SERVICES AGREEMENTTHIS AGREEMENT is dated as of , 2015,BETWEEN:THREE BRIDGES PROPERTIES CORP.

(Three Bridges)WHEREAS:Three Bridges (as the holder of 30common shares), the Company (as the holder of 10common shares), (as the holder of 10common shares) and (as the holder of 5common shares) are to be the sole shareholders of Three Bridges Properties Alliance Corp. (Three Bridges Alliance);Three Bridges Alliance and Rize (Rize Alliance) are to be the sole limited partners of McKay Properties Limited Partnership (McKay LP);McKay LP is to become the sole beneficial owner of the Property and is to develop thereon the Project;Pursuant to the Partnership Agreement, Three Bridges Alliance will be required to make an equity contribution to McKay LP equal to $5,464,594 (the Equity Contribution);The shareholders of Three Bridges Alliance are to advance to Three Bridges Alliance the sum of $5,564,594 in order to fund the Equity Contribution and to provide $100,000 of working capital for Three Bridges Alliance, each shareholder to advance the following amount (such shareholders Contribution):Three Bridges$3,035,233.10

Company1,011,744.36

1,011,744.36

505,872.18

$5,564,594.00;

The Company wishes to engage Three Bridges to provide to the Company those services specified in this Agreement with respect to the Companys interest in Three Bridges Alliance and indirect interest in McKayLP, the Property and the Project, all on the terms and conditions set out in this Agreement.NOW THEREFORE, in consideration of the mutual covenants, agreements and conditions herein contained, the parties agree as follows:

INTERPRETATIONSDefinitions. Each of the following capitalized terms used in this Agreement will have the respective meaning set out below:Business Day means any day that is not a Saturday, Sunday or statutory holiday in the Province of British Columbia.Contribution has the meaning set out in recitalD.Equity Contribution has the meaning set out in recitalC.Fee has the meaning ascribed thereto in Section4.1.GST means the federal goods and services taxes, as the same may be replaced, supplemented or amended from time to time.McKay LP has the meaning set out in recitalA.Net Proceeds means any amounts payable from time to time by Three Bridges Alliance to the Company after the return by Three Bridges Alliance to the Company of the Companys Contribution (and, for greater certainty, after the payment of any income taxes of Three Bridges Alliance then due).Partnership Agreement means that limited partnership agreement, to which Three Bridges Alliance and Rize Alliance will be the initial limited partners, pursuant to which McKayLP is to be formed.Project means that two tower multifamily residential, office and grade level retail project to be developed on the Property by McKayLP in accordance with approvals to be obtained from the City of Burnaby.Property means those lands described in Schedule A.Rize Alliance has the meaning set out in recitalA.Services means the following:sourcing the prospective investment in the Project and the opportunity with respect thereto and introducing the opportunity to the Company;negotiating and settling with Rize Alliance the Partnership Agreement and structuring the transactions contemplated therein (including negotiating and settling any shareholder agreement required in connection with the general partner of McKay LP);providing due diligence services as to the acceptability for indirect investment by the Company in McKayLP, the Property and the Project;dealing with legal and accounting professionals in determining the appropriate structure for Three Bridges Alliance and incorporating and organizing Three Bridges Alliance and coordinating the preparation of a shareholders agreement with respect thereto;completing the Companys investment in Three Bridges Alliance and the Companys indirect investment in McKay LP;dealing with Rize Alliance with respect to all matters requiring the attention of Three Bridges Alliance under the Partnership Agreement and participating as a shareholder of the general partner of McKay LP;monitoring the progress of the Companys indirect investment in McKay LP and ensuring that the Company receives copies of all reporting materials which are distributed to the limited partners under the Partnership Agreement;providing all banking and accounting services which are required by Three Bridges Alliance itself and in connection with its investment in Three Bridges Alliance;ensuring that all Canadian tax information which is required by the Company in connection with its investment in Three Bridges Alliance and its indirect investment in McKay LP is prepared and provided to the Company when needed; andmaintaining Three Bridges Alliance in good standing with respect to corporate filings.Term has the meaning ascribed thereto in Section5.1.Three Bridges Alliance has the meaning set out in recitalA.General Interpretation Principles. For the purposes of this Agreement:words importing the singular include the plural and vice versa, and words importing gender include all genders;the captions contained in this Agreement are for convenience of reference only and in no way define, limit or describe the scope, construction, interpretation or intent of this Agreement or in any way affect this Agreement;any reference in this Agreement to a section, subsection, paragraph, subparagraph or Schedule is a reference to the appropriate section, subsection, paragraph, subparagraph or Schedule in or to this Agreement;the words herein, hereof and hereunder and words of similar import refer to this Agreement as a whole and not to any particular Article, section, subsection, paragraph, subparagraph or other subdivision or Schedule hereof;the word including, when following any general statement, term or matter, will not be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, but will be construed to refer to all other items or matters that could reasonably fall within the scope of such general statement, term or matter, whether or not non-limiting language (such as without limitation, but not limited to or words of similar import) is used with reference thereto; andany reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statutes or any regulations that may be passed which have the effect of supplementing or superseding such statutes or regulations.Applicable Law. This Agreement will be construed and enforced in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and will be treated in all respects as a British Columbia contract. The parties hereto agree to attorn to the courts of the Province of British Columbia for all matters relating to enforcement of this Agreement.Invalidity of Provisions. If any covenant, obligation or agreement of this Agreement, or the application thereof to any person or circumstance, is held, to any extent, to be invalid or unenforceable, the remainder of this Agreement or the application of such covenant, obligation or agreement to persons or circumstances other than those to which it is held invalid or unenforceable, will not be affected thereby and each covenant, obligation or agreement of this Agreement will be separately valid and enforceable to the fullest extent permitted by law.Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein. Except as otherwise expressly provided for herein, no supplement, modification, waiver or termination of this Agreement will be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provision (whether or not similar) nor will any such waiver constitute a continuing waiver. Failure on the part of a party to complain of any act or failure to act of another party or to declare another party in default, irrespective of how long such failure continues, will not constitute a waiver by such first mentioned party of its rights hereunder.Currency. All amounts stated herein are stated in Canadian currency.

APPOINTMENTAppointment of Three Bridges. The Company hereby appoints and retains Three Bridges to perform the Services, and Three Bridges hereby accepts such appointment and retainer, in each case on the terms and conditions set out in this Agreement.Acknowledgement. The Company acknowledges and agrees that Three Bridges will be entitled to enter into agreements similar to this Agreement or otherwise with the other shareholders of Three Bridges Alliance.

OBLIGATIONS OF THE PARTIESScope. Upon and subject to the terms hereinafter set forth, Three Bridges will perform the Services in accordance with the terms of this Agreement.Due Care. Three Bridges covenants and agrees with the Company that Three Bridges will carry out the Services diligently and expeditiously with due care and attention.No Authority to Bind. Three Bridges, in its capacity as provider of the Services under this Agreement, will not have the authority to contract for or to bind the Company in any way except as authorized in advance by the Companys board of directors.Material from the Company. The Company will promptly provide to Three Bridges all information and materials in the possession or control of the Company which Three Bridges reasonably requires in order to be able to perform the Services and will promptly execute and deliver to Three Bridges all documents which Three Bridges reasonably requires the Company to execute and deliver in order for Three Bridges to be able to perform the Services.

FEEFee. In consideration of the provision of the Services by Three Bridges, the Company will pay Three Bridges a fee (theFee) equal to 15% of any Net Proceeds paid from time to time by Three Bridges Alliance to the Company. The Company hereby irrevocably directs Three Bridges Alliance to pay directly to Three Bridges 15% of any Net Proceeds which become payable from time to time to the Company, together with any GST payable pursuant to Section4.3. Such payments will be made from time to time concurrently with the payment of any Net Proceeds by Three Bridges Alliance to or for the account of the Company.No Reimbursement for Expenses. Three Bridges will not be entitled to any reimbursement by the Company for any outofpocket expenses incurred by Three Bridges in carrying out the Services.GST. In addition to the Fee, the Company will pay to Three Bridges any GST which is legally payable on the Fee, any such GST to be paid to Three Bridges at the same time as the Fee.

TERMTerm. Three Bridges appointment under this Agreement will commence on , 2015 and will continue in full force and effect until the earliest of:this Agreement being terminated by written agreement between the Company and Three Bridges;the date that, after the incorporation of Three Bridges Alliance, Three Bridges or the Company ceases to be a shareholder of Three Bridges Alliance;the date that Three Bridges Alliance has received its final distribution of cash from McKay LP and has distributed such cash, firstly, to pay its outstanding liabilities and, secondly, to its shareholders; and[December31, 2030],(the Term).Survival of Obligations. All obligations of the Company to Three Bridges and of Three Bridges to the Company which are incurred before the date of termination of this Agreement under Section5.1 will survive termination and continue in full force and effect.

NOTICENotices. Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery, by registered mail or by electronic means of communication addressed to the recipient as follows:To Three Bridges:

Attention:Email:or such other street address, individual or electronic communication address as may be designated by notice given by any party to the other. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered mail, on the third Business Day following the deposit thereof in the mail and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the Business Day during which such normal business hours next occur if not given during such hours on any day. If the party giving any demand, notice or other communication knows or ought reasonably to know of any difficulties with the postal system that might affect the delivery of mail, any such demand, notice or other communication may not be mailed but must be given by personal delivery or by electronic communication.Change of Address. Either party may change its address for personal delivery or its electronic addresses or the person to whom any notice is to be given by giving notice of such change to the other party in accordance with the terms of this Article6.

ASSIGNMENTRestriction on Assignment.This Agreement will not be assignable by Three Bridges without the prior written approval of the Company.This Agreement will not be assignable by the Company without the prior written approval of Three Bridges.

GENERAL PROVISIONSCounterpart Execution. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, but all of which will constitute one and the same document.Electronic Execution. This Agreement may be executed by the parties and transmitted by facsimile or other electronic means and, if so executed and transmitted, this Agreement will be for all purposes as effective as if the parties had delivered and executed the original agreement.IN WITNESS WHEREOF the parties hereto have executed this Agreement.THREE BRIDGES PROPERTIES CORP.

By:(Authorized Signatory)

By:(Authorized Signatory)

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PropertyThe lands and premises located in Burnaby, BC and legally described as follows:PID: 001776096Lot1District Lots151 and 153Group1New Westminster DistrictPlan8356;PID: 000537888Lot2District Lot153Group1New Westminster DistrictPlan8356;PID: 002984369Lot3District Lot153Group1New Westminster DistrictPlan8356;PID: 011307412LotADistrict Lot153Group1New Westminster DistrictPlan8356; andany ancillary land acquired by McKayLP adjacent to the foregoing.

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