Term Sheet–June 27, 2022

Sub-Tenant:

Sub-Landlord:

Indemnifier:

Head Lease:

Building:

Premises:

Commencement:

Term:

Expiry:

Tenant Fixturing:

Basic Rent:

Additional Rent:

Deposit:

Condition of Premises:

FFE:

Use:

Sub-Tenant’s Work:

Restoration:

Subletting:

Identification:

Schedules:

Waiver to Agents:

Conditions:

Sub-Tenant:

Acceptance:

Agreement:

The parties hereto acknowledge, confirm and agree that the foregoing recitals are true in substance and in fact.

Subtenant and Indemnifier covenants with Landlord that Subtenant shall and will from October 1, 2022 until May 30, 2024 pay rent (including basic rent and additional rent) to Tenant and observe and perform Tenant’s covenants, conditions and agreements contained in the Lease, and that Landlord shall be entitled to all remedies in respect of non-payment of rent and breaches of covenants, conditions and agreements as if Subtenant was the original Tenant named in the Lease.

Tenant shall remain fully liable to perform all of the terms, covenants, conditions and agreements set out in the Lease notwithstanding the Sublease.

▇▇▇▇▇▇ has provided Landlord with a fully executed copy of the Sublease.

Subject to the terms of this Agreement, Landlord hereby consents to the Sublease for the sublease term, it being understood that Landlord in granting its consent does not thereby acknowledge or approve or agree to be bound by any of the terms of the Sublease as between Tenant, Subtenant and Indemnifier, but is merely consenting to the occurrence of the Sublease.

Landlord hereby consents to the subleasing of the Premises provided that such consent shall not be construed as a consent to any further sublease of the Lease or any waiver by Landlord of its right of approval in respect of any such further sublease.

Tenant, Subtenant and Indemnifier covenant and agree with Landlord that if there is any conflict between the terms of the Sublease and any provisions of the Lease or of this Agreement, as between Landlord and either Tenant or Subtenant or the Indemnifier, the provisions of the Lease or of this Agreement, as the case may be, shall prevail.

Any and all costs, legal or otherwise, incurred by Landlord with respect to the Sublease and ▇▇▇▇▇▇▇▇’s consent thereto provided for in this Agreement shall be borne entirely by Tenant and/or Subtenant and Tenant and/or Subtenant hereby covenants to promptly indemnify and save harmless Landlord from and against any and all costs so incurred.

Any and all notices or demands by and from any of the parties hereto to the other shall be in writing and may be delivered by courier or by registered mail. Any such notices:

in the case of Landlord, shall be served on Landlord at Landlord’s office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, Attention: Property Manager — ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.

in the case of Tenant, shall be served on Tenant at

in the case of Subtenant, shall be served on Subtenant at the Premises.

in the case of Indemnifier, shall be served on Indemnifier at

The parties hereto acknowledge and confirm that the Lease is in full force and effect, unmodified except in accordance with this agreement.

This Agreement shall be binding upon and, to the extent expressly permitted pursuant to the provisions of the Lease, shall enure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, assigns and other legal representatives.

This Agreement shall be construed and governed by the laws of the PROVINCE of Ontario.

Schedule “A” attached hereto shall form a binding part of this Agreement.

the Landlord, EQ Building Performance as “Tenant” and ▇▇▇▇▇▇ Computing Canada, Inc. as “Subtenant” entered into a sublease consent agreement dated the 4th day of August, 2022, (the “Sublease”) respecting a lease dated the 30th day of July, 2019 and more particularly set out in the Sublease respecting certain premises known as Suite #1500 (“Premises”) at the project known as ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; and

the Sublease and the lease are hereinafter referred to as the “Lease”; and

in order to induce ▇▇▇▇▇▇▇▇ to enter into the above Sublease with the Tenant and Subtenant, Indemnifier has agreed to enter into this agreement with Landlord;

Indemnifier hereby agrees with Landlord that it will (i) make the due and punctual payment of all Rent, including all loan repayments, monies, charges and other amounts of any kind whatsoever payable under the Lease by Subtenant whether to Landlord or otherwise and whether or not the Lease has been surrendered, disclaimed, repudiated or terminated; (ii) effect prompt and complete performance of all obligations contained in the Lease on the part of Subtenant to be kept, observed and performed; and (iii) indemnify and save Landlord harmless from any losses, costs or damages arising out of any failure by Subtenant to pay the Rent including all loan repayments, monies, charges or other amounts due under the Lease or resulting from any failure by Subtenant to observe or perform any of the obligations contained in the Lease.

This Indemnity is absolute and unconditional and the obligations of Indemnifier shall not be released, discharged, mitigated, impaired, or affected by (i) any extension of time, indulgences or modifications which Landlord extends to or makes with Subtenant in respect of the performance of any of the obligations of Subtenant under the Lease; (ii) any waiver by or failure of Landlord to enforce any of the terms, covenants and conditions contained in the Lease; (iii) any assignment of the Lease by Subtenant or by any trustee, receiver or liquidator, or any Transfer of all or any part of the Premises; (iv) any consent which Landlord gives to any such assignment or Transfer; (v) any amendment to the Lease or any waiver by Subtenant of any of its rights under the Lease; (vi) any Alterations to or Changes in respect of the Premises; (vii) the expiration of the Term or any surrender, disclaimer, repudiation or termination of the Lease; (viii) any renewal or extension of the Lease pursuant to any option of Subtenant or otherwise, Indemnifier hereby agreeing that its obligations under this Indemnity shall extend throughout the Term, as renewed or extended; (ix) any loss of or in respect of any security received by Landlord from Subtenant or any other person, firm or corporation, whether or not occasioned or contributed to by or through the act, omission, default or neglect of Landlord; or (x) any act or omission of Landlord or any other person whereby Indemnifier would or might otherwise be released or have its obligations hereunder discharged, mitigated, impaired or affected in any way whatsoever; nothing but payment and satisfaction in full of all Rent and the due performance and observance of all terms, covenants and conditions on the part of Subtenant to be paid and performed pursuant to the Lease shall release Indemnifier of its obligations hereunder.

Indemnifier hereby expressly waives notice of the acceptance of this Indemnity and all notice of non-performance, non-payment or non-observance on the part of Subtenant of the terms, covenants and conditions contained in the Lease.

In the event of a default by Subtenant under the Lease, Indemnifier waives any right to require Landlord to (i) proceed against Subtenant or any other indemnifier or pursue any rights or remedies against Subtenant or any other indemnifier with respect to the Lease; (ii) proceed against or exhaust any security held by Landlord from Subtenant or any other person, or (iii) pursue any other remedy whatsoever in Landlord’s power. ▇▇▇▇▇▇▇▇ has the right to enforce this Indemnity regardless of the acceptance of additional security from Subtenant and regardless of any release or discharge of Subtenant by Landlord or by others or by operation of any law.

Without limiting the generality of the foregoing, the liability of Indemnifier under this Indemnity shall continue in full force and effect and shall not be or be deemed to have been waived, released, discharged, impaired or affected by reason of the release or discharge of Subtenant in any receivership, bankruptcy, insolvency, winding-up or other creditors’ proceedings, including, without limitation, any proceedings under the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), or the surrender, disclaimer, repudiation or termination of the Lease in any such proceedings and shall continue with respect to the periods prior thereto and thereafter, for and with respect to the Term as if the Lease had not been surrendered, disclaimed, repudiated or terminated. The liability of Indemnifier shall not be affected by any repossession of the Premises by Landlord.

No action or proceeding brought or instituted under this Indemnity and no recovery in pursuance thereof shall be a bar or defence to any further action or proceeding which may be brought under this Indemnity by reason of any further default hereunder or in the performance and observance of the terms, covenants and conditions contained in the Lease.

No modification of this Indemnity shall be effective unless the same is in writing and is executed by both Indemnifier and Landlord.

Indemnifier shall, without limiting the generality of the foregoing, be bound by this Indemnity in the same manner as though Indemnifier were Tenant named in the Lease. Notwithstanding the foregoing, or any performance in whole or in part by Indemnifier of its obligations hereunder or of Subtenant under the Lease, Indemnifier shall not have any entitlement to occupy the Premises or otherwise enjoy any of the benefits to which Subtenant is entitled under the Lease, and Indemnifier shall not be entitled to be subrogated to any rights of Landlord whatsoever.

If two or more individuals, corporations, partnerships or other business associations (or any combination of two or more thereof) execute this Indemnity as Indemnifier, the liability of each such individual, corporation, partnership or other business association hereunder is joint and several. In like manner, if Indemnifier named in this Indemnity is a partnership or other business association, the members of which are by virtue of statutory or general law subject to personal liability, the liability of each such member is joint and several.

All of the terms, covenants and conditions of this Indemnity extend to and are binding upon Indemnifier, his or its heirs, executors, administrators, successors and assigns, as the case may be, and enure to the benefit of and may be enforced by ▇▇▇▇▇▇▇▇ and any mortgagee, chargee, trustee under a deed of trust or other encumbrancer of all or any part of the Project. The obligations of Indemnifier shall not be affected by the death or incapacity of Indemnifier.

This Indemnity constitutes the complete agreement between Indemnifier and Landlord and none of the parties hereto shall be bound by any representations or agreements made by any person which would in any way reduce or impair the obligations of Indemnifier other than any which are expressly set out herein.

The obligations of Indemnifier hereunder shall be assignable by ▇▇▇▇▇▇▇▇ and an assignment of the Lease shall constitute an assignment of the obligations of Indemnifier unless the said obligations of Indemnifier are specifically excepted from such assignment of the Lease.

In the event of the termination of the Lease for any reason whatever or in the event of surrender (whether or not accepted by Landlord), disclaimer or repudiation of the Lease pursuant to any statute, including, without limitation, the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), or otherwise then, at the option of Landlord, Indemnifier shall enter into a written lease of the Premises between Landlord as landlord and Indemnifier as Tenant for a term commencing at the date of such termination, surrender, disclaimer or repudiation and expiring on the date on which the Lease would have expired if it had run its full term without default by Subtenant and without such termination, surrender, disclaimer or repudiation. Such lease shall contain the same terms and conditions as are contained in the Lease which would apply to and be in force for that portion of the Term which by the original terms of the Lease would have remained unexpired at the date of such termination, surrender, disclaimer or repudiation.

All debts, obligations and liabilities of Subtenant to Indemnifier, present and future, are hereby assigned to Landlord and postponed to all of the obligations of Subtenant to Landlord. All money, property and other benefits received by Indemnifier from Subtenant shall be received in trust for Landlord and, forthwith upon receipt, Indemnifier shall pay the same to Landlord on account of any outstanding obligations of Subtenant to Landlord.

Indemnifier shall be bound by any account settled between Landlord and Subtenant.

In the event that the Lease is terminated, surrendered, disclaimed or repudiated, the provisions of this Indemnity shall remain in full force and effect in accordance with its terms to the same extent as if this Indemnity had been a separate agreement entered into between Landlord and Indemnifier for due consideration and under seal.

Notwithstanding any amendments of the Lease or any Alterations to the Premises (as provided by the Lease or otherwise), Indemnifier shall continue to be bound by all of its obligations pursuant hereto to the extent of what would have been its obligations pursuant hereto had such amendments or Alterations not been made.

Any notice, request or demand provided for or given under this agreement or under the Lease shall be in writing and shall be served in the manner specified in the Lease. The address for service of notice shall be: to the Landlord c/o Davpart Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, Attention: Property Manager - ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East; and to the Indemnifier at:

Indemnifier acknowledges receiving a copy of the Lease. The expressions “Landlord”, “Tenant”, “Subtenant” “Rent”, “Term”, “Premises”, “Project”, “Transfer” “Alterations”, “Changes” and other terms or expressions where used in this Indemnity, respectively, have the same meanings as they have pursuant to the Lease and the Sublease to the extent to which the context permits.

This Indemnity shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

Indemnifier acknowledges the suggestion of Landlord that, before executing this Indemnity, Indemnifier should obtain independent legal advice.

ARTICLE I

1.0

1.1

ARTICLE II

2.0

2.1

ARTICLE III

3.0

3.1

4.0

4.1

4.2

4.3

4.4

4.5

ARTICLE V

5.0

5.1

5.2

5.3

5.4

5.5

ARTICLE VI

6.0

6.1

6.2

6.3

6.4

6.5

6.6

6.7

ARTICLE VII

7.0

7.1

7.2

7.3

ARTICLE VIII

8.0

8.1

8.2

8.3

8.4

8.5

8.6

8.7

8.8

8.9

8.10

8.11

8.12

ARTICLE IX

9.0

9.1

9.2

9.3

9.4

9.5

9.6

ARTICLE X

10.0

10.1

10.2

10.3

10.4

10.5

10.6

10.7

ARTICLE XI

11.0

11.1

11.2

11.3

11.4

ARTICLE XII

12.0

12.1

12.2

12.3

Uninsured Damage and Last Two Years

12.4

Damage to Project

12.5

Restoration of Premises or Project

12.6

Determination of Matters

ARTICLE XIII

13.0

INSURANCE AND INDEMNITY

13.1

Landlord’s Insurance

13.2

Tenant’s Effect on Other Insurance

13.3

Tenant’s Insurance

13.4

Landlord’s Right to Place Tenant’s Insurance

13.5

Landlord’s Non-Liability

13.6

Indemnity of Landlord

13.7

Landlord’s Employees

ARTICLE XIV

14.0

ASSIGNMENT, SUBLETTING AND CHANGE OF CONTROL

14.1

Consent Required

14.2

Obtaining Consent

14.3

Landlord’s Option

14.4

Terms of Transfer

14.5

Effect of Transfer

14.6

No Advertising of Premises

14.7

Mortgage of Lease

14.8

Corporate Tenant

14.9

Assignment by Landlord

ARTICLE XV

15.0

STATUS AND SUBORDINATION OF LEASE

15.1

Status Statement

15.2

Subordination

15.3

Tenant’s Failure to Comply

15.4

Registration

ARTICLE XVI

16.0

DEFAULT AND REMEDIES

16.1

Default and Remedies

16.2

Interest and Costs

16.3

Bankruptcy and Insolvency

16.4

Allocation of Payments

16.5

Tenant’s Personal Property as Security for Landlord

16.6

Rent Deposit

16.7

Remedies to Subsist

16.8

Impossibility of Performance

16.9

Tenant’s Licences

16.10

Waiver of Rights Pursuant to the Bankruptcy and Insolvency Act

ARTICLE XVII

17.0

CONTROL OF PROJECT

17.1

Landlord’s Control

17.2

Alterations of the Project

17.3

Landlord Not in Breach

17.4

Use of Common Facilities

17.5

Rules and Regulations

17.6

Access to Premises

17.7

Landlord’s Consent

ARTICLE XVIII

18.0

EXPROPRIATION

18.1

Expropriation

ARTICLE XIX

19.0

SPECIAL PROVISIONS

19.1

Operation of Tenant’s Business - Nuisance, etc.

19.2

Landlord’s Work

19.3

Tenant Improvement

19.4

Renewal Option

ARTICLE XX

20.0

MISCELLANEOUS

20.1

Notices

20.2

Planning Act

20.3

Complete Agreement

20.4

Use Prior to Commencement Date

20.5

Acceptance of Premises

20.6

Time of the Essence

20.7

Applicable Law

20.8

Severability

20.9

Section Numbers and Headings

20.10

Interpretation

20.11

Successors

ARTICLE XXI

21.0

INDEPENDENT LEGAL ADVICE

21.1

Independent Legal Advice

LEASE SUMMARY

Lease Summary

a)  Premises:

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ #▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇;

b)  Term:

Five (5) years;

c)  Commencement Date:

June 1, 2019;

d)  Expiry Date:

May 31, 2024;

e)  Basic Rent:                 Years 1 and 2 @ $28.00 per square foot of Rentable Area of the Premises per annum;

Year 3 @ $29.00 per square foot of Rentable Area of the Premises per annum;

Year 4 @ $29.50 per square foot of Rentable Area of the Premises per annum;

Year 5 @ $30.25 per square foot of Rentable Area of the Premises per annum;

f)   Rentable Area of Premises:      2,427 square feet:

g)  Rent Deposit:              $22,468.01, to be held by Landlord as prepaid rent and applied in accordance with Section 16.6;

h)  Use of Premises:

General office purposes;

i)   Address for Service of Notice on Tenant:

at the Premises;

Address for Service of Notice on Landlord:

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Toronto, Ontario M2N 6N4

Attention: Property Manager – ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

j)   Special Provisions:

Section 19.1 - Operation of Tenant’s Business - Nuisance, etc.

Section 19.2 - Landlord’s Work

Section 19.3 - Tenant Improvement

Section 19.4 - Renewal Option

“Operating Costs” means the aggregate of all expenses and costs of every kind determined, for each fiscal period designated by Landlord. on an accrual basis in accordance with generally accepted accounting principles and without duplication, incurred by or on behalf of Landlord with respect to and for the operation, maintenance, repairs, replacements and management of the Project and all insurance relating to the Project. Provided that if the Project is less than 100% completed or occupied for any time. Operating Costs shall be adjusted to mean the amount obtained by adding to the actual Operating Costs during such time additional costs and amounts as would have been incurred or otherwise included in Operating Costs if the Project had been 100% completed, leased and occupied as determined by Landlord acting reasonably; for clarification, Landlord shall be entitled to adjust upward only those amounts which may vary depending on occupancy.

all remuneration including wages and fringe benefits of employees directly employed or engaged in the operation, maintenance, repair, replacement, and management of the Project;

heating, ventilating, air-conditioning and humidity control and fire sprinkler maintenance and monitoring, if any, of the Project;

cleaning, janitorial services, window cleaning, waste removal and pest control;

operation, maintenance, repair and replacements in respect of any elevators, escalators and other transportation equipment, if any;

the provision of all utilities supplied to the Project and the cost of consumption of all utilities consumed on the Project including, without limitation, hot and cold water, gas, electricity, sewer charges and any other utilities or forms of energy;

landscaping and maintenance of all outside areas, including snow and ice removal;

depreciation or amortization of all capital costs of such items including structures, improvements, furnishings, fixtures, equipment, machinery, facilities, systems and property which is part of or installed in or used in connection with the Project which, by their nature, require periodic or substantial repair or replacement, or which are installed or used primarily to reduce the cost or consumption of other items included in Operating Costs (whether or not such costs in respect of the same are in fact reduced), amortized over Landlord’s reasonable estimate of the economic life thereof (but not to exceed fifteen (15) years), and interest on the undepreciated cost of all items in respect of which depreciation or amortization is included herein at two (2%) percent in excess of the prime rate of interest charged by landlord’s bank at Toronto from time to time;

machinery, equipment, facilities, systems and property installed in or used in connection with the Project if the principal purpose or intent of the same or such use or installation was to reduce the cost or consumption of other items included in Operating Costs, whether or not such other costs arc in fact reduced;

all insurance which Landlord is obliged to obtain and/or which Landlord otherwise obtains and the cost of any deductible amounts payable by Landlord in respect of any insured risk or claim;

policing, supervision, security and traffic control;

maintenance, repairs and replacements (with replacements of a capital nature being treated in accordance with the provisions hereof applicable to capital costs) in respect of the Project and all machinery, equipment, facilities, systems and fixtures located therein;

office expenses including telephone, stationery and supplies;

engineering, accounting, legal and other consulting and professional services related to Common Facilities, including the cost of preparing statements respecting Operating Costs;

signs including, without limitation, the cost of all repairs, maintenance and rental charges in respect thereof;

communications, sound, visual, lighting and other systems;

business taxes, if any, on Common Facilities;

decoration of Common Facilities;

contribution, as determined by Landlord acting reasonably and bona fide but in Landlord’s sole discretion, on account of all costs in the nature of those included in Operating Costs in respect of all shared facilities and services including, without limitation, loading areas and docks, parking ramps, driveways and exterior areas, which will be shared by users of the Project and the users of any other property, and all costs to the extent Landlord is required to contribute to the same in respect of the Project or Landlord’s ownership of the same, whether or not such costs are incurred directly in respect of the Project;

all costs in the nature of Operating Costs incurred by Landlord in consequence of its interest in the Project such as maintaining, cleaning, and clearing of ice and snow from municipal sidewalks, adjacent property and the like;

capital taxes in respect of Landlord’s ownership or other interest in the Project, namely any tax or taxes exigible under any provincial or federal legislation based upon or computed by reference to the paid-up capital or place of business of Landlord as determined for the purposes of such tax or based upon or computed by reference to the taxable capital employed in Canada, or any similar tax levied, imposed or assessed in the future in lieu thereof or in addition thereto by any governmental authority, which Landlord may be liable to pay for the fiscal year calculated as if such taxes accrued on a monthly basis;

capital costs incurred for any of the above up to $25,000.00 for any one item;

Sales Taxes payable by Landlord on the purchase of goods and services included in Operating Costs (excluding any such Sales Taxes which are available to and claimed by Landlord as a credit or refund in determining Landlord’s net tax liability on account of Sales Taxes, but only to the extent that such Sales Taxes are included in Operating Costs);

the fair rental value (having regard to rentals prevailing from time to time for similar space) of space occupied by Landlord for management, supervisory or administrative purposes relating to the Project;

a management fee of five (5%) percent of gross amounts received or receivable by Landlord in respect of the Project for all items, including all such items as are included in this Lease as Rent assuming full occupancy and disregarding any reduction, limitation, deferral or abatement of any amounts in the nature of Rent.

Operating Costs, however, shall be reduced by the following to the extent actually received by Landlord:

proceeds of insurance and damages paid by third parties in respect of and to the extent of costs included in Operating Costs as set forth above;

contributions from parties, other than tenants of the Project, if any, in respect of Operating Costs, such as contributions made by parties in respect of their sharing the use of Common Facilities, but not including in such contributions rent or fees charged directly for the use of any Common Facilities such as parking fees, if any, and rent for Storage Areas; and

amounts, if any, received by Landlord on account of Excess Costs as provided in section 7.2 below.

Operating Costs, however, shall exclude the following:

Realty Taxes (the intent being not to duplicate Tenant’s obligations in respect thereof pursuant to other provisions of this Lease);

expenses incurred by ▇▇▇▇▇▇▇▇ in respect of other tenants’ Leasehold Improvements;

capital costs except to the extent included as set forth above;

depreciation or amortization, except to the extent included as set forth above;

repairs or replacements to the extent that the cost of the same is recovered by Landlord pursuant to original construction warranties: or

repairs or replacements to the weight bearing portions of the structure such as foundations, columns, beams and weight bearing slabs and walls as determined by Landlord’s structural engineer.

Landlord, acting reasonably but in its sole discretion, shall have the right to allocate Operating Costs or any portion or portions thereof to such portion or portions of the Building or the Project as Landlord shall determine.

“Rentable Area” of premises above the main floor of the Building or any other building located in the Project shall be:

with respect to premises comprising a full floor leased pursuant to one lease, the Usable Area of such premises; and

with respect to premises being less than a full floor, the Usable Area of such premises plus the relevant proportion (defined below) of all Leaseable Areas on such floor not included in any leased area but which would have been included in a leased area if such floor was fully leased to one tenant, (such as, without limitation, hallways, elevator lobbies, washrooms, mechanical and service rooms); the “relevant proportion” shall be a fraction which has as its numerator the Usable Area of the Premises, the Rentable Area of which is being calculated, and as its denominator, the Usable Area of all leased and leaseable premises on such floor, to the intent that the aggregate of all Rentable Area on such floor shall be the same as if the full floor was leased to one tenant pursuant to a single lease described in (i) above.

Rentable Area of premises located on the main floor of the Building or any other building located on the Project shall be the Usable Area of such premises plus, at Landlord’s discretion, 5% thereof, unless otherwise expressly agreed with the lessees thereof.

Every Rentable Area shall be as determined by Landlord from time to time and each such determination shall be binding upon the parties hereto.

the first Rental Year in the Term shall commence on the Commencement Date and expire on the next succeeding December 31;

the last Rental Year in the Term shall terminate upon the expiration or earlier termination of this Lease; and

Landlord shall have the right at any time or times, by written notice to Tenant, to change the expiry date of any Rental Year and, in such case, such Rental Year shall terminate on the day thus determined by Landlord and any appropriate adjustments resulting from any Rental Year being shorter or longer shall be made.

The term of this Lease (the “Term”) shall be for the period described as the Term in Section 1.1 hereof, commencing on the Commencement Date and to be fully completed and ended on the date described as the Expiry Date in Section 1.1 hereof.

If the Premises are presently leased and/or occupied by another lessee (“Lessee”), and if such Lessee docs not vacate the Premises and Landlord does not obtain vacant possession of the Premises prior to the Commencement Date, this Lease shall not be void or voidable and Landlord shall not be liable for any loss or damages whatever resulting therefrom, and the Commencement Date shall be deferred to the date on which Landlord obtains vacant possession of the Premises.

the land on which the Premises is situate; and

any Common Facilities.

the then current established principles of assessment used by the relevant assessing authorities and on the same basis as the assessment actually obtained for the Project as a whole or the part thereof in which the Premises are located;

assessments of the Premises and any other portions of the Project in previous periods of time;

the Proportionate Share; and

any act, religion or election of Tenant or any other occupant of the Project which results in an increase or decrease in the amount of Realty Taxes which would otherwise have been charged against the Project or any portion thereof.

Tenant shall pay as and when the same are due and payable, all business taxes including all taxes charged in respect of any business conducted on the Premises or in respect of any use or occupancy of the Premises, whether or not charged against Landlord or the Premises.

Tenant shall pay to Landlord when due all Sales Taxes imposed on Landlord or Tenant.

copies of all assessment notices, tax bills and any other documents received by ▇▇▇▇▇▇ related to Realty Taxes chargeable against or in respect of the Premises or the Project; and

receipts for payment of Realty Taxes and business taxes payable by Tenant pursuant hereto.

Commencing on the earlier of (i) the Commencement Date and (ii) the date on which Tenant first uses any part of the Premises for the conduct of business, and thereafter at all times throughout the Term, Tenant shall pay to Landlord the Proportionate Share of Operating Costs.

The amounts payable by Tenant pursuant to this section 7.2 may be computed on the basis of such periods of time as Landlord shall determine from time to time and shall be paid by Tenant to Landlord without deduction, abatement or set-off whatsoever within ten (10) days after the receipt of a statement submitted to Tenant showing the amount payable by ▇▇▇▇▇▇ from time to time.

All amounts payable under this Article VII in respect of any period not falling entirely within the Term shall be adjusted between Landlord and Tenant on a per diem basis.

If by reason of the conduct of business on the Premises outside Business Hours (which is not permitted without Landlord’s prior written consent), or by reason of the particular use or occupancy of the Premises or any of the Common Facilities by Tenant, its employees, agents or persons having business with Tenant, additional costs in the nature of Operating Costs, such as utility charges, security costs, and costs of heating, ventilating and air-conditioning, are incurred in excess of the costs which would otherwise have been incurred for such items, then such excess costs plus fifteen percent (15%) of the amount thereof (“Excess Costs”), then Landlord shall have the right, but not the obligation, to determine on a reasonable basis and require Tenant to pay such Excess Costs.

If Tenant or any other tenant of the Project, pursuant to its lease or otherwise by arrangement with Landlord, provides at its cost any goods or services the cost of which would otherwise be included in Operating Costs, or if any goods or services the cost of which is included in Operating Costs benefit any portion of the Project to a materially greater or lesser extent than any other portion of the Project, then either the denominator for determining a Proportionate Share, or alternatively the amount of Operating Costs, may be adjusted as determined by Landlord acting reasonably to provide for the equitable allocation of the cost of such goods and services among the tenants of the Project.

any retail or wholesale sales activities;

any auction;

any vending machines or other coin operated machines, entertainment or games machines or any other mechanical or electrical serving or dispensing machines or devices whatsoever or the sale or supply of food or beverages (other than food or beverages such as are routinely served in office premises without charge to employees such as coffee and soft drinks) unless expressly permitted in writing by Landlord, in its sole discretion;

any sale of tickets for theatre or other entertainment events or lottery tickets;

any business which would result in people waiting in Common Facilities to enter the Premises;

any type of business or business practice which would, in the sole opinion of Landlord, tend to lower the character or image of the Project or any portion thereof;

any use which in any way contravenes any restrictive covenants in leases granted by Landlord; Tenant covenants and agrees that it will not carry on in the Premises any business which will in any way place Landlord in breach of any such restrictive covenants and Tenant will indemnify and save Landlord harmless from and against all actions, claims, demands and costs with respect thereto; this subsection (vii) shall not be interpreted to prevent Tenant from carrying on in the Premises any business to the extent expressly permitted pursuant to section 8.1 hereof; or

any business or activity not in compliance with all Laws,

Tenant shall not cause, suffer or permit any waste or damage to the Premises or Leasehold Improvements, fixtures or equipment therein nor permit any overloading of the floors thereof and shall not use or permit to be used any part of the Premises for any dangerous, noxious or offensive activity or goods and shall not do anything or permit anything to be done upon or about the Premises nor anything to be brought thereon which Landlord may reasonably deem to be hazardous or a nuisance or annoyance to any other tenants or any other persons permitted to be on the Project. Tenant shall take every reasonable precaution to protect the Premises and the Project from risk of damage by fire, water or the elements or any other cause.

Tenant shall not obstruct any Common Facilities except as expressly permitted by Landlord in writing nor use or permit to be used any Common Facilities for other than their intended purposes.

Tenant shall not use any advertising, transmitting or other media or transmissions of any kind, or other devices in a manner which can be heard, seen, or received outside the Premises, or which could in any way interfere with any communications or other systems outside of the Premises.

Tenant shall conduct its business on the Premises in keeping with a first class office building, To that end. Tenant covenants and agrees that it shall not cause, suffer or permit any fumes, odours, noise or other element, any of which is determined by Landlord to be a nuisance or disturbance to Landlord or any other occupant of the Project, to emanate from the Premises; if Landlord determines that any such fumes, odours, noise or other element is emanating from the Premises in such manner as to cause any nuisance or disturbance to Landlord or any other occupant of the Project, Tenant shall forthwith, upon notice from Landlord, cause the same to be rectified.

Tenant shall be solely responsible for any contaminant, pollutant or toxic substance at any time affecting the Premises resulting from any act or omission of Tenant or any other person on the Premises or any activity or substance on the Premises during the Term, and any period prior to the Term during which the Premises were used or occupied by or under the control of Tenant, and shall be responsible for the clean-up and removal of any of the same and any damages caused by the occurrence, clean-up or removal of any of the same, and Tenant shall indemnify Landlord in respect thereof.

Tenant shall be solely responsible for obtaining from all authorities having jurisdiction all necessary permits, licences and approvals as may be necessary to permit Tenant to hold this Lease and to occupy the Premises and conduct its business thereon, as required by all applicable Laws, including, without limiting the generality of the foregoing, any necessary extra provincial licence, any necessary licence under applicable legislation and any necessary approvals under the Investment Canada Act. or any similar legislation.

Tenant shall provide Landlord on request with evidence satisfactory to Landlord acting reasonably that ▇▇▇▇▇▇ has obtained and is complying with the terms of all applicable licenses, approvals and permits from time to time.

Subject to Landlord’s ability to do so Landlord shall supply or cause to be supplied to the Premises reasonable utilities, the cost to Landlord of which shall be included in Operating Costs. Tenant shall be solely responsible for and shall promptly pay for, as and when they fall due, all costs of supplying water, electricity, gas, steam and other utilities to or in respect of the Premises including, without limitation, the cost of such utilities consumed in or with respect to the Premises.

Tenant’s use of any such utilities shall not exceed the available capacity of the existing systems from time to time. If Tenant desires at any time to obtain any such utilities in excess of such available capacity, Tenant may supply and install at its expense any special wires, conduits or other equipment necessary to provide such additional capacity subject to the prior written consent of Landlord.

Should individual meters or apparatus for the measurement of the consumption of any or all utilities supplied to the Premises not be installed at any time Landlord, acting reasonably, shall allocate the cost of such utilities among the various users thereof and such allocation by Landlord shall be final and binding upon Tenant. If required by Landlord, Tenant shall install at its expense a separate meter or meters to measure the consumption of any or all utilities in the Premises, the type of meter and location to be as determined by Landlord.

Tenant shall promptly pay as and when the same shall be payable all costs for all fittings, connections and meters and all work or services performed in connection with any services or utilities provided to or in respect of the Premises.

The amounts payable by Tenant under this Section 9.1 shall be payable to Landlord or as Landlord shall from time to time designate.

Landlord shall heat the Premises during the appropriate heating season and shall cool the Premises during the appropriate air-conditioning season by means of such heating and cooling equipment as shall be maintained from time to time, for the normal use of the Premises during Business Hours.

If the heating or cooling equipment shall require maintenance, repair or replacement, Landlord shall attend to the same with reasonable promptness having regard to the then existing climatic conditions but Landlord shall not be liable for any losses or damages arising from the resulting lack of heating or cooling, so long as Landlord completes any maintenance, repair or replacement reasonably promptly and, in any event, Landlord shall not be liable for any indirect or consequential losses or damages or any damages for personal discomfort arising from any lack of heating or cooling, whether caused by ▇▇▇▇▇▇▇▇’s negligence or otherwise.

Landlord shall not be responsible for the inadequacy of any heating or cooling of the Premises if (i) the use or occupancy of the Premises, or (ii) the electrical or other power consumed on the Premises, or (iii) the configuration of partitions or other items on the Premises, or (iv) the failure of Tenant to shade windows interferes with or impairs the functioning of or places a higher demand on equipment or heating or cooling of the Premises.

If Tenant desires heating or cooling of the Premises outside Business Hours, the same may be arranged on reasonable advance notice to Landlord and Tenant shall, if required by Landlord, pay for same as an Excess Cost.

Landlord’s costs of compliance with this section 9.2 shall be included in Operating Costs.

Tenant shall pay Landlord forthwith on demand all charges as determined and allocated by Landlord acting reasonably in respect of all special services provided to or for the benefit of Tenant beyond building standard services the costs for which are included in Operating Costs, such special services including, without limitation, charges for security, hoisting, supervision, waste removal, and receiving, storing and handling materials and articles.

Landlord shall have the right, to be exercised by written notice to Tenant, to require that Landlord be the exclusive supplier, at Tenant’s expense, of such materials or services for Tenant in respect of the Premises and the Project not otherwise expressly provided for in this Lease as Landlord may designate from time to time (“Services”) including, without limitation, replacement of tubes, bulbs and ballasts; cleaning of carpeting, drapes and curtains; waste removal; any services requiring drilling or otherwise penetrating floors, walls and ceilings; and locksmithing and security arrangements. If Landlord does not require that it be the supplier of Services, only persons approved by Landlord acting reasonably may supply Services to Tenant but subject to reasonable rules and regulations established by Landlord.

Landlord shall not be liable for any damages caused in performance of any maintenance or cleaning provided hereunder, no matter how caused, whether by negligence or otherwise; Landlord shall not be liable for any indirect or consequential damage arising from any default in or failure to perform any such maintenance or cleaning.

Tenant shall not make any repairs, replacements, changes, additions, improvements or alterations (hereinafter in this Article X referred to as “Alterations”) to the Premises without Landlord’s prior written consent, which consent shall not be unreasonably withheld unless such proposed Alterations might: (i) in any way affect the demising walls or entrances of the Premises or the structure or mechanical or electrical services of the Premises or the Project or the coverage of the Project for zoning purposes; or (ii) in the opinion of Landlord, detrimentally affect the appearance or quality of the Premises or the portion of the Project in which the Premises are located, or impair the value or usefulness of the Premises or the Project, in either of which events such consent may be unreasonably withheld in Landlord’s sole discretion.

With its request for ▇▇▇▇▇▇▇▇’s consent. Tenant shall submit to Landlord details of the proposed Alterations including plans and specifications prepared by qualified architects or engineers, and such Alterations shall be completed in accordance with the plans and specifications approved in writing by Landlord.

All Alterations shall be planned and completed in compliance with all Laws and Tenant shall, prior to commencing any Alterations, obtain at its expense, all necessary permits and licences and provide evidence thereof satisfactory to Landlord.

Tenant shall, prior to the commencement of any such Alterations furnish to Landlord at Tenant’s expense such evidence as reasonably required by Landlord of the projected cost of Alterations and Tenant’s ability to pay for same as and when due, together with such indemnification against costs, liens and damages as Landlord shall reasonably require including, if required by Landlord, a performance bond in such terms and issued by such company as shall be acceptable to Landlord in its sole discretion in an amount at least equal to the estimated cost of such Alterations, guaranteeing completion within a reasonable time of such Alterations free and clear of any liens or encumbrances.

All Alterations shall be performed promptly and in a good and workmanlike manner and in compliance with ▇▇▇▇▇▇▇▇’s rules and regulations by competent contractors or workmen who shall be designated or approved by Landlord and who shall be unionized, if required by Landlord, and shall have labour union affiliations, if any, which are not incompatible with those of other people engaged in the Project.

If Tenant performs any such Alterations without compliance with all of the foregoing provisions of this Article X, Landlord, without prejudice to and without limiting Landlord’s other rights pursuant to this Lease and at law. shall have the right to require Tenant to remove such Alterations forthwith.

Whether or not Landlord’s consent to any Alterations shall be granted, Tenant shall pay to Landlord forthwith upon request all of Landlord’s reasonable costs (including, without limitation, fees of architects, engineers and designers) incurred in reviewing, consulting in respect of, approving, inspecting and, if applicable, supervising any such Alterations and Landlord shall have the right to require Tenant to make a payment in respect thereof to Landlord as a precondition to Landlord’s granting any necessary consent hereunder.

If there is damage to or destruction of the Premises caused by an occurrence against which, and to not more than the extent that, Landlord either is required to insure pursuant to this Lease or is otherwise insured (“Insured Damage”), then the following provisions of this section 12.2 shall apply.

If such damage or destruction is such as to render the whole or any part of the Premises unusable for the purpose of Tenant’s use and occupancy thereof, Landlord shall deliver to Tenant within sixty (60) days following the occurrence of such damage or destruction its written opinion determined reasonably as to whether or not the same is capable of being repaired, to the extent of Landlord’s repair obligations hereunder, within one hundred and eighty (180) days following such occurrence.

If this Lease is not terminated as herein in this Article XII provided, Landlord, to the extent of insurance proceeds which Landlord receives or would have received if it had maintained such insurance as is required to be maintained by Landlord hereunder, and to the extent that any mortgagee entitled to be paid such insurance proceeds consents to the use of the same for repair of such damage or destruction, shall diligently proceed to perform such repairs to the Premises to the extent of its express obligations pursuant to section 10.7 hereof; and Tenant, commencing as soon as is practicable but without interfering with Landlord’s repairs, shall diligently proceed to perform such repairs as are Tenant’s responsibility pursuant hereto.

If in Landlord’s reasonable opinion, the Premises are not capable of being repaired as aforesaid within one hundred and eighty (180) days following such occurrence, Landlord or Tenant may elect, by written notice to the other within thirty (30) days after delivery by Landlord of the opinion provided for in subsection 12.2(b) above, to terminate this Lease, whereupon Tenant shall immediately surrender possession of the Premises and Basic Rent and all other payments for which Tenant is liable pursuant hereto shall be apportioned to the effective date of such termination.

If the damage is such as to render the whole or any part of the Premises unusable in whole or in part for the purpose of Tenant’s use and occupancy as permitted hereby and if immediately prior to the occurrence of such damage Tenant was using substantially all of the Premises for the purposes as permitted by and as otherwise required pursuant to the terms of this Lease then the Basic Rent (and the Basic Rent only) payable hereunder shall ▇▇▇▇▇ to the extent that Tenant’s use and occupancy of the Premises is in fact thereby diminished, which determination shall be made by Landlord acting reasonably but in its sole discretion, until the earlier of (i) the thirtieth (30th) day after the Premises are ready for Tenant to commence its repairs to the Premises as determined by Landlord, and (ii) the date on which ▇▇▇▇▇▇ first commences the conduct of business in any part of the Premises which had been damaged following the date of the occurrence of such damage or destruction.

The respective obligations of Landlord and Tenant with respect to repair of the Premises following any damage or destruction as aforesaid shall be performed in accordance with all applicable obligations to repair contained herein and shall be performed with all reasonable speed. Tenant acknowledges that the obligations of Tenant to repair the Premises after such damage or destruction as aforesaid or otherwise shall be performed at Tenant’s sole cost without any contribution thereto by Landlord whether or not the damage or destruction was caused by Landlord’s fault or negligence and whether or not Landlord had at any time made any contribution to the cost of supply, installation or construction of any Leasehold Improvements in the Premises. In any event, within thirty (30) days after Landlord has completed its repairs to the Premises as aforesaid. Tenant shall complete its repairs to the Premises and shall fully fixture, stock and staff the Premises and recommence the operation of Tenant’s business as permitted and required pursuant hereto.

insurance on the Building and improvements and equipment contained therein owned or leased by Landlord or which Landlord desires to insure, against damage by fire and other risks contained in fire insurance policies with endorsements generally known as extended coverage and riot vandalism and malicious acts endorsements or, at Landlord’s option, “all risks” insurance;

boiler and machinery insurance on such insurable objects as Landlord may elect to insure;

rental income insurance covering such occurrences, in such form, and with such period of indemnity as Landlord may determine;

public liability insurance; and

such other insurance and insurance in such amounts and on such terms as Landlord, in its discretion, may determine.

Tenant shall not do and shall not cause, suffer or permit to be done or omitted to be done by any of its servants, agents, contractors or persons for whom Tenant is in law responsible anywhere on the Project or by any person in, on or about the Premises and shall not permit there to be on the Premises anything which might; (i) result in any increase in the cost of any insurance policies of Landlord or any others on or related to the Project or any part or contents thereof; (ii) result in an actual or threatened cancellation of or adverse change in any policy of insurance of Landlord or others on or related to the Project or any part or contents thereof; or (iii) be prohibited by any policy of insurance of Landlord or any others in force from time to time in respect of the Project or any part or contents thereof.

If the cost of any insurance policies of Landlord or any others on or related to the Project or any part or contents thereof shall be increased as a result of (i) the use or occupancy of the Premises by Tenant or any other person on the Premises or (ii) anything kept of permitted to be kept by Tenant or by any person anywhere on the Premises or by Tenant or any of its employees, customers, contractors, suppliers or persons for whom Tenant is in law responsible on any part of the Project, or (iii) any act or omission of Tenant or any person on the Premises, or of Tenant or any of its employees, customers, contractors, suppliers or persons for whom Tenant is in law responsible on any part of the Project. Tenant shall pay the full amount of such increase in cost to Landlord forthwith upon demand, whether the increase is an increase in insurance cost payable by Landlord or by any other tenant or occupant of the Project or any part thereof. In determining Tenant’s responsibility for any increased cost of insurance as aforesaid, a statement issued by the organization, company or insurer establishing the insurance premiums or rates for the relevant policy shall be conclusive evidence of the various components of such premiums or rates and the factors giving rise to any increase therein.

In the event of an actual or threatened cancellation of or adverse change in any policy of insurance of Landlord or any others on or related to the Project or any part or contents thereof by reason of: (i) the use or occupancy of the Premises by Tenant or any other person permitted by Tenant on the Premises; or (ii) anything placed on or permitted by Tenant or any person on the Premises or by Tenant or any of its employees, customers, contractors, suppliers or persons for whom Tenant is in law responsible on any part of the Project; or (iii) any act or omission of Tenant or any person in the Premises or by Tenant or any of its employees, customers, contractors, suppliers or persons for whom Tenant is in law responsible on any part of the Project and if Tenant fails to remedy the situation, condition, use, occupancy or other factor giving rise to such actual or threatened cancellation or change within twenty-four (24) hours after notice thereof by Landlord, Landlord may, at its option, either:

terminate this Lease forthwith by written notice; or

remedy the situation, condition, use, occupancy or other factor giving rise to such actual or threatened cancellation or change, all at the cost of Tenant to be paid to Landlord forthwith upon demand; for any or all of such purposes as set forth in this sub-section (ii) Landlord shall have the right to enter upon the Premises without further notice.

Tenant shall, at its sole cost and expense, obtain and maintain in full force and effect at all times throughout the Term and such other times, if any, as Tenant occupies the Premises or any portion thereof:

comprehensive general liability insurance including, but not limited to property damage, public liability, personal injury liability, contractual liability, products and completed operations, non-owned automobile liability and owners’ and contractors’ protective insurance coverage, all on an occurrence basis, with respect to any use, occupancy, activities or things on the Premises and with respect to the use and occupancy of any other part of the Project by Tenant or any of it servants, agents, contractors or persons for whom Tenant is in law responsible, with coverage for any one occurrence or claim of not less than Five Million Dollars ($5,000,000,00) or such other amount as Landlord may reasonably require upon not less than one (1) months’ notice at any time;

insurance, in respect of such perils as are from time to time covered in an all risks policy not less broad than the standard commercial property floater policy with the exclusions relating to earthquake and flood removed therefrom, covering the Leasehold Improvements, trade fixtures, furnishings, equipment, stock-in-trade, storefront and store facing materials and all signs in, on or about the Premises, for not less than the full replacement cost thereof and with a replacement cost endorsement;

broad form comprehensive boiler and machinery insurance on all insurable objects located on the Premises or which are the properly or responsibility of Tenant on a blanket repair or replacement basis with a replacement cost endorsement and with limits for each accident in an amount not less than the full replacement cost of all Leasehold Improvements, trade fixtures, furnishings, equipment, stock-in-trade, storefront and store facing materials and all signs in, on or about the Premises;

business interruption insurance either as an extension to or on the same form as the insurance referred to in sub-clauses 13.3(a)(ii) and (iii) above, and in such amounts from time to time as necessary to fully compensate Tenant for direct or indirect loss of sales or earnings resulting from or attributable to any of the perils required to be insured against under the policies referred to in sub-clauses 13.3(a)(ii) and (iii) above and all circumstances usually insured against by cautious tenants including losses resulting from interference with or prevention of access to the Premises or the Project as a result of such perils or for any other reason;

tenant’s legal liability insurance for the full replacement cost of the Premises, and the loss of use thereof;

leasehold interest insurance to fully protect Tenant for loss of its interest in this Lease and its Leasehold Improvements in the event of termination of this Lease pursuant to Article XII above, whether or not there is any damage or destruction to the Premises;

standard owners’ form of automobile insurance policy providing third party liability insurance on all automobiles owned by or registered in the name of Tenant with inclusive limits and on such terms as reasonably required by Landlord from time to time, covering all licensed vehicles owned by or operated by or on behalf of Tenant;

plate glass insurance on all internal and external glass; and

insurance against such risks and in such amounts as Landlord or any mortgagee, debenture holder or other secured creditor of Landlord may from time to time reasonably require upon not less than thirty (30) days’ written notice.

Each of Tenant’s insurance policies shall name Landlord and Tenant and any others designated by Landlord as additional insured’s, as their interests may appear, with loss payable to Landlord under the policies referred to in sub-sections 13.3(a)(ii), (iii), (viii) and, where applicable, (ix) above, and each of Tenant’s insurance policies shall contain, as deemed appropriate by Landlord:

the mortgage clause as may be required by any mortgagee, debenture holder or other secured creditor of Landlord;

a waiver by the insurer of any rights of subrogation, or indemnity, or any other claim over, to which such insurer might otherwise be entitled against Landlord or any agents or employees of Landlord or any other person for whom Landlord is in law responsible;

an undertaking by the insurer that no material change adverse to Landlord or Tenant or the mortgagee, debenture holder or other secured creditor of Landlord or Tenant will be made and the policy will not lapse or be cancelled or terminated, except after not less than thirty (30) days’ written notice to Landlord and ▇▇▇▇▇▇ and the mortgagee, debenture holder or other secured creditor of either of them of the intended change, lapse, cancellation or termination;

a provision stating that Tenant’s insurance policy shall be primary and shall not call into contribution any other insurance available to Landlord;

a joint loss endorsement or agreement, where applicable;

a severability of interests clause and a cross-liability clause, where applicable; and

a waiver, in respect of the interests of Landlord and of any mortgagee, debenture holder or other secured creditor of Landlord, of any provision in any such insurance policies with respect to any breach of any warranties, representations, declarations or conditions contained in the said policies.

Tenant shall ensure that Landlord shall at all times be in possession of either certificates of insurance in the form designated or approved by Landlord or certified copies of Tenant’s insurance policies which are current and in force in good standing including such certificates or other evidence satisfactory to Landlord as to Tenant’s insurance in effect and its renewal or continuation in force together with such evidence as may be required by Landlord as to the method of determination of the full replacement cost of the Leasehold Improvements, trade fixtures, furnishings, equipment, stock-in-trade, plate glass, storefront and store facing materials and signs and full particulars of the full replacement cost of each of the same, and if Landlord reasonably concludes that the full replacement cost has been underestimated or understated. Tenant shall forthwith arrange for any consequent increase in coverage required pursuant to this section 13.3.

Tenant hereby releases Landlord and its servants, agents, employees, contractors and those for whom Landlord is in law responsible from all losses, damages and claims of any kind in respect of which Tenant is required to maintain insurance or is otherwise insured.

any breach by Tenant of any of the provisions of this Lease;

any act or omission of any person on the Premises or any use or occupancy of or any property in the Premises;

any act or omission of Tenant or any of its servants, agents, employees, invitees, licensees, sub-tenants, concessionaires, contractors or persons for whom Tenant is in law responsible on the Premises or elsewhere on or about the Project;

any injury, death or damage to persons or property of Tenant or its servants, agents, employees, customers, contractors or any other persons on the Project by or with the invitation, licence or consent of Tenant;

any damage, destruction or need of repair to any part of the Project caused by any act or omission of Tenant or its servants, agents, employees, customers, contractors or persons for whom Tenant is in law responsible, notwithstanding any other provisions of this Lease including Landlord’s repair obligations under section 10.7 above.

Tenant shall not assign this Lease in whole or in part and shall not sublet or part with or share possession of all or any part of the Premises and shall not grant any concessions, franchises, licences or other rights to others to use any portion of the Premises (all of the foregoing being hereinafter individually or collectively referred to as “Transfer”; a party making a Transfer is referred to as a “Transferor” and a party taking a Transfer is referred to as a “Transferee”) without the prior written consent of Landlord in each instance, which consent may shall not be unreasonably withheld, notwithstanding the provisions of Section 23(1) of the Commercial Tenancies Act. R.S.O. 1990, Chapter L.7. or any amendment thereto or any similar legislative provisions in force now or in the future. Without limiting or affecting the meaning or interpretation of the foregoing, Landlord shall be entitled to arbitrarily or unreasonably withhold its consent to a Transfer in respect of which Landlord exercises its right to terminate this Lease, or to take a Transfer of the Premises or any portion thereof, pursuant to section 14.3.

Notwithstanding and without in any way affecting or limiting the interpretation of the foregoing, it is agreed that it shall be reasonable for Landlord to withhold its consent to a Transfer unless it is shown to Landlord’s satisfaction that:

the proposed Transferee has a good business and personal reputation;

the proposed Transferee and its principal shareholders have not been bankrupt or the holder of twenty (20%) percent or more of the issued shares of any class of shares of a corporation or of an interest in a partnership, either of which has been bankrupt in the ten (10) years preceding the date of the proposed Transfer;

the proposed Transferee and its principal shareholders have good financial strength at least equal to that of Tenant at the Commencement Date and as at the date of the request for Landlord’s consent to the Transfer, and have financial strength at least sufficient to satisfy all of the obligations of Tenant hereunder;

the Transferee is not an existing occupant of any part of the Project and has not then recently been a prospect involved in bona fide negotiations with Landlord respecting the leasing of any premises in the Project and is not in any way affiliated with such existing occupant or bona fide prospect; and

the Transfer, use, or occupancy of the Premises by the Transferee would not result in a breach of any agreement by which Landlord is bound with respect to any part of the Project.

If Landlord withholds, delays or refuses to give consent to any Transfer, whether or not Landlord is entitled to do so, Landlord shall not be liable for any losses or damages in any way resulting therefrom and Tenant shall not be entitled to terminate this Lease or exercise any other remedy whatever in respect thereof except to seek the order of a court of competent jurisdiction compelling Landlord to grant any such consent which Landlord is obliged to grant pursuant to the terms of this Lease.

No transfer may be made other than pursuant to an agreement in writing of which a copy is given to Landlord together with the request for consent. The provisions of this Article XIV shall apply to any Transfer, which might occur by inheritance or operation of law.

No Transfer may be made where any portion of Rent is lower than that provided for herein or otherwise on terms more favourable to the Transferee than the terms set forth herein.

to collect a deposit or further deposit to be held as a security deposit pursuant to section 16.6 hereof such that the security deposit held by Landlord shall be equivalent to at least two (2) months’ Basic Rent payable in respect of the Transferred Premises;

to require Tenant and the Transferee and any indemnifier in respect of ▇▇▇▇▇▇’s obligations hereunder to enter into an agreement in writing and under seal to implement any amendments to this Lease to give effect to Landlord’s exercise of any of its rights hereunder;

to require the Transferee to enter into an agreement with Landlord in writing and under seal to be bound by all of Tenant’s obligations under this Lease in respect of the portion of the Premises which is the subject of the Transfer, and to waive any right it, or any person on its behalf, may have to disclaim, repudiate or terminate this Lease pursuant to any bankruptcy, insolvency, winding-up or other creditors proceeding, including, without limitation, the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), and to agree that in the event of any such proceeding Landlord will comprise a separate class for voting purposes;

to require the Transferee to waive any rights pursuant to subsections 21 and 39(2) of the Commercial Tenancies Act, R.S.O. 1990, Chapter L.7 and any amendments thereto and any other statutory provisions of the same or similar effect, to retain the unexpired Term of the Lease, or any portion thereof or obtain any right to enter into any lease or other agreement directly with Landlord for the Premises or any portion thereof, or otherwise remain in possession of any portion of the Premises;

to require, if the Transfer is a sub-lease or other transaction not including an assignment, that all amounts payable by the Transferee each month be paid directly to Landlord who shall apply the same on account of Tenant’s obligations under this Lease; and

to require the Transferee to grant to Landlord a Security Agreement pursuant to section 16.5 hereof.

to require the Transferee to waive any rights it may have pursuant to the Bankruptcy and Insolvency Act or any successor legislation to repudiate this Lease.

No consent of Landlord to a Transfer shall be effective unless given in writing and executed by Landlord under seal and no such consent shall be deemed or presumed by any act or omission of Landlord or by Landlord’s failure to respond to any request for consent or by Landlord’s accepting any payment of any amount payable hereunder from any party other than ▇▇▇▇▇▇. Without limiting the generality of the foregoing, Landlord may collect rent and any other amounts from any Transferee and apply the net amount collected to any Rent and the collection or acceptance of any Rent shall not be deemed to be a waiver of Landlord’s rights under this section nor an acceptance of or consent to any such Transfer or a release of any of Tenant’s obligations under this Lease. No Transfer and no consent by Landlord to any Transfer shall constitute a waiver of the necessity to obtain Landlord’s consent to any subsequent or other Transfer.

In the event of any Transfer or any consent by Landlord to any Transfer, Tenant shall not thereby be released from any of its obligations hereunder but shall remain bound by all such obligations pursuant to this Lease for the balance of the Term. Tenant hereby consents to any further Transfers and to any amendments of this Lease which may be made between the Transferee and Landlord without the further consent or agreement of Tenant (“Amendments”) and Tenant also consents to all Alterations (as referred to in section 10.2 above) after any such Transfer. Tenant shall continue to be bound by all of its obligations pursuant hereto notwithstanding any such further Transfers or any Amendments or Alterations, to the extent of what would have been Tenant’s obligations pursuant hereto had such Amendments or Alterations not been made. If this Lease is renewed or extended by any Transferee pursuant to any option of Tenant, or if any Transferee exercises any option to lease other premises pursuant to any option of Tenant, each Transferor shall be liable for all of the obligations of Tenant resulting from the exercise of either options throughout the Term as renewed or extended.

Every Transferee shall be obliged to comply with all of the obligations of Tenant under this Lease. Tenant shall enforce all of such obligations against each Transferee. Any default of any Transferee shall also constitute a default of Tenant hereunder.

▇▇▇▇▇▇ agrees that if this Lease is ever disclaimed, repudiated or terminated by or on behalf of a Transferee pursuant to any bankruptcy, insolvency, winding-up or other creditors’ proceeding, including any proceeding under the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), or if Landlord terminates this Lease as a result of any act or default of any Transferee, Tenant shall nonetheless remain responsible for fulfilment of all obligations of Tenant hereunder for what would have been the balance of the Term but for such disclaimer, repudiation or termination and shall, upon Landlord’s request, enter into a new lease of the Premises for such balance of the Term and otherwise on the same terms and conditions as in this Lease subject to such amendments hereto to which ▇▇▇▇▇▇ had agreed at any time prior to such disclaimer, repudiation or termination, and with the exception that Tenant will accept the Premises in “as is” condition.

execute any such certificate, agreement, instrument or document for and on behalf of ▇▇▇▇▇▇ and in ▇▇▇▇▇▇’s name. Tenant hereby agreeing to be bound by the same, and for such purpose Tenant hereby irrevocably appoints Landlord as ▇▇▇▇▇▇’s attorney for and on behalf of Tenant pursuant to the Powers of Attorney Act (Ontario) and which appointment shall survive the death or incapacity of Tenant;

to terminate this Lease; and

in any event and without being affected by either of the foregoing rights, to exercise all rights against Tenant in respect of Tenant’s default as aforesaid as Landlord might otherwise have pursuant to this Lease or at law, included in which is a claim for damages.

Tenant shall fail, for any reason, to make any payment of Rent as and when the same is due to be paid hereunder and such default shall continue for five (5) days after such payment was due, whether or not notice is given to Tenant;

Tenant shall fail, for any reason, to perform any other covenant, condition, agreement or other obligation on the part of Tenant to be observed or performed pursuant to this Lease (other than the payment of any Rent) or any other agreement between the parties, whether or not related to the Premises, and such default shall continue for fifteen (15) days after written notice thereof or such shorter period as expressly provided herein;

any of Landlord’s policies of insurance on the Project or any part or contents thereof shall be actually or threatened to be cancelled or adversely changed as a result of any use or occupancy of or contents in the Premises;

Tenant shall purport to make a Transfer affecting the Premises, or the Premises shall be used by any person or for any purpose, other than in compliance with and as expressly authorized by this Lease;

Tenant or any other person occupying any portion of the Premises shall make an assignment for the benefit of creditors or become bankrupt or insolvent or take the benefit of any statute for bankrupt or insolvent debtors or make any proposal, assignment, arrangement or compromise with its creditors or, if any steps are taken or action or proceedings commenced by any person for the dissolution, winding up or other termination of Tenant’s existence or liquidation of its assets;

a trustee, receiver, receiver-manager, manager, agent or other like person shall be appointed in respect of the assets or business of Tenant or any other occupant of the Premises;

Tenant attempts to or does abandon the Premises or remove or dispose of any goods and chattels from the Premises so that there would not, in the event of such removal or disposal, be sufficient goods of Tenant on the Premises subject to distress to satisfy all arrears of Rent payable under this Lease and all Rent payable hereunder for a further period of at least twelve (12) months, or if the Premises shall be vacant or unoccupied for a period of five (5) consecutive days or more without the prior written consent of Landlord;

Tenant makes any sale in bulk affecting any property on the Premises (other than in conjunction with a Transfer approved in writing by Landlord and made pursuant to all applicable legislation);

this Lease or any goods or other property of Tenant shall at any time be seized or taken in execution or attachment which remains unsatisfied for a period of five (5) days or more;

termination or re-entry by Landlord is permitted under any provision of this Lease or at law;

terminate this Lease in respect of the whole or any part of the Premises by written notice to Tenant; if this Lease is terminated in respect of part of the Premises, this Lease shall be deemed to be amended by the appropriate amendments, and proportionate adjustments in respect of Rent and any other appropriate adjustments shall be made;

enter the Premises as agent of Tenant and as such agent to relet them for whatever term (which may be for a term extending beyond the Term) and on whatever terms and conditions as Landlord in its sole discretion may determine and to receive the rent therefor and, as the agent of Tenant, to take possession of any furniture, fixtures, equipment, stock or other property thereon and, upon giving written notice to Tenant, to store the same at the expense and risk of Tenant or to sell or otherwise dispose of the same at public or private sale without further notice, and to make such alterations to the Premises in order to facilitate their reletting as Landlord shall determine, and to apply the net proceeds of the sale of any furniture, fixtures, equipment, stock or other property or from the reletting of the Premises, less all expenses incurred by Landlord in making the Premises ready for reletting and in reletting the Premises, on account of the Rent due and to become due under this Lease and Tenant shall be liable to Landlord for any deficiency and for all such expenses incurred by Landlord as aforesaid; no such entry or taking possession of or performing alterations to or reletting of the Premises by Landlord shall be construed as an election on Landlord’s part to terminate this Lease unless a written notice of such intention or termination is given by Landlord to Tenant;

remedy or attempt to remedy any default of Tenant in performing any repairs, work or other covenants of Tenant hereunder and, in so doing, to make any payments due or claimed to be due by Tenant to third parties and to enter upon the Premises, without any liability to Tenant therefor or for any damages resulting thereby, and without constituting a re-entry of the Premises or termination of this Lease, and without being in breach of any of Landlord’s covenants hereunder and without thereby being deemed to infringe upon any of Tenant’s rights pursuant hereto, and in such case, Tenant shall pay to Landlord forthwith upon demand all amounts paid by Landlord to third parties in respect of such default and all reasonable costs of Landlord in remedying or attempting to remedy any such default plus ten (10%) percent of the amount of such costs for Landlord’s inspection and supervision plus a further ten (10%) percent for overhead and profit;

obtain damages from Tenant including, without limitation, if this Lease is terminated by Landlord, all deficiencies between all amounts which would have been payable by Tenant for what would have been the balance of the Term, but for such termination, and all net amounts actually received by Landlord for such period of time; and

suspend or cease to supply any utilities, services, heating, ventilating, air-conditioning and humidity control to the Premises, all without liability of Landlord for any damages, including indirect or consequential damages, caused thereby.

All amounts of Rent shall bear interest from their respective due dates until the actual dates of payment at a rate which shall be three (3%) percent per annum in excess of the rate of interest known as the prime rate of interest charged by ▇▇▇▇▇▇▇▇’s bank in Ontario and which serves as the basis on which other interest rates are calculated for Canadian dollar loans in Ontario from time to time (“Prime Rate”).

Further, on each occurrence of default in the payment of Rent, Tenant shall pay to Landlord on demand in addition to the aforesaid interest an administration fee equal to the greater of (i) $200.00 and (ii) two percent (2%) of the amount of Rent in default.

The amounts payable pursuant to subsections (a) and (b) above shall only become payable upon demand but shall, for clarification, accrue from the respective due dates of the payments.

Tenant shall be responsible for and pay to Landlord forthwith upon demand all costs incurred by Landlord, including, without limitation and without duplication of section 16.2(b), reasonable compensation for all time expended by ▇▇▇▇▇▇▇▇’s own personnel, legal costs on a solicitor and his own client basis, and all other costs of any kind whatsoever, arising from or incurred as a result of any default of Tenant or any enforcement by Landlord of any of Tenant’s obligations under this Lease or any other agreement or obligation of Tenant to Landlord, whether or not related to The Premises including, but not limited to, witness costs (such as transportation, accommodation and the like).

Tenant hereby waives and renounces the benefit of any present or future statute taking away or limiting or purporting to limit Landlord’s right of distress and agrees with Landlord that, notwithstanding any such statute, all goods and chattels from time to time on the Premises shall be subject to distress for Rent and the fulfillment of all of Tenant’s obligations under this Lease in the same manner as if such statute had not been passed.

In addition to any other rights of Landlord to distrain. Landlord shall have the right to distrain for any arrears of Rent all goods and chattels, including without limitation all heavy or connected machinery and equipment. Landlord may exercise any right of distress on the Premises and for such purpose may lock the Premises, change any locks on the Premises and by any means exclude Tenant from all or any parts of the Premises and Landlord shall not thereby be terminating this Lease in the absence of express written notice terminating this Lease. Tenant consents to being excluded by Landlord from all or any parts of the Premises for purposes of Landlord’s exercising any right of distress.

If any goods or chattels of Tenant shall be removed from the Premises, Landlord shall have the right to follow the same and exert against the same all of its rights as if such goods and chattels had remained on the Premises, such right of Landlord to include, without limitation, the right to follow such goods and chattels for thirty (30) days in the same manner as is provided for in the Commercial Tenancies Act, R.S.O. 1990, Chapter L.7.

▇▇▇▇▇▇ agrees that all of its personal property of any kind on the Premises shall at all times during the Term be the unencumbered property of Tenant.

Tenant has deposited or upon execution of this Lease will deposit with Landlord the sum described as Rent Deposit in section 1.1 hereof (“Rent Deposit”). The Rent Deposit shall be held by Landlord without interest as a prepayment towards the first month’s Rent and the remaining amount to be held as a security deposit equal to last month’s Rent payable by ▇▇▇▇▇▇.

If at any time any Rent shall be overdue, all or any portion of the Rent Deposit shall be automatically deemed to be applied to the payment of said Rent, Further, if Tenant defaults in the performance of any of the terms, covenants, conditions and provisions of this Lease as and when the same are due to be performed by Tenant then, all or any part of the Rent Deposit shall be deemed to be automatically applied on account of any losses or damages sustained by Landlord as a result of such default.

If all or any part of the Rent Deposit is applied by Landlord on account of the payment of Rent or on account of losses or damages sustained by Landlord as aforesaid, then Tenant shall, within three (3) days after demand from Landlord, remit to Landlord a sufficient amount in cash or by certified cheque to restore the Rent Deposit to the original sum deposited or required to be deposited as herein set forth plus interest.

In the event of the insolvency or bankruptcy of Tenant, Landlord shall have the right to apply any Rent Deposit on account of any damages Landlord may suffer by reason of the bankruptcy or insolvency of Tenant.

If Tenant complies with all of the terms, covenants, conditions and provisions under this Lease and promptly pays all Rent herein provided to the extent the same remains in Landlord’s possession and is not applied to any of Tenant’s obligations hereunder, as and when the same shall be due and payable, the Rent Deposit shall be applied to the last month(s)’ Rent payable under this Lease.

Landlord may deliver the Rent Deposit, or such portion thereof remaining on hand to the credit of Tenant, to any purchaser, mortgagee or assignee of Landlord’s interest in the Premises or the Project or this Lease and thereupon Landlord shall be and is hereby discharged from any further liability with respect to the Rent Deposit.

In the event of any bankruptcy, insolvency, winding-up or other creditors’ proceeding, the Rent Deposit shall be the absolute property of Landlord and shall be deemed to have been automatically appropriated and applied against the Rent and any other amounts payable hereunder in respect of the period at what would have been the end of the Term, but for any disclaimer, repudiation or termination of this Lease pursuant to such proceeding.

No waiver of any of Tenant’s obligations under this Lease and no waiver of any of Landlord’s rights hereunder in respect of any default by Tenant hereunder shall be deemed to have occurred or be given as a result of any condoning, excusing, overlooking or delay in acting upon by Landlord in respect of any default by Tenant or by any other act or omission of Landlord including, without limitation, the acceptance of any Rent less than the full amount thereof, the acceptance of any Rent after the occurrence of any default by ▇▇▇▇▇▇, or any verbal or written statements or agreements made by any employee of Landlord other than an agreement in writing duly executed on behalf of Landlord by one of its personnel with ostensible authority to do so. No waiver of any of Tenant’s obligations or any of Landlord’s rights hereunder shall be effective except and only to the extent of any express waiver in writing duly executed on behalf of Landlord by one of its personnel with ostensible authority to do so. The waiver by Landlord of any default of Tenant or of any rights of Landlord in respect of any term, covenant or condition herein shall not be deemed to be a waiver of any subsequent default of Tenant or rights of Landlord in respect of such term, covenant or condition.

All rights and remedies of Landlord under this Lease and at law shall be cumulative and not alternative, and the exercise by Landlord of any of its rights pursuant to this Lease or at law shall at all times be without prejudice to any other rights of Landlord, whether or not they are expressly reserved. Tenant’s obligations under this Lease shall survive the expiry or earlier termination of this Lease and shall remain in full force and effect until fully complied with.

If Landlord assigns this Lease to a mortgagee or holder of other security on the Premises or the Project or any part thereof or to any other person whatsoever Landlord shall nonetheless be entitled to exercise all rights and remedies available to it pursuant to this Lease and at law without providing evidence of the approval or consent of such mortgagee, holder of other security or other person whatsoever.

All Rent shall be paid by Tenant to Landlord without deduction, abatement or set-off whatsoever, except as and to the extent expressly permitted pursuant to the terms of this Lease, and Tenant hereby waives any rights of deduction, abatement or set-off available to it now or at any time in the future, including any right to deduction, abatement or set-off contained in any statute.

Tenant shall during the whole of the Term maintain in good standing and in accordance with all Laws all licences and permits of any kind whatever required for the proper conduct by Tenant of its business pursuant to the terms hereof (all of which licences and permits are hereinafter in this section 16.9 referred to as “Licences”). Landlord shall be entitled to receive copies of all correspondence and notices between Tenant and all relevant licensing authorities and Tenant shall cooperate with Landlord to seek to arrange for copies of all such correspondence and notices from all such authorities to be forwarded to Landlord automatically.

If this Lease is terminated for any reason whatsoever, including ▇▇▇▇▇▇’s failure to maintain the said Licences in good standing as set out herein, or if Landlord takes possession of the Premises during the Term for any reason whatsoever as permitted by this Lease or by law, including Tenant’s default, then, in any such events, Tenant covenants to and does hereby transfer to Landlord or as Landlord directs in writing all of such Licences subject to the approval of the relevant licensing authorities. For such purposes, ▇▇▇▇▇▇ agrees to execute or cause to be executed by the shareholders of Tenant all documents necessary to effect such transfers of Licences. Upon the execution and delivery of this Lease or at any time thereafter as requested by Landlord from time to time. Tenant shall execute and shall cause the shareholders of Tenant to execute such documents as are necessary to effect the prospective transfer of Licences referred to herein, and shall lodge the same in escrow with Landlord, with authority to date and use such documents as may be desired by Landlord in the event of Landlord being entitled to a transfer of the Licences. If Tenant or any of the shareholders of Tenant fail to execute any documents as required pursuant hereto within two (2) days after written notice from Landlord. Landlord shall thereupon be and is hereby appointed attorney for Tenant and the shareholders of Tenant to execute and deliver any and all of such documents in their names and on their behalves, such appointment being made pursuant to the Powers of Attorney Act (Ontario) and shall survive and be exercisable during any subsequent legal incapacity of the party granting such power of attorney.

It shall be a condition precedent of any Transfer in respect of this Lease or the Premises that the Transferee and shareholders thereof, as the case may be, grant to Landlord a power of attorney in such form as Landlord may reasonably require to give to it the rights in respect of the Transferee and the shareholders thereof as is intended to be given to Landlord in respect of Tenant and its shareholders pursuant to the provisions of this section 16.9.

police and supervise any or all portions of the Project;

obstruct, lock up or close off all or any part of the Project for purposes of performing any maintenance, repairs or replacements or for security purposes or to prevent the accrual of any rights to any person or the public or any dedication thereof;

grant, modify and terminate any easements or other agreements respecting any use or occupancy, maintenance of or supply of any services to any part of the Project; and

use or permit to be used any part of the Common Facilities for any purpose which shall be in accordance with prudent management practice from time to time, including promotional activities, merchandising, display, entertainment or special features.

Notwithstanding anything contained in this Lease, at any time and from time to time and either prior to or after the Commencement Date initial Term of this Lease, Landlord shall have the right to construct on or remove from the Project or adjacent lands such other buildings or extensions of buildings as Landlord may desire. Landlord shall have the right to make any changes in, additions to, deletions from, re-arrangements of or relocations of any part or parts of the Project including any of the Common Facilities as Landlord shall consider necessary or desirable (which, or any of which, arc referred to in this section 17.2 as “Changes”).

Landlord shall have the right to make any Changes with respect to the Premises, including the right to relocate the Premises or any portion thereof after the initial term of this Lease, to the extent found necessary or desirable by Landlord, provided that the Premises, as affected by such Changes, shall be substantially the same in size as the Premises as described herein.

Landlord shall make any such Changes as expeditiously as is reasonably possible in the circumstances and shall interfere as little as is reasonably possible in the circumstances with ▇▇▇▇▇▇’s business operation in the Premises. Tenant shall forthwith, at the request of Landlord, execute such further assurances, releases or documents as may be required by Landlord to give effect to any of Landlord’s rights under this section 17.2.

Landlord, without limiting any other rights Landlord may have pursuant hereto or at law, shall have the right, but not the obligation, to enter the Premises at any time upon twenty-four (24) hours prior notice (except in the case of subsection (a)(iii) below and for any of the following purposes:

to examine the Premises and to perform any maintenance, repairs and alterations to the same or any part thereof as may be required or permitted by this Lease and to perform any maintenance, repairs and alterations to the Project and to any mechanical, electrical, heating, ventilating, air-conditioning and humidity control equipment and services located therein serving the Premises or any other part of the Project, and for all of such purposes. Landlord may take such material and equipment into the Premises as Landlord may require;

work being performed in premises adjoining or in the vicinity of the Premises or the Project;

for any purposes as determined by Landlord in cases of emergency;

to protect the Premises or any part of the Project in respect of any construction or other to read any utility or other similar meters located in the Premises;

during the last twelve (12) months of the Term to place “For Rent” signs on the Premises and to show the Premises to prospective tenants and to permit prospective tenants to make inspections, measurements and plans;

at any time during the Term, to show the Premises to prospective purchasers, mortgagees or lenders; and

to exercise any of the rights available to Landlord pursuant to this Lease.

Landlord shall have the right to run through the Premises conduits, wires, pipes, ducts and other elements of any systems for utilities, heating, ventilating, air-conditioning and humidity control, telephone and other communications systems and any other such systems to serve the Premises or the Project or any parts thereof and Landlord shall have access for itself and those designated by it to the Premises for the purpose of inspecting, maintaining, repairing, replacing, altering and any services in respect of any of the same. Notwithstanding the foregoing, the Rentable Area of the Premises shall be deemed not to be reduced or otherwise affected as a result of any of such systems being located on or running through the Premises. Landlord shall also have access to the Premises for itself and those designated by it to perform such work in respect of the Project as Landlord shall deem necessary.

Tenant shall permit other tenants of the Project access to the Premises on reasonable notice and on the making of reasonable arrangements, which ▇▇▇▇▇▇ agrees to do, and at reasonable times for the performance of any inspection, maintenance, repairs and alterations in respect of the premises occupied by such other tenants and any services thereto. Landlord shall have the right to enforce the provisions of this subsection (c) on behalf of such other tenants but Landlord shall not be responsible for any damage caused as a result of the exercise of the rights of such other tenants pursuant hereto, all of which shall be as determined between Tenant and any such other tenants.

Landlord, any other tenants of the Project and any others permitted by Landlord shall have the right, in common with Tenant and all others entitled to use of the same, to use for their intended purposes all portions of the Premises in the nature of common areas (such as corridors, lobbies, washrooms and the like).

Landlord shall exercise its rights pursuant to this section 17.6 in such manner and at such times as Landlord, acting reasonably but in its sole discretion, shall determine; at any time that entry by Landlord is desired in case of emergency, and if no personnel of Tenant are known by Landlord to be present on the Premises or if such personnel fail for any reason to provide Landlord immediate access at the time such entry is desired, Landlord may forcibly enter the Premises without liability for damage caused thereby.

If the whole or any part of the Premises shall be expropriated (which term shall for the purposes of this Article XVIII include expropriation, condemnation or sale by Landlord to an authority with the power to expropriate, condemn or take) by any competent authority then:

Landlord and Tenant shall cooperate with each other in respect of such expropriation so that Tenant may receive the appropriate award to which it is entitled in law for relocation costs and business interruption and so that Landlord may receive the maximum award to which it may be entitled in law for all other compensation arising from such expropriation, including, without limitation, all compensation for the value of Tenant’s leasehold interest in the Premises, all of which shall be the properly of landlord, and all of such Tenant’s rights in respect of such expropriation, excluding only rights in respect of relocation costs and business interruption, shall be and are hereby assigned to Landlord; to give effect to such assignment to Landlord, Tenant shall execute such further documents as are necessary, in Landlord’s opinion, to effect such assignment, and in default of Tenant’s completing such documents within ten (10) days after demand. Landlord shall be and is hereby appointed the attorney for Tenant to execute such documents for and on behalf of Tenant and in its name, such appointment being hereby made pursuant to the Powers of Attorney Act (Ontario) and shall survive and may be exercised during any subsequent legal incapacity of Tenant;

Landlord shall have the option, to be exercised by written notice to Tenant, to terminate this Lease, such termination to be effective on the date the expropriating authority takes possession of the whole or any portion of the Premises; and

this Lease shall continue in full force and effect in accordance with its terms until the date on which this Lease is terminated in accordance with the provisions of this Article XVIII, if terminated in accordance with the express provisions hereof and, if terminated, Rent and all other obligations under this Lease shall be adjusted as of the date of such termination.

If the whole or any part of the Project shall be expropriated, then subject to the foregoing provisions respecting expropriation of the Premises:

all compensation resulting from such expropriation shall be the absolute property of Landlord and all of Tenant’s rights, if any, to any such compensation shall be and are hereby assigned to Landlord; Tenant shall execute such further documents as are necessary, in Landlord’s opinion, to effect such assignment, and in default of Tenant’s completing such documents within ten (10) days after demand. Landlord shall be and is hereby irrevocably appointed the attorney for Tenant to execute such documents for and on behalf of ▇▇▇▇▇▇ and in its name, such appointment being made pursuant to the Powers of Attorney Act (Ontario) and shall survive and may be exercised during any subsequent legal incapacity of Tenant;

this Lease shall continue in full force and effect in accordance with its terms unless and until terminated as herein provided; and

if the expropriation of part of the Project is such as to render undesirable, in Landlord’s opinion, the continuing operation of the portion of the Project in which the Premises are situate, Landlord shall have the right to terminate this Lease as of the date upon which the expropriating authority takes possession of all or any portion of the Project and all of the obligations of the parties pursuant hereto shall be adjusted to the date of such termination.

Secure all necessary building permits and approvals for Landlord’s Work;

Any modifications in the ceiling or lights or in the sprinkler, electrical, plumbing, existing HVAC or other mechanical systems required as a result of Landlord’s Work;

Ensure blinds on all perimeter windows are fully operable;

Replace all burnt out lighting fixtures;

Paint the Premises in two (2) building standard colours, to be approved by Tenant;

Ensure that the base building HVAC, lighting, and electrical outlets are in good working condition; and

Remove all debris, including all cabling, if so requested by Tenant such that the Premises are left in a clean, broom swept manner.

there shall be no further right to extend or renew this Lease;

all Rent (including Basic Rent and all other amounts payable pursuant hereto) shall be payable commencing on the first day of such Extension Term and shall continue thereafter at all times throughout such Extension Term without any period during which any such Rent shall not be payable;

Tenant shall accept the Premises in the then existing condition thereof and Landlord shall not be required to do any work.

Tenant shall not be entitled to the benefit of any rent free period, fixturing period or to receive any leasehold improvement allowance or any payments by Landlord to Tenant;

the annual Basic Rent shall be the fair market rent for the Premises for the Extension Term; for the purposes of this section 19.4, “fair market rent” means the annual rental which could reasonably be obtained by Landlord for the Premises from a willing tenant or willing tenants renewing their lease(s) dealing at arm’s length with Landlord in the market prevailing at a date 90 days prior to the date which is that upon which the Extension Term is to commence, having regard to all relevant circumstances including the size and location of the Premises and the Leasehold Improvements therein, and with the assumption that the same are ideal for Tenant’s use as is, and with the further assumption that either the existing Leasehold Improvements are fully adequate for Tenant’s use of the Premises throughout the Extension Term or there remains sufficient time over which such improvements may be amortized, and disregarding any disrepair to the Premises or improvements therein resulting from ▇▇▇▇▇▇’s failure to properly maintain and repair the same, or removal of any Leasehold Improvements and having regard also to the rental currently being obtained for premises similarly located in similar buildings in the vicinity of the Building, and in particular to any leases recently made by Landlord of comparable premises in the Project to those with whom Landlord is dealing at arm’s length, as agreed between Landlord and Tenant and with the assumption that the use to be made of the Premises is the highest and best use which may legally be made of the Premises irrespective of and without affecting the provisions in this Lease respecting the use to be made of the Premises, or the interpretation thereof. If Landlord and Tenant fail to agree on the fair market rent for such Extension Term at least three (3) months prior to the commencement thereof, the fair market rent for such Extension Term shall be determined by a single arbitrator pursuant to the Arbitrations Act (Ontario). The parties shall share equally all costs of the arbitration.

Tenant may not place or cause to be placed any additional locks, bolts or other security devices upon any doors or windows of the Premises without Landlord’s prior written approval and except in accordance with the conditions imposed by Landlord. Tenant shall only use the Building or Project key system and shall obtain all keys and cards providing access to the Building, the parking facility and the Premises from Landlord. No additional locks shall be installed on the doors to the Premises. On termination of Tenant’s lease. Tenant will surrender to Landlord all keys to the Premises and to other parts of the Building. No one, other than Landlord’s property management staff, will be permitted to have keys to the outside entrance doors of the Building. No changes may be made to existing locks (within the Premises or on the access doors to the Premises) or to the lock mechanisms without Landlord’s approval and coordination. All entrance doors to the Premises must be left locked when the Premises are not in use.

Landlord may require all persons entering and leaving the Building outside Normal Business Hours to identify themselves to the satisfaction of a watchman or security guard and to register and to comply with other security rules on entering and leaving the Building. Landlord may deny access to the Premises outside Normal Business Hours to anyone who is not authorized by Tenant in writing, by pass, or otherwise in a form approved by Landlord, to have access to the Premises or who does not have a key to the Premises, and Landlord need not open the door to the Premises to admit anyone who does not have a key. When security service is in effect, Landlord may designate one or more entrances and exits through which entrance to, deliveries to and exit from the Building must be made. Landlord may prevent removal of goods from the Building by anyone who does not have satisfactory written authorization to do so. Landlord, for access purposes outside of Normal Business Hours, may institute a photo identification or other security system for the Building in which case, identification cards, if required, shall be obtained from Landlord at Tenant’s expense. ▇▇▇▇▇▇ is responsible for all persons who it authorizes to have access to the Building and is liable to landlord for all their acts while in the Building.

Landlord may, from time to time, publish emergency fire regulations and evacuation procedures in consultation with the applicable municipal authorities. Tenant will appoint a Premises warden or, for multi-floor Tenants, wardens who will be responsible for liaison with building management personnel in all emergency matters and for instruction of Tenant’s employees in emergency matters. Tenant will cooperate with Landlord in carrying out practice drills and in the training of Tenant’s employees in emergency procedures.

No inflammable, combustible or explosive fluid, chemical or substance may be brought into or kept upon the Premises except to the extent required for the normal operation and use of Tenant’s office equipment. Nothing may be done or permitted to be done that would be in conflict with the reasonable requirements of any insurance policy that is in force in the Building or any part of it or with any laws or by-laws relating to fires or with the regulations of the Fire Department or the Health Department or with any rules, regulations or ordinances of the City of Toronto or the Municipality of Metropolitan Toronto or of any other duly constituted authority. Nothing may be done in the Premises that would increase the risk of fire or cause an increase in the rate of fire insurance for the Building. The Premises shall be kept in a good state of cleanliness and no accumulation of useless property or rubbish may be permitted in the Premises or anywhere else in the Building.

Tenant may not invite to the Premises, or permit the visit of, persons in such numbers or under such conditions as to interfere with the use or enjoyment of the entrances, lobbies, corridors, elevators or facilities of the Building by other tenants and Tenant will not permit the Premises to become overcrowded.

The entrances, lobbies, hallways, corridors, passages, stairwells, elevators, and other facilities of the Building are for use only for access to and exit from the Premises and other parts of the Building and they are not to be obstructed or misused. No waste paper, dust, garbage, refuse or anything else that would obstruct the entrances, lobbies, hallways, corridors, passages, stairwells, elevators, or other facilities of the Building or tend to make them appear unclean or untidy may be placed there.

The windows and entrance doors, if any, that reflect or admit light or air into the halls, passageways, or other public places in the Building may not be covered or obstructed, except by blinds supplied by Landlord and properly used. No books, packages, files, papers, bottles, flower pots, or any other articles of any kind may be placed upon or hung from any window ▇▇▇▇▇ or on the perimeter heating or ventilating units.

Nothing may be thrown or dropped out of the windows or doors or down the passageways, stairs, or elevator shafts or from the terraces nor may anything be swept into the corridors, elevator lobbies or stairwells of the Building.

No improper, unseemly or disturbing noise may be made in the Building nor may any musical or sound-producing instrument or device be operated or used inside the Premises in a way that may he heard outside the Premises. Tenant will not disturb or interfere with, or permit the disturbance of or interference with, other occupants of the Building or of neighbouring buildings. Tenant will not place or install any radio or television antenna anywhere in the Building nor will they install it in the Premises or elsewhere in the Building any transmitting radio communications equipment without Landlord’s prior written approval nor will it operate any electrical device from which may emanate electrical waves that may interfere with or impair radio or television broadcasting or reception from or in the Building or elsewhere.

Canvassing, soliciting and peddling in the Building are prohibited and Tenants will cooperate to prevent such activities.

The toilets, urinals, water closets, sinks and other water apparatus may not be used for any other purposes other than those for which they were constructed, and no sanitary napkins, sweepings, rubbish, grease, rags, ashes or other substances or materials may be thrown into them. Any damage resulting from misuse shall be borne by Tenants by whom or by whose agents, employees, invitees or licensees the damage was caused. Water may not be run unless it is in actual use.

Tenant may not drive or permit to be driven nails, spikes, hooks or screws into any part of the Building without Landlord’s consent, provided that Tenant, without Landlord’s consent, may affix to the partition walls within the Premises (but not to the outside or core walls within the Premises) appropriate devices for the hanging of pictures and other decorative items.

When the Premises are not in use during the day or evening, all windows and doors, if any, leading or opening directly outdoors and all other doors must be securely closed to avoid possible damage from fire, storms, rain or freezing.

No safe, business machine or other heavy office equipment which exceeds forty pounds per square foot or which may otherwise affect the floor loading capacity of the Building may be brought into or taken out of the Premises or the Building or positioned, constructed, installed or moved anywhere in the Premises or in the Building without Landlord’s prior written consent or other than in accordance with Landlord’s requirements as to the position of the equipment or heavy furniture and as to the distribution of its weight through the use or design of planks, skids, platforms or other means. Safes and other heavy office equipment or furniture may only be moved through the halls and corridors upon steel bearing plates and no such moving may be done within the Building (including the Premises) except by Landlord’s staff without Landlord’s prior written consent. No such moving may take place during Normal Business Hours without Landlord’s prior consent. All damage done to the Building by moving or using any heavy equipment or other office equipment or furniture will be repaired at Tenant’s expense. Hand trucks, carryalls and similar appliances used in the Building must be equipped with rubber tires, sideguards and such other safeguards as Landlord may require.

Landlord may designate which entrance or entrances may be used for deliveries to and from the Building. Landlord may restrict and regulate the use of public areas of the Building for deliveries (including, but not limited to, the right to allocate the freight or other elevator and the reasonable hours of use of the elevator or elevators for delivery service). No freight or bulky matter of any description will be received into the Building or carried in the elevators except during hours approved by Landlord. Landlord may require at least 24 hours’ notice to its management office of Tenant’s desire to use the freight elevator, which in all cases will be subject to availability.

Metal cabinets shall be set on a non-corrosive pad where tile floors are installed. In those parts of the Premises where there is carpeting. Tenant, to the extent necessary, will install at its own expense protective padding under all furniture not equipped with carpet castors to prevent undue wear and tear.

No debris, garbage, trash or refuse may be placed or left in or upon any part of the Building outside of the Premises and Tenant may not permit any undue accumulation of debris, garbage, trash or refuse in or outside the Premises. The Premises must be kept tidy and free from rubbish, and rubbish must be deposited in receptacles which are either designated or clearly intended for waste.

Tenant will permit window cleaners to clean inside and outside curtain wall windows during Normal Business Hours.

Unless otherwise provided in Schedule “D” of this Lease, Tenant may not, without Landlord’s prior written consent, lay floor coverings other than unaffixed rugs. To the extent that any floor covering is approved by Landlord, it or any underpadding that is affixed to the floor may only be affixed with a paste or other water-soluble material.

Tenant is responsible for cleaning carpets, broadloom and other floor coverings that may be installed in its Premises, whether installed by Landlord or Tenant, unless otherwise stated in this Lease.

No cooking or heating of food, beverages or liquids is permitted in the Premises or elsewhere in the Building without Landlord’s prior written consent. Tenant may not cause or permit any cooking odours or other unusual or objectionable odours to emanate from the Premises. Tenant may not, without first obtaining the Landlord’s written approval, install or permit the installation or use of any food, beverage, cigarette, cigar or stamp dispensing machine in the Premises (other than on a non-profit basis for use by the employees of Tenant) or elsewhere in the Building. Deliveries of food or beverages will not be permitted outside Normal Business Hours except to the ground floor lobby area. No food or beverages may be carried through the public hallways or elevators except in closed containers. No consumption of food or drink is permitted in the lobbies or public areas of the Building, except as specifically authorized by Landlord. No smoking shall be permitted in the Building as we are a smoke free & environmentally friendly.

The Premises may not be used for sleeping, lodging or residential purposes or for the storage of personal effects or articles other than those required for business purposes. No space in the Building may be used for manufacturing or for any immoral or illegal purposes. No part of the Premises may be occupied as an office for public stenographer or typist or for the possession, storage, manufacture, or sale of narcotics or drugs, or, except as incidental to Tenant’s main business, as an employment bureau.

No showcases or other articles may be put in front of or affixed to any part of the exterior of the Building, nor placed in the halls, corridors or lobbies of the Building without Landlord’s prior written consent.

No space may be used for the storage of merchandise for sale, or for the sale of merchandise, goods or property, and no auction sales may be made by Tenant without Landlord’s written consent.

Tenants may not use the name of the Building or the name of Landlord in any advertising without Landlord’s prior written consent. Landlord may prohibit any advertising by Tenant if it tends to impair the Building’s reputation or its desirability as an office building and, upon written notice from Landlord. Tenant will refrain from, or discontinue, such advertising.

If any apparatus used or installed by Tenant requires a permit as a condition for its installation, Tenant must file a copy of the permit with Landlord.

Tenant will use its best efforts, without any obligation on its part to promptly notify Landlord of all requests by any Taxing Authority for information relating to the Premises (including Leasehold Improvements, machinery and equipment) or Tenant’s occupation or use thereof and any such information to be given by Tenant to the Taxing Authority will be forwarded by Tenant to Landlord for delivery to the Taxing Authority.

Tenant’s requirements will be attended to only upon written application to the building manager or such other authorized representative as Landlord may from time to time designate in writing. ▇▇▇▇▇▇▇▇’s employees will not perform any work or do anything outside of their regular duties, unless under specific instructions from ▇▇▇▇▇▇▇▇’s management office, from the building manager or from such other authorized representative as designated by Landlord in writing.

No bicycles or parts of bicycles or other vehicles may be brought into or kept in or about the Building unless specifically authorized by Landlord.

No animals or birds of any kind may be brought into or kept in or about the Building.

It is ▇▇▇▇▇▇’s duty to cooperate with Landlord in preventing damage to the Premises.