district of squamish 1150 bailey street housing …...bylaw no. 2037, 2008”. 2. council of the...

DISTRICT OF SQUAMISH 1150 BAILEY STREET HOUSING BYLAW,

NO. 2037, 2008 WHEREAS pursuant to section 905 of the Local Government Act (British Columbia) a municipal council may, by bylaw, enter into a housing agreement under that section; AND WHEREAS the District of Squamish wishes to enter into a housing agreement with respect to the land located at 1150 Bailey Street, legally described as Lot 3, Block R, District Lot 4261, Plan 12458; NOW THEREFORE the Council of the District of Squamish, in open meeting assembled, enacts as follows:

1. This Bylaw may be cited for all purposes as “1150 Bailey Street Housing Bylaw No. 2037, 2008”.

2. Council of the District of Squamish authorizes the District to enter into a

housing agreement with respect to the following land: PID: 008-890-226 Lot 3, Block R, District Lot 4261, Plan 12458

in the form attached as Schedule “A” to this Bylaw and forming part of this Bylaw.

3. The Mayor and Chief Administrative Officer are authorized to execute, on

behalf of the District, the housing agreement and all further documents necessary or desirable to give effect to the housing agreement and to file in the Land Title Office a notice of the housing agreement as required by the section 905(5) of the Local Government Act.

READ A FIRST TIME this 15th day of April 2008; READ A SECOND TIME this 15th day of April 2008; READ A THIRD TIME this 15th day of April 2008; ADOPTED this ____ day of __________ 2008. [Schedules] 1150 Bailey Street Housing Agreement Bylaw No. 2037, 2008 2007-02

V30246\VAN_LAW\ 366652\6

LAND TITLE ACT FORM C (Section 233) Province of British Columbia GENERAL INSTRUMENT - PART 1 (This area for Land Title Office use) Page 1 of 16 Pages1. APPLICATION: (Name, address, phone number and signature of applicant, applicant’s solicitor or agent)

Applicant’s Solicitor

2. PARCEL IDENTIFIER(S) AND LEGAL DESCRIPTION(S) OF LAND:* (PID) (LEGAL DESCRIPTION)

n n [restricted units only]

3. NATURE OF INTEREST:* Description Document Reference

(page and paragraph) Person Entitled To Interest

Section 219 Covenant Entire Instrument Transferee

4. TERMS: Part 2 of this Instrument consists of (select one only)

(a) Filed Standard Charge Terms D.F. Number

(b) Express Charge Terms Annexed as Part 2

(c) Release There is no Part 2 to this Instrument

A selection of (a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item 2.

5. TRANSFEROR(S):*

0713357 B.C. LTD. (Inc. No. 0713357) n [Mortgagee] (as to priority)

6. TRANSFEREE(S):* (including postal address(es) and postal code(s)):

DISTRICT OF SQUAMISH, 37955 – 2nd Avenue, PO Box 310, Squamish, B.C. V8B 0A3

LAND TITLE ACT FORM C (Section 233) Province of British Columbia GENERAL INSTRUMENT - PART 1 (This area for Land Title Office use) Page 2 of 16 Pages

V30246\VAN_LAW\ 366652\6

7. ADDITIONAL OR MODIFIED TERMS:*

N/A

8. EXECUTIONS:** This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor(s) and every other signatory agree to be bound by this instrument, and acknowledge(s) receipt of a true copy of the filed standard charge terms, if any.

Execution Date Officer Signature Y M D Transferor Signature

(as to both signatures)

2008 0713357 B.C. LTD. by its authorized signatory(ies):

Name:

Name:

OFFICER CERTIFICATION: Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c. 124, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to execution of this instrument. * If space insufficient, enter “SEE SCHEDULE” and attach schedule in Form E. ** If space insufficient, continue executions on additional page(s) in Form D.

V30246\VAN_LAW\ 366652\6

LAND TITLE ACT FORM D

EXECUTIONS CONTINUED Page 3 of 16 pages


Execution Date Officer Signature Y M D Transferee Signature

Name of Officer


2008

DISTRICT OF SQUAMISH by its authorized signatory(ies):

Mayor:

Corporate Officer:

OFFICER CERTIFICATION: Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c.124, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument. * If space insufficient, enter “SEE SCHEDULE” and attach schedule in Form E. ** If space insufficient, continue executions on additional page(s) in Form D.

V30246\VAN_LAW\ 366652\6





Name of Officer


2008

n by its authorized signatory(ies):

Name:

Name:


of 16 pages

TERMS OF INSTRUMENT – PART 2

SECTION 219 COVENANT AND HOUSING AGREEMENT

THIS AGREEMENT dated for reference ___________, 2008 is

BETWEEN:

0713357 B.C. LTD.

(the “Owner”)

AND:

DISTRICT OF SQUAMISH, at 37955 – 2nd Avenue, PO Box 310, Squamish, B.C. V0N 3G0

(the “District”)

GIVEN THAT:

A. The Owner is the registered owner in fee simple of the land legally described in Part 1 Item 2 of the Land Title Act Form C to which this agreement is attached (the “Land”); and

B. The Owner and the District wish to enter into this agreement to restrict the use, occupancy, resale price and rent of certain housing units to be constructed on the Land, on the terms and conditions of this agreement, to have effect as both a covenant under section 219 of the Land Title Act and a housing agreement under section 905 of the Local Government Act;

THIS AGREEMENT is evidence that in consideration of $1.00 and other good and valuable consideration paid by each of the parties to the other (the receipt of which is acknowledged), the parties covenant and agree, in accordance with section 905 of the Local Government Act and section 219 of the Land Title Act, as follows:

Definitions

1. In this agreement the following terms have the following meanings:

(a) “CCPI” means the Core Consumer Price Index for Canada, published from time to time by the Bank of Canada, or its successor in function.

(b) “Change in CCPI” means the percentage change in the monthly CCPI published immediately prior to the date of Previous Sale to the monthly CCPI published immediately prior to the date the purchase and sale agreement is executed for the next sale.

(c) “Family” means the immediate family of a Qualified Occupant, which includes a spouse, children, parents, and siblings.

V30246\VAN_LAW\ 366652\6

of 16 pages

(d) “First Buyer” means the person to whom the Interest in a Restricted Unit is first sold after issuance of the occupancy permit for the Restricted Unit by the District.

(e) “Floor Area” means the total area of all floors between exterior walls, measured in square feet.

(f) “Interest” means the property interest of the Owner in a Restricted Unit.

(g) “Land” means the land described in Item 2 of the Land Title Act Form C to which this agreement is attached, and any part into which that land is Subdivided.

(h) “LTO” means the Lower Mainland Land Title Office or its successor.

(i) “Initial Maximum Rent” means a rental fee not to exceed monthly mortgage payment for the Restricted Unit, subject to increase in accordance with provincial regulations.

(j) “Initial Maximum Sale Price” of the Restricted Unit means an amount equal to 80% of the average first sale price (excluding, for clarity, all taxes, adjustments and commissions and excluding the upgrades and options referred to in section 2(b)) of the Non-Restricted Units that have Floor Areas between ___ square feet and ____ square feet, and that have been sold as of the date of sale of the Restricted Unit.

(k) “Maximum Price” means the Initial Maximum Sale Price, in the case of the sale of the Restricted Unit to the First Buyer, and means the Maximum Price, Resale, in the case of a subsequent sale.

(l) “Maximum Price, Resale” means the Previous Sale Price plus the Previous Sale Price multiplied by the Change in CCPI, provided that if the Change in CCPI is negative or cannot be determined, the Maximum Price, Resale will be the Previous Sale Price.

(m) “Median Income” means the dollar amount that marks the midpoint of annual income of households located within the District of Squamish, B.C., ranked by amount of income, as determined by data from the District’s Financial Services department for any calendar year.

(n) “Non-Restricted Units” means the residential dwelling units to be constructed on the Parcels subdivided from the Parent Parcel as part of the development of the Lands that are not Restricted Units.

(o) “Option/RFR” means the option to purchase and right of first refusal to be granted by the Owner to the District in respect of each Restricted Unit in the form attached as Schedule B.

(p) “Owner” means the Transferor described in the Land Title Act Form C to which this agreement is attached, and any subsequent owner of the Land or of any part into which the Land is Subdivided, and includes any person who is a registered owner in fee simple from time to time of a lot, strata lot or parcel containing a Restricted Unit.

(q) “Parcel” means a lot, block or other area in which land is held or into which the Land is subdivided and, includes a strata lot under the Strata Property Act.

V30246\VAN_LAW\ 366652\6

of 16 pages

(r) “Parent Parcel” means that historical Parcel from which the Land was subdivided.

(s) “Previous Sale” means the most recent sale of the Restricted Unit.

(t) “Previous Sale Price” means the sale price of the Previous Sale.

(u) “Qualified Occupant” means an individual who:

(i) at the time they are approved by the Qualifying Body, has either resided within the boundaries of the District of Squamish for the previous 12-month period or is employed within the District of Squamish and has been so employed for at least 35 hours per week over the previous 6-month period;

(ii) has a gross income of no greater than 80% of the Median Income based on the individual’s tax return filed with Canada Customs and Revenue Agency for the most recent taxation year;

(iii) does not own any real property or any interest therein anywhere in the world; and

(iv) has been approved as meeting criterion (i) to (iii) by the Qualifying Body, except that the Qualifying Body may relax criterion (ii) above, though it must give priority to those individuals able to meet criterion (ii).

(v) “Qualifying Body” means the District or other body or entity designated by the District for the purpose of reviewing and approving whether an individual is a Qualified Occupant prior to occupying a Restricted Unit.

(w) “Restricted Units” means the 6 residential dwelling units to be constructed on the Land, being single family dwellings that are used, or constructed so as to be capable of being used, for the residential use of a single household by a Qualified Occupant and that person’s Family, and containing a common access, one kitchen, and eating, sleeping and living areas, with a Floor Area between ____ square feet and ______ square feet exclusive of garages, carports and decks, and “Restricted Unit” means any of them, as the context requires, and in the context of the sale of a Restricted Unit, includes the Parcel upon which the Restricted Unit is located.

(x) “Subdivide” means to divide, apportion, consolidate or subdivide the Land, or the ownership or right to possession or occupation of the Land into two or more lots, strata lots, parcels, parts, portions or shares, whether by plan, descriptive words or otherwise, under the Land Title Act, the Strata Property Act or otherwise, and includes the creation, conversion, organization or development of “cooperative interests” or “shared interests in land” as defined in the Real Estate Development Marketing Act.

(y) “Tenancy Agreement” means a tenancy agreement, lease, license or other agreement granting rights to occupy a Restricted Unit.

(z) “Tenant” means an occupant of a Restricted Unit by way of a Tenancy Agreement.

V30246\VAN_LAW\ 366652\6

of 16 pages

Use of Land

2. No building or structure on the Land may be occupied or used for any purpose until and unless the Owner has granted to the District the Option/RFR and registered the Option/RFR against title to the Restricted Units in the LTO, in priority to all financial liens, charges and encumbrances and legal notations (including options to purchase, rights of first refusal and leases).

Use and Occupancy of Restricted Units

3. Each Restricted Unit :

(a) may only be used as a permanent residence;

(b) must be occupied as a permanent residence by at least one Qualified Occupant; and

(c) may only be occupied by a Qualified Occupant who has been approved as a Qualified Occupant by the Qualifying Body, except that the Family of such Qualified Occupant who occupies the Restricted Unit as a permanent residence may also occupy the Restricted Unit.

4. Within ten days after receiving notice from the District, the Owner will in respect of each Restricted Unit, deliver, or cause to be delivered, to the District a statutory declaration, in the form attached as Schedule A or such other form as may be determined from time to time by the District, sworn by the Owner, or a director or officer of the Owner, containing all of the information required to complete the statutory declaration. The District may request such a statutory declaration in respect of a Restricted Unit no more than once per calendar year. The Owner hereby irrevocably authorizes the District to make such inquiries as it considers necessary and reasonable in order to confirm that the Owner is complying with this agreement, and irrevocably authorizes and directs the recipient of the request for information from the District to provide such information to the District.

Sale and Rental Restrictions of Restricted Units

5. The Owner will not sell its Interest in a Restricted Unit except in accordance with the terms and conditions of this agreement.

6. The Owner may only sell its Interest in a Restricted Unit to a Qualified Occupant. For clarity, any resale of a Restricted Unit must be to a Qualified Occupant, as approved by the Qualifying Body.

7. The Owner will not accept any offer to purchase its Interest in a Restricted Unit for a purchase price exceeding the Maximum Price.

8. The Owner will give prior written notice of this agreement to any person to whom it proposes to sell or otherwise dispose (as that term is defined in the Interpretation Act (British Columbia)) of its Interest in a Restricted Unit.

9. The Owner will not rent or lease any Restricted Unit except to a Qualified Occupant in accordance with section 3 and except in accordance with the following additional conditions:

(a) the Restricted Unit will be used or occupied only pursuant to a Tenancy Agreement;

V30246\VAN_LAW\ 366652\6

of 16 pages

(b) the term of the Tenancy Agreement will not exceed 1 year;

(c) the monthly rent payable for the Restricted Unit will not exceed the Initial Maximum Rent, except that the Owner may, subject to the provisions of the Residential Tenancy Act (British Columbia), increase the rent payable for the Restricted Unit annually, beginning with the first anniversary of the day on which the occupancy permit was issued by the District for the Restricted Unit, and thereafter on each successive anniversary date, by an amount determined by multiplying the rent payable for the Restricted Unit at the time of the proposed rent increase by the percentage change in the CCPI since the last anniversary date;

(d) the Owner will not require the Tenant to pay any extra charges or fees for use of any common property, limited common property, or other common area, or for sanitary sewer, storm sewer, water utilities, property taxes and similar services;

(e) the Owner will attach a copy of this agreement to the Tenancy Agreement;

(f) the Owner will include in the Tenancy Agreement a clause requiring the Tenant to comply with the use and occupancy restrictions contained in section 3 of this agreement;

(g) the Owner will include in the Tenancy Agreement a clause entitling the Owner to terminate the Tenancy Agreement in accordance with the Residential Tenancy Act (British Columbia) if the Tenant uses or occupies, or allows use or occupation of, the Restricted Unit in breach of any of the use and occupancy restrictions contained in this agreement;

(h) the Tenancy Agreement will provide that the Tenant will not sublease the Restricted Unit or assign the Tenancy Agreement, without the consent of the Owner; and

(i) the Owner will deliver a copy of the Tenancy Agreement to the District upon demand from time to time.

10. The Owner will not permit the Interest in a Restricted Unit to be subleased or a Tenancy Agreement to be assigned, unless such subletting or assignment is done in compliance with this agreement.

11. The Owner will terminate a Tenancy Agreement if the Tenant uses or occupies, or allows use or occupation of a Restricted Unit, in breach of this agreement, such termination to be in accordance with the terms of the Tenancy Agreement and the Residential Tenancy Act (British Columbia).

12. The Owner acknowledges and agrees that the District and the Qualifying Body are not responsible for, and make no representation to the Owner regarding, the suitability of any prospective tenant, notwithstanding the approval by the Qualifying Body of the tenant as a Qualified Occupant.

13. The District may, in its sole discretion, provide written consent to the Owner from time to time to do something that is otherwise not permitted under this agreement, on such terms and conditions as the District considers desirable.

14. If the Owner is leasing or renting one or more Restricted Units, the Owner will, forthwith upon request by the Qualifying Body, and from time to time as the Restricted Unit(s) become vacant,

V30246\VAN_LAW\ 366652\6

of 16 pages

identify to the Qualifying Body which Restricted Unit(s) are vacant and available for occupancy and the Owner will make best efforts to lease or rent the vacant Restricted Unit(s) to Qualified Occupants on the Qualifying Body’s tenancy application list.

Marketing Obligations and Lack of Offers for Restricted Units

15. The Owner will make best efforts to sell the Restricted Units to Qualified Occupants and cooperate with the District or other Qualifying Body in endeavouring to find purchasers for the Restricted Units. The Owner will adopt the same promotional materials and make the same marketing and sales efforts for the Restricted Units as for the Non-Restricted Units.

16. Provided the Owner has complied with its obligations under section 15, if, after the earlier of:

(a) 15 months following the issuance of a receipt for the disclosure statement for the development of the Lands by the Superintendent of Real Estate; or

(b) the date of issuance by the District of an occupancy permit for a Restricted Unit (the “Market Obligation Period”);

the Owner has not received an offer to purchase a Restricted Unit for the Initial Maximum Sale Price, the Developer may at any time within the 60 day period following the Market Obligation Period give written notice (the “Notice”) to the District of the lack of any offer, together with a statutory declaration sworn by the Owner or a director or officer of the Owner, that the Owner has received no such offer. If following delivery of the Notice, the District does not exercise its option under the Option/RFR in accordance therewith within the time provided thereunder, the District will execute a discharge of this agreement from title to the applicable Restricted Unit. The Owner will be responsible for preparing and registering such discharge in the LTO.

Specific Performance

17. The Owner agrees that because of the public interest in ensuring that all of the matters described in this agreement are complied with, the public interest strongly favours the award of a prohibitory or mandatory injunction, or an order for specific performance or other specific relief, by the Supreme Court of British Columbia at the instance of the District, in the event of an actual or threatened breach of this agreement.

Notice of Housing Agreement

18. For clarity, the Owner acknowledges and agrees that:

(a) this Agreement constitutes both a covenant under section 219 of the Land Title Act and a housing agreement entered into under section 905 of the Local Government Act;

(b) the District is required to file a notice of housing agreement in the LTO against title to the Land; and

(c) once such a notice is filed, this agreement binds all persons who acquire an interest in the Land as a housing agreement under section 905 of the Local Government Act.

V30246\VAN_LAW\ 366652\6

of 16 pages

No Obligation to Enforce

19. The rights given to the District by this agreement are permissive only and nothing in this agreement imposes any legal duty of any kind on the District to any one, or obliges the District to enforce this agreement, to perform any act or to incur any expense in respect of this agreement., with the exception of section 16 of this Agreement.

No Effect On Laws or Powers

20. This agreement does not:

(a) affect or limit the discretion, rights, duties or powers of the District or the approving officer for the District under the common law or any statute, bylaw or other enactment nor does this agreement date or give rise to, nor do the parties intend this agreement to create, any implied obligations concerning such discretionary rights, duties or powers;

(b) affect or limit the common law or any statute, bylaw or other enactment applying to the Land; or

(c) relieve the Owner from complying with any common law or any statute, regulation, bylaw or other enactment.

Indemnity

21. The Owner hereby releases the District, and indemnifies and saves the District harmless, from and against any and all actions, causes of actions, suits, claims (including claims for injurious affection), costs (including legal fees and disbursements), expenses, debts, demands, losses (including economic loss) and liabilities of whatsoever kind arising out of or in any way due or relating to the granting or existence of this agreement, the restrictions or obligations contained in this agreement or the performance or non-performance by the Owner of this agreement that the District is or may become liable for, incur or suffer.

Priority

22. The Owner will do everything necessary, at the Owner’s expense, to ensure that this agreement will be registered against title to the Land in priority to all liens, charges and encumbrances registered or pending registration against title to the Land, save and except those specifically approved in writing by the District or in favour of the District.

Waiver

23. An alleged waiver of any breach of this agreement is effective only if it is an express waiver in writing of the breach. A waiver of a breach of this agreement does not operate as a waiver of any other breach of this agreement.

Interpretation

24. In this agreement:

(a) reference to the singular includes a reference to the plural, and vice versa, unless the context requires otherwise;

V30246\VAN_LAW\ 366652\6

of 16 pages

(b) reference to a particular numbered section or article, or to a particular lettered Schedule, is a reference to the correspondingly numbered or lettered article, section or Schedule of this agreement;

(c) article and section headings have been inserted for ease of reference only and are not to be used in interpreting this agreement.

(d) the word “enactment” has the meaning given to it in the Interpretation Act (British Columbia) on the reference date of this agreement;

(e) reference to any enactment is a reference to that enactment as consolidated, revised, amended, re-enacted or replaced, unless otherwise expressly provided;

(f) reference to a “party” or the “parties” is a reference to a party, or the parties, to this agreement and their respective successors, assigns, trustees, administrators and receivers;

(g) time is of the essence; and

(h) reference to a “day”, “month” or “year” is a reference to a calendar day, calendar month, or calendar year unless otherwise expressly provided.

Further Acts

25. The Owner will do everything reasonably necessary to give effect to the intent of this agreement, including execution of further instruments.

Severance

26. If any part of this agreement is held to be invalid, illegal or unenforceable by a court having the jurisdiction to do so, that part is to be considered to have been severed from the rest of this agreement and the rest of this agreement remains in force unaffected by that holding or by the severance of that part.

No Other Agreements

27. This agreement is the entire agreement between the parties regarding its subject and it terminates and supersedes all other agreements and arrangements regarding its subject.

Enurement

28. This agreement binds the parties to it and their respective successors, heirs, executors and administrators.

Deed and Contract

29. By executing and delivering this agreement each of the parties intends to create both a contract and a deed executed and delivered under seal.

Release and Assumption

30. Upon the sale of a Restricted Unit to a Qualified Occupant, the Owner shall be released from any liability or obligation under this Agreement in respect of such Restricted Unit, other than a

V30246\VAN_LAW\ 366652\6

of 16 pages

liability or obligation of the Owner arising prior to the date of such sale, provided that the purchaser of a Restricted Unit assumes and is bound by each and every covenant of the Owner under this Agreement. This provision shall apply to all subsequent sales of the Restricted Units.

As evidence of their agreement to be bound by the above terms, the parties each have executed this agreement under seal by executing Part 1 of the Land Title Act Form C to which this agreement is attached and which forms part of this agreement.

V30246\VAN_LAW\ 366652\6

of 16 pages

CONSENT AND PRIORITY AGREEMENT

WHEREAS _________________ (the “Chargeholder”) is the holder of ______________ (the “Charge”) encumbering the lands (the “Land”) described in item 2 of the Land Title Act Form C attached hereto, which was registered in the Vancouver/New Westminster Land Title Office under number ___________.

THEREFORE THIS CONSENT AND PRIORITY AGREEMENT IS EVIDENCE THAT IN CONSIDERATION OF $1.00 AND OTHER GOOD AND VALUABLE CONSIDERATION PAID BY THE TRANSFEREE TO THE CHARGEHOLDER:

1. The Chargeholder hereby consents to the granting and registration of the Section 219 Covenant attached hereto (the “Covenant”) and the Chargeholder hereby agrees that the Covenant shall be binding upon its interest in and to the Lands.

2. The Chargeholder hereby grants to the transferee described in item 6 of the Land Title Act Form C attached hereto priority for the Covenant over the Chargeholder’s right, title and interest in and to the Lands, and the Chargeholder does hereby postpone the Charge and all of its right, title and interest thereunder to the Covenant as if the Covenant had been executed, delivered and registered prior to the execution, delivery and registration of the Charge.

IN WITNESS WHEREOF, the Chargeholder has executed and delivered this Consent and Priority Agreement by executing the Land Title Act Form C above which is attached hereto and forms part of this Agreement.

V30246\VAN_LAW\ 366652\6

of 16 pages

SCHEDULE A

STATUTORY DECLARATION

CANADA PROVINCE OF BRITISH COLUMBIA

IN THE MATTER OF A HOUSING AGREEMENT WITH THE DISTRICT OF SQUAMISH (“Housing Agreement”)

TO WIT:

I, ______________________ of ______________________, British Columbia, do solemnly declare that:

3. I am the owner of ______________ (the “Restricted Unit”), and make this declaration to the best of my personal knowledge.

4. This declaration is made pursuant to the Housing Agreement in respect of the Restricted Unit.

5. For the period from _______________ to _______________ the Restricted Unit was occupied only by the Qualified Occupants (as defined in the Housing Agreement) whose names and current addresses and whose employer’s names and current address appear below:

Name, addresses and phone numbers of Qualified Occupants:

6. If, under 3 above, I am not shown as an occupant of the Restricted Unit, the rent charged each month for the Restricted Unit is as follows:

(a) the monthly rent on the date 365 days before this date of this statutory declaration: $_________ per month;

(b) the rent on the date of this statutory declaration: $______________; and

(c) the proposed or actual rent that will be payable on the date that is 90 days after the date of this statutory declaration: $______________.

7. I confirm that the I have complied with all of the obligations of the Owner (as defined in the Housing Agreement) under the Housing Agreement.

8. I make this solemn declaration, conscientiously believing it to be true and knowing that it is of the same force and effect as if made under oath and pursuant to the Evidence Act (British Columbia).

DECLARED BEFORE ME at _____________, British Columbia, this ____ day of __________, 2008.

A Commissioner for taking Affidavits for British Columbia

) ) ) ) ) ) ) )

V30246\VAN_LAW\ 366652\6

of 16 pages

SCHEDULE B

OPTION TO PURCHASE AND RIGHT OF FIRST REFUSAL

END OF DOCUMENT

V30246\VAN_LAW\ 366652\6

V30246\VAN_LAW\ 366851\6

LAND TITLE ACT FORM C (Section 233) Province of British Columbia GENERAL INSTRUMENT - PART 1 (This area for Land Title Office use) Page 1 of 14 Pages1. APPLICATION: (Name, address, phone number and signature of applicant, applicant’s solicitor or agent)

Applicant’s Solicitor

2. PARCEL IDENTIFIER(S) AND LEGAL DESCRIPTION(S) OF LAND:* (PID) (LEGAL DESCRIPTION)

n n [restricted units only]

3. NATURE OF INTEREST:* Description Document Reference

(page and paragraph) Person Entitled To Interest

Option to Purchase Pages [3-5] Transferee

Right of First Refusal Pages [6-8] Transferee

Priority Agreement granting Option to Purchase _________ priority over Mortgage __________.

Page n Transferee

Priority Agreement granting Right of First Refusal _________ priority over Mortgage __________.

Page n Transferee

4. TERMS: Part 2 of this Instrument consists of (select one only)

(a) Filed Standard Charge Terms D.F. Number

(b) Express Charge Terms Annexed as Part 2

(c) Release There is no Part 2 to this Instrument

A selection of (a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item 2.

5. TRANSFEROR(S):*

0713357 B.C. LTD. (Inc. No. 0713357) n [Mortgagee] (as to priority)

6. TRANSFEREE(S):* (including postal address(es) and postal code(s)):

DISTRICT OF SQUAMISH, 37955 – 2nd Avenue, PO Box 310, Squamish, B.C. V8B 0A3

LAND TITLE ACT FORM C (Section 233) Province of British Columbia GENERAL INSTRUMENT - PART 1 (This area for Land Title Office use) Page 2 of 14 Pages

V30246\VAN_LAW\ 366851\6

7. ADDITIONAL OR MODIFIED TERMS:*

N/A


Execution Date Officer Signature Y M D Transferor Signature


2008 0713357 B.C. LTD. by its authorized signatory(ies):

Name:

Name:

OFFICER CERTIFICATION: Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c. 124, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to execution of this instrument. * If space insufficient, enter “SEE SCHEDULE” and attach schedule in Form E. ** If space insufficient, continue executions on additional page(s) in Form D.

V30246\VAN_LAW\ 366851\6





Name of Officer


2008

n by its authorized signatory(ies):

Name:

Name:


of 14 pages

TERMS OF INSTRUMENT – PART 2

OPTION TO PURCHASE & RIGHT OF FIRST REFUSAL

THIS AGREEMENT dated for reference ___________________________ [day of registration for housing agreement] is

BETWEEN:

DISTRICT OF SQUAMISH, at 37955 – 2nd Avenue, PO Box 310, Squamish, B.C. V0N 3G0

(the “District”)

AND:

0713357 B.C. LTD.

(the “Owner”)

GIVEN THAT:

A. The Owner is the owner of the land, and all improvements thereto legally described in section 2 of page 1 of the Land Title Act Form C to which this agreement is attached (the “Land”), and for the purposes of the provisions herein, the Land may mean one or more parcels comprising the Land to which the Option and Right of First Refusal herein are registered,

B. Pursuant to a Section 219 Covenant/Affordable Housing Agreement dated for reference _____________, 2008 between the District and the Owner (the “Housing Agreement”) registered against the Land under LTO number ________, the Owner agrees to restrict the use, occupancy, resale price and rent of the affordable housing unit on the Land, and

C. Pursuant to the Housing Agreement, the Owner has agreed to grant to the District a right of first refusal and an option to purchase the Land on the following terms and conditions.

THIS AGREEMENT is evidence that in consideration of the payment of $1.00 paid by each of the parties to the other and other good and valuable consideration (the receipt and sufficiency of which is acknowledged), the Owner and the District agree as follows:

ARTICLE 1 - RIGHT OF FIRST REFUSAL

1.1 Definitions – In addition to any terms defined elsewhere in this agreement, in this agreement the following terms have the following meanings:

(a) “Arm’s-length” has the same meaning as that term has in the Income Tax Act (Canada);

(b) “Bona Fide Offer” means an offer to purchase the Land:

(i) in writing,

V30246\VAN_LAW\ 366851\6

of 14 pages

(ii) signed by an Outside Offeror,

(iii) only in its entirety and chattels pertaining thereto and no other property, rights or assets,

(iv) free and clear of any liens, charges and encumbrances other than the Permitted Encumbrances,

(v) in a form legally enforceable against the Outside Offeror and subject to no conditions which are not capable of being waived by the Outside Offeror,

(vi) stating that the Outside Offeror has been pre-approved for a mortgage in relation to the Land, and

(vii) providing that if the District does not exercise its right to purchase the Land under section 1.6, or the Option under Article 2, the Outside Offeror will grant to the District an option to purchase and right of first refusal to purchase the Land upon the same terms and conditions as are set forth in this agreement;

(c) “Business Day” means Monday to Friday inclusive except for those days declared by lawful authority as holidays, excluding any day that the land title office is not open for business;

(d) “Efforts to Sell” means the best efforts of the Owner to sell the Land during the Market Obligation Period (as defined in the Housing Agreement) using all reasonable means including: listing the Land for sale with a licensed real estate agent, advertising the Land for sale in the local newspapers, posting “for sale” signs on any bulletin boards maintained by the District for sale of such units, and offering to sell the Land to the District on the following terms:

(i) specifying in a written notice that it is offering to sell the Land to the District in accordance with Article 2of this Agreement,

(ii) giving the District the exclusive right to, 28 Business Days from the date on which the District receives the notice from the Owner pursuant to section 2.3(a) of this Agreement, to give a written notice to the Owner agreeing to purchase the Land for the purchase price which does not exceed 80% of the fair market value of the Land (including all improvements) determined in accordance with Section 2.7 and on the terms that are set out in sections 2.8 to 2.20 of this Agreement;

(e) “Expiry Time” with respect to any offer made by the Owner to the District under section 1.4, will be 5:00 p.m. on the twenty-eighth calendar day after the receipt by the Purchaser of such offer, provided that in determining such time the day such offer is received by the District will be excluded;

(f) “Land” means all lands and all improvements thereto legally described in section 2 of page 1 of the Land Title Act Form C to which this agreement is attached, and for the purposes of this Agreement may mean any separate legal parcel forming part of the Land;

(g) “Lender” means a mortgagee that is a bank or other financial institution established or regulated under any enactment of British Columbia or Canada, or a receiver or receiver-manager acting on behalf of such mortgagee;

V30246\VAN_LAW\ 366851\6

of 14 pages

(h) “Outside Offeror” means a purchaser or prospective purchaser who is a Qualified Occupant (as defined in the Housing Agreement) and deals at Arm’s-length with the Owner;

(i) “Owner” includes any and all successors in title to the Land; and

(j) “Permitted Encumbrances” has the meaning set out in section 4.1;

1.2 Restrictions on Sale – The Owner will not sell, transfer or otherwise convey or offer to sell, transfer or otherwise convey the Land except:

(a) for consideration payable entirely in lawful money of Canada;

(b) to an Outside Offeror, except that the Owner may transfer title to a person or corporation not at Arm’s-length for corporate reorganization, tax or trust or family purposes provided that this agreement will remain in effect as if the transferee were the Owner, and that, if the Owner does transfer title to such a person or corporation, the District will cause its solicitors to deliver a discharge of this agreement to the solicitors for the Owner on receipt of a satisfactory undertaking from the solicitors for the Owner that the discharge will only be registered concurrently with registration of a new right of first refusal and option to purchase in favour of the District on terms identical to those set forth in this agreement, and having the same priority of registration as this agreement;

(c) pursuant to a Bona Fide Offer; and

(d) in accordance with, and to the extent permitted by, the terms of this agreement.

1.3 Notice of Bona Fide Offer – If, at any time and from time to time, the Owner receives a Bona Fide Offer from an Outside Offeror, which Bona Fide Offer the Owner is willing to accept, then the Owner will deliver written notice (the “Notice”) immediately to the District that the Owner has received such Bona Fide Offer, and will deliver to the District with the Notice a photocopy of such Bona Fide Offer, certified by the Owner to be a true copy.

1.4 Notice as Offer – The Notice will be deemed to constitute an offer by the Owner to the District to sell the Land to the District on and subject to all the terms and conditions set forth in such Bona Fide Offer.

1.5 Offer Irrevocable – The offer made by the Owner to the District under section 1.4 will be irrevocable and may not be withdrawn by the Vendor until after the Expiry Time.

1.6 Acceptance of Offer – Upon receipt of the Notice, the District will have the exclusive first right, exercisable up to and including but not after the Expiry Time, to deliver to the Owner written notice (the “Acceptance”) that the District will purchase the Land for the price and upon the terms and conditions set forth in such Bona Fide Offer.

1.7 Contract of Sale and Purchase – Upon receipt by the Owner of the Acceptance, a binding contract of purchase and sale for the Land will be constituted between the District and the Owner, which contract will be completed in the manner provided in such Bona Fide Offer as if the District were the Outside Offeror.

1.8 Sale to Outside Offeror – If the Owner does not receive the Acceptance before the Expiry Time and the District does not exercise the Option under Article 2 within the time provided therein, the Owner

V30246\VAN_LAW\ 366851\6

of 14 pages

may complete the sale with the Outside Offeror as provided for in such Bona Fide Offer in strict accordance with the terms set forth in the Bona Fide Offer. In such case, the District will cause its solicitors to deliver a discharge of this agreement to the solicitors for the Owner on receipt of a satisfactory undertakings from the solicitors for the Owner that the discharge will only be registered if that sale to the Outside Offeror is completed strictly in compliance with the terms of the Bona Fide Offer and that the discharge will only be registered concurrently with registration of a new right of first refusal and option to purchase in favour of the District on terms identical to those set forth in this agreement, and having the sane priority of registration as this agreement. If the sale to the Outside Offeror is not so completed, then any subsequent sale to any person or corporation may be made only if all the requirements of this agreement are again complied with, and the option to purchase and right of first refusal under this agreement will survive and continue in full force and effect.

ARTICLE 2 - OPTION TO PURCHASE

2.1 Grant of Option – In consideration of the payment of the $1.00 by the District to the Owner (the receipt and sufficiency of which the Owner acknowledges), the Owner grants to the District the sole and exclusive option, irrevocable within the time herein limited, for exercise by the District to purchase the Land free and clear of all liens, claims, charges, encumbrances and legal notations, except for the Permitted Encumbrances (the “Option”).

2.2 Exercise of Option – The District may exercise the Option at any time by delivering written notice of the exercise of the Option to the Owner.

2.3 Restrictions on Exercise of Option – Notwithstanding section 2.2, the District may only exercise the Option:

(a) if the District receives notice from the Owner that the Owner has not received an offer to purchase the Land from a Qualified Occupant (as defined in the Housing Agreement) in accordance with section 16 of the Housing Agreement; or

(b) if the Owner has breached a term of the Housing Agreement and the District has given the Owner notice in writing of the breach, and the notice states that the Owner shall have not less than five (5) business days to cure the breach, or no time for cure where the breach is not curable, and such breach has not been cured.

2.4 Binding Agreement – If the District exercises the Option under section 2.2, this agreement will become a binding agreement for the purchase and sale of the Land for the Purchase Price, which shall be completed upon the terms and conditions contained in this Article on the date that is 28 days after the date the notice of Option exercise is delivered or 14 days following completion of the valuation process under section 2.7, whichever is later (the “Completion Date”).

2.5 Non-Exercise of Option – If the District is satisfied, acting in its sole discretion, that the Developer has complied with its obligations under Section 16 of the Housing Agreement and does not exercise the Option within 28 business days following delivery of the notice under section 2.3(a), the Option and the provisions of Article 2 of this agreement will be null and void and no longer binding on the parties and the District will execute such instruments as may be reasonably necessary to discharge this agreement from title to the Land upon receipt of such instruments from, and prepared by and at the cost of, the Owner.

V30246\VAN_LAW\ 366851\6

of 14 pages

2.6 Purchase Price – The purchase price (the “Purchase Price”), excluding GST, for the Land shall be, where the District exercises the Option pursuant to section 2.3, equal to 80% of the fair market value of the Land (including all improvements), determined in accordance with section 2.7.

2.7 Valuation Process – The fair market value of the Land and improvements will be determined by an appraiser retained by and at the expense of the District, who has designation from the Appraisal Institute of Canada AACI, the Real Estate Institute of British Columbia RIBC or a similar organization, which appraisal will be completed within 30 days of the date the District exercises the Option. The fair market value will be determined as of the date of the applicable event under section 2.3 and will be based on the following:

(a) market value will be defined as the highest price in terms of money that the Land will fetch under all conditions requisite to a fair sale with the buyer and seller each acting reasonably, knowledgeably and assuming the price is not affected by undue stimulus, and

(b) the Land will be appraised as a fee simple parcel encumbered only by the Permitted Encumbrances.

2.8 Risk – The Land will be at the risk of the Owner until completion of the transfer of title of the Land to the District and after completion it will be at the District’s risk.

2.9 Adjustments – All adjustments to the Purchase Price in respect of the Land, both incoming and outgoing, usually the subject of adjustment between a vendor and purchaser in connection with the purchase and sale of land, including adjustments of property taxes, utilities and rents, must be made up to and including the Completion Date.

2.10 Title and Possession – On the Completion Date, the Owner will:

(a) transfer and convey the estate in fee simple of the Land to the District free and clear of all liens, charges, encumbrances and legal notations except for the Permitted Encumbrances; and

(b) give vacant possession of the Land to the District, subject only to the Permitted Encumbrances.

2.11 Closing Documents – On or before the Completion Date, the Owner must cause its solicitors to deliver to the District’s solicitors the following items, in a form and content satisfactory to the District, acting reasonably, duly executed by the Owner and all other parties thereto as appropriate and in registrable form wherever appropriate:

(a) a freehold transfer conveying title to the Land to the District, subject only to the Permitted Encumbrances (“Transfer”);

(b) discharges of any liens, charges and encumbrances registered against title to the Land, other than the Permitted Encumbrances and other than financial charges which are to be discharged upon appropriate solicitors’ undertakings (collectively, “Discharges”);

(c) the Owner’s statement of adjustments;

(d) the District’s statement of adjustments;

(e) such further deeds, acts, things, certificates and assurances as may be requisit in the reasonable opinion of the District’s solicitors, for more perfectly and absolutely assigning, transferring,

V30246\VAN_LAW\ 366851\6

of 14 pages

conveying and assuring to the District title to the Land free and clear of all liens, claims, charges, encumbrances and legal notations, other than the Permitted Encumbrances and to assign to the District the benefit of any of the Permitted Encumbrances.

2.12 Delivery of Documents – On or before the Completion Date, the District must deliver to the Owner’s solicitors, the District’s statement of adjustments.

2.13 Preparation of Documents – The District will cause the documents contemplated in section 2.11 to be prepared by the District’s solicitors, to the extent of preparation is required, and delivered to the Owner’s solicitors at least 3 Business Days before the Completion Date.

2.14 Payment in Trust – On or before the Completion Date, the District must pay the adjusted Purchase Price to the District’s solicitors and the Owner hereby irrevocably directs the District to cause the District’s solicitors to pay the adjusted Purchase Price to the Owner’s solicitors and this direction shall constitute good and sufficient authority for doing so.

2.15 Registration – Forthwith following the payment in section 2.14 and after receipt by the District’s solicitors of the documents and items referred to in section 2.11, the District must cause the District’s solicitors to deposit the Transfer and the Discharges in the Lower Mainland Land Title Office (the “LTO”).

2.16 Payment – Promptly following the deposit referred to in section 2.15 and upon the District’s solicitors being satisfied that a search of the property index maintained by the LTO discloses there are no transfers, liens, charges, encumbrances or legal notations, other than the following:

(a) the existing title number to the Land;

(b) Permitted Encumbrances;

(c) the liens, charges and encumbrances in respect of which the Discharges have been deposited;

(d) the Transfer; and

(e) the Discharges.

The District must cause the District’s solicitors to deliver to the Owner’s solicitors a trust cheque for the adjusted Purchase Price made payable to the Owner’s solicitors, in trust.

2.17 Concurrent Requirements – It is a condition of this agreement that all of the requirements of sections 2.10, 2.15 and 2.16 are concurrent requirements and it is agreed that nothing will be completed on the Completion Date until everything required to be paid, executed and delivered on the Completion Date has been so paid, executed and delivered and until the District’s solicitors have satisfied themselves as to the registration and priority of the Transfer.

2.18 Fees and Taxes – The District must pay, as and when due and payable:

(a) any property transfer tax payable under the Property Transfer Tax Act (British Columbia);

(b) LTO registration fees in connection with the registration of the Transfer;

(c) its own legal fees and disbursements; and

V30246\VAN_LAW\ 366851\6

of 14 pages

(d) any GST payable under the Excise Tax Act (Canada) in respect of the Transfer and conveyance of the Land to the District, with the District and the Owner agreeing that the Purchase Price does not include GST,

and the Owner must pay its own legal fees and disbursements and any LTO registration fees in connection with the registration of the Discharges.

2.19 Currency and Payment Obligations – All dollar amounts referred to in this agreement are Canadian dollars.

2.20 Preparation of Documents and Clearing Title – The District must prepare all necessary conveyancing documentation. At its expense, the Owner must clear title to the Land, subject only to the Permitted Encumbrances.

ARTICLE 3 - EXCEPTIONS TO RIGHT OF FIRST REFUSAL AND OPTION

3.1 Early Relaxation – Notwithstanding any other provision in this Agreement, if the Owner is a Lender and the Lender has for between 90 and 119 days made Efforts to Sell, and if the Lender has been unable to enter into a Bona Fide Offer or to sell the Land to the District, the Lender may after that time sell the Land to a purchaser who is not a Qualified Occupant (as defined in the Housing Agreement), but the purchase price for the Land must not exceed the Maximum Price (as defined in the Housing Agreement) and the Land may only be used, occupied, re-sold or leased by that new owner in accordance with the Housing Agreement and this Agreement.

3.2 Relaxation – Notwithstanding any other provision in this Agreement, if the Owner is a Lender and the Lender has for at least 120 days made Efforts to Sell, and if the Lender has been unable to enter into a Bona Fide Offer or sell the Land to the District, the Lender may after that time sell the Land to a purchaser who is not a Qualified Occupant for any price, and the Land may be used and occupied subject only to all enactments applicable to the use of the Land but the Housing Agreement and this Agreement will not apply.

ARTICLE 4 - MISCELLANEOUS

4.1 Permitted Encumbrances – In this agreement, “Permitted Encumbrances” means the exceptions and reservations contained in the original Crown grant, any non-financial charges and encumbrances in favour of any government entity or public utility on the Land, and the Housing Agreement.

4.2 Access – The District, its agents and employees have the licence, exercisable on 24 hours prior written notice to the Owner, to enter upon the Land from time to time at reasonable times, at the District’s sole risk and expense, for the purpose of making inspections, surveys, tests and studies of the Land. The District agrees to:

(a) release and indemnify, and hold harmless, the Owner from and against any and all actions, causes of actions, liability, demands, losses, costs and expenses (including legal fees, costs and disbursements) which the Owner or any third party may suffer, incur, be subject to or liable for, arising out of or in any way related to or in connection with the exercise by the District of its rights under this section; and

(b) leave the Land in the same condition as that in which the District found the Land, including by removing any equipment, refuse or other matter brought on to the Land by the District or its agents or contractors.

V30246\VAN_LAW\ 366851\6

of 14 pages

4.3 Owner Representations, Warranties and Covenants – The Owner hereby represents and warrants to the District that the following is true and accurate on the date the Owner executes this agreement and will be true on the Completion Date or on the completion date arising if the District exercises its rights under section 1.6:

(a) the Owner has the legal capacity, power and authority to perform all of the Owner’s obligations under this agreement;

(b) the Owner has taken all necessary or desirable corporate actions, steps and other corporate proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of this agreement;

(c) the Owner is registered under the Excise Tax Act (Canada) for the purposes of GST and the Owner’s registration number is __________________;

(d) the Owner is in good standing with the Registrar of Companies for British Columbia and has made all necessary filings with that registrar as required by the Business Corporations Act (British Columbia);

(e) the Owner is duly incorporated and validly existing under the laws of British Columbia and has the power and capacity to enter into and carry out the transaction provided for in this agreement.

(f) the Owner has a good, safe holding and marketable title to the Land; and

(g) the Owner is a resident of Canada within the meaning of the Income Tax Act (Canada).

4.4 Further Assurances – Each of the parties must at all time execute and deliver at the request of the other all such further documents, deeds and instruments, and do and perform such other acts as may be reasonably necessary to give full effect to the intent and meaning of this agreement, including to register this agreement with the LTO in priority to all liens, charges and encumbrances, except for the Permitted Encumbrances, promptly after execution by the parties.

4.5 Notice – Any notice, direction, demand, approval, certificate or waiver (any of which constitute a “Notice”) which may be or is required to be given under this agreement must be in writing and be delivered or sent by facsimile transmission:

to the District:

37955 – 2nd Avenue PO Box 310 Squamish, B.C. V8B 0A3

Fax Number: (604) 892-5217 Attention: Corporate Officer

V30246\VAN_LAW\ 366851\6

of 14 pages

to the Owner:

0713357 B.C. Ltd. 313 – 1 Alexander Street Vancouver, B.C. V6A 1B2

Fax Number: (604) 687-7036 Attention: President

or to such other address or facsimile number of which notice has been given as provided in this Article.

Any Notice that is delivered is to be considered given on the day it is delivered and any notice, direction, demand, approval, certificate or waiver that is sent by fax is to be considered given on the day it is sent except that if, in either case, that day is not a Business Day, it is to be considered given on the next Business Day after it is sent.

4.6 No Effect on Powers – This agreement does not:

(a) affect or limit the discretion, rights, duties or powers of the District or the approving officer for the District under the common law or any statute, bylaw or other enactment, nor does this agreement create, or is the parties’ intention to create, any implied obligations regarding such discretion, rights, duties or powers;

(b) affect or limit the common law or any statute, bylaw or other enactment applying to the Land; or

(c) relieve the Owner from complying with any common law or any statute, regulation, bylaw or other enactment.

4.7 Time of Essence – Time is of essence of this agreement and the conveyance and transfer for which it provides.

4.8 Tender – Any tender of documents or money may be made upon the parties at their respective addresses set out in this agreement or upon their respective solicitors.

4.9 No Other Agreements – This agreement is the entire agreement between the parties regarding its subject and it terminates and supersedes all representations, warranties, promises and agreements regarding its subject.

4.10 Benefit – This agreement enures to the benefit of and is binding upon the parties and their respective heirs, executors, administrators, successors and assigns.

4.11 Schedules – The Schedules to this agreement form an integral part of this agreement.

4.12 Modification – This agreement may not be changed except by an instrument in writing signed by the parties or by their successors or assigns, but the parties agree that the Completion Date may be changed by their agreement through their respective solicitors upon instructions to their solicitors as evidenced promptly thereafter in writing by their solicitors.

4.13 Interpretation – Wherever the singular is used or neuter is used in this agreement, it includes the plural, the feminine, the masculine or body corporate where the context or the parties so required.

V30246\VAN_LAW\ 366851\6

of 14 pages

4.14 Governing Law – This agreement will be governed by and construed in accordance with the laws of British Columbia.

As evidence of their agreement to be bound by the terms of this agreement, the parties have executed under seal the Land Title Act Form C to which this agreement is attached and which forms part of this agreement.

V30246\VAN_LAW\ 366851\6

of 14 pages

CONSENT AND PRIORITY AGREEMENT

WHEREAS _________________ (the “Chargeholder”) is the holder of ______________ (the “Charge”) encumbering the lands (the “Lands”) described in item 2 of the Land Title Act Form C attached hereto, which was registered in the Vancouver/New Westminster Land Title Office under number ___________.

THEREFORE THIS CONSENT AND PRIORITY AGREEMENT IS EVIDENCE THAT IN CONSIDERATION OF $1.00 AND OTHER GOOD AND VALUABLE CONSIDERATION PAID BY THE TRANSFEREE TO THE CHARGEHOLDER:

1. The Chargeholder hereby consents to the granting and registration of the Option to Purchase attached hereto (the “Option to Purchase”) and the Right of First Refusal attached hereto (the “Right of First Refusal”), and the Chargeholder hereby agrees that the Option to Purchase shall be binding upon its interest in and to the Lands.

2. The Chargeholder hereby grants to the transferee described in item 6 of the Land Title Act Form C and the Right of First Refusal attached hereto priority for the Option to Purchase over the Chargeholder’s right, title and interest in and to the Lands, and the Chargeholder does hereby postpone the Charge and all of its right, title and interest thereunder to the Option to Purchase as if the Option to Purchase had been executed, delivered and registered prior to the execution, delivery and registration of the Charge.

IN WITNESS WHEREOF, the Chargeholder has executed and delivered this Consent and Priority Agreement by executing the Land Title Act Form C above which is attached hereto and forms part of this Agreement.

END OF DOCUMENT

V30246\VAN_LAW\ 366851\6