OFFER TO PURCHASE AND PURCHASE AND SALE AGREEMENT

ARTICLE 1 — DEFINITIONS

1.1 Definitions — In this Agreement:

(a) "Adjacent Lots" means the following parcels of land in the City of Langford legally described as:

(b) "Appraiser" means a professional real estate appraiser who is a member of the Appraisal Institute of Canada — British Columbia, or its successor or other organization that provides the same or similar service at the applicable time.

(c) "Approving Officer" means the approving officer appointed pursuant to the Land Title Act with respect to subdivision of land in the City of Langford.

(d) "Assignment Agreement" has the meaning set out in Recital A of this Agreement.

(e) "Business Day" means a day other than a Saturday, Sunday or statutory holiday in British Columbia.

(f) "City's Lands" has the meaning set out In Section 7.1.

(g) "City's Project" means the presentation theatre project which the City proposes to design, construct and develop on the Subdivided Lot and the Adjacent Lots;

(h) "City's Solicitors" means Young, Anderson (attention: Joe Scafe), or such other solicitors as the City may, by notice given to RRU, from time to time designate.

(i) "Closing Documents" means the documents to be delivered by RRU and/or the City pursuant to Section 6.2(a) or 6.2(b), as the case may be.

(j) "Contaminants" means: (I) as defined in the Environmental Management Act (British Columbia), any biomedical waste, contamination, contaminant, effluent, pollution, recyclable material, refuse, special waste or waste; (ii) matter of any kind which is or may be harmful to safety or health or to the environment; or (iii) matter of any kind the storage, manufacture, disposal, emission, discharge, treatment, generation, use, transport, release, remediation, mitigation or removal of which is now or is at any time required, prohibited, controlled, regulated or licensed under any Environmental Laws.

(k) "Cost of Demolition" means all reasonable out-of-pocket costs incurred by RRU to demolish and remove all existing buildings on the Subdivided Lot as contemplated in Section 4.2(a) and to remove all Contaminants as contemplated in Section 8.3. "Cost of Demolition" will not include any costs Incurred by RRU in respect of the demolition or removal of any buildings or parts of buildings to the extent that such buildings or parts of buildings encroach on the Remaining Lands, which costs will be for the sole account of RRU.

(l) "Deposit" has the meaning set out in Section 2.2(a) of this Agreement.

(m) "Documents" has the meaning set out in Section 5.3.

(n) "Environmental Law" means any past, present, or future common law or principle, enactment, statute, regulation, order, bylaw or permit, and any requirement, standard or guideline of any federal, provincial or local government authority or agency having jurisdiction, relating to the environment, environmental protection, pollution or public or occupational safety or health.

(o) "Governmental Charges" includes all taxes, customs, duties, rates, levies, assessments, re-assessments and other charges, together with all penalties, interests and fines with respect thereto, payable to any federal, provincial, local or other government or governmental agency, authority, City, bureau or commission, domestic or foreign.

(p) "GST" means any tax levied under Part IX of the Excise Tax Act (Canada) as the same may be amended or replaced from time to time, including for certainty, goods and services tax as applicable.

(q) "Historical Plan" means historical plan of subdivision of Lot F no. 3544.

(r) "Interest Rate" means one percentage point above the rate of interest per annum from time to time publicly quoted by Royal Bank of Canada, Main Branch, Vancouver, British Columbia (commonly known as its "prime rate") used by it to determine variable rates of interest charged by it from time to time on Canadian dollar demand loans.

(s) "Leaseback" means the lease between RRU as Landlord and the Original Vendor with respect to Lot 3 on the Historical Plan and the church building and other building located primarily on Lot 3 of the Historical Plan.

(t) "LTO" means the Victoria Land Title Office.

(u) "Option" has the meaning set out in Recital B of this Agreement.

(v) "Option for City's Lands" has the meaning set out in Section 7.2.

(w) "Original Lands" means the following parcels of land in the City of Langford legally described as:

(x) "Original Purchase Agreement" has the meaning set out in Recital A of this Agreement.

(y) "Original Vendor" has the meaning set out in Recital A of this Agreement.

(z) "Permitted Encumbrances" means the reservations and exceptions contained in the original grant from the Crown and any liens, charges, or encumbrances registered in favour of the City of Langford as well as any easements or covenants required In connection with the Subdivision.

(aa) "Purchase Price" means $597,873.00, subject to adjustment as set out in Section 2.4.

(bb) "Remaining Lands" means that part of the Original Lands as remain after the Subdivision.

(cc) "RRUss Project" means the design, construction and development of the multiphase institution of higher learning which RRU proposes to construct on the Remaining Lands.

(dd) "RRU's Solicitors" means Clark Wilson LIP (attention: Sam Shury), or such other solicitors as RRU may, by notice given to the City, from time to time designate.

(ee) "Statement of Adjustments" means the statement, to be prepared by RRU, as contemplated In Section 2.4(b), and approved by the City, acting reasonably, setting out the adjustments to be made to the Purchase Price as at the Transfer Date.

(ff) "Subdivided Lot" means that portion of the Original Lands that was previously shown as Lot 3 on the Historical Plan, provided that if the area of such Subdivided Lot varies from the area of Lot 3 as shown on the Historical Plan pursuant to the Subdivision or as the result of dedications made to the City, "Subdivided Lot" means that portion of the Original Lands that was previously shown as Lot 3 on the Historical Plan as so varied.

(gg) "Subdivision" means the subdivision of the Subdivided Lot from the Original Lands Into a separate fee simple legal lot.

(hh) "Subdivision Plan" means one or more survey plans necessary to affect the Subdivision.

(ii) "Transaction" means the purchase and sale transaction in respect of the Subdivided Lot pursuant to this Agreement.

(jj) "Transfer" means the Form A freehold transfer in registrable form transferring the estate in fee simple of the Subdivided Lot to the City.

(kk) "Transfer Date" means the first Business Day that is 30 days after the condition precedent set out in Section 4.1(b) has been satisfied or such later date as the parties may agree in writing.

ARTICLE 2 — PURCHASE AND SALE

2.1 Purchase and Sale

The City will purchase from RRU, and RRU will sell to the City, the Subdivided Lot, free and clear of all registered liens, charges and encumbrances, except for the Permitted Encumbrances, for the Purchase Price, on the terms and conditions of this Agreement.

2.2 Payment of Purchase Price

The City will pay the Purchase Price as follows:

(a) by payment of $149,468.00 (the "Deposit") to RRU's Solicitors within two (2) Business Days of the execution and delivery of this Agreement by the City and RRU, to be deposited and held by RRU's Solicitors in trust, pending completion of the Transaction or other termination of this Agreement;

(b) by payment to RRU on the Transfer Date of the remainder of the Purchase Price, as adjusted in accordance with Section 2.4, plus: (i) the Cost of Demolition, provided that RRU has provided the City with reasonable proof of same; and
(ii) interest at the Interest Rate on the remainder of the Purchase Price from and including January 1, 2022 to but excluding the Transfer Date.

2.3 The Deposit

The parties hereby irrevocably authorize and direct RRU's Solicitors to invest the Deposit in an interest-bearing trust account or certificates of deposit and to pay the Deposit as set out in this Agreement, without the necessity of further notice to, or consent of either party. Interest earned on the Deposit is for the account of RRU unless the Deposit and interest Is paid to the City in accordance with this Section 2.3. The parties hereby release RRU's Solicitors for all good-faith acts done in furtherance of the foregoing authorization and direction. The provisions of this Section 2.3 will survive termination of this Agreement.

The Deposit will be credited to the Purchase Price and the Deposit and any accrued interest thereon will be paid to RRU if the Transaction is completed in accordance with the terms hereof. The Deposit and any accrued interest thereon will be forfeited to RRU If the City Is in default of its obligation to complete the Transaction as liquidated damages (the parties hereby agreeing that such amount constitutes a genuine pre-estimate of damages) and as RRU's sole and exclusive remedy, or will be paid in full to the City in the event that the City elects to terminate this Agreement due to RRU being In default of its obligation to complete the Transaction. The Deposit and any accrued interest thereon will be paid to the City if the conditions precedent contemplated in Section 4.1 have not been satisfied by the applicable dates as set out therein.

2.4 Adjustments to the Purchase Price Generally

RRU will be responsible for all expenses and entitled to all income from the Subdivided Lot for the period preceding the Transfer Date and commencing on the Transfer Date and thereafter, the City will be responsible for all expenses and will be entitled to all income from the Subdivided Lot and:

(a) all adjustments to the Purchase Price, both incoming and outgoing, usually the subject of adjustment between a vendor and a purchaser In connection with the purchase and sale of land, Including adjustments of property taxes, utilities and rents (except pre-paid rents) will be made as of the Transfer Date;

(b) RRU, acting reasonably, will prepare and deliver a draft statement of adjustments (the "Statement of Adjustments") to the City at least 5 Business Days prior to the Transfer Date, together with reasonable details of the calculations used by RRU to arrive at all debits and credits on such