AGENCY AGREEMENTAgency Agreement • July 3rd, 2012 • Ontario
Contract Type FiledJuly 3rd, 2012 JurisdictionDundee Securities Ltd. (“Dundee”) and Canaccord Genuity Corp. ("Canaccord" and, together with Dundee, the "Lead Agents"), and National Bank Financial Inc. (“National Bank”), Raymond James Ltd. (“Raymond James”), Scotia Capital Inc. (“Scotia”), GMP Securities L.P. (“GMP”), Desjardins Securities Inc. (“Desjardins”), HSBC Securities (Canada) Inc. (“HSBC”), Macquarie Capital Markets Canada Ltd. (“Macquarie”), Sora Group Wealth Advisors Inc. (“Sora”) and Union Securities Ltd. (“Union”) (collectively with the Lead Agents, the "Agents") understand that PURE Multi-Family REIT LP (the "REIT LP") desires to issue and sell through the Agents 10,000,000 class A Units of the REIT LP (the "Initial Units"), which Initial Units will have the material attributes described in and contemplated by the Prospectus (as defined below), all as more particularly described below, and is prepared: