Lease agreement for space at Suite No. 1203 and No. 1201 Building No. 100, 4464 Markham Street Victoria, BC between University of Victoria Properties Investments, Inc. and the Registrant dated October 30, 2020

The foregoing Basic Terms are approved by the parties. Each reference in this Lease to any of the Basic Terms will be construed to include the above provisions as well as all of the additional terms and conditions of the applicable sections of this Lease where such Basic Terms are more fully described.

All Schedules to this Lease are incorporated into and form an integral part of this Lease and are as follows:

In this Lease, the words, phrases and expressions set out in Schedule B are used with the meanings defined in Schedule B.

The Tenant acknowledges that it has entered into this Lease on the express understanding that the Landlord’s Work (if any) is limited to the work described in Schedule D. The Landlord’s Work and the Tenant’s Work (if any, as described in Schedule E) will be completed in accordance with the procedure set out in Schedule F.

If the Premises or any part of them are not ready for occupancy as determined by the Landlord on a date that will allow the Tenant to complete the Tenant’s Work in accordance with the provisions of this Lease on or before the Commencement Date by reason of the fact that the Premises are not in a condition that will allow the Tenant’s Work to be commenced, the Lease will not be void or voidable and the Tenant will not have any claims for any losses or damages, including any abatement of rent, no matter how the delay has been caused; however, the Fixturing Period and the Commencement Date will be postponed by the length of such delay. Notwithstanding any postponement in the Commencement Date or Fixturing Period, the expiry date of this Lease will remain unchanged.

If the Premises have been previously fixtured and improved by the Landlord or a prior tenant, the Tenant acknowledges that, subject to the Landlord’s Work in Schedule D (if any), it has accepted the Premises on an “as is/where is” basis, and that the cost of any further renovations, improvements, or fixturing required by the Tenant will be payable by the Tenant. The Tenant agrees to submit to the Landlord for approval the drawings and specifications relating to any such further Tenant’s Work as specified in Schedule E to this Lease, and the Tenant further agrees that all further work carried out by the Tenant in the Premises will be pursuant to this Lease, including, without limitation, the provisions of Schedule F. Notwithstanding Landlord consent or agreement to an application or request to applicable governmental authorities to use the Premises for a particular use, or for permits, including development, building, and occupancy for such use, the Landlord makes no representations or warranties, express or implied as to the condition or suitability of the Premises or the Lands for the Tenant’s use or intended use, and as to whether necessary approvals can be obtained for the Tenant’s use or intended use, and the Tenant acknowledges and agrees that the Landlord makes no such representations or warranties.

In consideration of the rents, covenants, and agreements hereinafter reserved and contained on the part of the Tenant to be paid, observed, and performed, the Landlord hereby demises and leases to the Tenant, and the Tenant leases from the Landlord, the Premises.

The Term of this Lease is the period set out in subclause 1.1(e), beginning on the Commencement Date.

The Tenant will pay the Landlord for the Premises, at the office of the Landlord’s building manager, or at such other place as the Landlord may direct in writing, during the Term in lawful money of Canada without any set-off, abatement, compensation, or deduction whatsoever (unless expressly provided herein) on the days and at the times specified in this Lease, Rent that will include the aggregate of the sums specified in subclauses (a) and

(b) below:

Annual Base Rent in the amount per annum set out in subclause 1.1(g) for each respective Lease Year, subject to the adjustment provisions of subclause 4.2(c); and

The Annual Base Rent will be paid in equal consecutive monthly instalments in advance on the first day of each month during the Term. The first monthly instalment of the Annual Base Rent will be paid by the Tenant on the Commencement Date. Where the Commencement Date is the first day of a month such instalment will be in respect of such month; where the

Commencement Date is not the first day of a calendar month, the Annual Base Rent for the period from the Commencement Date to the first day of the next

ensuing calendar month will be pro-rated on a per diem basis and paid on the Commencement Date and the first regular instalment of the Annual Base Rent will be paid on the first day of the first full calendar month of the Term. Thereafter, subsequent monthly instalments will each be paid in advance on the first day of each ensuing calendar month during the Term.

The amount of any or all of the items of Additional Rent under subclause 4.1(b) that the Tenant is to pay may be estimated by the Landlord for such fiscal period or portion of it as the Landlord may determine. The Tenant agrees to pay to the Landlord the amount of such estimate in monthly instalments in advance in amounts and during the period specified by the Landlord on the dates and at the times for payment of the Annual Base Rent provided for in this Lease. The Landlord may make its estimates so that the Tenant’s share of Additional Rent will be payable to the Landlord prior to the time the Landlord is obliged to pay the costs in respect of which the Additional Rent is payable. The Landlord may submit to the Tenant at any time during a period a re-estimate of the amount of Additional Rent payable by the Tenant under subclause 4.1(b) and a revised monthly instalment amount. As soon as reasonably possible after the end of the fiscal period for which such estimated payments have been made, the Landlord will make a final determination of Additional Rent for such fiscal period and will deliver a statement, accompanied by an auditors’ report regarding Operating Costs, to the Tenant of the actual amount required to be paid as Additional Rent under subclause 4.1(b). If necessary, an adjustment will be made between the parties and any money owing by or to one party will be paid or credited within 30 days of such notice.

The Tenant acknowledges that the Annual Base Rent is calculated on the basis of the Rentable Area of the Premises, being as set out in subclause 1.1(d) and at the rate set out in subclause 1.1(g) for each square foot of Rentable Area. The Tenant agrees that the Landlord may adjust the Annual Base Rent and the Additional Rent in the event that the Rentable Area of the Premises is, in accordance with Section 17.4, determined to be different from the Rentable Area stated above.

The Tenant shall pay to the Landlord by way of electronic funds transfer amounts equal to the monthly payments for Annual Basic Rent and estimated Additional Rent, such payments to be made on the dates that they accrue due under this Lease.

All Rent reserved in this Lease will be deemed to accrue from day to day, and if for any reason it becomes necessary to calculate Rent for irregular periods of less than one year an appropriate pro-rata adjustment will be made on a daily basis in order to compute Rent for such irregular period.

Except as expressly stated herein, the Tenant hereby waives and renounces any and all existing and future claims, set-offs, and compensation against any Rent and agrees to pay such Rent regardless of any claim, set-off, or compensation that may be asserted by the Tenant or on its behalf.

All payments by the Tenant to the Landlord under this Lease will be applied toward such amounts then outstanding under this Lease as the Landlord determines.

The Tenant acknowledges and agrees that it is intended that this Lease will be a completely net lease for the Landlord except as otherwise provided in the specific provisions in this Lease, and that the Landlord will not be responsible during the Term for any costs, charges, expenses, and outlays of any nature arising from or relating to the Premises, and the Tenant, except as otherwise provided in the specific provisions in this Lease, will pay all charges, impositions, and costs of every nature and kind relating to the Premises whether or not referred to in this Lease provided they were in the contemplation of the Landlord or the Tenant, when the parties entered into the Lease.

The Tenant covenants with the Landlord as follows:

Without duplication, to pay the Rent on the days and in the manner provided in this Lease and to pay all other amounts, charges, costs, and expenses as are required to be paid by the Tenant to the Landlord under this Lease.

To take possession of and occupy the Premises and commence to carry on business in all or substantially all of the Premises within a reasonable time after the Commencement

Date, to use the Premises only for the purpose specified in subclause 1.1(h) (or such other purpose as approved by the Landlord, which approval the Landlord shall not unreasonably withhold), and not to use or permit to be used the Premises or any part of them for any other purpose, without the prior written approval of the Landlord.

Not to commit or permit any waste or injury to the Park or the Premises including the Leasehold Improvements and the trade fixtures in them; any overloading of the floors; any conduct that impedes or, in the opinion of the Landlord acting reasonably, could impede the business of any other occupant of the Park or that constitutes or, in the opinion of the Landlord acting reasonably, could constitute a nuisance to the Landlord, any other occupant of the Park, or anyone else; or any other use or manner of use that annoys or interferes with the operations of any other occupant of the Park or, in the opinion of the Landlord acting reasonably, may have an adverse impact on the reputation of the Park.

Not to do, omit to do, or permit to be done or omitted to be done upon the Premises anything that would cause the Landlord’s cost of insurance to be increased (and, without waiving the foregoing prohibition, the Landlord may demand, and the Tenant will pay to the Landlord upon demand, the amount of any such increase of cost caused by anything so done or omitted to be done) or that will cause any policy of insurance to be subject to cancellation.

To cause when reasonably necessary from time to time the floors of the Premises to be swept and cleaned, the windows on the interior of the Premises to be cleaned, the desks, tables, and other furniture of the Tenant in the Premises to be dusted, and such other janitorial services as are reasonably necessary, such work to be done by the Tenant at its cost and expense. The Tenant shall not permit the Premises to become untidy, unsightly, or hazardous, or permit unreasonable quantities of waste or refuse to accumulate in them.

To comply at its own expense with all municipal, provincial, and federal sanitary, fire, environmental, and safety laws, bylaws, regulations, and requirements pertaining to the operation and use of the Premises, the condition of the Leasehold Improvements, trade fixtures, furniture, and equipment installed in them, and the making by the Tenant of any repairs, changes or improvements in them.

To permit the Landlord during the Term, as a cost chargeable as an Operating Cost, to install any equipment in or make alterations to the Premises necessary to comply with the requirements of any statute, law, bylaw, ordinance, order, or regulation referred to in clause 5.7 and imposed after the Commencement Date, and to permit ingress and egress to and from the Premises by the Landlord or by other tenants of the Landlord or by their respective employees, servants, workers, and invitees, by use of fire exit doors in case of fire or emergency.

To observe, and to cause its employees, invitees, and others over whom the Tenant can reasonably be expected to exercise control to observe the rules, regulations, and policies set out in the Tenant’s Manual attached as Schedule C, and such further and other reasonable rules and regulations and amendments and changes to them as may hereafter be made by the Landlord, of which notice in writing will be given to the Tenant (collectively, the “Tenants’ Manual”), and all such rules and regulations will be deemed to be incorporated into and form part of this Lease. The Tenant acknowledges and agrees that the rules, regulations, and policies set out in the Tenants’ Manual are necessarily of uniform application, but may be waived in whole or in part in respect of other tenants without affecting their enforceability with respect to the Tenant and the Premises, and may be waived in whole or in part with respect to the Premises without waiving them as to future application to the Premises, and the imposition of the rules, regulations, and policies set out in the Tenants’ Manual will not create or imply an obligation of the Landlord to enforce them or create any liability of the Landlord for their non- enforcement. Notwithstanding anything contained herein to the contrary, such changes or additions to such rules, regulations and policies in the Tenant’s Manual shall not: (i) discriminate against the Tenant; (ii) materially or unreasonably interfere with or restrict the Tenant's conduct of its business or the Tenant's use or enjoyment of the Premises; or

(iii) derogate materially from any of the Tenant's rights under this Lease.

That if the Tenant continues to occupy the Premises after the expiration of this Lease without any further written agreement and without objection by the Landlord, the Tenant will be a monthly tenant at a monthly base rent equal to [redacted] of the monthly instalment of Annual Base Rent payable by the Tenant as provided in Article 4 during the last month of the Term and (except as to length of tenancy) subject to the provisions and conditions of this Lease.

Not to paint, display, inscribe, place, or affix any sign, symbol, notice, fixture, display or lettering of any kind anywhere outside the Premises (whether on the outside or inside of the Building) or within the Premises so as to be visible from the outside of the Premises

without the Landlord’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

For clarity, the Tenant may be permitted, at its sole cost, and subject to obtaining the Landlord’s prior written approval as to design, size and location (which approval the Landlord shall not unreasonably withhold, condition or delay), to install interior signage on a wall adjacent to or near the entrance of the Tenant’s Premises containing the Tenant’s business name and logo. For exterior wayfinding signage (within the existing signage program) directing invitees of the Tenant to its Premises, a proof and estimate to create and install the signage will be provided to the Tenant for review and approval, and all costs associated with creating and installing the wayfinding signage will be for the Tenant’s account. The Landlord reserves the right to install such signage as an Additional Service. In the event the Tenant changes its name, all costs associated with updating signage will be for the Tenant’s account.

Subject to Section 6.9, to permit the Landlord to have its authorized agents, employees, and contractors enter the Premises for the purpose of inspection, window cleaning, maintenance, providing janitorial service, or making repairs, alterations, or improvements to the Premises, the Building or the Park, or to have access to utilities and services or to determine the electric light and power consumption by the Tenant in the Premises, and the Tenant will provide access for the purpose, and will not be entitled to compensation for any inconvenience, nuisance, or discomfort caused thereby, provided, however, that if the exercise of the Landlord’s rights herein has a substantial material effect, for a period of three business days or longer, on the ability of the Tenant to use and enjoy the Premises, Rent shall abate for the duration of such exercise by the Landlord of the rights herein. The Landlord in exercising its rights under this clause 5.12 will proceed to the extent reasonably possible so as to minimize interference with the Tenant’s use and enjoyment of the Premises.

Subject to Section 6.9, upon not less than [redacted]prior notice by the Landlord, to permit the Landlord and its authorized agents and employees to show the Premises to prospective tenants during the Normal Business Hours of the last [redacted] of the Term.

The Landlord covenants with the Tenant as follows:

Provided the Tenant pays the Rent and performs its other covenants in this Lease, the Tenant will and may peaceably possess and enjoy the Premises for the Term hereby granted, without any interruption or disturbance from the Landlord or its assigns, or any other person or persons lawfully claiming by, from, through, or under the Landlord.

To provide to the Premises during Normal Business Hours, and as an Additional Service outside of Normal Business Hours, by means of a system for heating, cooling, filtering, and circulating air and processed air in such quantities, at such temperatures as will maintain in the Premises conditions of reasonable temperature and comfort in accordance with good standards of interior climate control generally pertaining at the date of this Lease applicable to similar buildings based on normal occupancy of premises for office purposes. The Tenant acknowledges that the comfort of the Tenant will be reduced if the Premises include installed partitions or other installations in locations that interfere with the proper operation of the said system or if window coverings on exterior windows are not fully closed while such windows are exposed to direct sunlight. The Tenant agrees that the Landlord will have no responsibility to provide for the removal of smoke, dust, or odours originating from within the Premises, except to the extent caused by the activities of the Landlord and those for whom the Landlord is in law responsible.

Subject to the supervision of the Landlord, to furnish for use by the Tenant and its employees and invitees in common with others so entitled passenger elevator service to the Premises, and to furnish for the use of the Tenant in common with others so entitled at reasonable intervals and at such hours as the Landlord may select, and as an Additional Service outside of such hours, elevator service to the Premises for the carriage of furniture, equipment, deliveries, and supplies, provided however that if the elevators become inoperative or damaged or destroyed the Landlord will have a reasonable time within which to repair such damage or replace such elevator and the Landlord will repair or replace it as soon as reasonably possible, but in no event will be liable for indirect or consequential damages or other damages for personal discomfort or illness during such period of repair or replacement.

To permit the Tenant and its employees and invitees, in common with others so entitled, to have the use during Normal Business Hours of the roads, sidewalks and other common areas of the Park and the common entrances, lobbies, stairways, and corridors of the Building giving access to the Premises (subject to the Tenants’ Manual in

Schedule C and such other reasonable limitations as the Landlord may from time to time impose).

To permit the Tenant and its employees and invitees in common with others so entitled to use the washrooms in the Building on the floor and floors on which the Premises are situate.

To cause the elevators, if any, common entrances, lobbies, stairways, corridors, washrooms, and other parts of the Building from time to time provided for common use and enjoyment to be swept, cleaned, or otherwise properly maintained as would a prudent owner of a similar class building.

The Landlord will maintain a directory in the main entrance lobby of the Building and will list on the directory the name of the Tenant and the suite number(s) of the Premises. In addition, the Landlord will, at its cost, install building standard identification signage and at or near the entrance of the Premises containing only the name of the Tenant.

Notwithstanding anything contained in this Lease to the contrary, the Landlord or its agents, workers or other persons authorized by the Landlord shall not enter upon the Premises unless:

The Landlord represents and warrants to the Tenant that the Foundation for the University of Victoria, as registered owner of the Lands, holds the entirety of its interest in and to the Lands as agent and bare trustee for and on behalf of the Vancouver Island Technology Park Trust.

It is agreed between the Landlord and the Tenant that in the event of damage to the Premises or to the Building:

7.2) will repair such damage with all reasonable diligence, but to the extent that any part of the Premises is not reasonably capable of such use and occupancy by reason of damage that the Tenant is obligated to repair under this Lease, any abatement of Rent to which the Tenant is otherwise entitled under this Lease will not extend later than the time by which, in the reasonable opinion of the Landlord, repairs by the Tenant ought to have been completed with reasonable diligence; and

written notice to the Tenant or the Landlord, as the case may be, given within 60 days after the occurrence of such damage or destruction, terminate this Lease, in which event neither the Landlord nor the Tenant will be bound to repair as provided in clauses 7.1 and 7.2, and the Tenant will instead deliver up possession of the Premises to the Landlord with reasonable expedition but in any event within 60 days after delivery of such notice of termination, and Rent will be apportioned and paid to the date upon which possession is so delivered up (but subject to any abatement to which the Tenant may be entitled under subclause 7.3(a) by reason of the Premises having been rendered in whole or in part not reasonably capable of use and occupancy), but otherwise the Landlord or the Tenant as the case may be (according to the nature of the damage and their respective obligations to repair as provided in clauses 7.1 and 7.2) will repair such damage with reasonable diligence.

The Tenant acknowledges to the Landlord that the operation of systems and the availability of facilities may be interrupted from time to time in cases of accident and emergency, in order to carry out maintenance, repairs, alterations, replacements, and upgrading, or for any other reasonable reason required by the Landlord. During periods of such interruption, any obligation of the Landlord to provide access to such systems and facilities or common areas of the Park or the Building will be suspended and clause 14.1 will apply. Notwithstanding anything herein to the contrary where the foregoing rights of the Landlord are likely to interfere with the Tenant's quiet enjoyment of the Premises, they shall only be exercised after reasonable notice in writing to the Tenant (except in the case of an emergency), with the minimum of inconvenience to the Tenant's quiet enjoyment of the Premises and the Tenant's use of the common areas, and so as not to materially reduce convenient access to the Premises.

The Landlord covenants with the Tenant, subject to clause 8.2, to pay to the taxing authority or authorities having jurisdiction, all Taxes.

The Tenant covenants with the Landlord:

portion of any tax, rate, duty, or charge levied or assessed upon the Park that is attributable to any equipment, machinery, or fixtures on the Premises that are not the property of the Landlord or that may be removed by the Tenant;

The Tenant will pay to the Landlord goods and services tax in accordance with the applicable legislation at the same time as the amounts to which such goods and services tax apply are payable to the Landlord under the terms of this Lease or upon demand at such other time or times as the Landlord from time to time determines. The Landlord will provide the Tenant with its goods and services tax registration number. Notwithstanding any other section of this Lease, the amount payable by the Tenant under this clause will be deemed not to be Rent, but the Landlord will have the same remedies for and rights of recovery of such amount as it has for recovery of Rent under this Lease.

After the commencement of the Term of this Lease and prior to the commencement of each fiscal period determined by the Landlord thereafter that commences during the Term, the Landlord, acting reasonably, may estimate the Tax Cost, or any instalment on account of the Tax Cost, to become due on any date during the ensuing fiscal period or (if applicable) portion of it, as the case may be, and the amount of it that will be payable by the Tenant, and notify the Tenant in writing of such estimate. If the Tenant has overpaid such Tax Cost, the Landlord will refund any excess paid, but if any balance remains unpaid, the Landlord will fix monthly instalments for the then remaining balance of such fiscal period or portion of it such that, after giving credit for instalments paid by the Tenant under this clause 8.4 in respect of such calendar year, the entire Tenant’s Share of Tax Cost will be fully payable prior to the time the Landlord is obliged to pay the Taxes in respect of which the Tenant’s Share of Tax Cost is payable. If for any reason the Tax Cost is not finally determined within such fiscal period or portion of it, the parties will make the appropriate readjustment when such Tax Cost becomes finally determined. The Landlord and the Tenant acknowledge that Taxes in respect of the Park may be payable during the course of a year as prepayment for the Taxes accruing due in respect of such year, and if the Term ends during a year, then the appropriate adjustment will be made under clause 4.3. Any report of the Landlord’s auditor as to the Tax Cost will be conclusive as to the amount for any period to which such report relates.

The Landlord may postpone payment of any Taxes payable by it under clause 8.1 to the extent permitted by law if prosecuting in good faith any appeal against the assessment of the Park for Taxes or the imposition of Taxes.

Whenever requested by the Landlord, the Tenant will deliver to it receipts for payment of all taxes, rates, duties, levies, and assessments payable by the Tenant under subclauses 8.2(a) and (b) and furnish such other related information as the Landlord may reasonably require.

During the Term of the Lease the Tenant will pay to the Landlord in the manner specified in clauses 4.1 and 4.2 (without duplication) the Tenant’s Share of Operating Cost. Any report of the Landlord’s auditor as to Operating Cost will be conclusive, in the absence of manifest error, as to the amount for any period to which such report relates.

Notwithstanding any of the foregoing, whenever in the Landlord’s reasonable opinion any Operating Cost or item of Operating Cost properly relates to a particular tenant or tenants within the Park, the Landlord may allocate such Operating Cost or item of Operating Cost to such tenant or tenants Any amount allocated by the Landlord to the Tenant under this clause will be payable by the Tenant promptly upon demand. Any Operating Cost or item of Operating Cost allocated to a tenant or tenants in the Park will be credited in computing Operating Cost to the extent that it would otherwise have been included.

The Landlord shall keep all records relating to any expenditure included within the definition of Additional Rent (including, without limitation, Operating Cost or Tax Costs) for a period of [redacted]following the end of the fiscal period in which said expenditure was incurred.

The Landlord will furnish ducts for bringing telephone and other telecommunication services to the floor upon which the Premises are located and will provide water to washrooms available for the Tenant’s use in common with others so entitled.

If the Tenant requires any janitorial or cleaning services to the Premises additional to those required performed by the Tenant pursuant to clause 5.6, or wishes to move furniture or equipment or make repairs or alterations within the Premises, or requires other service in the Premises, then the Landlord may at its option, by way of Additional Services, provide or have its designated agents or contractors provide such service. The Cost of Additional Services provided will be paid to the Landlord by the Tenant from time to time promptly upon receipt of invoices for them from the Landlord. The Cost of Additional Services charged directly to the Tenant and other tenants will be credited in computing Operating Cost to the extent that it would otherwise have been included.

Upon request by the Tenant, the Landlord may agree from time to time to supply additional heating, ventilating, and air-conditioning, electricity, or other services to the Premises above those normally provided to tenants of the Building or outside Normal Business Hours. The Tenant will pay to the Landlord in the manner in which Operating Cost is paid any additional costs of the Landlord that may arise in respect of the use by the Tenant of the Premises for business hours that do not coincide with Normal Business Hours for the Building generally or that may arise in respect of additional heating, ventilating, and air-conditioning, electricity, and other services that are arranged to be provided to the Tenant over and above those normally provided to tenants of the Building or outside of Normal Business Hours, together with the Landlord’s reasonable administrative costs in respect of managing, administering, and billing for such services. The Landlord reserves the right to install at the Tenant’s expense meters to check the Tenant’s consumption of electricity, water, or other utilities.

The Tenant covenants with the Landlord:

The Landlord will not be liable to the Tenant in any way for any loss, costs, damages, or expenses, whether direct or consequential, paid, permitted, or incurred by the Tenant as a result of any reduction in the services provided by the Landlord to the Tenant or to the Building or the Park as a result of the Landlord’s compliance with such laws, bylaws, regulations, or orders.

The Tenant will not permit any part of the Premises to be used or occupied by any persons other than the Tenant, any subtenants permitted under clause 10.2, and the employees of the Tenant, or permit any part of the Premises to be used or occupied by any licensee, franchisee, or concessionaire, or permit any persons to be upon the Premises other than the Tenant, such permitted subtenants, and their respective employees, customers, and others having lawful business with them.

The Tenant will not assign this Lease or sublet the whole or any part of the Premises, unless

Any request for such consent will be in writing and accompanied by a true copy of such offer, and the Tenant will furnish to the Landlord all information available to the Tenant and requested by the Landlord as to the responsibility, reputation, financial standing, and business of the proposed assignee or subtenant. Within [redacted]after the receipt by the Landlord of such request for consent and of all information the Landlord has requested under this clause 10.2 (and if no such information has been requested, within [redacted]after receipt of such request for consent) the Landlord will have the right upon written notice to the Tenant to:

square foot of Rentable Area of such portion as the Tenant is required to pay to the Landlord under this Lease for such portion or, if the proposed sublease is for all or substantially all of the remainder of the Term, terminate this Lease as it pertains to the portion of the Premises so proposed by the Tenant to be sublet; or

If the Landlord terminates this Lease with respect to all or a portion of the Premises, such termination will be effective on the date stipulated in the notice of termination, which will not be less than 60 days or more than 90 days following the giving of such notice, and the Tenant will surrender the whole or part, as the case may be, of the Premises in accordance with such notice, and Rent will be apportioned and paid to the date of surrender and, if a part only of the Premises is surrendered, Rent payable under clause

4.1 will thereafter abate proportionately. If the Landlord consents to any proposed assignment or subletting, the Tenant will assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord as specified and not otherwise. As a condition of the Landlord’s consent, the assignee or subtenant, as the case may be, will agree (and will be deemed to have agreed) with the Landlord to observe the obligations of the Tenant under this Lease as they relate to the space assigned or sublet (except, in the case of a sublease, the Tenant’s covenant to pay Rent) by entering into an assumption agreement with the Landlord and the Tenant, in the Landlord’s then standard form, and will pay the Landlord’s then current processing charge and reasonable solicitor’s fees and disbursements for preparing such agreement. The Tenant further agrees that if the Landlord consents to any such assignment or subletting, the Tenant will be responsible for and will hold the Landlord harmless from any and all capital costs for Leasehold Improvements and all other expenses, costs, and charges with respect to or arising out of any such assignment or subletting. Notwithstanding any such consent being given by the Landlord and such assignment or subletting being effected, the Tenant will remain bound to the Landlord for the fulfilment of all the terms, covenants, conditions, and agreements in this Lease. Any consent by the Landlord to any assignment or subletting will not constitute a waiver of the requirement for consent by the Landlord to any subsequent assignment or subletting by either the Tenant or any assignee or subtenant.

If the Tenant complies with clauses 10.1 and 10.2 and the Landlord does not exercise an option provided to the Landlord under clause 10.2, then the Landlord’s consent to a proposed assignment or sublet will not be unreasonably withheld. Without limiting the other instances in which it may be reasonable for the Landlord to withhold its consent to

an assignment or subletting, it will be reasonable for the Landlord to withhold its consent in the following instances:

office personnel, lessen the value of the Leasehold Improvements in the Premises, would require increased services by the Landlord, including increased load on elevator services, or would alter the reputation or character of the Building or the Park;

The Tenant acknowledges that the Landlord will not be liable to the Tenant in damages where, in giving good faith consideration to any request of the Tenant under this clause 10.3, it withholds its consent to a proposed assignment or sublease.

If the Landlord consents in writing to an assignment or sublease as contemplated in this Article 10, the Tenant may complete such assignment or sublease, provided that no assignment or sublease will be valid and no assignee or subtenant will take possession of the Premises or any part of them until an executed duplicate original of such assignment or sublease has been delivered to the Landlord.

without the prior written consent of the Landlord, the Landlord may, at its option, cancel this Lease upon giving [redacted]notice to the Tenant of its intention to cancel, and this Lease and the Term will thereupon be cancelled.

For greater certainty, the foregoing provisions of Section 10.5(a) shall not apply, and the Landlord’s consent to a change of control or beneficial ownership of the Tenant will be required, if:

The Tenant will not make, erect, install, or alter any Leasehold Improvements or trade fixtures in the Premises, any safe or special lock in the Premises, or any apparatus for illumination, air-conditioning, cooling, heating, refrigerating, or ventilating the Premises, in any case without having requested and obtained the Landlord’s prior written

approval, which the Landlord will not unreasonably withhold. In making, erecting, installing, or altering any Leasehold Improvements or trade fixtures, the Tenant: (a) will comply with the procedures set out in Schedule F; (b) will comply with any other tenant construction guidelines established by the Landlord from time to time in respect of the Park; (c) will obtain all required building and occupancy permits; (d) will not alter or interfere with any installations that have been made by the Landlord without the prior written approval of the Landlord; and (e) in no event will alter or interfere with window coverings installed

by the Landlord on exterior windows. The Tenant’s request for any approval under this clause 11.1 will be in writing and accompanied by a reasonably detailed description of the contemplated work and, where appropriate, plans, working drawings, and specifications of the work. Any out-of-pocket expense incurred by the Landlord in connection with any such approval will be deemed incurred by way of Additional Services. All work to be performed in the Premises will be performed by competent contractors and subcontractors of whom the Landlord will have approved (such approval not to be unreasonably withheld, but provided that the Landlord may require that the Landlord’s contractors and subcontractors be engaged for any mechanical or electrical work) and by workers whose labour union affiliations are compatible with those of workers employed by the Landlord and its contractors and subcontractors. All such work will be subject to inspection by and the reasonable supervision of the Landlord as an Additional Service and will be performed in accordance with any reasonable conditions or regulations imposed by the Landlord and completed in good and workmanlike manner in accordance with the description of the work approved by the Landlord.

In connection with the making, erection, installation, or alteration of Leasehold Improvements and trade fixtures, and all other work or installations made by or for the Tenant in the Premises, the Tenant will comply with all of the provisions of the Builders Lien Act, S.B.C. 1997, c. 45, as such legislation may be amended or substituted from time to time (including any provision requiring or enabling the retention of portions of any sums payable by way of holdbacks), will permit the Landlord to take all steps to enable the Landlord to obtain the benefit of the provisions of the Builders Lien Act, and, except as to any lawful holdback, will promptly pay all accounts relating to those provisions. If and when any builders’ or other lien for work, labour, services, or materials supplied to or for the Tenant or for the cost of which the Tenant may be in any way liable or claims for such a lien arise or are filed, the Tenant will within 20 days after receipt of notice of it procure the discharge of it, including any certificate of action registered in respect of any lien, by payment or giving security or in such other manner as may be required or permitted by law, and failing which the Landlord may in addition to all other remedies under this Lease avail itself of its remedy under clause 15.1 and may make any payments required to procure the discharge of any such liens or encumbrances, and will be entitled to be reimbursed by the Tenant as provided in clause 15.1, and its right to reimbursement will not be affected or impaired if the Tenant then or subsequently establishes or claims that any lien or encumbrance so discharged was without merit or excessive or subject to any abatement, set-off, or defence. This clause will not prevent

the Tenant granting a security interest in its furniture or equipment that are not in the nature of fixtures.

All Leasehold Improvements in or upon the Premises will immediately upon affixation be and become the Landlord’s property without compensation to the Tenant. Except to the extent otherwise expressly agreed by the Landlord in writing, no Leasehold Improvements, trade fixtures, furniture, or equipment will be removed by the Tenant

from the Premises either during or at the expiration or sooner termination of the Term, except that:

The Tenant will, in the case of every removal either during or at the end of the Term, immediately make good any damage caused to the Premises by the installation and removal.

The Landlord reserves the right from time to time to:

and in exercising any such rights, the Landlord will take reasonable steps to minimize any interference caused to the Tenant’s access to and from, and operations in, the Premises, but by exercising any such rights, the Landlord will not be deemed to have constructively evicted the Tenant or otherwise to be in breach of this Lease, nor will the Tenant be entitled to any abatement of rent or other compensation from the Landlord.

Intentionally deleted.

The Landlord will be deemed to have insured (for which purpose it will be a co-insurer, if and to the extent that it will not have insured) the Building and all improvements and

installations made by the Landlord in the Premises, except to the extent hereinafter specified, in respect of perils and to amounts and on terms and conditions that from time to time are insurable at a reasonable premium and that are normally insured by reasonably prudent owners of properties similar to the Building, as from time to time determined at reasonable intervals (but that need not be determined more often than annually) by insurance advisors selected by the Landlord, whose written opinion will be conclusive. Upon the request of the Tenant from time to time the Landlord will furnish a statement as to the perils in respect of which and the amounts to which it has insured the Building. The Landlord may maintain such other insurance in such amounts and upon such terms as would normally be carried by a prudent owner.

The Tenant will take out and keep in force during the Term:

[redacted]per occurrence, which insurance will include the Landlord as an additional insured and will protect the Landlord in respect of claims by the Tenant as if the Landlord were separately insured; and

All insurance required to be maintained by the Tenant under this Lease will be on terms and with insurers to which the Landlord has no reasonable objection and will provide that such insurers will provide to the Landlord 30 days’ prior written notice of cancellation or material alteration of such terms. The Tenant will furnish to the Landlord certificates or other evidence acceptable to the Landlord as to the insurance from time to time required to be effected by the Tenant and its renewal or continuation in force, either by means of a certified copy of the policy or policies of insurance with all amendments and endorsements or a certificate from the Tenant’s insurer that, in the case of comprehensive general liability insurance, will provide such information as the Landlord

reasonably requires.. If the Tenant fails to take out, renew, and keep in force such insurance the Landlord may do so as the agent of the Tenant and the Tenant will repay to the Landlord any amounts paid by the Landlord as premiums promptly upon demand.

The Tenant agrees that:

The Landlord releases the Tenant from all claims or liabilities:

in respect of any damage that is Insured Damage, to the extent of the cost of repairing such damage, but not from injury, loss or damage that is consequential to it or that arises from it where the Tenant is negligent or otherwise at fault; and

Except as provided in clause 12.4, the Tenant agrees to indemnify and save harmless the Landlord in respect of all claims for bodily injury or death, property damage, or other loss or damage arising from the conduct of any work by or any act or omission of the Tenant or any assignee, subtenant, agent, employee, contractor, invitee, or licensee of the Tenant, and in respect of all costs, expenses, and liabilities incurred by the Landlord in connection with or arising out of all such claims, including the expenses of any action or proceeding pertaining to them, and in respect of any loss, costs, expense, or damage suffered or incurred by the Landlord arising from any breach by the Tenant of any of its covenants and obligations under this Lease. This indemnity will survive the expiry or termination of this Lease.

The Tenant agrees with the Landlord that:

The rights of the Landlord under this Lease may be mortgaged, charged, transferred, or assigned to a purchaser or purchasers, or to a mortgagee or trustee for bond holders, and in the event of a sale or of default by the Landlord under any mortgage, trust deed, or trust indenture and the purchaser, mortgagee, or trustee, as the case may be, duly entering into possession of the Building or the Premises, the Tenant agrees to attorn to and become the tenant of such purchaser or purchasers, mortgagee, or trustee under the terms of this Lease.

If required by any mortgagee or the holder of any trust deed or trust indenture, this Lease and all rights of the Tenant under this Lease will be subject and subordinate to all mortgages, trust deeds, or trust indentures now or hereafter existing that may now or hereafter affect the Park and to all renewals, modifications, consolidations, replacements, and extensions of them. The Tenant, whenever required by any mortgagee (including any trustee under a trust deed or trust indenture), will attorn to such mortgagee as the tenant upon all of the terms of this Lease, provided the mortgagee enters in a non-disturbance agreement, acknowledging and protecting the rights of the Tenant, on a form acceptable to the Tenant, acting reasonably. The Tenant agrees to execute and deliver promptly whenever requested by the Landlord or by such mortgagee an instrument of subordination or attornment, as the case may be, as may be required of it, in exchange for such non-disturbance agreement.

The Tenant agrees that the Landlord will not be obliged to deliver this Lease in form registrable under the Land Title Act, R.S.B.C. 1996, c. 250 and covenants and agrees with the Landlord not to register this Lease.

The Tenant agrees with the Landlord that the Tenant will promptly whenever requested by the Landlord from time to time execute and deliver to the Landlord and, if required by the Landlord, to any mortgagee (including any trustee under a trust deed or trust indenture) or prospective purchaser (as designated by the Landlord) a certificate in writing as to the status of this Lease at that time, including as to whether it is in full force and effect, is modified or unmodified, confirming the Rent payable under this Lease and the state of the accounts between the Landlord and Tenant, the existence or non- existence of defaults, and any other customary matters pertaining to this Lease as to which the Landlord reasonably requests a certificate.

In the event of the sale by the Landlord of the Park or the Building or a portion of it containing the Premises or the assignment by the Landlord of this Lease or any interest of the Landlord under this Lease, and to the extent that such purchaser or assignee has

assumed the covenants and obligations of the Landlord under this Lease, the Landlord will, without further written agreement, be freed and relieved of liability upon such covenants and obligations.

Except as otherwise expressly provided in this Lease, if and whenever and to the extent that either the Landlord or the Tenant is prevented, delayed, or restricted in the fulfilment of any obligations under this Lease in respect of the supply or provision of any service or utility, the making of any repair, the doing of any work or any other thing (other than the payment of Rent) by reason of civil commotion, war-like operation, invasion, rebellion, hostilities, sabotage, strike, or work stoppage, or being unable to obtain any material, service, utility, or labour required to fulfil such obligation or by reason of any statute, law, or regulation of or inability to obtain any permission from any governmental authority having lawful jurisdiction preventing, delaying, or restricting such fulfilment, or by reason of other unavoidable occurrence other than lack of funds, the time for fulfilment of such obligation will be extended during the period in which such circumstance operates to prevent, delay, or restrict the fulfilment of it, and the other party to this Lease will not be entitled to compensation for any inconvenience, nuisance, or discomfort thereby occasioned, nor will Rent abate; but nevertheless the Landlord will use reasonable efforts to maintain services essential to the use and enjoyment of the Premises.

The acceptance of any Rent from or the performance of any obligation under this Lease by a person other than the Tenant will not be construed as an admission by the Landlord of any right, title, or interest of such person as a subtenant, assignee, transferee, or otherwise in the place and stead of the Tenant.

The acceptance by the Landlord of a part payment of any sums required to be paid under this Lease will not constitute waiver or release of the right of the Landlord to payment in full of such sums.

In addition to all the rights and remedies of the Landlord available to it in the event of any default under this Lease by the Tenant, either by any other provision of this Lease or by statute or the general law, the Landlord:

The Landlord may from time to time resort to any or all of the rights and remedies available to it in the event of any default under this Lease by the Tenant, either by any provision of this Lease or by statute or the general law, all of which rights and remedies are intended to be cumulative and not alternative, as the express provisions under this Lease as to certain rights and remedies are not to be interpreted as excluding any other or additional rights and remedies available to the Landlord by statute or the general law.

It is expressly agreed that:

then and in every such case it will be lawful for the Landlord thereafter to enter into and upon the Premises or any part of them in the name of the whole and the same to have again, repossess, and enjoy as of its former estate, anything in this Lease to the contrary notwithstanding. The Landlord may use such force as it may deem necessary for the purpose of gaining admittance to and re-taking possession of the Premises, and the Tenant hereby releases the Landlord from all actions, proceedings, claims, and demands

whatsoever for and in respect of any such forceable entry or any loss or damage in connection with it.

If and whenever the Landlord becomes entitled to re-enter upon the Premises under any provision of this Lease, the Landlord, in addition to all other rights and remedies, will have the right to terminate this Lease by giving to the Tenant or by leaving upon the Premises notice in writing of such termination. Thereupon, this Lease and the Term will terminate,

and the Tenant will immediately deliver up possession of the Premises to the Landlord in accordance with clause 15.8.

If the Landlord re-enters the Premises or if this Lease is terminated by reason of any event set out in clause 15.3, then without prejudice to the Landlord’s other rights and remedies:

The Tenant waives the benefit of any present or future statute taking away or limiting the Landlord’s right of distress and covenants and agrees that, notwithstanding any such statute, none of the goods and chattels of the Tenant on the Premises at any time during the Term will be exempt from levy by distress for rent in arrears (except for all data, computer hard drives and paper files located on the Premises, which will be

exempt from levy by distress). The Tenant will not sell, dispose of, or remove any of the fixtures, goods, or chattels of the Tenant from or out of the Premises during the Term without the consent of the Landlord, unless the Tenant is substituting new fixtures, goods, or chattels of equal value or is bona fide disposing of individual items that have become excess for the Tenant’s purposes. The Tenant agrees that it will not, without the Landlord’s consent, resiliate or disclaim or attempt to resiliate or disclaim or seek any order to permit it to resiliate or disclaim this Lease in any bankruptcy, insolvency, reorganization, or other proceeding or court application, and, if required by the Landlord, waives in favour of the Landlord the benefit of s. 65.2 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 as amended, and any provision of similar import.

Whenever the Landlord becomes entitled to re-enter upon the Premises under any provision of this Lease, the Landlord, in addition to its other rights, will have the right as agent of the Tenant to enter the Premises and re-let them (for a term or terms shorter or longer than the balance of the Term, granting reasonable concessions in connection therewith), and to receive the rent for them, and as the agent of the Tenant to take possession of any furniture or other property on them, and to sell it at public or private sale without notice, and to apply the proceeds and any rent derived from re-letting the Premises upon account of the Rent due and to become due under this Lease, and the Tenant will be liable to the Landlord for the deficiency, if any.

Immediately upon the termination of this Lease, whether by effluxion of time or otherwise, the Tenant will vacate and deliver up possession of the Premises in a neat and tidy state and in good and substantial repair in accordance with the Tenant’s obligation under this Lease to repair the Premises, but subject to the Tenant’s rights and obligations in respect of removal in accordance with clause 11.3. At the same time the Tenant will surrender to the Landlord, at the place then fixed for the payment of Rent, all keys and other devices that provide access to the Premises, the Building, or any part of them and will inform the Landlord of all combinations to locks, safes, and vaults, if any, in the Premises.

The Tenant covenants and agrees as follows:

under Environmental Laws or by the Landlord, including, without limitation, a certificate of compliance evidencing completion of the remediation satisfactory to the Ministry and the Landlord. All such Contaminants will remain the property of the Tenant, notwithstanding any rule of law or other provision of this Lease to the contrary, and notwithstanding the degree of their affixation to the Premises; and

The obligations of the Tenant under this clause will survive the expiry or earlier termination of this lease.

Any notice required or contemplated by any provision of this Lease will be given in writing, and if to the Landlord, either delivered to an executive officer of the Landlord or delivered or mailed (by prepaid registered mail) to the Landlord at the address set out in subclause 1.1(a), or if the Landlord has given the Tenant notice of another address in Canada to which notices to the Landlord under this Lease are to be given, then to the last such address of which the Tenant has been given notice; and if to the Tenant, either

delivered to the Tenant personally (or to a partner or officer of the Tenant if the Tenant is a firm or corporation) or delivered or mailed (by prepaid registered mail) to the Tenant at the Premises.

Every such notice will be deemed to have been given when delivered or, if mailed as provided, upon the third business day after the day of mailing in Canada provided that if mailed, should there be a mail strike, slowdown, or other labour dispute that might affect delivery of such notice between the time of mailing and the actual receipt of notice, then such notice will only be effective if actually delivered.

The Tenant acknowledges that there are no covenants, representations, warranties, agreements, or conditions expressed or implied relating to this Lease or the Premises save as expressly set out in this Lease and in any agreement to lease in writing between the Landlord and the Tenant pursuant to which this Lease has been executed. In the event of any conflict between the terms of this Lease and such agreement to lease, the terms of this Lease will prevail. This Lease may not be modified except by an agreement in writing executed by the Landlord and the Tenant.

Time is of the essence of this Lease.

The Rentable Area of any premises (including the Premises) or the Building or the Park will be determined by the Landlord’s architect or surveyor from time to time appointed for the purpose. Such determination will be conclusive. For clarity, in the event the Rentable Area of the Premises is determined to be more than set out in clause 1.1(d), than Rent will be adjusted accordingly; provided, however, that the Rent will not be adjusted retroactively.

This Lease and everything in it will enure to the benefit of and be binding upon the successors and assigns of the Landlord and its heirs, executors, and administrators and the permitted successors and permitted assigns of the Tenant. References to the Tenant will be read with such changes in gender as may be appropriate, depending upon whether the Tenant is a male or female person or a firm or corporation. If the Tenant is comprised of more than one person or entity, then each such person and entity is jointly and severally bound by the representations, warranties, agreements, and covenants of the Tenant and any notice given or deemed to have been given at any time to any such person or entity will be deemed to have been given at the same time to each other such person and entity.

Notwithstanding the occurrence or existence of any event or circumstance or the non- occurrence of any event or circumstance, and so often and for so long as the same may occur or continue that, but for this clause, would frustrate or void this Lease, and notwithstanding any statutory provision to the contrary, the obligations and liabilities of the Tenant will continue in full force and effect as if such event or circumstance had not occurred or existed.

No condoning, excusing, or overlooking by the Landlord or Tenant of any default, breach, or non-observance by the Tenant or the Landlord at any time or times in respect of any covenant, proviso, or condition in this Lease will operate as a waiver of the Landlord’s or the Tenant’s rights under this Lease in respect of any continuing or subsequent default, breach, or non-observance or so as to defeat or affect in any way the rights of the Landlord or the Tenant in this Lease in respect of any such continuing or subsequent default or breach, no acceptance of rent by the Landlord subsequent to a default by the Tenant (whether or not the Landlord knows of the default) will operate as a waiver by the Landlord, and no waiver will be inferred from or implied by anything done or omitted by the Landlord or the Tenant except only express waiver in writing.

This Lease will be governed by and construed in accordance with the laws in force in the province of British Columbia. The venue of any proceedings taken in respect of or under this Lease will be Victoria, British Columbia as long as such venue is permitted by law, and the Tenant will consent to any application by the Landlord to change the venue to Victoria, British Columbia of any proceedings taken elsewhere. The Landlord and the Tenant agree that all the provisions of this Lease are to be construed as covenants and agreements as though the words importing such covenants and agreements were used in each separate clause of it. Should any provision or provisions of this Lease be illegal or not enforceable, it or they will be considered separate and severable from the Lease and its remaining provisions will remain in force and be binding upon the parties as though the illegal or unenforceable provision or provisions had never been included.

The captions appearing in this Lease have been inserted as a matter of convenience and for reference only and in no way define, limit, or enlarge the scope or meaning of this Lease or of any provision of it.

The Tenant accepts this Lease of the Premises, to be held by it as tenant, and subject to the conditions, restrictions, and covenants specified in this Lease. Subject to the express

provisions of this Lease and the schedules hereto, the acceptance of possession of the Premises will be conclusive evidence as against the Tenant that at the Commencement Date of the Term the Landlord had duly completed all work required to be completed by the Landlord prior to the Commencement Date of the Term and the Premises were in good order and satisfactory condition for the commencement of the work and business of the Tenant, subject only to latent defects not discoverable upon reasonable inspection.

The Tenant shall pay, upon the execution of this Lease, the sum stated in subclause 1.1(j) (the “Deposit”), a portion of which shall be applied to the first months’ payment of Base Rent due hereunder, and the balance remaining thereafter shall be held as security for the faithful performance of, and compliance with, all of the terms, covenants and conditions in this Lease. If the Tenant fails to comply with its obligations herein or shall surrender the Premises without the written consent of the Landlord, or is dispossessed therefrom or abandons the Premises prior to the expiration of the Term, then, and in that event, the balance of the Deposit shall belong to the Landlord as fixed, liquidated and agreed damages, in payment of such disbursements, costs and expenses which it may undergo for the purpose of regaining possession of the Premises and without limiting any other rights, remedies or damages of the Landlord. The Landlord shall apply the balance of the Deposit provided for herein against the total damages resulting from a breach of the terms of this Lease by the Tenant. If, however, all material terms, covenants and conditions are fully complied with by the Tenant, then, and in that event, the balance of the Deposit shall be returned to the Tenant on surrender of the Premises in a good state and condition as required by this Lease.

If at any time during the Term the interest of the Tenant under this Lease or the whole or any part of either the Premises or any other part of the Building is taken by any lawful power or authority by the right of expropriation, the Landlord may at its option give notice to the Tenant terminating this Lease on the date when the Tenant or Landlord is required to yield up possession to the expropriating authority. Upon such termination, or upon termination by operation of law, as the case may be, the Tenant will immediately surrender the Premises and all its interest in them, Rent will abate and be apportioned to the date of termination, the Tenant will promptly pay to the Landlord the apportioned Rent and all other amounts that may be due to the Landlord up to the date of termination, and clause 15.8 will apply. The Tenant will have no claim upon the Landlord for the value of its property or the unexpired Term of this Lease, but the parties will each be entitled to separately advance their claims for compensation for the loss of their respective interests in the Premises, and the parties will each be entitled to receive and retain such compensation as may be awarded to each respectively. If an award of compensation made to the Landlord specifically includes an award for the Tenant, the Landlord will account for it to the Tenant. In this clause the word

“expropriation” includes a sale by the Landlord to an authority with powers of expropriation, in lieu of or under threat of expropriation.

Parking is publicly available at the Park in the parking areas, and can be obtained by the Tenant, its employees, or visitors throughout the Term at the rates prevailing from time to time for such parking stalls. Parking is on a first-come, first-served basis.

The Landlord covenants with the Tenant that if:

then the Landlord will grant to the Tenant at the Tenant’s expense an extension lease of the Premises for a further term of that number of years specified in subclause 1.1(i) upon the same terms and conditions in this Lease, except this covenant to extend and except the Annual Base Rent that will be the greater of the Current Market Rent for the Premises with its Leasehold Improvements (having regard to the duration of the extension term) or the sum of the Annual Base Rent payable for the last year of the initial term, and except any rent-free periods, tenant allowances, or other inducements. If the Landlord and the Tenant are unable at least three months before the expiry of the initial term to agree upon such Current Market Rent, the determination of such Current Market Rent will be referred to a single arbitrator if the parties agree upon one, otherwise to a board of three arbitrators, one to be appointed by each of the Landlord and the Tenant and a third arbitrator to be appointed in writing by the first two-named arbitrators; if the Landlord or the Tenant refuses or neglects to appoint an arbitrator within seven clear days after the other has served a written notice upon the party so refusing or neglecting to make such appointment, the arbitrator first appointed will, at the request of the party appointing the arbitrator, proceed to determine such rent as if he or she were a single arbitrator appointed by both the Landlord and Tenant for the purpose. If two arbitrators are so appointed within the time prescribed and they do not agree upon the appointment of the third arbitrator within a period of seven days from the date of appointment of the second arbitrator, then upon the application of either the Landlord or the Tenant, the third arbitrator will be appointed by a Judge of the Supreme Court in accordance with the procedure set out in the Arbitration Act, R.S.B.C.

1996, c. 55 as amended from time to time, or such similar statute then in force in the province of British Columbia. The third arbitrator will chair the arbitration. The determination made by the arbitrators or the majority of them, or by the single arbitrator, as the case may be, will be final and binding upon the Landlord and the Tenant and their respective successors and assigns. The cost of the arbitration and the arbitrators will be borne equally by the Landlord and the Tenant, unless otherwise ordered by the arbitrator. The provisions of this clause will be deemed to be a submission to arbitration within the provisions of the Arbitration Act

In this Lease:

“Additional Rent” means all sums of money to be paid by the Tenant, whether to the Landlord or otherwise under this Lease, except for Annual Base Rent and goods and services tax payable by the Tenant.

“Additional Services” means the services and supervision supplied by the Landlord and referred to in clause 9.2 or in any other provision of this Lease as Additional Services; any other services that from time to time the Landlord supplies to the Tenant and that are additional to other services that the Landlord has agreed to supply under this Lease and to like provisions of other leases of the Park, or that the Landlord may elect to supply as included within the standard level of services available to tenants generally and in addition to those normally supplied; the provision of labour and supervision in connection with the moving of any furniture or equipment of the Tenant; the making of any repairs or alterations for the Tenant; and the provision to the Tenant or the Premises of maintenance or other services not normally furnished to tenants or other leasable premises generally; and “Additional Service” means any such service.

“Annual Base Rent” means the annual rent specified in subclause 1.1(g) and payable by the Tenant as specified in subclause 4.1(a).

“Basic Terms” means those terms set out in clause 1.1, some of which are more particularly defined in this Schedule B.

“Building” means that certain building and those certain areas and improvements constructed on the Lands known as Building No. 100, and all additions and replacements to it.

“Commencement Date” means the date the Term commences as specified in or determined under subclause 1.1(f).

“Contaminants” means any pollutants, contaminants, deleterious substances, underground or above- ground tanks, asbestos-containing materials, hazardous, corrosive, or toxic substances, hazardous waste, waste, polychlorinated biphenyls (“PCBs”), PCB-containing equipment or materials, pesticides, defoliants, fungi, including mould and spores arising from fungi, or any other solid, liquid, gas, vapour, odour, heat, sound, vibration, radiation, or combination of any of them, which is now or hereafter prohibited, controlled, or regulated under Environmental Laws.

“Cost of Additional Services” means in the case of Additional Services provided by the Landlord a reasonable charge made for them by the Landlord that will not exceed the cost of obtaining such services from independent contractors, and in the case of Additional Services provided by independent contractors the Landlord’s total cost of providing Additional Services to the Tenant including the cost of all labour (including salaries, wages, and fringe benefits) and materials and other direct expenses incurred, the cost of supervision and other indirect expenses capable of being allocated to them (such allocation to be made

upon a reasonable basis) and all other out-of-pocket expenses made in connection with them including amounts paid to independent contractors, plus an administration fee equal to 15% of each component thereof.

“Current Market Rent” means that rent that would be paid for improved office space in office buildings of similar age and location in Victoria, as between persons dealing in good faith and at arm’s length,

without reduction for any cash payment, leasehold improvement allowance, rent-free period or other inducement.

“Environmental Laws” means any statutes, laws, regulations, orders, bylaws, standards, guidelines, protocols, criteria, permits, codes of practice, and other lawful requirements of any government authority having jurisdiction over the Premises now or hereafter in force relating in any way to the environment, environmental assessment, health, occupational health and safety, protection of any form of plant or animal life or transportation of dangerous goods, including the principles of common law and equity.

“Fixturing Period” means the period (if any) specified or determined under subclause 1.1(k), as such period may be extended under the terms of this Lease.

“Goods and Services Tax” or “GST” means and includes any and all goods and services taxes, sales taxes, value added taxes, business transfer taxes, or any other taxes imposed on the Landlord or the Tenant from time to time in respect of the Rent payable by the Tenant to the Landlord under this Lease or the rental of the Premises or the provision of any goods, services, or utilities whatsoever by the Landlord to the Tenant under this Lease, whether characterized as a goods and services tax, sales tax, value added tax, business transfer tax, or otherwise.

“Insured Damage” means that part of any damage occurring to any portion of the Premises for which the Landlord is responsible, of which the entire cost of repair is actually recoverable by the Landlord under a policy of insurance in respect of fire and other perils from time to time effected by the Landlord, or, if and to the extent that the Landlord has not insured and is deemed to be a co-insurer or self-insurer under clause 12.1, would have been recoverable had the Landlord effected insurance in respect of perils, to amounts and on terms for which it is deemed to be insured.

“Lands” means those lands and improvements located at 4464 Markham Street, Victoria, British Columbia, and being legally described as Lot 3, Plan VIP68477, District Lot B, Section 96, Lake District.

“Landlord” means the person executing this Lease and includes its successors and assigns; and in the definition of “Operating Cost” references to “Landlord” include the owner of the Park as registered in the applicable land title office and any and all beneficial owners thereof.

“Landlord’s Work” means the work to be performed by the Landlord (if any) at its cost and expense more particularly described in Schedule D.

“Lease Year” means, in the case of the first Lease Year, the period beginning on the Commencement Date and terminating 12 months from the last day of the calendar month in which the Commencement Date occurs (except that if the Commencement Date occurs on the first day of a calendar month, the first Lease

Year will terminate on the day prior to the first anniversary of the Commencement Date) and, in the case of each subsequent Lease Year, means each 12-month period after the first Lease Year.

“Leasehold Improvements” means all fixtures, improvements, installations, alterations, and additions now or from time to time hereafter made, erected, or installed, whether by the Tenant, the Landlord or

anyone else, in the Premises or in other premises in the Building with the exception of trade fixtures and furniture and equipment not of the nature of fixtures, but includes all partitions however fixed (including movable partitions) and includes all wall-to-wall carpeting with the exception of such carpeting where laid over vinyl tile or other finished floor and affixed so as to be readily removable without damage.

“Normal Business Hours” means the hours from 6:00 a.m. to 6:00 p.m. Monday to Friday, inclusive, of each week, holidays excepted.

“Operating Cost” means, subject to the exclusions and deductions set out below, the total, without duplication, of the costs, expenses, fees, rentals, disbursements, and outlays (in this definition referred to collectively as “costs”) of every kind paid, payable, or incurred by or on behalf of the Landlord on an accrual basis consistent with generally accepted accounting principles and fully chargeable in the year in which they were incurred (except as expressly set out below) in accordance with generally accepted accounting principles in the maintenance, repair, operation, administration, and management of the Park. Without limiting the generality of the foregoing, Operating Cost will include:

and deducting therefrom the following:

“Park” means the lands and improvements (including the Lands and Building) known as the Vancouver Island Technology Park.

“Premises” means that portion of the Building having the municipal address and located on those floor(s) and in the suite number(s) set out in subclause 1.1(c), containing the aggregate number of square feet, more or less, of Rentable Area that is set out in subclause 1.1(d) and having the appropriate location and configuration shown outlined in bold on the plan(s) attached as Schedule A. The exterior face of the Building and any space in the Premises used for stairways or passageways to other premises, stacks, shafts, pipes, conduits, ducts, or other building facilities, heating, electrical, plumbing, air conditioning, and other Building systems supplied by the Landlord for use in common with other tenants are expressly excluded from the Premises.

“Prime Rate” means that rate of interest declared from time to time by the main branch in Victoria, British Columbia, of the Bank of Montreal to the Landlord as the annual rate of interest used by such bank as its reference rate in setting interest rates for commercial loans of Canadian dollars in Canada and commonly referred to by such bank as its “prime rate”.

“Rent” means and includes the Annual Base Rent, Additional Rent, and all other sums payable by the Tenant to the Landlord under this Lease except for goods and services tax payable by the Tenant.

“Rentable Area” shall be determined by the Landlord’s architect or land surveyor, acting reasonably, with reference to the following measurement standards, as may be amended or replaced from time to time, published by the Building Owners and Managers Association International (BOMA) and in effect as at the Commencement Date:

“Service Areas” means the area of corridors, elevator lobbies, service elevator lobbies, refuse areas, washrooms, air-cooling rooms, fan rooms, janitor’s closets, telephone, meter, mechanical, and electrical closets, and other closets on the floor serving the Premises and other premises on such floor should the floor be a multiple-tenancy floor.

“Taxes” means all taxes, rates, duties, levies, and assessments whatsoever, whether municipal, parliamentary, or otherwise, that are levied, imposed, or assessed against or in respect of the Park, or upon the Landlord in respect of them, or that are from time to time levied, imposed, or assessed in the future in addition or in lieu thereof, including those levied, imposed, or assessed for education, schools, and local improvements, and includes all costs and expenses (including legal and other professional fees and interest and penalties on deferred payments) incurred by the Landlord in contesting, resisting, or appealing any taxes, rates, duties, levies, or assessments, but excludes taxes and licence fees in respect of any business carried on by tenants and occupants of the Park and taxes upon the income of the Landlord to the extent such taxes are not levied in lieu of taxes, rates, duties, levies, and assessments against the Park or upon the Landlord in respect of them.

“Tax Cost” for any calendar year means an amount equal to the aggregate, without duplication, of all Taxes in respect of such calendar year.

“Tenants’ Manual” has the meaning set out in clause 5.9 of this Lease.

“Tenant’s Share” means the fraction, the numerator of which is the Rentable Area of the Premises and the denominator of which is the Total Rentable Area.

“Tenant’s Work” means the work to be performed by the Tenant (if any) at its cost and expense more particularly set forth in Schedule E.

“Term” means the term of this Lease specified in subclause 1.1(e) and any renewal or extension of it and any period of permitted overholding.

“Total Rentable Area” means the total Rentable Area of the Park, whether rented or not. The areas of the floors below the main floor level that are used or available for use in common by tenants for storage or other purposes. The calculation of the Total Rentable Area, whether rented or not, will be adjusted from time to time to give effect to any structural change in the Park.

The Landlord will, on the Commencement Date, provide to the Tenant vacant possession of that portion of the Premises that has not been occupied by the Tenant prior to the Commencement Date in a broom- swept and clean condition, free and clear of any and all chattels and equipment (except for any furniture, equipment and other property that the Tenant and the Landlord may agree, pursuant to a separate agreement, is to be leased to the Tenant by the Landlord).

The Tenant acknowledges that it has entered into this Lease on the express understanding that the Landlord’s Work in the Premises is limited to the scope of construction described as Landlord’s Work in Schedule D (if any). The Tenant will, within 10 days after the date of delivery of possession of the Premises to the Tenant, which date will be established by the Landlord by notice to the Tenant, complete or cause to be completed the Tenant’s Work. The Tenant’s Work includes the procurement and installation or either of these, at its own expense, of those items set forth in Schedule E which are to be installed and procured by the Tenant in accordance with the procedures set out in this Schedule F and all such other work as the Tenant may desire to perform in the Premises and to which the Landlord may agree, provided no such work will be commenced by the Tenant until architectural or engineering plans and specifications relating to the Tenant’s Work have been supplied to the Landlord and approved by it in writing.

If the Premises or any part thereof are not ready for occupancy as determined by the Landlord on a date which will allow the Tenant to complete the Tenant’s Work in accordance with the provisions hereof within the Fixturing Period (if any) and on or before the Commencement Date by reason of the fact that the Premises are not in a condition which will allow the Tenant’s Work to be commenced, the Lease will not be void or voidable and the Tenant will not have any claims for any losses or damages, no matter how the delay has been caused; however, the Commencement Date will be postponed by the length of such delay. The Tenant will not be entitled to any abatement of Rent for any delay in occupancy due to the Tenant’s failure or delay to provide plans or to complete any special installations or other work required for its purposes or due to any other reason, nor will the Tenant be entitled to any abatement of Rent for any delay in occupancy if the Landlord has been unable to complete construction of the Premises by reason of such failure or delay by the Tenant. Notwithstanding any postponement in the Term Commencement Date, the expiry date of this Lease will remain unchanged.

All work or equipment, other than those items specifically enumerated as Landlord’s Work, will be performed and supplied by the Tenant at its own cost and expense, and the Tenant will, in accordance with the procedures set out in this Schedule F and subject to obtaining the consent of the Landlord as provided for herein, equip the Premises with such equipment as the Tenant desires for the proper operation of the Tenant’s business and such installation will be completed without damage to the structure of the Premises or to the heating, ventilating, air-conditioning, sprinkler, plumbing, electrical, and other mechanical systems of the Building or the Park. The

Tenant will provide proper hoarding to the satisfaction of the Landlord in front of the Premises during construction.

The Tenant will upon completion of the Tenant’s Work and prior to opening the Premises for business, furnish the Landlord with the following:

The opening by the Tenant of its business in the Building will constitute an acknowledgement by the Tenant that the Premises are in the condition called for by this Lease, that the Landlord has performed all of the Landlord’s Work with respect thereto, and that the Tenant reserves or asserts no rights for claims, offsets, or back charges except for any latent defects discovered within 90 days of the opening by the Tenant of its business in the Building.

The Tenant will pay before delinquency for all materials supplied and work done in respect of the Tenant’s Work so as to ensure that no lien or claim of lien is registered against any portion of the Property or against the Landlord’s or Tenant’s interest in the Property. If a lien or claim of lien is registered or filed, the Tenant will discharge it at its expense within five Business Days after written notice from the Landlord (or sooner if such lien or claim is delaying a financing or sale of all or any part of the Property), failing which the Landlord may at its option discharge the lien or claim of lien by paying the amount claimed to be due into court and the amount so paid and all

expenses of the Landlord including legal fees (on a solicitor and client basis) will be paid by the Tenant to the Landlord.

Where the Tenant:

then notwithstanding that the Landlord may have agreed to pay the Tenant an allowance for such work or abate the Rent for a given period or provide other forms of inducements or reimbursements, the Tenant will, and agrees, that it will be named as the “Prime Contractor” (for purposes of the Workers Compensation Act (British Columbia) and regulations under it as the same may be modified, amended, or replaced from time to time) for the purpose of carrying out the performance or coordination of the work referred to in 7(a) or 7(b) above. The Tenant covenants and agrees that in its capacity as the Prime Contractor it will take all steps and measures necessary to fulfil the obligations, functions, and duties of a “prime contractor” in compliance with all applicable Laws. Where the term “Prime Contractor” is used in this Section it will mean and refer to the Tenant.

Notwithstanding anything else contained in the Lease, the Prime Contractor hereby covenants to indemnify and save harmless the Landlord and its respective employees, servants, agents, successors, and assigns from and against all manner of actions, causes of action, suits, damages, loss, costs, claims, fines, penalties, and demands of any nature whatsoever relating to loss or damage arising from the Prime Contractor’s construction of the work referred to in 7(a) or 7(b) above including, without limitation, loss or liability for any administrative fines and penalties under Workers’ Compensation legislation in British Columbia.

At all times during the construction of the work referred to in 7(a) or 7(b) above, the Prime Contractor will at its own expense procure and carry, or cause to be procured and carried and paid for, full workers’ compensation coverage in respect of all workers, employees, servants, and others engaged in or upon any work. At all times the Prime Contractor will indemnify and save harmless the Landlord, its employees, servants, agents, successors, and assigns from and against all damages, costs, claims, suits, judgments, and demands that the Landlord may incur as a result of any default by the Prime Contractor of its obligation to ensure that the full workers’ compensation coverage is maintained. The Prime Contractor will further ensure that no amount of the workers’ compensation coverage is left unpaid so as to create a lien on the Premises, the Lands. The Tenant will be in default under the Lease if the workers’ compensation coverage required under this Section is not in place on or before the date the Prime Contractor commences construction of the work referred to in 7(a) or 7(b) above, the proof and sufficiency of which will be required by the Landlord.