EXHIBIT 10.18
OFFER TO PURCHASE
FROM: XXXXXX XXXXXXXX CAPITAL CORP.
000 - 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
V6E 4A2
(herein called the "Purchaser")
TO: SOHO ENTERPRISES LTD.
000 - 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
V6B 2S2
(herein called the "Vendor")
1. PURCHASE PRICE
--------------
1.1 The Purchaser hereby offers to purchase from the Vendor:
(a) those certain parcels of land located in the City of Vancouver, Province of
British Columbia and more particularly described on Schedule "B" hereto
(herein collectively called the "Lands");
(b) all buildings, improvements, structures, fixtures, appurtenances and
attachments to the Lands, whether or not attached thereto and forming part
thereof, including all systems on the Lands of a mechanical nature and
without limiting the generality of the foregoing all heating, lighting,
air-conditioning, plumbing, electrical, ventilation, drainage, water,
elevator and other mechanical fixtures and systems (including, without
limitation, all antennae, blinds, awnings, tracks, valences, fixed
carpeting, boilers, incinerators and trade fixtures and fittings) save and
except any such items which are the property of the tenants (herein
collectively called the "Building"); and
(c) all of the equipment, furniture, inventory, appliances, chattels and other
personal property comprising part of or used in the operation and
management of the Lands and the Building in the possession or control of
the Vendor and save and except any such items which are the property of the
tenants (herein collectively called the "Chattels")
(the Lands, the Building and the Chattels are herein collectively called the
"Property"); all free and clear of all liens, charges and encumbrances of any
nature whatsoever other than those set out in Schedule "A" hereto (herein called
the "Permitted Encumbrances") for the price of Three
Million One Hundred and Twenty Five Thousand Dollars ($3,125,000) of lawful
money of Canada (herein called the "Purchase Price") to be paid as set out in
paragraph 2.
2. PAYMENT OF PURCHASE PRICE
-------------------------
2.1 The Purchase Price shall be paid by the Purchaser as follows:
(a) as to $10,000, by payment of such amount within two business days after the
Acceptance Date (as hereinafter defined), by cheque payable to and held by
the Purchaser's solicitors, Xxxxx, Xxxxxx;
(b) as to $140,000, by payment of such amount on the Waiver Date (as
hereinafter defined) by cheque payable to and held by Xxxxx, Xxxxxx; and
(c) as to the balance, by payment of such amount, as adjusted pursuant to
paragraph 4.3 and with respect to all matters normally adjusted in real
estate transactions of this nature, on or before the Closing Date (as
hereinafter defined).
2.2 The Purchaser shall pay the sum required to be paid pursuant to sub-
paragraphs 2.1(a) and 2.1(b) on the date payment thereof is required, such
amount being applicable to the Purchase Price on the Closing Date unless the
Offer has expired pursuant to paragraph 6.4 or the Purchaser has failed to
complete the Offer as provided for in paragraph 10.
2.3 Should any date for payment hereunder fall on a weekend or statutory
holiday, then the payment shall be paid on the next following business day.
3. ALLOCATION OF PURCHASE PRICE
----------------------------
3.1 The Vendor and Purchaser will endeavour to agree on an allocation of
the Purchase Price between the Lands, Building and Chattels, but failing such
agreement, the allocation of the Purchase Price will be left not agreed on.
4. CLOSING DATE ADJUSTMENTS AND RISK
---------------------------------
4.1 The completion of the transaction of purchase and sale contemplated
by this Offer shall take place on the date (herein called the "Closing Date")
which is sixty (60) days after the Waiver Date.
4.2 The Vendor shall deliver to the Purchaser vacant possession of the
Property, free and clear of all liens, charges and encumbrances other than the
Permitted Encumbrances by 5:00 p.m. on the Closing Date.
4.3 Subject to the provisions of this Agreement, all taxes, mortgage
payments, charges and other outgoings whatsoever rated, charged, assessed or
otherwise imposed on the Lands shall be discharged and paid and all rents and
profits shall belong to the Vendor up to but not after the Closing Date and from
and thereafter all taxes, mortgage payments, charges and other outgoings
whatsoever shall be paid and discharged and the rents and profits shall belong
to the Purchaser. The Vendor does hereby indemnify the Purchaser for any taxes,
service contracts, levies, liens,
-2-
encumbrances, charges and other outgoings whatsoever which are the
responsibility of the Vendor but paid by the Purchaser.
4.4 The Property shall be at the risk of the Vendor until and including the
Closing Date. If, on or before the Closing Date, the Property is expropriated or
damaged by fire or other perils and such damage cannot reasonably be repaired by
the Vendor at a cost of less than $200,000, then the Purchaser may within 30
days after such event elect in writing:
(a) to not complete the sale and purchase herein; or
(b) to complete the sale and purchase herein, in which case the closing shall
be on the following further terms and conditions:
(i) in the case of expropriation, the expropriation proceeds shall be
assigned and shall be paid to the Purchaser and that part of the
Property not so expropriated shall be sold and shall be the subject of
the representations and warranties herein contained; or
(ii) in the case of damage, the representations and warranties herein
contained shall be limited to exclude the effect of such damage and
all payments made pursuant to any existing insurance policies thereto
in excess of amounts required to be paid to repair such damage shall
be assigned and shall be payable to the Purchaser.
4.5 If the events referred to in paragraph 4.4 shall occur within 10 days prior
to the Closing Date, and if the Purchaser elects after the Closing Date as
permitted herein then the Closing Date shall be on the business day next
following the day which is 10 days after the date of such election.
5. VENDOR COOPERATION
------------------
5.1 Within seven business days after the date (herein called the
"Acceptance Date") upon which the Vendor delivers to the Purchaser (or the
Purchaser's solicitors) a duly accepted copy of this Offer as provided herein
the Vendor shall deliver at its own expense to the Purchaser, the following:
(a) to the extent in the possession or control of the Vendor, a survey
certified by a qualified surveyor under his hand and seal showing the
location of the Building in relation to the lot lines of the Lands and the
streets, all encroachments and easements benefiting or charging the Lands,
and confirming the legal description of the Lands;
(b) copies of all material agreements currently in effect relating to the
Property or any part thereof and binding the Vendor or under which the
Vendor has any rights, including, without limitation, all leases and
tenancy agreements, maintenance, management, parking, agency and service
contracts and all amendments thereto, all certified by an executive officer
of the Vendor as being true copies thereof and as constituting all
documents of the nature described in this sub-paragraph 5.1(b);
-3-
(c) a list and details of all warranties and guarantees, if any, in the
possession of the Vendor from contractors, sub-contractors and suppliers
with respect to the Building;
-4-
(d) a list of all the Chattels used in the operation of the Building certified
by an executive officer of the Vendor as comprising all the equipment,
furniture, inventory, appliances, chattels and other personal property
which are material to the operation of the Building;
(e) to the extent available, a complete set of "as built" architectural,
structural and mechanical plans as well as specifications of the Building;
(f) a complete set of architectural, structural and mechanical plans pertaining
to the Vendor's proposed redevelopment of the Building;
(g) copies of all consultants reports which may be in the possession of the
Vendor pertaining to its proposed redevelopment of the Building;
(h) copies of all contractors and sub-contractors estimates which may be in the
possession of the Vendor pertaining to its proposed redevelopment of the
Building;
(i) copies of all correspondence between the Vendor or its consultants and the
City of Vancouver pertaining to the Vendor's proposed redevelopment of the
Building including applications for development or building permits;
(j) authorization consents from the Vendor addressed to all necessary
provincial, federal and municipal taxing authorities and any Crown agencies
entitled to register liens or charges against the Property, with respect to
the status of remissions to the said authorities and agencies;
(k) copies of all appraisals and environmental reports pertaining to the
Property in the possession of the Vendor; and
(l) such further documents and information relating to the Property as may be
in the possession of the Vendor and as the Purchaser or its solicitors may
reasonably require.
6. CONDITIONS PRECEDENT
--------------------
6.1 The Purchaser's obligation to complete the purchase of the Property
is subject to the Purchaser delivering to the Vendor not later than the date
(herein called the "Waiver Date") which is sixty (60) days after the Acceptance
Date, a written notice confirming:
(a) that the Purchaser has received and reviewed the documents and materials
delivered pursuant to paragraph 5 of this Offer and the said documents and
materials are approved by, and satisfactory to, the Purchaser;
(b) that the Purchaser has examined title to the Lands, the Building and the
Chattels and has made any other examinations and inquiries it deems
appropriate to reasonably satisfy itself that this transaction is
acceptable to it, and that said examinations and inquiries are approved by,
and satisfactory to, the Purchaser;
-5-
(c) that the Purchaser has obtained approval, to its satisfaction, from the
City of Vancouver of the Purchaser application to develop the Property
including changing the use of the ground floor of the Building to
retail/restaurant; and
(d) that the Purchaser has obtained financing on terms satisfactory to the
Purchaser.
6.2 The conditions set forth in paragraph 6.1 above are included for the sole
benefit of the Purchaser and may be unilaterally waived in writing in whole or
in part by the Purchaser at any time.
6.3 If any of the conditions set forth in paragraph 6.1 has not been either
satisfied or waived in writing by the Purchaser within the time herein set
forth, the Offer shall immediately expire and be at an end and all sums paid
pursuant to paragraph 2 hereof together with accrued interest thereon, shall be
returned forthwith to the Purchaser.
7. VENDOR'S REPRESENTATIONS AND WARRANTIES
---------------------------------------
7.1 The Vendor hereby acknowledges that the Purchaser is relying on the
following representations and warranties in connection with the purchase of the
Property by the Purchaser. The Vendor hereby represents and warrants to the
Purchaser, as representations and warranties which are true now and will be true
from this date to and including the Closing Date, that:
(a) the Vendor is and on the Closing Date shall be the sole registered owner of
the Property free and clear of all liens, claims, judgements, charges,
caveats and encumbrances whatsoever save and except the Permitted
Encumbrances, and that the Vendor has the full right and authority to
transfer valid title to the Property to the Purchaser;
(b) the Vendor shall transfer to the Purchaser on the Closing Date title to the
Property free and clear of all liens, claims, judgements, charges, caveats,
and encumbrances whatsoever, save and except the Permitted Encumbrances;
(c) all civic and municipal taxes, rates, levies and assessments whatsoever
then due and owing with respect to the Property shall be paid in full on
the Closing Date or shall be the subject of the adjustment of the Purchase
Price contemplated by section 4.3 above;
(d) paragraph intentionally deleted
(e) the Building has been maintained in working order and is not subject to any
outstanding work order or notice of defect or non-compliance from any
provincial, civic or municipal board or official or Board of Fire
Underwriters or like authority;
(f) paragraph intentionally deleted
(g) the Vendor possesses all necessary licenses, permits, agreements and other
rights to lease and operate the Property as currently operated and in
accordance with
-6-
environmental laws and that all terms and conditions of any such licences,
permits, agreements and other rights have been duly complied with and are
in good standing;
(h) to its knowledge the Vendor has complied with all governmental laws,
ordinances, by-laws and regulations affecting the Lands and the Property
and is not in default of any of the same and has had no notice from any
governmental authorities to change, modify or alter any licences,
conditions of operating, building structure or otherwise which could affect
the use or operation of the Lands or the Property and paid all monies due
and payable under all agreements relating to the development, management
and operation of the Property;
(i) paragraph intentionally deleted
(j) paragraph intentionally deleted
(k) there is no claim or litigation pending or threatened with respect to the
Property or the occupancy or use thereof which could affect the right of
the Purchaser to own or use the Property;
(l) to the Vendor's knowledge there is no proceeding by or before any
governmental commission, department, board, authority or other
administrative officer pending or threatened which could affect the right
of the Purchaser to own or use the Property;
(m) there is no collective bargaining agreement or certification before any
labour authority or board affecting any employees employed by the Vendor in
connection with the Property;
(n) to the Vendor's knowledge, and except as reflected in any environmental
reports or materials provided to the Purchaser, the Property is free of
any explosives, radioactive materials, asbestos materials, urea
formaldehyde, underground or aboveground tanks, pollutants, contaminants,
deleterious substances, dangerous goods or substances, hazardous, corrosive
or toxic substances, special waste or waste of any kind or any other
substance the storage, manufacture, disposal, handling, treatment,
generation, use, transport, remediation or release into the environment of
which is prohibited, controlled or regulated under any federal, provincial,
municipal or other governmental authority (herein called "Contaminants") .
The Purchaser acknowledges that it will be responsible for the
environmental matters disclosed in the Phase I environmental report which
is being provided to the Purchaser by the Vendor, including without
limitation the direct and indirect costs involved in any required
remediation of such environmental matters. The Purchaser also hereby
waivers any rights it may have to receive a site profile from the Vendor
pursuant to the provisions of the Waste Management Act of British Columbia;
(o) to its knowledge, and except as reflected in any environmental reports or
materials provided to the Purchaser, the Vendor has not used or permitted
the Property to be used, and has no knowledge of the Property being used,
for the storage, manufacture, disposal, treatment, handling, generation or
release into the
-7-
environment, including by way of discharge, emission, spill, deposit,
leakage or otherwise, of any Contaminants, for waste disposal or landfill
purposes or for any other purpose which may result or has resulted in
Contaminants in, on, under or migrating to or from the Property;
(p) the Vendor has fully disclosed to the Purchaser all environmental reports,
investigations, assessments, audits, studies, permits, licences and records
in the possession or control of the Vendor with respect to the Property and
relating to Contaminants or environmental laws and the Vendor has not
obtained or performed any environmental reports, investigations,
assessments, audits or other studies with respect to the Property except as
disclosed in writing to the Purchaser.
(q) that all wages due and payable to employees of the Vendor employed in
connection with the Property have been paid;
(r) the Vendor hereby authorizes the Purchaser to submit development permit and
building permit applications pertaining to its intended redevelopment of
the Property and will execute specific authorizations in writing in a
timely manner if requested by the Purchaser;
(s) that on the Closing Date the Vendor shall not have any indebtedness to any
person, business, company or government authority which by operation of law
or otherwise then constitutes a lien, charge or encumbrance on the Property
or which could affect the right of the Purchaser to own, occupy and obtain
revenue from the Property save and except for the Permitted Encumbrances;
(t) that the Vendor is a resident of Canada for the purposes of the Income Tax
----------
Act, R.S.C. 1985, Chapter 1 (5th Supp.) as amended (the "Income Tax Act");
--- --------------
and
(u) from the present date until the Closing Date the Vendor shall:
(i) maintain insurance coverage of the scope and in the amount presently
held;
(ii) maintain the Lands, the Buildings and the Chattels in the same manner
and to the same standard as prior to the date of this Agreement and
not sell or dispose of any of them; and
(iii) maintain all licences and permits pertaining to the Property and all
charges on the Lands in good standing, and will not enter into any
new contracts or amend any of the foregoing contracts without the
prior written consent of the Purchaser which is not to be
unreasonably withheld.
7.2 The representations, warranties, covenants and agreements of the Vendor
contained in this Offer shall survive the Closing of the sale and purchase of
the Property for a period of twelve (12) months and the Vendor covenants that
all of the representations, warranties, covenants and agreements contained
herein shall be true and correct as of the Closing Date as if made on that date.
-8-
8. PURCHASER INQUIRIES
-------------------
8.1 After the acceptance of this Offer by the Vendor, the Purchaser,
through its officers, employees and other authorized agents and representatives,
will have the right:
(a) to examine at the Vendor's offices during normal business hours, the
originals of all documents referred to in paragraph 5.1 hereof in the
possession of or reasonably obtainable by the Vendor or its agents;
(b) to inspect and examine the Building (and the Vendor hereby grants to the
Purchaser, access to the Building at all reasonable times to inspect and
examine the same) for the purpose of verifying the design and condition of
the electrical, mechanical, heating, ventilating, sewage systems and
structural condition of the Building, the state of repair thereof, the
location of the Building, and to present the Building to prospective
tenants, purchasers and lenders on the understanding and condition that the
Purchaser shall indemnify and save harmless the Vendor from and against any
and all losses and damages suffered or incurred as a result of such
inspections and examinations and that the Purchaser shall forthwith repair
any damage caused by such inspections and examinations; and
(c) to erect "For Lease" and "For Sale" signs on the Building.
8.2 The Vendor shall use reasonable commercial efforts to enable the
Purchaser to make reasonable inspections of the Building. The Purchaser, its
employees, agents, engineers, architects, contractors and surveyors and all
other parties acting under the authority of the Purchaser shall not do any act
which would harm or unreasonably disrupt the Vendor or its tenants.
8.3 The Vendor covenants and agrees to cooperate with and assist the
Purchaser in the aforesaid examinations and inquiries.
9. CLOSING DOCUMENTS AND PROCEDURE
-------------------------------
9.1 On or before 9:00 a.m. on the Closing Date, the Vendor shall deliver
the following documents, duly executed (hereinafter collectively called the
"Closing Documents") to the solicitors for the Purchaser:
(a) a deed or transfer of title conveying the Lands and the Building to the
Purchaser;
(b) a bill of sale conveying the Chattels to the Purchaser;
-9-
(c) a Statement of Adjustments wherein, inter alia, the Vendor shall credit to
the Purchaser any and all prepaid rents, parking fees, security deposits,
prepaid maintenance fees, any interest due to tenants therefrom, if any,
which may be in the possession of the Vendor on the Closing Date, and
wherein taxes, rentals, water rates and utility charges are apportioned and
allowed to the Closing Date;
(d) an assignment or assignments to the Purchaser, and an assumption by the
Purchaser of all of the Vendor's obligations thereunder, of all agreements,
contracts and other rights described in paragraphs 5.1(b) and 5.1(c) as the
Purchaser may request, provided the Purchaser is not obligated to take any
assignment of such items;
(e) a statutory declaration by an executive officer of the Vendor or other
evidence reasonably satisfactory to the Purchaser certifying that the
Vendor is a resident of Canada for the purposes of the Income Tax Act of
--------------
Canada;
(f) an opinion of counsel for the Vendor, satisfactory to the solicitors for
the Purchaser, to the effect that the transactions as contemplated hereby
and all documents required to be delivered by the Vendor hereunder have
been duly authorized, executed and delivered and that the Vendor has the
corporate power to enter into the transactions contemplated hereby;
(g) a certificate of an executive officer of the Vendor dated as of the Closing
Date that the Vendor's representations and warranties set out in this Offer
are then true and accurate in all material respects;
(h) discharges and release of all mortgages, charges, encumbrances, judgements,
liens and caveats affecting the Property save and except the Permitted
Encumbrances; and
(i) such other instruments, documents, agreements, assignments and assurances
as the solicitors for the Purchaser may reasonably require in order to
complete the purchase of the Property and to give effect to this Offer and
agreement.
9.2 On the Closing Date, following the receipt of all of the Closing
Documents by the Purchaser's solicitor and registration of transfers of the
Lands in the Vancouver Land Title Office the Purchaser shall deliver to the
Vendor's solicitors the balance of the Purchase Price then payable, if any, and
any adjustments shown as due the Vendor in the Vendor's Statement of
Adjustments, in trust.
9.3 All the Closing Documents shall be in a form satisfactory to the solicitors
for the Purchaser acting reasonably and, where applicable, in a form suitable
for registration in the appropriate offices of public record.
9.4 Any tender of documents or money under this Offer may be made upon the
solicitor acting for the party upon whom tender is desired and tender may be
made by certified cheque, solicitor's trust cheque or bank draft.
-10-
9.5 The costs of discharging any existing mortgages and all other charges,
liens, encumbrances, and related caveats other than the Permitted Encumbrances
are to be borne by the Vendor.
9.6 The costs of the registration of all bills of sale, transfers, and such
other documents as are necessary to complete the purchase of the Property shall
be borne by the Purchaser.
9.7 The parties shall each execute and deliver such further documents and
instruments and do all such acts and things as may be reasonably necessary or
requisite to carry out the full intent and meaning of this Offer and agreement
and to effect the transaction contemplated by this Offer and agreement.
9.8 The Purchaser is a GST registrant under Business Number 887357424 and
will provide a certificate confirming same on the Closing Date.
10. REMEDIES
--------
10.1 If the conditions precedent to this Offer are satisfied or waived by
the Purchaser within the time herein set forth, the Vendor is not in default
hereunder and the Purchaser fails to complete the purchase of the Property in
accordance with the terms hereof by the Closing Date, then the Vendor may, as
its sole remedy, cancel this Offer, in which event the sums referred to in sub-
paragraphs 2.1(a) and 2.1(b) of this Offer (herein called the "Deposit")
together with any interest earned thereon shall be paid to and forfeited to the
Vendor as liquidated damages and the Vendor shall have no further claims of any
nature whatsoever against the Purchaser whether arising from this Offer, at law
or in equity. The Deposit and all accrued interest earned thereon shall be
returned to the Purchaser forthwith upon request by the Purchaser if any of the
conditions provided for in paragraph 6.1 hereof shall not be satisfied or waived
within the time therein limited.
11. SURVIVAL OF OBLIGATIONS
-----------------------
11.1 Except as otherwise specifically provided herein the obligations of
the parties arising herefrom shall not merge on the Closing Date but shall
survive for a period of twelve (12) months.
12. BINDING AGREEMENT OF PURCHASE AND SALE
--------------------------------------
12.1 This Offer, if accepted, shall with such acceptance, constitute a
binding agreement of purchase and sale, subject to the provisions hereof.
12.2 If this Agreement contains subject conditions then notwithstanding
anything to the contrary contained herein the Vendor will receive and retain, as
outright and non-refundable consideration, the sum of $100.00 out of the deposit
upon the Vendor signing this Agreement and in consideration therefor the Vendor
covenants and agrees not to withdraw its acceptance of the offer constituted by
this Agreement, prior to the time for removal of any subject conditions
contained herein.
-11-
13. TIME IS OF THE ESSENCE
----------------------
13.1 It is understood and agreed that time shall be of the essence of
this Offer and the agreement resulting therefrom upon acceptance of this Offer
by the Vendor
14. NOTICE
------
14.1 All notices, acceptances, demands, requests or deliveries to be
given or performed by either party to the other shall be in writing and
delivered by hand or sent by prepaid registered mail to the parties at their
respective addresses unless there is a disruption in mail service in which event
such notices, acceptances, demands, request of deliveries must be delivered by
hand. Unless notice of change of address shall be given by either party to the
other, their respective addresses for these purposes shall be as follows:
(a) PURCHASER: 0000-0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X. V6E 2K3
(b) VENDOR: 000-0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X. V6B 2S2
and if such notice is sent by prepaid registered mail, it shall be deemed to
have been received on the third business day following the mailing thereof or if
such notice is delivered by hand, it shall be deemed to have been received upon
actual delivery thereof.
15. COMMISSION
----------
15.1 The Purchaser will be responsible for the payment of a real estate
commission to Xxxxxxx Real Estate Ltd. as a result of the purchase and sale of
the Property.
16. ENUREMENT
---------
16.1 This Offer and the agreement which will result from acceptance thereof
shall enure to the benefit of and be binding upon the parties hereto, and their
respective heirs, executors, administrators, successors and assigns. The
Purchaser shall have the right to assign all or any part of the Purchaser's
interest in and to this Offer or any agreement resulting therefrom at any time
after acceptance of this Offer by the Vendor provided that the Purchaser shall
remain liable and responsible for the performance of its obligations hereunder.
-12-
17. DURATION OF OFFER
-----------------
17.1 This Offer shall be open for acceptance by the Vendor until 4:00 p.m. local
Vancouver time, on April 27, 1999 after which time, if not accepted, it shall by
lapse of time alone become null and void and of no effect provided always that
the parties may by agreement in writing extend the time for acceptance of this
Offer. This Offer may only be accepted by delivering a copy hereof accepted as
set out below, to the Purchaser within the time set out above.
IN WITNESS WHEREOF the Purchaser has executed this Offer to Purchase this 22nd
day of April, 1999.
XXXXXX XXXXXXXX CAPITAL CORP.
-----------------------------
Per: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Xxxxxxx X. Xxxxxx
Per: /s/ X. Xxxx Xxxxxxxx
-------------------------------
X. Xxxx Xxxxxxxx
18. VENDOR'S ACCEPTANCE OF OFFER
----------------------------
18.1 The Vendor herein hereby accepts the foregoing Offer to Purchaser of
the Purchaser and hereby agrees with the Purchaser to be bound by all of the
warranties, representations, covenants, terms and conditions hereof.
IN WITNESS WHEREOF the Vendor has executed this Acceptance and this Offer and
Agreement on the 23rd day of April, 1999.
-13-
SIGNED, SEALED AND DELIVERED by SOHO )
ENTERPRISES LTD. in the presence of: )
)
/s/ Xxxx Xxxxxxxx )
-------------------------------------- )
Name )
3425 Pt. Grey Rd. )
-------------------------------------- ) Per: /s/ W.D. Xxxxxxx Xxxxx
) ___________________________
Address ) Director
Vancouver, BC )
-------------------------------------- )
Director Business Affairs )
-------------------------------------- )
Occupation )
-14-
SCHEDULE "A"
TO
OFFER TO PURCHASE AGREEMENT BETWEEN
XXXXXX XXXXXXXX CAPITAL CORP., AND SOHO ENTERPRISES LTD.
DATED FOR REFERENCE THE 22ND DAY OF APRIL, 1999
PERMITTED ENCUMBRANCES
----------------------
E45612 Easement and indemnity agreement in favour of City of Vancouver
BJ265954 Easement and indemnity agreement in favour of City of Vancouver
SCHEDULE "B"
TO
OFFER TO PURCHASE AGREEMENT BETWEEN
XXXXXX XXXXXXXX CAPITAL CORP., AND SOHO ENTERPRISES LTD.
DATED FOR REFERENCE THE 22ND DAY OF APRIL, 1999
LEGAL DESCRIPTION
-----------------
Parcel Identifier: 000-000-000
Lot 25 Block 76 District Lot 541 Plan 3469
SCHEDULE "C"
TO
OFFER TO PURCHASE AGREEMENT BETWEEN
XXXXXX XXXXXXXX CAPITAL CORP., AND SOHO ENTERPRISES LTD.
DATED FOR REFERENCE THE 22ND DAY OF APRIL, 1999
MODIFICATION AGREEMENT
TO
OFFER TO PURCHASE AGREEMENT BETWEEN
XXXXXX XXXXXXXX CAPITAL CORP. AS PURCHASER,
AND SOHO ENTERPRISES LTD. AS VENDOR
DATED FOR REFERENCE THE 22ND DAY OF APRIL, 1999
The Purchaser and Vendor hereby agree to modify the Offer to Purchase Agreement
as follows:
1. In paragraph 2.2, the reference to "paragraph 6.4" shall be deleted and
replaced by "paragraph 6.3"; and
2. Paragraph 4.2 shall be deleted and replaced by the following:
"The Property shall be free and clear of all liens, charges and
encumbrances other than the Permitted Encumbrances on the Closing Date,
and the Vendor shall deliver vacant possession of the Property by 5:00
p.m. on the date that is the later of the Closing Date and September 1,
1999."
All other terms and conditions of the Offer to Purchase Agreement shall remain
in full force and effect.
This modification agreement has been executed by the parties at Vancouver, B.C.
as of this 23rd day of April, 1999.
XXXXXX XXXXXXXX CAPITAL CORP.
Per: /s/ X. Xxxx Xxxxxxxx
------------------------------
Authorized Signatory
SOHO ENTERPRISES LTD.
Per: /s/ W.D. Xxxxxxx Xxxxx
------------------------------
Authorized Signatory
