Table of Contents

APPENDIX H —
RIGHTS OF REFUSAL LANDS

APPENDIX H-1   Map of Rights of Refusal Lands
APPENDIX H-2 Parcel Description of Rights of Refusal Lands
APPENDIX H-3 Forms of Rights of Refusal Documents
  Document 1 Right of Refusal to Purchase (Standard)
  Document 2 Right of Refusal to Purchase (Parcel A)

APPENDIX H-1
Map of Rights of Refusal Lands

Appendix H-1: Rights of Refusal Lands

APPENDIX H-2
Parcel Description of Rights of Refusal Lands

Note: The parcel descriptions listed below are based on the most accurate information available to define the parcels. The information will be updated before the Effective Date following a survey of some or all of the parcels. In some cases, the parcel descriptions will be amended to include road dedications and the granting of rights of ways or easements for existing interests. This could result in the area of some or all of the parcels being slightly reduced and the corresponding titles being slightly more encumbered. Before the readying of the parcels for disposition, British Columbia will meet with Tsawwassen First Nation to discuss steps to be taken for readying the parcels for disposition.

Parcel Description Land Title Office
Parcel Identifier
Lot 99, District Lot 61A, Group 2 New Westminster District, Plan BCP16059 026-210-070
Lot 28, District Lot 61A, West of the Coast Meridian Group 2 New Westminster, District Plan 2816 009-710-353
Lot 3, District Lot 61, West of the Coast Meridian, Group 2 New Westminster, District Plan 2816 009-709-401
Lot 4, District Lot 60 and 61A, West of the Coast Meridian, Group 2 New Westminster, District Plan 2816 009-709-452
Lot 5, District Lot 60, Group 2 New Westminster District, Plan 2816 009-709-568
Lot 6, District Lot 60, Group 2 New Westminster District, Plan 2816 009-709-584
Lot 7, District Lot 60, West of the Coast Meridian, Group 2 New Westminster, District Plan 2816 009-709-606
Lot 8, District Lot 60, Group 2 New Westminster District, Plan 2816 009-709-631
Lot 9, District Lot 60, Group 2 New Westminster District, Plan 2816 009-709-657
Lot 10, District Lot 60 and 61A, West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 009-709-754
Lot 11, District Lot 61A, West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 010-269-533
Lot 12, District Lot 60, Group 2 New Westminster District, Plan 2816 009-709-894
Lot 13, District Lot 61A, West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 009-709-908
Lot 14, District Lot 61A, West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 009-709-983
Lot 15, District Lot 61A, West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 009-710-027
Lot 16, Except Firstly: Parcel "C" (Reference Plan 8407) Secondly: Part On Reference Plan 8723, District Lot 61A West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 009-710-094
Parcel "C" (Reference Plan 8407) Lot 16, District Lot 61A, West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 009-710-060
Parcel "B" (Explanatory Plan 8723) Lots 16 And 17 Except: Parcel "One" (Explanatory Plan 9755), District Lot 61A, West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 010-269-568
Parcel "One" (Explanatory Plan 9755) Of Parcel "B" (Explanatory Plan 8723) Lots 16 And 17, District Lot 61A, West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 009-710-116
Lot 18, District Lot 61A, West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 009-710-124
Lot 19, District Lot 61A, West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 009-710-141
Lot 20, District Lot 61A, West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 009-710-167
Lot 21, District Lot 61A, West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 009-709-509
Lot 25, Except: Part Subdivided By Plan 32186, District Lot 61A, West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 009-710-281
Lot 26, Except: Part Subdivided By Plan 32186, District Lot 69 and 61A, West of the Coast Meridian, Group 2 New Westminster District, Plan 2816 009-710-329
Lot "B", District Lot 61A, Group 2 West of the Coast Meridian New Westminster District, Plan 11394 009-184-112
Lot 2, District Lot 187, Group 2 New Westminster District, Plan 16007 009-185-224
Lot 3, District Lot 187, Group 2 New Westminster District, Plan 16007 009-185-232
Lot 1, District Lot 186, Group 2, New Westminster District, Plan 19488 009-185-763
Lot 2, District Lot 186, Group 2, New Westminster District, Plan 19488 009-185-780
Lot 3, District Lot 186, Group 2, New Westminster District, Plan 19488 009-185-810
Lot 4, District Lot 186, Group 2, New Westminster District, Plan 19488 009-185-828
Lot 5, District Lot 186, Group 2, New Westminster District, Plan 19488 009-185-844
Lot 6, District Lot 186, Group 2, New Westminster District, Plan 19488 009-185-861
Lot 7, District Lot 186, Group 2, New Westminster District, Plan 19488 009-185-887
Lot 8, District Lot 186, Group 2, New Westminster District, Plan 19488 009-185-895
Lot 9, District Lot 186, Group 2, New Westminster District, Plan 19488 009-185-925
Lot 10, District Lot 186, Group 2, New Westminster District, Plan 19488 009-185-933
Lot "A", District Lot 185, Group 2, New Westminster District, Plan 17089 009-185-321
Lot "A",(Reference Plan 7696), District Lot 185, Group 2, New Westminster District 009-188-371
Parcel "B" (Plan With Fee Deposited 9406F), District Lot 186, Group 2, Except: Part Subdivided By Plan 19488, New Westminster District 009-188-592
Parcel "A" (Explanatory Plan 987A), District Lot 186, Group 2 New Westminster District 009-188-495
Parcel "B" (Reference Plan 42392), District Lot 61A, Group 2 West of the Coast Meridian, New Westminster District 009-186-913
District Lot 187, Group 2, Except: Firstly: Parcel "A" (Plan With Absolute Fees Parcels Book Volume 11 Folio 529 No. 2255F) Secondly: Part Subdivided By Plan 16007 and Road, New Westminster District 009-189-106
Parcel "A" (Plan In Absolute Fees Parcels Book Volume 11 Folio 529 No. 2255F), District Lot 187, Group 2 West of the Coast Meridian, New Westminster District 009-189-050

APPENDIX H-3
Document 1 — Right of Refusal to Purchase (Standard)

Lease No.: File No.:      
Disposition No.:      


LAND TITLE ACT
FORM C

(Section 233)

Grantor of
British Columbia

GENERAL INSTRUMENT — PART 1     (This area for Land Title Office use)     PAGE 1 of 14 pages


1. APPLICATION: (Name, address, phone number and signature of applicant, applicant's solicitor or agent)


2. PARCEL IDENTIFIER AND LEGAL DESCRIPTION OF LAND: *

    (PID) (LEGAL DESCRIPTION)
  SEE SCHEDULE  

3. NATURE OF INTEREST:

    DESCRIPTION DOCUMENT REFERENCE
(Page and paragraph)
PERSON
ENTITLED TO
INTEREST
    RIGHT OF FIRST REFUSAL
TO PURCHASE
  TRANSFEREE

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

    (a) Filed Standard Charge Terms  checkbox D.F. No.
    (b) Express Charge Terms x Annexed as Part 2
    (c) Release checkbox There is no Part 2 of 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): *
    HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, as represented by THE MINISTER OF •


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


7. ADDITIONAL OR MODIFIED TERMS: *
    N/A


8. EXECUTION(S): 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(s)
Y M D
     
Party(ies) Signature(s)
______________________________
HER MAJESTY THE QUEEN
IN RIGHT OF THE PROVINCE
OF BRITISH COLUMBIA
, as
represented by the Minister of •, or
his duly authorized designate

__________________________
Name:
__________________________
Name:
(as transferor)
  Execution Date  
Officer Signature(s)
Y M D
     
Party(ies) Signature(s)
______________________________
TSAWWASSEN FIRST NATION,
by its authorized signatory(ies)

__________________________
Name:
__________________________
Name:
(as transferee)

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 4 of the Land Title Act as they pertain to the execution of this instrument.

* If space insufficient, enter "SEE SCHEDULE" and attach schedule in From E.

TERMS OF INSTRUMENT — PART 2
RIGHT OF FIRST REFUSAL TO PURCHASE

THIS AGREEMENT dated for reference this _____ day of ______________________, _____.

BETWEEN:

     HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, as represented by the Minister of

     (the "Grantor")

AND:

     TSAWWASSEN FIRST NATION

     (the "First Nation")

WITNESSES WHEREAS:

A. The Grantor is the registered owner of the Lands (hereinafter defined);

B. The Lands are presently leased by the Grantor to the Leaseholders (hereinafter defined);

C. The Grantor intends to offer to each Leaseholder the right to purchase the lands to which each such Leaseholder's leasehold interest applies; and

D. Pursuant to its obligations in the Final Agreement (hereinafter defined), the Grantor has agreed to grant to the First Nation this Right of First Refusal (the "RFR") to purchase the Lands, in accordance with the terms of this instrument.

NOW THEREFORE that in consideration of the premises and $1.00 now paid by the First Nation to the Grantor and other good and valuable consideration (the receipt and sufficiency of which are acknowledged by the Grantor), the Grantor grants to the First Nation a right of first refusal to purchase the Lands on the following terms and conditions:

1.0 Definitions

1.1 In this Agreement:

(a) "adoption" means for the purposes of the definition of Related Person, persons are connected by adoption if one has been adopted, either legally or in fact, as the child of the other or as the child of a person who is so connected by blood relationship (otherwise than as a brother or sister) to the other;

(b) "Arm's-length" has the same meaning as that term has in the Income Tax Act of Canada (as may be amended);

(c) "blood relationship" means for the purposes of the definition of Related Person, persons are connected by blood relationship if one is the child or other descendant of the other or one is the brother or sister of the other;

(d) "business day" means Monday to Friday inclusive except for those excluded days declared by lawful authority as holidays, excluding any day that the Land Title Office is not open for business;

(e) "Bona Fide Offer" means an offer to purchase the Lands or an offer to lease the Lands for a term, including renewals, exceeding 30 years:

(i) in writing,

(ii) signed by an Outside Offeror, and

(iii) 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.

(f) "common-law partnership" means for the purposes of the definition of Related Person, persons are connected by common-law partnership if one is in a common-law partnership with the other or with a person who is connected by blood relationship to the other;

(g) "Expiry Time" with respect to any offer made by the Grantor to the First Nation under paragraph 5, will be 5 o'clock in the afternoon on the thirtieth (30) calendar day after the receipt by the First Nation of the Notice under paragraph 4.1. In determining that time the day the Notice is received will be excluded;

(h) "Fair Market Value" means the fair market value of the Lands as determined in accordance with the procedure set out in paragraph 11.1;

(i) "Final Agreement" means the Tsawwassen First Nation Final Agreement;

(j) "Lands" means those certain lands described in Schedule "A";

(k) "Lease Offer" means a Bona Fide Offer that is an offer to lease the Lands for a term, including renewals, exceeding 30 years;

(l) "Leaseholders" means the holders of leases of the Lands as identified in Schedule "B" and "Leaseholder" means any one of them;

(m) "marriage" means for the purposes of the definition of Related Person, persons are connected by marriage if one person is married to the other or to a person who is so connected by blood relationship to the other;

(n) "Outside Offeror" means a purchaser or tenant, as the case may be, who deals at Arm's-length with the Grantor and a Leaseholder;

(o) "related group" means a group of persons each member of which is related to every other member of the group;

(p) "Related Person" means:

(i) individuals connected by blood relationship, marriage or common-law partnership or adoption;

(ii) a corporation and

(A) a person who controls the corporation, if it is controlled by one person,

(B) a person who is a member of a related group that controls the corporation, or

(C) any person related to a person described in subparagraph (A) or (B); and

(iii) any two corporations

(A) if they are controlled by the same person or group of persons,

(B) if each of the corporations is controlled by one person and the person who controls one of the corporations is related to the person who controls the other corporation,

(C) if one of the corporations is controlled by one person and that person is related to any member of a related group that controls the other corporation,

(D) if one of the corporations is controlled by one person and that person is related to each member of an unrelated group that controls the other corporation,

(E) if any member of a related group that controls one of the corporations is related to each member of an unrelated group that controls the other corporation, or

(F) if each member of an unrelated group that controls one of the corporations is related to at least one member of an unrelated group that controls the other corporation;

(q) "Statutory Declaration" means a statutory declaration given pursuant to subparagraph 3.1 (d) hereof whereby a person swears that he/she is a Leaseholder or a Related Person, as applicable;

(r) "Term" means that period of time from and after [Effective Date] to and including • [80 years]; and

(s) "Transfer" means any transaction:

(i) purporting to transfer or grant by any method or by the operation of any enactment or law:

(A) an estate in fee simple referred to Section 23 (2) of the Land Title Act,

(B) a life estate in land;

(C) a right to occupy land under a lease agreement with a term, including renewals, exceeding 30 years;

(ii) extending the term of a lease agreement by a lease modification agreement that has the effect of extending the term of a lease, including renewals, for a period that exceeds 30 years in total;

(iii) between a lessor and a lessee of lands, such that, following the transaction, that lessee and any other person, if any, having the right to occupy the land under a lease agreement, will have the right to occupy the land for a period that exceeds 30 years in total; and

(iv) involving two or more lease agreements or options to lease which when taken together have the right to occupy land (including any renewals) for a period that exceeds 30 years in total if:

(A) those transactions are in respect of the same land,

(B) the application for registration of the transactions are made at a Land Title Office within 6 months of each other, and

(C) each of the transactions apply either a term during which a person is given a right to occupy the land or, in the case of an option to lease, a right to enter into a lease agreement under which a person will be given a right to occupy the land for a term specified in the option to lease.

(t) "unrelated group" means a group of persons that is not a related group.

2.0 Restrictions on Transfer

2.1 During the Term, the Grantor will not Transfer the Lands except:

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

(b) to an Outside Offeror;

(c) pursuant to a Bona Fide Offer; and

(d) in accordance with, and to the extent permitted by, this Agreement.

3.0 Transfer to a Leaseholder or a Related Person

3.1 This Agreement does not apply to a Transfer from:

(a) the Grantor to a Leaseholder,

(b) a Leaseholder to a Related Person, or

(c) a Related Person to a Related Person,

provided such Leaseholder or Related Person, as the case may be, delivers to the First Nation:

(d) five (5) business days prior to the completion date for the Transfer, a Statutory Declaration, and

(e) the completion date for the Transfer, an agreement to assume and be bound by the terms of this Agreement.

4.0 Notice of Bona Fide Offer

4.1 If at any time and from time to time during the Term, the Grantor receives a Bona Fide Offer from an Outside Offeror, which Bona Fide Offer the Grantor is willing to accept, then the Grantor will deliver written notice (the "Notice") immediately to the First Nation that the Grantor has received a Bona Fide Offer, and will deliver to the First Nation with the Notice a copy of the Bona Fide Offer, certified by the Grantor to be a true copy.

5.0 Notice as Offer

5.1 The Notice will be deemed to constitute an offer by the Grantor to the First Nation to:

(a) sell or lease, as the case may be, the Lands to the First Nation on and subject to all the terms and conditions set forth in the Bona Fide Offer; and

(b) if the Bona Fide Offer is a Lease Offer, then at the First Nation's option, either:

(i) lease the Lands to the First Nation on and subject to all the terms and conditions set forth in the Lease Offer, in which case this Agreement will remain as a charge on the Lands; or

(ii) sell the Lands to the First Nation for their Fair Market Value.

6.0 Offer Irrevocable

6.1 The offer made by the Grantor to the First Nation under paragraph 5.1 will be irrevocable and may not be withdrawn by the Grantor until after the Expiry Time.

7.0 Acceptance of Offer

7.1 Upon receipt of the Notice, the First Nation will have the exclusive first right, exercisable up to and including but not after the Expiry Time, to deliver to the Grantor written notice (the "Acceptance") that the First Nation will purchase or lease, as the case may be, the Lands for:

(a) the price and upon the terms and conditions set forth in the Bona Fide Offer, in the case of an Acceptance of an offer under subparagraphs 5.1 (a) or 5.1 (b) (i); and

(b) the Fair Market Value with a closing date on that date which is 30 days after the date that the Fair Market Value is established under paragraph 11 in the case of an Acceptance of an offer under subparagraph 5.1 (b) (ii).

8.0 Binding Agreement

8.1 Upon receipt by the Grantor of the Acceptance, a binding contract of purchase and sale or binding lease, as the case may be, for the Lands will be constituted between the First Nation and the Grantor, which contract will be completed:

(a) in the manner provided in the Bona Fide Offer as if the First Nation were the Outside Offeror, in the case of an Acceptance of an offer under subparagraphs 5.1 (a) or 5.1 (b) (i); or

(b) in the manner provided in Canadian Bar Association's standard form Contract of Purchase and Sale, then in use in Vancouver, British Columbia, in the case of an Acceptance of an offer under subparagraph 5.1 (b) (ii).

9.0 Environmental Testing

9.1 After receipt of the Notice but before the Expiry Time, the First Nation will have the right to enter upon the portion of the Lands being offered in order to conduct reasonable environmental testing.

10.0 Transfer to Outside Offeror

10.1 If the Grantor does not receive the Acceptance before the Expiry Time, then the Grantor may complete the Transfer with the Outside Offeror as provided for in the Bona Fide Offer to purchase or lease, as the case may be, in strict accordance with the terms stated and set forth in the Bona Fide Offer and this Agreement. In the case of a Bona Fide Offer to purchase, the First Nation will cause its solicitors to deliver a discharge of this Agreement for the Lands subject to the Bona Fide Offer to purchase to the solicitors for the Grantor on receipt of a satisfactory undertaking from the solicitors for the Grantor that the discharge will only be registered if that Transfer to the Outside Offeror is completed strictly in compliance with the terms of the Bona Fide Offer to purchase. If the Transfer to the Outside Offeror is not completed strictly in compliance with the terms of the Bona Fide Offer to purchase or lease, as the case may be, within ninety (90) calendar days from the date the First Nation received the Notice, then any subsequent Transfer to any person or corporation may be made only if all the requirements of this Agreement are again complied with, and the RFR will survive and continue in full force and effect.

11.0 Determination of Fair Market Value

11.1 The Fair Market Value will be the average of the fair market values of the Lands as determined by two independent qualified appraisers, one nominated by the Grantor and one nominated by the First Nation. Each party will provide to the other party a copy of the appraisal commissioned by it within thirty (30) calendar days from the date the Grantor received the Acceptance of an offer under subparagraph 5.1 (b) (ii). Unless the parties agree otherwise, the Fair Market Value will be deemed to be established on the 30th calendar day from the date the Grantor received the Acceptance. Each party will be responsible for all costs and expenses of the appraisal commissioned by it.

12.0 Notices

12.1 All notices required or permitted to be given under this Agreement will be in writing and will be given by personal service or by pre-paid registered post, at the following addresses:

To the Grantor:

To the First Nation:

Tsawwassen First Nation
Attention: Chief, Tsawwassen First Nation
131 North Tsawwassen Drive
Delta, British Columbia
V4M 4G2

or to such other address as either party may provide in writing to the other under this paragraph. Any notice will be deemed to have been received by the party to whom it is addressed if personally served, when served, and if mailed, on the fourth business day after such mailing (exclusive of Saturdays, Sundays and statutory holidays) provided that if mailed, should there be at the time of mailing or between the time of mailing and the deemed receipt of the notice, a mail strike, slowdown, labour or other dispute which might affect the delivery of such notice by the mails, then such notice will only be effective if actually delivered.

13.0 Time

13.1 Time is of the essence.

14.0 Governing Law

14.1 This Agreement will be governed by and construed in accordance with the laws of British Columbia.

15.0 References

15.1 Wherever the singular or masculine is used in this Agreement the same will be deemed to include references to the plural, feminine or body corporate, as the case may be.

16.0 Construction

16.1 The division of this Agreement into articles and the insertion of headings are for convenience of reference only and are not to affect the construction or interpretation of this Agreement.

17.0 Enduring Effect

17.1 This Agreement will enure to the benefit of and be binding upon the respective heirs, executors, successors, administrators and permitted assigns of the parties.

Schedule "A"

LANDS

Schedule "B"

LEASEHOLDERS

APPENDIX H-3
Document 2 — Right of Refusal to Purchase (Parcel A)

LAND TITLE ACT
FORM C

(Section 233)

Grantor of
British Columbia

GENERAL INSTRUMENT — PART 1     (This area for Land Title Office use)     PAGE 1 of 9 pages


1. APPLICATION: (Name, address, phone number and signature of applicant, applicant's solicitor or agent)


2. PARCEL IDENTIFIER AND LEGAL DESCRIPTION OF LAND: *

    (PID) (LEGAL DESCRIPTION)
  009-189-050 Parcel "A" (Plan in Absolute Fees Parcels Book
Volume 11 Folio 529 No.225F) District Lot 187
Group 2 West of the Coast Meridian
New Westminster District

3. NATURE OF INTEREST: *

    DESCRIPTION DOCUMENT REFERENCE
(Page and paragraph)
PERSON
ENTITLED TO
INTEREST
    RIGHT OF FIRST REFUSAL
TO PURCHASE
  TRANSFEREE

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

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

    (a) Filed Standard Charge Terms  checkbox D.F. No.
    (b) Express Charge Terms x Annexed as Part 2
    (c) Release checkbox There is no Part 2 of 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): *
    HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, as represented by the Minister of •


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


7. ADDITIONAL OR MODIFIED TERMS: *
    N/A


8. EXECUTION(S): 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(s)
Y M D
     
Party(ies) Signature(s)
______________________________
HER MAJESTY THE QUEEN
IN RIGHT OF THE PROVINCE
OF BRITISH COLUMBIA
,
as represented by the Minister of •,
or his duly authorized designate

__________________________
Name:
__________________________
Name:
(as transferor)
  Execution Date  
Officer Signature(s)
Y M D
     
Party(ies) Signature(s)
______________________________
TSAWWASSEN FIRST NATION
by its authorized signatory(ies)

__________________________
Name:
__________________________
Name:
(as transferee)

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 4 of the Land Title Act as they pertain to the execution of this instrument.

* If space insufficient, enter "SEE SCHEDULE" and attach schedule in From E.

TERMS OF INSTRUMENT — PART 2
RIGHT OF FIRST REFUSAL TO PURCHASE

THIS AGREEMENT dated for reference this _____ day of ______________________, _____.

BETWEEN:

     HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, as represented by the Minister of •

(the "Grantor")

AND:

     TSAWWASSEN FIRST NATION

(the "First Nation")

WITNESSES WHEREAS:

A. The Grantor is the registered owner of the Lands (hereinafter defined); and

B. Pursuant to its obligations in the Final Agreement (hereinafter defined), the Grantor has agreed to grant to the First Nation this Right of First Refusal (the "RFR") to purchase the Lands, in accordance with the terms of this instrument.

NOW THEREFORE that in consideration of the premises and $1.00 now paid by the First Nation to the Grantor and other good and valuable consideration (the receipt and sufficiency of which are acknowledged by the Grantor), the Grantor grants to the First Nation a right of first refusal to purchase the Lands on the following terms and conditions:

1.0 Definitions

1.1 In this Agreement:

(a) "Arm's-length" has the same meaning as that term has in the Income Tax Act of Canada (as may be amended);

(b) "Bona Fide Offer" means an offer to purchase the Lands:

(i) in writing,

(ii) signed by an Outside Offeror, and

(iii) 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.

(c) "business day" means Monday to Friday inclusive except for those excluded days declared by lawful authority as holidays, excluding any day that the Land Title Office is not open for business;

(d) "Expiry Time" with respect to any offer made by the Grantor to the First Nation under paragraph 4, will be 5 o'clock in the afternoon on the thirtieth (30) calendar day after the receipt by the First Nation of the Notice under paragraph 3.1. In determining that time the day the Notice is received will be excluded;

(e) "Final Agreement" means the Tsawwassen First Nation Final Agreement;

(f) "Lands" means those certain lands described in Schedule "A";

(g) "Outside Offeror" means a purchaser who deals at Arm's-length with the Grantor;

(h) "Term" means that period of time from and after [Effective Date] to and including • [80 years]; and

2.0 Restrictions on Sale

2.1 During the Term, the Grantor will not sell, transfer, or otherwise convey or offer to sell, transfer, or otherwise convey the Lands except:

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

(b) to an Outside Offeror;

(c) pursuant to a Bona Fide Offer; and

(d) in accordance with, and to the extent permitted by, this Agreement.

3.0 Notice of Bona Fide Offer

3.1 If at any time and from time to time during the Term, the Grantor receives a Bona Fide Offer from an Outside Offeror, which Bona Fide Offer the Grantor is willing to accept, then the Grantor will deliver written notice (the "Notice") immediately to the First Nation that the Grantor has received a Bona Fide Offer, and will deliver to the First Nation with the Notice a copy of the Bona Fide Offer, certified by the Grantor to be a true copy.

4.0 Notice as Offer

4.1 The Notice will be deemed to constitute an offer by the Grantor to the First Nation to sell the Lands to the First Nation on and subject to all the terms and conditions set forth in the Bona Fide Offer.

5.0 Offer Irrevocable

5.1 The offer made by the Grantor to the First Nation under paragraph 4.1 will be irrevocable and may not be withdrawn by the Grantor until after the Expiry Time.

6.0 Acceptance Of Offer

6.1 Upon receipt of the Notice, the First Nation will have the exclusive first right, exercisable up to and including but not after the Expiry Time, to deliver to the Grantor written notice (the "Acceptance") that the First Nation will purchase the Lands for the price and upon the terms and conditions set forth in the Bona Fide Offer.

7.0 Binding Contract of Sale and Purchase

7.1 Upon receipt by the Grantor of the Acceptance, a binding contract of purchase and sale for the Lands will be constituted between the First Nation and the Grantor, which contract will be completed in the manner provided in the Bona Fide Offer as if the First Nation were the Outside Offeror.

8.0 Environmental Testing

8.1 After receipt of the Notice but before the Expiry Time, the First Nation will have the right to enter upon the portion of the Lands being offered in order to conduct reasonable environmental testing.

9.0 Sale To Outside Offeror

9.1 If the Grantor does not receive the Acceptance before the Expiry Time, then the Grantor may complete the sale with the Outside Offeror as provided for in the Bona Fide Offer in strict accordance with the terms stated and set forth in the Bona Fide Offer. In that case, the First Nation will cause its solicitors to deliver a discharge of this Agreement to the solicitors for the Grantor on receipt of a satisfactory undertaking from the solicitors for the Grantor 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. If the sale to the Outside Offeror is not so completed within ninety (90) calendar days from the date the First Nation received the Notice, 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 RFR will survive and continue in full force and effect.

10.0 Notices

10.1 All notices required or permitted to be given under this Agreement will be in writing and will be given by personal service or by pre-paid registered post, at the following addresses:

To the Grantor:

To the First Nation:

Tsawwassen First Nation
Attention: Chief, Tsawwassen First Nation
131 North Tsawwassen Drive
Delta, British Columbia
V4M 4G2

or to such other address as either party may provide in writing to the other under this paragraph. Any notice will be deemed to have been received by the party to whom it is addressed if personally served, when served, and if mailed, on the fourth business day after such mailing (exclusive of Saturdays, Sundays and statutory holidays) provided that if mailed, should there be at the time of mailing or between the time of mailing and the deemed receipt of the notice, a mail strike, slowdown, labour or other dispute which might affect the delivery of such notice by the mails, then such notice will only be effective if actually delivered.

11.0 Time

11.1 Time is of the essence.

12.0 Governing Law

12.1 This Agreement will be governed by and construed in accordance with the laws of British Columbia.

13.0 References

13.1 Wherever the singular or masculine is used in this Agreement the same will be deemed to include references to the plural, feminine or body corporate, as the case may be.

14.0 Construction

14.1 The division of this Agreement into articles and the insertion of headings are for convenience of reference only and are not to affect the construction or interpretation of this Agreement.

15.0 Enduring Effect

15.1 This Agreement will enure to the benefit of and be binding upon the respective heirs, executors, successors, administrators and permitted assigns of the parties.

Schedule "A"

LANDS