Lease dated March 19, 2020 by and between Bedford Storage Limited Partnership and NWorks Management Corp. (the “Lease”)
Exhibit 10.16
BETWEEN: AND - LEASE BEDFORD STORAGE MMITED PARTNERSHIP, a limited paMarship duly constituted undo the laws of Ontario, having its head office al 266 Klng Skeet Wem, Suite 405 , Toronto, Ontarlo, MSV 1 H 8 , herein acting and represented by its general paMer . Bedford SailStorage Corporation, a corporatlon duly consti \ utad pursuanc to the laws of Ontarlo, having its head office at 266 King Slzeet West, Suite 405 , Toronto, Ontario, MSV 1 H 8 , Itself repasenfed by Paul Homak, its Vice - President, duly authorized as he so declares ; (hereinafter called the ”Landlord‘) NWORKS MMAGEMENT CORP . , a corporadon govenmd by ae Censdism 8 usimers Gofgo‹efkms âc¿, having its head oflice af 20 Deachânes Street, Saint - ouenlin, New Brunswick, E 8 A 1 MI, herein actfng and represented by Anihony Levasqua, Director of Operations, duly aulhoñzed in virtue of a resolutlon of Iha Directors daled March 16 , 2020 ; (harelnaftar called the *Tanam") WHEREAS the Landlord is Ifie owner of the building located at 3195 de Bedford Road, in the City of Montr 6 el (Borough of Cdte - des - Neigea — NoFe - Dame - da - Grdce) Province of Québec, H 3 S 1 G 3 , having e rentable area of 1 Bb, 947 sq . R .. together with all improvements, alterations or addieons situated therein (tha "Building"), Ihe whole as shown on Schedule A" hereto ; WHEREAS the Tenant wishes to leasa from Landlord a space k›cated in the Building and the Landbrd agrees to lease to Ihe Tenant the fiaiâ spaca ; THEREFORE, THE PARTIES HEREBY MUTUALLY AGREE AS FOLLOWS : ARTICLE 1 - INTERPRETATION In lhia Laase, unlaas the context indicates otherwise, the following words or expressions hava the meanings set forth below : (a) "Additional Rant" has the maaning ascrlbed lo It under SecLon 5.2; (b) "BacJc Rent" has Ihe meaning ascribed to it undor SactJon 5.1; (c) "HVAC Systam" means the heating, alr - coridltlonlng and ventilatlng systems of the Building and tha Pramisas, induding any components thereof ; (d) - Land” means the Bnd on which the Building Is situated and known as lot number TWO MILLION ONE HUNDRED SEVENTY - FOUR THOUSAND FIVE HUNDRED AND FORTY - sEVEN (2 174 547) of Cadaet« of Québec, Registration Division of Montr8el. te) "Landlord's Work" has the meaning ascribed to It In Schedule "B": (f} "Law" indudas any applicable staMte, regulation, by - law. rule, regulation, order or ¢<dinance of any level of government, whether federal, provincial. municipal or otherwisa, or of any cornpatem court or regulatory authorrly; (g) "Leaae" means this Lease and all schedules attached thereto, as it or they may from time to lime ba amended ; (h) "Leaae Year" means, in respect o we rw‹ Lena Year . the period of time commencing on the Commencement Date and explring on lhe last day of tha monlh of December next fdbwing ; thereafter, each Lease Year shall consist of consecutive periods of twelve ( 12 )
li environmental or hazardous substances sile revlews, site dean - up and relaled expenses not caused by tha Tanauc ni . in connection with the oñginal acqulaition, original davelopmenL original construction of the BU £ dlng and any naw expansion in the square footage of the Building : iv the depreclation of the Building (including the improvements, fixtures or equipment Iherelo) ; v . any principal and/or interest on any mortgage related lo Ihe Building or any ground rnntslsfpayrnent reiañng tn ernpttyleusis andfor sny other debl costs d the Landlord, if any ; income taxes. prof4s on taxes or other taxee, which are personal to the Landlord; lax rxi capital and any large corporation tax and any similar tax imposed or leviad on Landlord; Ie Interest or penaldes incurred as a result of Landlord's late payment of any bill, and any bad debt loss, rent loss or raaarvea lor bad dabt or rem losa; x. any federal gods and services lax (GST) and any Québec sales tax (QST} to Ihe extent that they are available to Landlord as a credlt. (k) "Premleas" maans Unit 4 in the Building, having a rentabla area of approxlmataly 64 , 642 sq . fL, subject to final measurement as per tha Landbrd's chosan measurement mathod (l) "Pdme Rate" means the prime rala of Interest charged from lima to time by Landlord's bankers to their prime commercial corporate borrowers on demand losns in Canadian dollars ; (m) "Property" means coIk«dM›ty the Bulldlng and the Land; (n) "Proportlonate Share - means a fraction that has as its numerator the renlable area of the Premises, end as its denomlnelor, the rentable area of the Buildlng . As of the date of execution hereof, Tenanf's Proportionate Share is estimated to ba 34 . 58 % . This rallo may vary in the evanl o f an Increase or a reductbn In me remable area of the BMildlng ; (o) "Real Eatate Taxes" shall mean collemJvely, all taxes, surtaxes, rates, kzvies, impositions and assessments, general or special, and any dher taxes, sixtaxes . ralas, laviea, Titians or monks wkich are er which may cve‹ be ord, for j •• ucIpaI, ur 6 an ¢ ommunily, school, pA bellenzient, general, local imixovema+'I or othar purposes against or in respact of tho Buildhg and Land by any Taxing Aulhorily . If the system of taxation now in effect is altered and any new tax . surtax, rale, kray, imposition or assessment is imposed or levied upon the Budding and Land or tha ewuar thereof In substitulJon for or in addltlon to thosa preserdy levied or im ased upon lhe Buildlng and Land . tha tern "Real Estate Taxes" shall indude such new tax, surtax, rate, levy, Impost \ Ion or assaacmant . If at any lima any credll or rebate ia givan to Ihe Landkxd by a competent taming authmity wilh respect to any vacant space in Ihe Buildlng, the Tenant shall nol be enlided to any portion thereof ; (p) "Rent" means collectively Ihe Basic Rent, b \ e Additional Rent and any other amount dua by tha Tanant la the Landlord in vlrtue of this Laaae ; (q) ‘Struolurs" means all structural aspems of the Property including, without limita 8 on, lhe foundations, any bearing or exterior walls, the ro ¢ ›f and 1 he roof mambrane, the parking k›t structure ; ”Taxing Authoring means any duly o‹ stltutad publlc authority, whether federal, provincial, municipal, school or otherwise, IagaIIy empowered to make assesamenta or avaluatlona or to levy, rate . charge or assess taxes, rates, assessments, chargas or faes of any sort ; and viii. net racoveries from insurance policies laden out by Landlord, and wananfiee In favour of Landbrd;
” (s) harm“ means the lnltlel Term and any renewal period of this Lease as sat forth in Section 3.3, once Tenant has exercised its option. J.2 Ceptlone and Paragraph Numbara Captions, paragraph numbers and section numbers are inserted only for convenience and in no way define, llmlt, construe e deaoibe Ihe scopa or intent of such paragraphs or articles of this Lease nor in any way affect this Lease . 1.3 Extended Meanings The words "hereoF, "herein", "hereunder" and slmilar expreeslons used in any section, paragraph or subparagraph of thls Lease relate to the whole of this Lease and not to that section, paragraph or subparagraph only, unless other \ • Ise expressly provided . The usa of the neuter slngular pronoun to rafer to Landlord Is deemad a propar reference a \ men though Landbrd is an indMdual . a partnership, a corgoratlon or a group of two or more persons or any combinatlon thereof . The necessary grammatical changes required to maI‹e the provislons of this apply in the plural sensa where there is more than ona Landlord, or to corporations, associañans, partnerahips or indivlduals, or to mafos or females, shall in all instances be assumed as though in each case fully 1.J Reasonableness The parties hereto shall axercise their rights and aM reasonably a \ a‹I iimes . Whenever the decision . consum, approval or pemisaion is required of Landlord, or the discre 5 on of Landbrd musl be exerclsed, then such daclslc . consent, approval or permlsslon shall ako require Landbrd to act reasonably and not be withheld or delayed unreasonably nor shall such dlscretJon be exerclsed unreasonably, arbitrarily or unfairly 1. Leaea Landlord heraby leeaes Ihe Premises lo Tenant, and Tenanl leases same from Landlord, for the Tern. The parties hereto agree that this Lease is a net lease . The Tenant acknowledges and aqraes that thls Lease, save and excepl as otherwise indicated in this Lease, is an entirely net lease for the Landlord . Unless indlcaled Io the contrary herein, Ihe Landbrd shall not be responsible during the Term for any costs . z : harges, expenses and outlays of any nature whaooever arising from or relating to the Premises, tha use and occupancy thereof or tha contents thereof or the buslness carrled on tharein and the Tenant shall alone ba responsible for and pay a £ costs, charges . impositions and expenses of any nature whatsoever relating to the Premises and the Tenants Proportionala Shera of all costs, chargee, impositions and expenses of any na \ ure whatsoever relating la the Property, Including all costs incurred or paid for by the Landlord on the Tenant's behalf . 2. Repraaenlaflona Subject to Landlord's Wark, the Landlord daclaras thai Ihe Budding and Premises are in good worklng order and stata of repair and are, la Iha best of Landlord's knowladge without doing inquiry, in compEance with all ap{XicabIa Laws . The Landlord fuMer declaraa that as af the data of execution of tile Lease, it has not received any notice of non - compliance frcxn any govemmenlal authorlty in reladon to Ifie Building and Premlses . Landlord shall be responslble to ansure that the Building and Premises are at all limas in good worI‹Ing ordar and state of repair and in catiplianca with all applicable laws, subject to Tanant's obllqa 8 ons hereunder . Subjed to tha Landlord's Work set out in Schedule B, fhe Tenam dederes lhal it has visited the Premises, that it aucegls the Premises on an "as Is . where is" basls, and that it shit nd call upon the Landlord to perform any improvemenls othar than the Landbrd's Wo‹k . All lhe modifica \ tons, alterations and leasehold Improvements to the Premises, including any modifications la the Building and installal of special equipment that may be required by the Tenant (incKtding specific modifications to tha HVAC and/or ventilation systams to operate the Premises for the Permitted Use beyond what is normally required as HVAC systam for the Premises) to operate
the Premises for the Pemitted Use, wtiiCh in each case are not speciflcally wlthln the scope of the Landbrd's Work, shall be perfomad by the Tenanl, at its cost, in compllance wlth Section 9.3. ARTICLE 3 - INITIAL TERM AND OPTIONS The initial term of the Lease shall be fiftean ( 15 ) years and nine ( 9 ) months (the "lciMal Term") commencing on September 1 “, 2020 (the "Commencement Date"), and tamlnating on Iday 31 ", 2036 (the "Explry Date"), unless teminated earlier pursuant to the provisions hereof . 3 J Early Occupancy Notwithstanding the Commencement Date . the Tenant shall have tha right to occupy the Premises . In common with the Landlord, immediately fobowing the later of : (a) the date both parties hava siqnad the present Lease ; (b) the date the Landlord racaives tha Lettar of Credit, and (c) the Landlord re‹»ivas Ihe Tenant's insurance certiñcate that lha Tenant must provide pursuant to Section 11 . 3 (the "Early Occupancy oata"), in order to carry out the fixturing of the Premises and to operate ita budness in accordance with the Pemlged Use . During the period commendng on the Early Occupancy Date until the day immediately precedlng the Commencement Dale (the "Early Occupancy Perlod"), the Tenant shall not be required lo pay Basic Rent and Adclitional Rent ; fowaver . Ihe Tenanl shall be bound by all ofher tems and condldons of the Lease during the Early Occupancy Period, and shall pay all other charges, costs . outlays and expenses payable by Tenant under Ihis Lease, including • /ithout limitation . Ihe cleaning cost and the cost of utittles consumed in tha Pramlses . In the event the Landlord is delayed In subslantially completing the Landlord‘s WorK withln lhe delays provldad for In Schadule B, the Landlord shan not be fiable toward Tenant fœ any such delays In dellvering the items of the Landk›rd's Work, without any compensation being due to Tanant by Ihe Landlord therefor, and without alTecting the valldity of the Leasa or construing Landlord liable in domages of any naluæ whatsoever toward the TenanL Notwithstanding the foragoing, any delay in meeting the deadlines set out in Oedule B, shaI| postpone the CoiTimencement Dele (and c‹x \ sequen 0 y, Iha payment of Rent by Tenant) and the Expiry Data by Ihe numbar of daya equivalent fo said delay . Also . for tha purposes of not delaying the beginning of the Tanent‘s operations within the Premises, Tenant shall have Iha rlght . after giving Landlord a fifteen ( 15 ) day pñor written notlce, to cause the performance of \ ha work not complatad by the Landlord and recover Iha reasonable costs thereof from the Landlord (lnduding IfiFOU 9 ^ d eductionfrom the Rent payments) . 3. Option to Renew Subjact to tha Rlght lo Teminata pursuant to tha provisions of Section 3 . 4 , and provided the Tenant is not then in default under the Leaae, and has dalivared Io the Landlord, no less Ihan nine ( 9 ) months prior to lhe expiry of the Initial Tann, or the Flrst Renewal Perlod, aa the case may be, a written notice of its election l o renew the Lease, the Teant shall have the right to renew this Lease for Mo ( 2 ) additlonal periods of five ( 5 ) years each (Ifia "Option to Renew“), each being from June 1 “, 2036 until May 31 ", 2041 (the "Flrat Renewal Period") and from June 1 ", 2041 until May 31 “, 2 D 46 (the "Second Ranawal Period"), on the same tems and condltJons as are contained in this Lease, save and except thet : (a) Tenant shall accept the Premises in their"as is, where is” condition on the commencement date of the renewal period in question ; the Landlord having no work to perfom to the Premises nor any Landlord's Work ; (b) the annual Basic Rent payable for the fiva (5) year oeriod of each Rwiewal Period shall be aquaJ to the current market Basic Rent prevelling prlor to the commencement of the applicable Ranewal Pariod for a renewal of a lease for buildlngs of similar typa and diUon. but shall never be less Ihan the annual Basic Rent payable by the Tenant during Ihe last yaar of the Tern or, as the casa may be, the Firat Renewal Period, immediately preceding the thon exercised renewal period (the “MarKet Baelc Rent") . In Ihe event the Landlord and Tenant do not come to an agreement on Ihe Markat Basic Rent within Mo ( 2 ) months of a Ranewal Notice, then, 0 æ Landlord and Tenant shall each hava the option to submlt Ihe issue to arbiltaüon, su@|ect to provldlng a writtan notiœ to that ePed io the other party no later than fhlrty( 3 D) days of Ifie axplry of \ hat two ( 2 ) monlh period, Mailing which the Basic Rent payable by tha Tanant for the Ini#aI Tem shall be
applicable untll tha daciaion Is rendered by the arbitrator . Should any such nolice to submit the issue Io arbitration be given according to above, the arbitration shall be conducted in accordance with articles 6 Z 0 to 648 ol the Code of CIva Procedure, axcapt that thera will be one arbitrator only, who sha]I be a chartered appraiser and mamber in good standing of the Orztre des 8 ve/uareurs agrdds du Qudbec having at least ten (t 0 ) years of exparience in evaluating properties of comparable typa, size, age and condl 0 on of the Premises located in the area whare tha Building is located . Within Menty ( 20 ) days of thai nolice . the partles shall appoint the appraiser . If the partles do not agree on the cholce of the appraiser within that twenty ( 20 ) day period, one of them may ask a judge ol Ifie Superior Court of Ihe Provlnce of Outbac \ o appoint lhe appraiser . Once appointed, Ihe appraiser shell forthwith proceed to the determinallm of the Marlset Basic Ran! . The appralsar/arbitrator shall provide tha parties wilh its wrliten report wlthln the briefest delay . The appraisal shall be final and binding upon the Landlord and Tmanr . UnBss the arbikator decides otherwise, tha arbltralion costs shall be borne equally belwean the Landlord and Tanant : (c) there is no Tenant's Allowance, no Early Occupency Period. no free rent period. nor any other Tenant Inducement, and (d) this Option to Renew shall not apply anaw and thera shall be no other renewal periods after the Sacond Renewal Perlod. For darity, tha Landlord's Right la Teminate and the Tenant's obligaUon Io provide and maintain the Letter of Credit shall apply to tha ranawal periods. Thls Opdon to Renew is not personal to NWorlcs Management Corg. and may be assigned or transferred to a Transferee pursuant to a Transfer in accordance with Article 13. 4. Landlord's Right to Termlnate If the Landlord intends to redevelop the Property and demollsh lhe Premises, the Landlord shall have a continuous right to terminate lhe Lease (the “Right to Terminate - ) with effect at any lime after he Expiry Date, upon giving Tenant a twenty - four ( 24 ) month prior written notice fa (his effect (the termination Nodca”) . The Temination Notice shall indicate the date of termination of the Lease (lhe - Termina £ lon Oate"), which shall not be earlier than the Exglry Date subject to giving Tenant the Teminatlo n Notice . The Landlord's Right to Tarminate tfie Lease shall be withoUl any compensation or deduMion of any kind for the Tenant therefor, the Tenant renouncing to all of its rights and recourses . The Landlord shall not be liable to the Tenant, tha Tenant's aganls, represenlatlvas, employees, direclors and officers . eustomers or guesls for any dsmege, ross, cost, cbar 9 e, expense end ouüay of any nature occurrlng for any reason æ a result of Ifie Rlght io Terruinate . Howavar, should the Landlord not proœed with the demolition and redeveloprnent of the Property as set forth in the Temlnatlon Notce and the Second Notice, other than by reason of superlor force the Tenant shall have all righls and reœursas to claim from Iha Landlord any damage, losa, cosL charge, expense and oulJay of any nakire suPered as a resuk of the eañler lermination of tha Leasa . excluding any loss or profit e indiæd damages . Nolwithstanding lhe sending of Ihe Termination Notiœ, the Tanant musf respect all Ihe terms and condiôons of :he Lease up until the Temlnafion Date. AJI the terms and conditions of the Laase applicable to the explralion of the Lease shall apply to the Temination Date. Notwithelanding the Termination Date, Tenant shall remain liable For any and all adjusbnents of Addltlonal Rent which may be affected after Ihe Termination Dale, in respect of any period of the Term occurring prior to the Termination Date . Landlord benefits from tha Right of Termination noWfhstanding anything to the contrary !n the Leasa including, but not limited to, Ihe exarcise by Iha Tenant of any of its Option to Renew the Lease pursuant to Section 3 . 3 . 5. Overholding If Tenant remains in possession of the Premises after the expiry of sha Term. there shall be no tacit renewal of this Lease, and Tenanl shall be deemed la be occupying the Premises on a
Cth - to - month basis on the same terms and editions of the Laase as are applicable l a a monthly lease, save and excep 1 that the Tenant shall pay tha aggragale of (i) a monthly Basic Rent equal to J 25 /» of the last monthly paymant of Basic Rent for the last year of the Tern and (il) one twelfth ( 1 / 12 ) of the Addllional Ram payable by the Tenant for the last year of the Term payable In advance on the first day of each momh . This month - to - month tenancy may be terminated at any lime thereafter with a prior thirty ( 30 ) day notice by the Landk›rd to the Tenant . 3.6 Rlght to Enter During the last nine ( 9 ) months of the Term, Landlord shall hava the right, upon giving Tenant a twenty four ( 24 ) hours' prior written notice to lhis affect . to antar upon and exhibit the Pramlsas during usual business hours to any prospective tenant . Landlord shah also have tha right during such pariod to place and keep upon the Premises notices or signs to the effect that same are for rmc ARTICLE 4 - USE OF PREMISES 4.1 Uae of Premises Tanant shall use tha Premises solely for Iha purgosas of a dala centre, Ie uses related to ihe foregoing, incMding, without limitation . technokgy services, for storage and for office use, and for no other purpose (tha "Pemlttad Uae“) . The operation of a data centre entails the licansing of parts of the Premises by the Teruinl to ils customers, whlch licenses shall nol be construed as subleases or cuslomers, as subtenants . For tJia Tenant !^ 9 ^ • t such llcansea Io ils cMstomers, the prior consent of the Landlord is not required . Tenant shall have the righl to use certain areas on the roof of the Building, at locatlons delermlned by the Landlord and tfie Tenant, both acting reasonably, for ihe purposes of insta $ lng, at the Tenant's costs, the Tenant's specialized equipment for the Pemitted Use . Any SuCh inslallatlon shah be parfomed by Tenant, at its cost, in accordance wilh the provisions of tha Lease . Tenant shall also have the right lo uee areas on the Land adjacent to the Premises for outdoor equipment storage at bcations detarmined by the Landlord . It is undarstood by tha parties \ hat no rent shall be payable la the Landlord for the use of any of those areas . Notwithetandlng any Law and any provision herein to tha contrary, Tanant shall at any time durlng the Tann have Ihe right to cease to occupy the Premises or part thereof for any part ol Ihe Tern and to vacate sama, while remaining liable however for the payment of Rem and Ihe performance of its othar obligations hereunder . Tenant shall however, notify the Landlord of any vacancy by prior thirty ( 30 ) day wrillen nolice . Landlord does not represent or warrant that the Perrnined Use comply with lhe Law ; and this Lease is nol conclltlonal upon Tanant obtaining any permit for tha carrying on of its bUsinass from any munlclpal or other authonty . Tenant, at its cosl, shall be solely responsible to oblaln all permits, consents and authorlza 0 ons required for its occupation of the Pramieas and the operation of ita buslness (heroin for lhe Permitted Use . Pr¢nriding the Tenanl is not in default under the Lease, the Tenant shall have the rlghl to use up to a maximum of eighteen (18) parking spaces, as follows: six (6) reserved parI‹ing spaces located immediately in from of the Premises, al the area approximately shown on the Mo (2) plans attached herelo jointly as Schedule - C - 1”; (b) Iwo ( 2 ) reserved parking spaces (identified as dlsebled person parking) located in front of the premises of the adjacent premises at Ihe location approximately shown on the photo attached hereto as Schedule "C - 2 - . Tbe Landlord . at any time, may move those h • o ( 2 ) parking spaces to the area which is at an angle in front of tI'ie paving stone to the right of tha slams shown on tha photo in Schedule “C - 2 * ; and (c) ten ( 10 ) parking spaces located in the general parking area of the Property, as approximately shown in yellow on tha plan attached hareto as Schedule "C - 3 . (colk«ztiveIy: the "Parking Spacas”). The Tenant. at iB sole cost and expense, shall be responsible to mark, paint or otherwise display "raservad fa - NWorks" or slmllar taxt in each of the above six (6) rasarved parking spacas, and served NWorks" e similar text for the two (2) reserved parking spaces to such effaCt,
end ihe Termrtt shell ba res ; ons ble for, and rhal ba emitted to, monIr'nr these reserved perking sgaCos incfvd‹ng the @ht of ioWing the Mrs parked without authorizatlon . The a - bove ten ( 10 ) non - raserved parking spaces Bra located In the parking lot of tha Prapsrty end ara to be uaed in cambrian with the other tenants of Ihe Property . Subject to tha foregoing, the Tenant shall not have the righl to use thosa parking spaces of tha parI‹ing lot which are designated, from lime to time by the Landlord, as being for Ihe exclualve use of andher tenanL The Tensnt undat 1 akes : (a) not to assign or sublaaae the Parking Spaces ; (b) to uae the Parklng Spaces for th • purpose of parking passenger vahides, and for no other purpose, and (c) to respect any Miss and reguld 1 ons anectad from time to ¥ ma by the Landlord for the props uee and managemenl of Ihe parking lot, eubjact to IJ'ie Tenanf'a righls under this Lease, which rules and reguladons shall ba daemed to be Inccepzrated inla and form pert of this Leese . The Landlord shall in no event be responsible for any loae or theR of, or damage to the paasenger vehicles nor for any property left at Ihe parlcing kit ; the use of the poking lot beñig at all tlmas at the rid‹s of Ihe respective ownar of Ihe passenger vehicles . ARTICLE 5 — RENT Tenant hereby agraas and covenants to pay to Landlord . lhroughout the Initial Tem . wilhout abatemenL set - off, daduction or compansatlon, in lewful money of Canada, Ihe following annual beslc rent with raspact io the Pr • mises, whlch shall ba payable in equal consecutiva rronlhly Instalments In advance on the first day of each œlendar month of each Lease Year (the “Baalc Rent"), ae folbw 9 , subject to the final measurœnent of the Premises : Feb. 16, 20Z1 to May 31“, 2021 ; June 1“, 2021 to May 31, 2022 June 1, 2022 to May 31, 2023 Junä 1, 2023 to ! May 31, 2024 ! June 1, 2024 to May 31, 2025 Juna 1, 2025 œ May 31, 2026 June 1, 2026 to May 31. 2027 June 1, 2027 to May 31, 20ZB June1, 2028to t May31,2029 t NATOOCS \ *¥483793 v13 Annual Basic René Monthly payments Perloda Rate per square fool of Sep!. 1. 2020 to $0.00 Nov. 15, 2020 Nov. 18, 2020 to 52.50 Feb. 15, Z021 55.49 55.65 $562 $6.00 $8.15 $6.30 $6.46 56.62 $0.00 5161,605.00 $210,088.50 $365,227.30 $370,218.44 g387,852.00 $397.548.30 $407,244.60 $417,S87.32 $427,930.04 $0.00 513,4ô7.08 517,507.21 529,573.72 530,435.61 $31,351.37 532,321.00 S33,129.D3 S23,937.05 $34.798.04
Monthly payments ! Annua l Basic Rent Rate per square foot of rantabla area Periods $36,S76.60 ’ $436,919.18 $6.79 June 1, 2029 fa May 31, 2030 $Z7492.36 $449,90fK32 $6.SG June 1, 2030 la May 31. Z031 $d60,697.46 67.13 t June 1. 2031 to May 31, Z032 $39,377.75 $472.533.02 $7.31 June 1, 2032 Io May 31, 2033 $40.347.38 $484,168.56 $749 Juna 1, 2033 to May 31, 2034 $41,370.88 $4B6,450.56 $7.68 June 1, 2034 to May 31. 2035 $42.394.38 $7.B7 Juna 1, 2035 to May 31, 2036 2. Addiflonal Rent In addition lo the Basic Rent, Ihe Tenent shall pey la Landlord the Additional Rent with respect to lhe Pramisas, which is payable in equel consecutive monthly instalments, in advance on the first day of each calendar rrxzuth of each Lease Year, without set - off, compensation . abatement or deduction whatsoever . The Additional Rent shall indude : (a) The Tenanl's Proportionate Share of the Operating Costs; (b) The Tenant's Proportionate Share of fhe Real Eslate Taxes; and (c) An administration fee of 15% of the Tenant's Proportionate Share of Operabng Costs. The Landlord shall rernif to the Tenant, at least sixty ( 60 ) days before each Lease Year, the estimated amount of the Tenant‘s Proportionate Share of the Operating Costs and Real Estate Taxes for that period, and \ he monthly paymen \ s of Additional Rent shall 1 hen be es \ abIished for said Lease Year basad on lhat estimate . Within 120 days after the end of each Lease Year, lhe Landlord shall ramit to tha Tenant a statement, along with the supporting documents, indicating fhe actual amounts of tha Operating Costs and Real Estate Taxes . for lha said Lease Year . Should the actual amount of Tenanl's Proportionate Share of such Operating Casts and/or Real Estale Taxes indicated in the Landlord's statement and supporting documents be greater than lhe total of the amounts already Daid by the Tenant to the Landlord, then lhe Tenant shall reimburse any amount to the Landlord within lhirty ( 30 ) days folbwing the delivery of Ihe above - mentioned statement . Should the actual amount of Tanant's Proportlonate Share of such Operating Costs and/or Real Estate Taxeg indicated in the Landlord's statement be less than the total of the amounts already pald by lho Tenant to the Landlord, then such amount overpaid shall be credited by the Landlord on Ihe next mon 1 hly payment of RenL The Landlord‘s statement shall be condusive as to Iha amount of these costs for the period covered . subject to the following . If tha Tenant raises any objection with respect to the Operating Costs (an "Objectlon“j, such Objection must be transmitted to the Landlord in writing wilhin fhirty ( 30 ) days following receipt by the Tenant of the statement (the Objection Notice") . The Landlord shal have Ihirty ( 20 ) daya to respond to the Objectian . If the Landlord failstoreepondwitWnsuchddayor'esmndsbutdoesuo#agmewNhTe 0 bocdon,theTenant, at its cost, shall have the rlght to submit the Objection notified to the Landled in the aforanientloned aeJay and manner to be resolved by an independenl lhird party accounting finn appolnted by both Landlord and Tenanl within a reasonable lime pariod and its decision shall be
final and blndlng. The cost of such third party accoMnting finn shah be shared equally batween tha Landlord and TenanL For infomation purgosas, the estimated Additional Rant for year 202Q is $3.50/sq. R. per annum. The Additionel Rent shall also include the foIk›wlng amounts which shall be payable by the Tenanl to the Landlord on demand : (a) Itie cost of any additional services piovlded by Landk›rd at Tenant's raquasl; and (b) any other costs, fees or amounts payable to Landlord by Tenant pursuant to this Lease. Nolwithstandlng the foregolng. tI+e Tenant shall not pay any Additional Rant untll FeGruary 16, 2O2J. 5.3 Interest and Payment Unpaid amounts due under Ihis Lease, as ram or otherwise, bear in \ erest . compounded monfhly . at the Prime Rate, increased by five percent ( 5 % ) . 0.4 Place of Payment All Rent shall be paid when due at the principal place of business in Canada of Landlord or at such olher place in Eanada as Landlord may from time lo tlme designate without damand or other fomali . Nolwithstanding the foregoing, the Tanant shall pay all Rent by way of electronic funds kansfer into such bank account as designated by the Landlord to the TenanL from time to limo . 5.5 Saloa Taxes Tenant shall pay to Landlord all goods and services taxes and Quebec sala 9 tax, imposed on Rent by any competent authorlty (“Sales Taxea”) . Such Sales Taxes shall be payable by Tenant at the sama time as the amounts for which such taxes are imposed are payable to Landlord under this Lease . All invoices to be provided by the Landlord to the Tenant shall Indicate the Landlord's G.S.T. and/or Q.S.T. 6. Accrual of Annual Ba•le Rent Annual Basic Rent shaft be œnsidered as accruing day to day hereunder from the Commenœment Date of this Leæe . If it is necassary for any raason to æ - œlcuIa \ e such annual Basic Rent for an irregular period duñng the relevant Lease year, an appropriate apgortionment and adjustment shall be made on a yer diem basls based upon a 365 day calendar year . 7. Prepaid Rent Intenôonally delated . ARTICLE 6 — LESTER OF CREDIT At Ihe latest five buslness ( 5 ) days (ollowing the executlon of lhis Lease by bolh parties, the Tenant snail give to Ihe Landbrd an irrevoable latter of credll Issued by a Canadian chartered bank or the Desjardins Group in favor of lhe Landbrd (the 'Letter of Credit”), as security for lhe fulfilment of Tenant's obligation under the Lease . The Letter of Credil shall be in the amount or who uNDRED T ousxNo DOLLARS ( 5200 , 000 . 0 o) for an initial lerm of twelve ( 12 ) months renewed annually (for tie amount sel out below) up until the end of the Tern of the Lease . At the end of Letter of Gredlt's inillal tern of MeNe ( 12 ) months, the amounl o(the LeBer of Credlt will be reduced to ONE HUNDRED TEN THOUSAND DOLLARS ( $ J 10 , 000 . 00 ) and shah remain same for aach annual renewal up until Ihe end oftha Initial Term of the Lease . Should the Tenant be in default under the Lease, the Landlrxd shall have the righl to draw on the Letter of Credit to recover Idle cost rasulting from Ihe Tanam's default . The Tenant shall then be reeponsibla to too up Iha Letter of Credlt la an amount equal to one hundred twanly - five parcent ( 125 'X<) of the amount drawn on by 0 +e Landlc • d within fifteen (J 5 ) days of racaiving a notice from
- 11 Ihe Landlord to this effacL lhe whole without prejudice lo such other rights, ramedies and recourses as available to Landlcrd in ltie circumstances . The furnishing of the Letter of Credit will not relieve the Tanant from the peyment of Rent or any othar chargaa for which the Tenant is liable under or in virtue of tha Lease or in any wey relieve tha Tanam from the faithful and punctual performance of al covenants and condltions comainad In or anterad inlo in vinue of the Lease . If, in accordance wilh Artlde 13 , the Leasa is subleased or assigned . the Landlord shall be unfilled to damand that the Latter of Credit be replacad by a new leder of credit which shall have to ba provided by the agsignea or sublessee free of charge to tha Landlord at the latest on the affedive dateolWesubleaseorasbgMmeMt x e wsemaybiUponreceip(byihe Landbdo(Wenew letter of crediL tha Leher of Credit shall becoma null and void and shall be immediately returned by Ihe Landlord la the Tanant . The Laher of Gredif shall be fraid by the Landlord without liability for interest . Figeen ( 15 ) days following the expiry of the Initial Tern of the Lease, and where (a) lhe Laase is renewed pursuant lo Sedlon 3 . 3 , then tha Letter of Credit shall be returned to Itie Tenanl, or (b) the Leasa Is not renewed and explras on the Explry Date, lhen the Letter of Credit shall be returned to the Tanant provided the Premlsas hava baen vacated in go ¢ <l order and condition . subject to the Landlord's obligalians under this Lease, and provided Ifie Tenant shall have complied in all respects with all terms, covenants and conditions herein contained at the satisfaction of the Landlord, acting reasonably . Such Letler of Gredit shall not be governed by the provisions of Anlcle 2280 and following of the Civil Code of Quebec and shall not be construed as being the propeny of tha Tenant . In the event of bankruptcy . insolvency or liquidation of the Tenant . Ihe Landlord shag immediately have lhe right lo confiscate the amount of the Letter of Credit as owner of said amount . ARTICLE 7 - TMES 7.I Raal Estate Taxes Ouring Ihe Term of this Leasa . Tenant is responsible for paymanl of its Proportionate Share d Real Es 1 ate Taxes assessed againsl the Property . 7.2 Business Taxea Tenant shall pay directly to tha applicable authorities . Io the exoneration of Landlord, as and when due all its own personal business laxes . if any . Tenant shall provide lo Landbrd, upon request reasonable evidence demonstrating frs payment of such business laxes . ARTICLE 8 - UTILITIES 1. Payment of Public Lltillflas The Tenant shaH pay directly to Itie relevant aulhorifies for public utilities consumed on the Premises . With respect to alectrlcity more specifically . Ihe Landlord shalt provide to lha Premises electricity to a minimum of the higher of (i) eighty percent ( 80 A) of the existing electrical ¢ apacily for the Building . and distributed by the Landlord, bul exdudlng in Ihe servar rooms for which such distribution shall ba done by Tenant . or (ii) the electrical capacity of the Buildlng as incraased by the Tenant in accordance with the following sen \ enc@ . The Tenant shall have the right, at its casL to inaeeea the electrical capacity of the Premises, and Landlord shdl cooperate wllh the Tenant to Ihat effect . The Tenant shall have exdusive access (dong with the Landlord) at all times duñng the Term . ie the electrical room, whiCh shall be located in the Premises . Tenant shall pay for lhe consumption of the electricity and heat sewing the Pramlsas as of Ihe ea/fler of (a) the Commencement Oaie, and (b) lhe Early Occupancy Date . The Landlord hereby declarer that Cha Premises heve its own separate meters . 2. Payment of Other Costs W i thou t limiting Ihe gen e rality of Iha ot h er provisions h erein, including without limilation Section 2 . 1 , but for greater clarity, the Tenant shall pay directly to the relevant aulhoritiee for all telephona charges, daaning cosl for the Premises and dher utilities consumed in the Premises .
• 12 • ARTICLE 9 - MAINTENANCE AND REPAIRS 1. Tenant's Maintenance and Repairs NotwithaBndlng any contrary provblon of Law including, without llmltatlon . Articles 1854 and 166 d of the Civil Code of Ouabec, the Tenant shall maintain and keep the Premises, Induding a 4 replacements, alterations, additions and improvamenN thereto, and Including, as tha case may ba, the loading doclcs, garage doors and docl‹ kr'elers, all in god order and condition and shall perform or cause to be performed all repairs and replacements which may from time to time be required therein or thereto, including those required for lhe Premises to comply with Laws, excluding only : (a) maintenance, repairs end replacamant to the Structure; and (b) maintenance, repairs and raplacement Io tha HVAC Systam. Without limiting the Tenanl's obligations provided in the first paragraph of lhis Section g . 1 but subjacf to the Landlord's Work in Schedule "B", the Tenant . at its cost, shall ba responsible for all necassary repairs or replacements of all systems and components servicing the Premises and located in and fomlng part of the Premises, induding . without limitation . lighting and electrical systems, plumbing components and systems, sprinkler ayslams or water main or plumbing lines, chemical extinguishars and emergency lights, downpipes, drains and ebctrical, plumbing, gas, sewer and other utilities systems and equipment servicing the Premises and located within and forming part of Premises, excluding, without limitation, any underground component or any repairs or replacements requiring piercing the cement slab . The TenanL at its sole cost and expense, shall also be responsible for the garbage removal fcx • the Premises, and the shoveling of gnow around tha immediate areas surrounding the Premisea' entrances, exits, stairs and doorways . 2. Maintenance, Repaire and Replacaments by Landlord Excepl Io Ihe extent that Tenant shall be required to do so under the provisions of Section 9 . 1 , Landlord shall keep and malntaln fhe Property, inckiding Ihe Premises, in good order and condition and shall make all needed repairs and replacement thereto, of any sort whatsoever . wi 4 h diligence as a prudent owner of a similar Property would . These repairs and replacamenls shall include, without limitation : (a) repairs and replacaments to tha foundations, structural floors . exlerior waJls and windows, roof, exterior and interior skuctural alamanD, columns, bearing walls . systems of the Building and parking bt ; (bj repairs and replacements to the Building rendered necessary by virtue of faulty construction or daficient matwiala or workmanship as well as repairs and replacements covered under any warrantles fraid by the Landlord ; (c) repairs and replacements to the HVAC System; (d) the maintenance and repairs to access roads, roadways, parklng spaces and sidawalks within the perimeter of the Properly, ensure that the raadway is clean and free of obslrudions, debris or waste, ice and snow ; and (e) all nacassary repairs or replacemanfs of all systems and componants servicing the Property wnich are not located in or lemming part of the Pramises, induding, without limitation, lighting and electncal systems, plumbing components and systems, sprinkler systems or water main or plumblng lines, chemical extinguishers and emergency lights, downpipes, drains and electrical . pkimbing . gas, sewer and other utllitles systems and equlpmant serving the Property whlch are not located or foming part of Premises, such as any underground component or any repaks or raplacaments requiring piercing tha cemant slab . the cost of all of which shall fom part of lhe Operating Costs in accordance with the provisions of Section J.1(j). unless otherwise excluded therefrom pursuant theralo. 9.3 Alterations by Tanant All !he repairs, replacements, modifications, aNwations, and leasahold improvements lo lhe Premises, including fhe installatlon of any special equipment that may be requlrad by the Tenant
to operate the Premises for the Pemitted Use (collectively the "Alterations”) shall be perfomed by the Tenanl, at inn cost . The Allaralions shall also include any modification . alteration, and improvements to any part of the Slrudure or of the Building's basa building systems, whelhar or not located within tha Pramises . if such Alterations are required to have the Premises fit for the Permitted Use . Tenant shall not make any Alterations without first obtaining Landlord's prior written approval which may not be unreasonably withheld . Tenant shall nd be raquirad to obtain Landlord's prior wriken approval for any minor decorations to the Premises, such as painting, wallpaper and If Alterations affact the SDucture or any of the Buildlng's basa building systems located within the Premises, including without limitation . the HVAC Systam or the electrical, mechanlcal and fuming systems, Landlord, acting reasonably . will have the right, at its own discration, to perform such worI‹ insteml of Tanant, al Tenant's cost, plus an administration fee of fiReen percent ( 1596 ) over all surh costs, subjea to costs being reasonably at market prices . Prior Io commencing any work, Tenant will submil fa Landbrd : (a) details of the proposed Altarations including drawings and specifications and when equired by Landlofd, acflng neasonabQ, amy architectural, eledñœl urd mechanical construction plans and speciflcatlong ; (b) any indemnification or security against legal hypothecs, cosls, damages and expenses Landlord reasonably requires; and (c) avldanœ lhat Tenant has oblained Ihe necessary contents, pamits, licences and inspeMions from all govemmental aulhorities having jurisdictlon . Moreover, the Tenant shall provide lhe Landlord wilh the identify of Ihe parsons or firms ihal will be performing lhe work and wi(h sucfi evtdanca of insurance as 0 s Landk›rd may require . The Landlord shal have the right, actlng reasonably, to require the Tenant to make changas to the plans proposad by the Tenant . For any work affecllng the Bullding's Slructure or systems, the Landlord shall have the right, acting reasonably, to oblige the Tenant to retain Ihe services of other contractors in order to have the work performed . provided their pricing is commercially reasonable . All persons and finns performing work in the Premises with regards to elactrical, mechanical and plumbing work shah be certihed profesdonals or shall employ only certified professionals . Altarations shaY be perlormed (i) wilh due diligence and disqatch ; (li) in a good and workmanlike manner by competent workmen ; (iii) in p 8 anœ with all applicable Laws and with me requirements of any govemmental or municipal aulhority having jurisdlction ; (iv) in accordance wilh fhe drawings and specifications approved by Landlord : and (v) to equal or exceed the then current standard for the Building . Notwithstanding any fxovision in this Lease, and without limiting Iha Tenant's liability, any repairs or replacaments to any pan of the Properly (axcludlng lhe Premises) necessitated by damages caused by the feult of the Tenant or of the Tenant's clianls, representatives, agents, empbyees . contradors . subcontractors or persons to whom Tanant pemits access to the Property of for whom the Tenant is at Law responsible, shall be tha Tenanl's responsib#ity, and if executed by the Landlord (where the damage pertains to any part of the Property that is not paA of the Premises or thai is part of the Buildlng's structure of systems located within the Premises or where the Tenant fails to perfom them in a timely manner) . all reasonable costs so incurred shell be payable by the Tenant to the Landlord upon damand, plus an administration fee of fiftaan parcent ( 15 ») over such costs The Tenant acknowledges that all work performed by il shall be for its own benefil and not for the oenefit of the Landlor‹t, Under no circumstances shall the Tenant ba considered to be perfoming the worI‹ on behal of the Landlord, including ar the mandatary or contractor of Iha Landlord . All Alteralions, when compleled, will form part of Ihe Premises, bacome the property of the Landlord as of their completion, without compensation deing due lo the Tenant therefor . Upon expiration or sooner tarminaaon of Ihe Lease . the Tenant shall remove all Alterations and deliver the Premises in the same condition as that in which Ihey were delivared at the beginning at la lnitlaJ Term unless the Landlord shall give written nolica to the Tanant that any or part of ATOOCW44837B3.¥13
- 14 - the Aheratlons shall remain on the Premises . Tenant shall, at its sole cost and expense, repalr any damaga caused by such removal . 9 . ¥ Tenant's Allowance As a contribution to Ihe costs of Attera 5 ons, provided the Tenant is not then in default, the Landlazl shall grant to the Tenant an albwanca of FIVE DOLLARS ( 5 . @ $ ) pe sq . fL of the rentable area of tha Premises . plus appllcable taxes (the “Tenant's 4 lowance"), subject to the conditions set out below . Provided fha Tenant is not then in dafauh to perform any of its obligations eel forth in this Lease, Ihe Tenant's Allowance shell he emirely paid to the Tenant within thirty ( 30 ) days following the date all of the following has been completed or parformad : (f} the present Lease has been executed ; (ii) Landlord has received all copies of third party invoices pertaining to the Alteratlons completed by Tenant at the Premises ; (iii) all amounts due to any person having worked or contributed to the Alterations have been fully pald ; (iv) all Alterations have been executed in accordenca with lhe plans and specifications approved in advance by the Landbrd and the Law : (v) the delays to reglster a legel hypothec pertaining to the Alterations have expired and, If a legal hypothec has b«en fiiad, such agai hypothec has been dlscharged by lfie Tenant ; (vi) the Tananf has provided \ he Landlord with up - to - dale valid certlficates from the Comm/seion des nonnes, de /ëgu/fé, de le æntê et de la gëcurffd du travail for aach and avery contractor and sub - contractor who partiôpated lo the Ætaæôons that each such contractor and sub - conlractor has caziplled with all requiremants provided by lhe Occupa/iona/ Hea/fù and Safety Acf and the Acf Pespecfing lnduslrial Accidents end Occupetional Diseeaes and ia a duly ragistared rnamber in good standlng at the date of tha certificats ; (vil) lhe Tenant has submiltad l o Landkxd for any disbursemant of the Tenant's Atlowarice . an invoica addressed i o the attention of any enlity delemlned by Landlord a l Its sole discrelion, which Invoice shell contaln Ihe detail of the amounl of lhe Tenanl's Allowance requœted fnxn the Landlord, as well as Tenant's Q . S . T/G . S . T . numbars ; and (viii) the Tenant has debvered to Landbrd a stalutory declaration of an offices of the contrada thal has performed the Alterations certlfylng 1 ) that such Alteraüons hava baen "œmpletad" in confomity with I : ha provisions of the C/vi/ code of Quâ 6 ec or pursuant to any othar appllcable legislation in the provlnœ of Québeci and 2 ) the veæcily of the subsections (lii) to and indudlng (v) hereinbefore mentioned . All Landlord recoveries identified in this Lease and all charges for work perfomed by Landlord on Tenanl's behalf will be deducted horn the gross amounl of lhe Tenanl's Allowance prior to ils paymant by Landlord and if Landlord's recoveries and charges are in excess of the Tenant's Allowance, Tanant will be invoiced directly for the diPerence . Despite anything to the contrary in this Lease, or under any Law, if Tenanl takas lhe benafit of any Law for the protection of insolvent debtors, Ihan an amount equal to the then unamortized part of Iha Tanant's Allowance (over an amortization period equal to the length of lhe Initial Tarm) on the day before Iha date Tenant files for such protection, plus applicable sales taxes, shall immediately be dua and payabla by Tenant to Landlord as Addltionel Renl as of such date . e . 5 lnspaction Landlord and its authorized represatatlves shall, after having given to Tenant a hventy - four hours prior wrllten notice, except in the case of an emergency where no notice is required, have the right to visit and inspect the Premises during usual business hours . 9 . 8 Landlord'a Right to Carry Out Tanant's Repaire In the event Tenant fails to comply with the obligations sel forth in Section 9 . 1 , and despite anything to the contrary conlained In this Sedion, the Landbrd shall hava the rlghl to carry out the Tenant‘s repairs after giving wriken notlca of five ( 5 ) business days to lhe Tenant to thls dfect . All costs incurred by the Landlord in so doing, together with an adminlsbalJon of fifteen percent ( 15 % ) over such costs, shall be payable by Ihe Tenant to Landk›rd as Additional Rent on demand . NoMithstanding the foregdng . In the event any work or action is urgently requirad Landkxd may proceed with such reasonable stepg as in its discretian are deemed by It to be necessary for lhe protection and preservation of the Premises or the Buildlng wilhout any prior written notice . Subject lo Ihe Landlord's obligalkms undar the sacond paragraph of Secflon 9.8, none of Ihe provisiona of this Lease or the Law shall be interpreted as imposing a restriction on the Landlord's
right to modify the Property, excluding the Premiaas or the Parking Spacea . In any manner whatsoever . including by bullding or removlng structures or premises a by changing Ihe use of the Property (In all cases axcluding, for denim sha Parking Spaces and Premises . whoge use and localion shall not be affactad), its appearance, Iha activities arried on, or any other characteristic of tha Property (excluding in all cases, the Premises and the Parlcing Spaces) . 9.8 Consaquenœ of Entry or of ModifimtTons by the Landlord For darity and subject to tha provisions of thls Leesa, no entry by the Landbrd to Inspect or perform work in the Premises and no modifications to the Property, in each case to Ihe extent sama is done in accordanca with this Leaae . shall be construed as an eviction, a default by the Landlord to provide peaceable anjoyment of tho Premises by Ihe Tenant nor shall it ba deemad to constitute a change of form or destination nor shal it aPact the valldity of the Lease in any way ; tha Tenanl heraby waiving its righN and recourses against the Landlord in that regard . Should Landlord maka any changes to ttia Property pursuant to Sections 9 . 2 , 9 . 6 or 9 . 7 or perform any work in lhe Premises as may be required for Landlord Io fulfill its obligations under this Lease or the Law . such changes or work shall not constilute an eviction, actual or presumed, nor a failure frcm Landk›rd to fulfill Ils obllgatlon to provlde peaceable anjoymenL nor shall il constitute a change of form or dastlnalion, and will not aPect the validity of the Lease in any manner whatsoevar, Tanant hereby waiving any right it may have pursuant to Iheee changes or tha perfrxmance of such work, and calving any right It may have to dalm for damages or for a reducbon of Rent to Ihe full extent pemiited by law, provided the Landlord acB reasonably . diligently and promptly to complete such changes or work and In a manner la laasl interfere with the Tenant‘s operations in lha Premises and use of Parking Spacas as is commercially reasonable fw the Landlord to do so . ARTICLE 10 - MVIRONMENT The Landlord declares Ihat to the best of ilo knowledge as at the data hereof, ihe asbestos affecting the Property wag either removed and for gcich potions n ¢ K accessible . properly encapsulaled, tha whole as required by app#cabIe environmental legislation . The Landlord has remitted to the Tenant copy of the conformity letter dated Aprll 30 . 2019 , by Enc Fortler from ING Inc . confiming the treatment of the asbestos (If›e - Confomity Letter") . Hmever . tha Tenant recognizes that copy of Ihis Conformity Leltar is remlded to the Tenant without the Landlord making any represenlations nor offering any guarantee whatsoever as to the exacdtude of the Conformity Latter . The Landlord declaras Ihat to tha best of its knowledge as at the date hereof, the Property Is free frs any asbestos not treated as per the requirements of applicable environmenlal legislation or any other contaminants and hazardous substances and materials (collecdvely : the "Existing Contamlnaflon") . NoMithslanding any provision in Ihis Lease . including Section 2 J, in the avant that any Existing Contamination is found during the Tern (including withoul limitation asbestos), Landlord agrees to prompUy remove or olhenvlsa handle . at its œst, any such Exlsting Contamlnason to the exlent required by tha appliœble Laws, but kæ Landlord shall not be liable for any damages this may œufs \ o th e Tenanl other than the œsla recoverable pursuant to thls Section 10 . Fr clarity, the Landlord's obllgatioc io æmove rx olharwisa handlo any Existing Contamlnatlœi, includes the obligation lo reimburse ihe Tanant for any incraasa in œnstrumiœ costs inojrred by tha Tenant due to the performance of any walt under asbestos condilions, indudlng notably the performanœ of tha inital leasehold improvemants, povided such costs æe roasonably at market pdces . Also . for the purposes of not dlsturbing the Tenant‘s operations within the Premises, should the Landbrd fail to abide by ils covenant In the foregoing sentence . the Tenant shall have the right, after giving Landlord a fifteen ( 15 ) day prior written notice, to cause the removal or handling of any such Existing Contamination and recover the reasonable costs thereof from the Landlord (indudlng through deductlon from the Rent payments) . The Tenant shall not use hazardous material or allow them to be used In connection with its activities, except in strict compliance with all applicebla environmental laws and, in such a case, it agrees to take the appropriate staps respecting the acqulsition, handllng, storage, usa and disposal thereof . The Tenanl agreea thai tha emiaaion, oansportation, deposiL dispersion, release or dlaposal by it of any hazardous material or waste (including waste water and oll) into the ground, atmasphere, water or above wate . shall comply wilh all applicable environmental laws and where applicable,
16. It agrees to obtain all nacassary aulhorlzaUons in guch regard from Itie relevant authorities and, where required, to file the nacaaBary dadarations with lhe rek' am authonEes. Tha Tenant shall notify Ihe Landlord without delay of any discharge or presence inside or outside the Premises of any pollutant, contaminant or oilier hazardous materials, as defined by tha enviramental la \ us . Without limiting the generallty of the foregoing, the Tanant shall be liable for any damage or loss of any kind whaDoever to One Premlses and to the Property as a rasult of the violation rd' the appllcabla e • ivironmenIaI laws by the Tonant or the Tenam's dients . representatives, agents, employees, contractors, subcontractors or persons for whom tha Tenant is at Law regponslble . ARTICLE 1 J - INSURANCE 1. Landlord's Insurance Landlord shall at all times during the Tern, have and maintain in full force and effem . all fire and olher riak insurance on the Building, liability and boiBr insurance and all othar insurances againsl auch ocourrencas and in such amounts and on lems and conditions as would a prudent ownar of a buildlng similar to the Building . 2. Tenant'a Insurance Tenant shall lake out and keep in full forae and effact in the name of Tanant, Landlord and Landlord's hypolhecary creditors, as their respective interests may appear . the fo 8 owing (a) all risks Insurance upon property owned by Tenant and located on the Premises . induding inventory . furniture . furnishings and any alteration or addition to Ihe Building installed by Tenant . for the full replacement coat thereof : (b) Comprehensive or Commercial General Liability insuranca wilh resped Io the Premisas, with inclusive limits of not less than FIVE MILLION DOLLARS ( $ 5 , 000 , 000 ) for bodily in}ury (lnduding daath) to any one or more persons or property damage ; and (c) such other foms of insurance as Landlord or Landlord's nypolhecary creditor, in both cases acting reasonably, may consider advisable . AII Tenant's insuranca polldes shall : (a) contain a waiver o( any subrogatlon right which Tenant's insurer may have against the Landlord . except in casa of fault or neg ¥ gance by lhe Landlord ; lfi›j œme \ fie Landlord œ addltional insured; and (c) contain a provision whera the Landlord will be notified in writing by the incumbent insurers or insurance brokers of any cancellation of tha insurance policies at least Itiirty ( 30 ) days berore such cancellation becomes effective . 11.3 Proof of Tenants Insurance Tanant shall deGver to Landlord upon demand and in any event befrce occupancy of Iha Pramises by tha Tenant certificates from Tenants insurers confirming that the insurance referred to in Sedion 11 . 2 has been placed . ARTICLE 1 Z - DAMAGE, DEszeuczloN AxD MPROPnîsnoN 12.1 Damage and Dastructlon If the Building and/or the Prerriises shall at any tima durlng the Term be totally or partially dœtroyed or damaged to the exlent Ihal the Premises aæ inaccessiNe or unusabJe by the Tenant for Ihe Pæmiüed Use, the Landlord shall notify tha othar party, within Ihirty ( 30 ) days of the occurrenœ that, in the reasonabJe opinion of the Landlord's archîtect : (e) such damage may not be repaired within as hundred and eighty ( 180 ) days of lhe occurrence thereof, in which case either Landlord or Tanant shall be antitlad to termlnale this Leese by giving to Ihe olher party a notice to this effod wlthln ten (JO) deys of the receipt of such opInk ; In the evant thls Lease Is not tenulnated, Landlord shall promptly
” " and dihgently carry out such repairs, exc|uding the Alterations which shall be perfomed by the Tenant at the Tenant's cost; (b) such damage may ba repaired wilhln one hundred and eighty ( 180 ) days of the occurrence thereof, in which case Landlord shall promptly and diligently carry out such repairs, Whenever Landlord has la carry out repairs in accordance with thh Sectlon, the Rent shall be suspended from the data of Ihe occurrence unfit tha Tenant can access and use the Premisas for lhe Permitted Use, in the proportion fhat the unusable portion of the Premises bears to lhe total rentable area of lhe Premises . Nohvithslandlng the foragoing, if, as of be dale of the occurrence . thare are one hundred and aighty ( 180 ) days or less remaining to the Term, Landlord shall nol be obligated to repair (he damage and Tenant shall be entitled to immediately terminate the Lease by giving Landlord a wriden notice to lhat effect . 2. Payment of Rent If Landlord shall be required to repair the Building and/or the Premises in accordance with Iha provisions of Section 12 . 1 then the Rem shall be suspended from the date of the occurrence until Ihe date of completion of such repairs in the proportion ihat the area of \ he Premises so destroyed or damaged bears fo the lotal area of the Premises . 3. Exproprlation If at any lime during the Term any portion of the Progeny shall be acquired or expropriated, or if access la lhe Building or any part thereof shall, in the reasonable opinion of the Landlord, be materially affected by any such acquisition or expropriation . Ihen in any of such evenis, Landlord shall have the option to terminals lhis Lease as of lhe date of tha acquisition or exgroprialion by dellvering to lie Tenant a notice to this effect . If Landlord shall elect to so terminate the Lease, lhe Tenant shall pay to the Landlord all the Rent accrued to such date . ARTICLE 13 - ASSIGNMENT AND SLIBLEASE The Tenant shall nol assign or transfer its righls hereunder . nor sublease or permit the occupancy by any olhar pariy of any portion of the Premises during lhe Tern, without Lhe prior written consent of the Landlord . which consent shall not be unreasonably withheld . For ltie purposes hereof, (i) a transfer“ means any of ihe following : lhe assignment or transfer of the Lease or the rights in lhe Lease ; the sublease or occupancy of \ he Premises or any portion thereof, and any change In the control of the Tenant by way of corporate reorganization or Bale of its shares . and (li) a - Transferee” means an assignee, transferee, sublessee or any third oarty person occupying the Premises . The Landlord's refusal to grant the Tenant the prior wntten consent will ba considered reasonaole (and Ihis does nol restrict in any way Ihe rignt of refusal for any other raason) including : (a) where the Tenant is in default under lhe Lease; and (b) where the proposed Transferee does not meet Ihe Landlord's commerclally reasonable requirements wilh regards la ils financial status . reputation and its business experience or the type or quality of the business it wanls to conduct in the Premises . The Tenant shall deliver to the Landlord, no less than thirty ( 30 ) days prior to tha date of Ihe proposed Transfer, the name and address of the proposed Transferee, as well as information on the nature of its businass, ils credit references, all the modalitias and conditions of the proposed Transfer as well as any otner infomal 1 on the Landlord may reasonably require to take its decision . Any consent by the Landlord shall be subject Io the Tenant and tha Transferee executing, prior lo the Transfer being made, an agreement with the Landlord agreeing that the Transferee, from and after the elective date of Itie Transfer ; (i) shell be bound by all the tems of lhis Lease, and (il) shall renounce to ils rlghts under 1 B 76 of the Civil Code of Québec . In the even! the Tenant receives directly or indireclly, in virtue of a Transfer, a ram . in the form of money . goods, serviœs a otherwise, Ihe value o f which is higher khan the aggregate of the Basic Rent and tha Additional Rent payable i o lhe Landlord under the Lease for the Premises (or for the portion *zansferred), the Tenant shaft pay the excess amounl of rent to the Landlord, as Adj R pon receipt of such rents .
1B - The Landlord may, at any time durlng the Term, elect to receive directly from the Transferee all sums dua and payable by the Transferee to the Tenant pumuent to the Transfer (the "Landlord's Right to EleO“) . Upen receipt of a nogce from the Landlord to the effect Ihat the Landbrd exercises the Landlord's Right to Elect, the Transferee shall thereafter pay all sums due and payable by the Transferee Io the Tenent dlrectly to the Landlord on the terms and conditions set forth in lhe Lease or as otherwise detemined by lhe Landlord in the notice . The amounts so paid by the Transferee and actually received by the Landlord shah be credited against the Tenant's monetary obligations under thls Lease . In the evenl of a Transfer, the Tenant shall remain solldarily liable with the assignee or sublessae wilh resped to all Tenant's obligations under the Lease, until expiry of the then current Tern, exdudlng for clarity any extension of Ihe Term through any renewals by the Transferee . ARTICLE 14 - RIGHT QF FIRST OFFER Inlentionally deletad . ARTICLE 15 • NON - MABILITY AND INDEMNITY The Landlord shell not be liable to the Tenant, the Tenanl's agents, representatives, employaes, directors and officers, customers or guasls for any damage or loss occurring for any reason in the Premises or in the Building as a result of any acl or omission of any kind whalsoaver and by anybody, save and except if the damage or loss results from the default under this Lease by (to lhe axtanf as provided in the Lease), or the fault or the negligence of lhe Landlord, ils agents, employees, represanta \ ives or any other person for which the Landlord Is legally responsible . More panicularly, bul without limitation, \ he Landlord shall nd be so liable for any damages or losses to the assets of the Tenant or of any olher parson located in the Premises or in the Building, again save and except if the damage or loss results from the defaull under this Lease by (to the extent as provided in the Lease) . or the fault or the negligence of the Landbrd . its agents, employaes, repraaentatives or any other parson for which the Landlord Is legally responsible (which shall not include, for greater certainty, any third party contractors hired by Ihe Landlord) . The Tenant will indemnify Ihe Landlord and its agents and employaas against any claim, adion, Proceeding, liability, loss, damage . and expense, indudlng reasonable atlaney's fees, directly arising from : (a) any breach . violalion . or non - perfomanre of any covenant . condition or agreement in this Lease lo be fulfilled, kapL observed or perfomed by Ihe Tenant ; (b) any environmental comamination at or from the Property occurring during the Tern caused solely by the use or occupation of the Premises by the Tenant or by persons the Tenant givn access to, indudlng without limitation, the Tenant's dients . represenlalives, agents, employees, contractors . subcontraaors or persons for whom the Tenant is at Law responsible ; (c) any injury to person or persons, including death resuming at any time therefrom, occurring in or about the Premises as a result of the exercise of rights in respect thereof under this Lease by ihe Tenant or the Tenant's events, representatives, agents . employees . confiaetora, subcontractors re persons for whom the Tenant ig at Law responsible ; and (d) any damage Io or bss of property caused by the default under this Lease by, or the faull or the negligance of lhe Tenant or the Tenanl's clients, raprasentatives . agents, employees, contradors, subcontractors or persons for whom the Tenant is at Law rasponsible . however . no provision of this Lease wgl requira the Tenant lo indemnify the Landbrd, its agents or amployees agalnsł any actlons, causes of actlon, suits, damagas, loss, costs, daims, or demands ańsing out of lhe fauk or negligence of tha Landlord, its agents, or employees . This Articla 15 shall gurvive the oxpiratiDn of the Term of lhis Lease . ARTICLE 18 - DEFAULT 16.1 Event of Default An "Event of Defaulf' shall be considered to have occurred when any one or more of the following happens : NATDOM‹*0ń90v13
- 19 - (a) (Intentionally deleted); (b) Tenant falls la pey any Rent when it Is due and such failure continues for ten (10) deys after Tenant received a nołice from Landlord \ o the Tanant specifying Ihe failure; (c) Tananf fails to provide and malntah the Letter of Credit in accordanœ with the tems and condltón9 set ferth in Article 6; (d) Tenant falls la observe or pæfom any other of tha term 9 , covenams, c‹x \ dNons or agreements œntained in this Leese and such failure œntinues for twan \ y ( 20 ) days afier Tanant raceivad notica from \ ha Landlord to the Tenant specifying the failuæ (except æ sat out in paragraphs a), c) and o) lo m) of Ihis Sactlon 16 . 1 , where no nojice is required) ; (e) this Lease or any of Tram's assels, movable or equipment are laken or seized by any credilor; (0 a wńt of seizuæ or execuúon is issued against the goods. assets or equipment of Tanant (g) Tenant makes a søle in bulk of all or a substantial portion of its assets or a gale of its shares other lhen in a kansfer approved by Landlord; (h) the Premises are used or occupied for purposes other Ihan the Perrnifled Use; (i) the Premlses are uaed by any person olher than those persons enôtJed to uæ them under Ihls Lease' (J) Tenant makes an assignment for the banafit of creditors or commits any act of bankruptcy as defined in the Bankrup/cy and inc : dvency Ref (Canada) or any successor of it, or beœmes bankrupt or insolvent or takes the benefit of any legislation now or hereafter in force for benkrupt or insolvent debtors ; (k) an order is made for the winding up or liquidaôon of Tenant, or Tenant voluntarily commancøs winding - up jxoœdures for liquidation; (l) an order or appzinlment Is made for a receiver or a raceiver and manager of all of the assets or undertaking of Tenant, or (m) any insurance policy covering any part of the Property is, or is threatened Io be, cancelled or adversely changed or the premium cost is, or may be, signfiœntly Increased as a æsult of any act or omission by Tenant or any person for whom Tenant is rasponsible in law . 2. Rłghtø of Landlord (a) Penalty fw Delay (lnłanIÓnaIIy deleted). (b) Rght to Reslllate In casa of an Event of DefaulL the Landlod shall have the right to resiliata the Leese (the ”Rght to Reaillate“) upon sanding a written notice to the Tananl lo thai effect (the ”Reslliatîon Notieø"), the whole without prejudice to ib dher ńghta and racourses provided in łtiis Laasø . The resiiehon of the Leasø shall take ePect ten ( 10 ) budnass days after the Tenants reœlpł of the Rasiflaãon Notice, unless the Tenant has cured the Event of Dafaulł, pńor la Ifie expiratton of the len ( 10 ) business day detay, wilhout Ihe necssaity of any other notice or judicial process . the Tenant renouncing to its ńght l o cure łżie default prior l o a judgment being rendered pursuant Io Article 1883 of \ fie Civi/ c‹x : fa of Ovă 4 ec . If Tenant shall fail to execute any obllgadon whlch lc has assumed under this Leaœ, Landlord shall be anti 0 ed . aRar Tenant kas received the notice requkad to bø glvan under paragraphs t 6 . 1 (b) and (d) as the case may be, to fulfill or cause to be 1 IfiIk<I any or part of the obligations of the Tœiam . The Tenant shall pay to the Landlord, upon demand, the amounts expended in accordanœ with the provlslons of this Section, wllh interest thereon at the Prime Rate plus four percent ( 4 % ) per annum œlculated from the data of payment of such amounts . The Landlord shall incur no Ilability whatsoœer to Ihe Tenant for damage or loss resulłJng from the perfomanco of the obligatlons of the Tenanl . nxTf›ocsu‹4æzea.v1a
47.1 Tenant may install algns Tenant shall have the right during the Tern to install and display at Tenant's cost siqns upon the Premiss in confomity wilh \ he Law and the Landlords signage policiœ, with prior wriłlen approve of Landlord which may not be unreasonably delayed or withheld . ARTICLE 18 - GENERAk PROVISIONS IB . 1 Quiet Enjoyment Landlard œvønants with Tenant that so long as Tenant empties wilh the tœms of this Lease, Tenanl may occupy and enjoy the Premisas withoul any interruption from Landlord or other tenanN of Landlord . Tenant shall . at its cost . hBve the right to pubfsh tłæ Lease by notice, Ihe wfiole in œnfomity wilh article 2999 1 of the C/vi/ Code of Qučôec . Such notlce shall not contain any menlJon of the Rent a other financial condltions contained in the Laese and shah be oubmihed l o Landlord fnr prtor approval . Within thirty ( 30 ) days after the end of the Term, Tenant shat cancel at its expense the publkation of such nofice . In the event Tenant fms to cancel the said publicaôon, Tenant hereby expæssly and irravocably appoinls Landlord as attorney for Tenant with full powar and authority to œncal such ndlce and to executa and deliver in the nama of Tenant any instruments or certiflcalas required for such purpose, Iha whole at Tenant's cost . fi 8 . 3 Brołceraga Commissions Landłozl and Tenant represent and warrant to each olher that the only brokeæge agency involved in thls transaction is CBRE Limited . Landlord shall be responsible for the payment of the brokerage œmmission of CBRE Limited, to the complete exœaration of the Tenant and as per the sepaæta agreement made between the Landlord and CBRE Limitad . The Tenant shall indemnify end hold Ihe Landlord harmlaae for any ctaimg for any broker, agenî or other represenlatives olher than CBRE Limlted hired or retained by the Tenanl wilh regard to the present transaction . The Landlord shall indemnify and hold the Tenant hamless far any claims for any broker, agent or other æpresentadves other than CBRE Limited hired or retalned by the Landlord with regard io the present transactlon . 4. Entire Agreement This Łaase replaces and revokes any and all pævious agreernanłs, written or oral, baMeen Landlord and Tanant, and constitutes tha entlre agreement between Løndkxd and Tenant æ to the matters herein contemplated . This Leacø may only be m ¢ <lIfied by a wriông signed by Landlord and TenanL 5. Renunciation In the case of ari Event of Default, once the Landlord has exercised its Right to Resiiata or has insôtuled legal proceeÒngs to cancel or reslllate . or to ratify tfe cancellaüon or res ¥ latla, of the present Leasa, than notwilhslanding any Law or custom to the contrary, Tenent shall not be able to impede such canœllaôon or msÆiation by œrrecbng ils faikires onœ the Lease has been resiliated pursuant to Section 16 . 2 or once legal proceedings have been instituted and Tenant hereby renounces to the provisions of arúcle 1883 of the Quebec Civil Code . Tenant alsa hereby renounces to the rights and benefits it may have pursuant to Articles 1854 ( 2 '* paragraph), 1859 , 1861 . 1863 ( 2 ^ paragraph), 18 G 7 , 1 B 68 ( 2 "* paragæph), 188 \ end 1883 1881 and 1883 of the Civil Code of Quebec or any successor or æplacement legislation . 6. Righta Cumulative The righD and reœursæ of Landlord hereunder shall be cumulaüva and nol alternative, unless othenvlse expressly provided for herain . 7. Fortuitous Event Notwithstanding anything to the conbary œntained herein, if eilher Landlord or Tenant is bona e a hyndared in or prevanted from the perfomænce of any tern or obllgaôon required
• 21 • hereunder (axcept the Tenant's obligation of payment of Rent which shall never be eased) by reason of a fortuitous avent or foroe majeure, then perfowianea of auch tarn or obllgatlon shall be excuaed for tha pwiod of Ihe deby and the party in question shell be entlged to perfonn such term or ob £ gation wilhin the appropriate deley after tha axplra of such delay . The waiver by eithar Landlord or Tenant of any baach of any tarm, obligation or condition herein untamed shak not be deemed a waiver of such tern, obllgadon or contltlon a of any subsequent bra+ch of same or of any of the tern, obggetion or condition harein contalned . No term, obllgalion or condition hereof is deemed to have been wah/ed by tha party in whoae fa • our it is stipulated, unless such waiver be in writing . Landlord and Tenant shall upon demand sign and cause to be slgned any document, and parfom and cause to ba performed any act, necascary or useM to give full affed la the iment and terms of ¥ 'iis Lease . t& 10 Confldentlallty Both partlas agree not to discbse Io any person the tema of this Agraerr›ent, axcapt to their Orofesaional advisors and audllors, if any . who alao agree to keap It confidential or excapl to a government body as required by applicable low or a couA of compatent juriedictlou . Both parbea also egree to maintain any information they may have or come into poaaession in the utmost of confidence . IB . 11 Notlces Any notice, demand, request or other wrigng which may be or ia requlred to be given under thB Laase shall be in writing and may be delivered by email, in person or sent by registered mail, postage prepaid, and shah be addressed aa follows : (a) if to Landlord: 266 King Street Wesl, Suite 405 Toronto, Ontario, MSV 1H8 Atlenüon: Paul Homack Email: (b) ir lo Tenant: 20 Dasch0nes Street Seint - Ouentin, New Brunævlch, E8A 1M1 Attenôon: the Director of Operatlona Email: deb@globo.tech Attention: the Diædor of Operations ErnaJl: deb@globo.tach finy such noble, demand, request or wrilïng shall be œnckisively deemed to have beæi given or made on the day upon which such noücs, damand, æqueat ar writing la delivæed or emailed or, if mailed, then on the th ¥ d business day fogowing Ihe date of malling, as the æse may be . Either party may at any time give notiœ In wriông to the other of any change of address of the pany gMg such n ¢ Klco and from and aller the giuing of such notlœ, the addroes thaæln speafled shall be deemed lo be the addræs of such party fer the glving of ro ¥ ces hereunder .
1&12 Estoppel Certificate Within ten ( 10 ) days fol#awIng Iha Landlord‘s written request thereof, the Tenanl ghall execute and deliver to tha Landlord or to any other person dasignated by tha Landlord an Estoppel Certiflcale with respect to the Lease and the Premiers . 1a.13 Governing Law This Laaae shall ba governed and construed in annordance with the laws of tha Province of Thh Lease, and any olher agreement dellvered in connodlon theewith . and any amendments thereto, may be executed in any number of counterparts wkh the same effect as If all Partles \ o thia Laase, or to such other agreement or amendment, as the case may be, had signed tha same document and all counterpaM will be construed together and constitute one and Ihe same This Leaae and any other agreement detlvered in connection therewith, and any amendments thereto, may bo executed by electronic copy in a portable d meN fomat or such simibr fomat and if so executed and Izansmlaed, wit be for all purposes aa effective aa if the Panice had delivered an executed ariginal ofthls Leasa, or such other agremient or amendment, as tha caae may 6 s, e ndshall be daamxl la be made when tha receiving party conflrma this Leaso, or such agreemant a amendment es the cess may be, to the raquesting Party by electronic copy in a I>zrtable document format or such similar format . A Party sending an electronic copy ahall thereafier send or deliver the a@inal document to Ihe receiver of such electronic copy . ’ 18 . 16 Language The parties hereto acknowledge to have requested that this Leaae and all documents related thereto be drafted in EngliBh . Las partial aux pr 6 sentea raconnabaent avolr requls que ie present bad alngi que tous lee documents qul y sont ra 0 és soiem rédig % en anglais . /The s/gnerures f‹z/low an next page.}
BIONED at the City of Toronto, Provinœ of Ontario, thls day of Merch 2020. BEOFORD STORAGE LIMITED PAxT«ERSt«P, BEDFORD . a« SELF STORAGE Landlord SIONED at the City of Montreal, Province of Quebac, this 16º' dey ri Merch 20Z0. NWORXS MANAGEMENT CORP., as Tenant " am« - Si+uriy I.eueeque Title: DireÔor of Operations
SCHEDULE "A" She Ran of the Property
9CHEDULE "B" The Landlord shall carry out, at Its sole cogt and expense, tha fdlowlng work which shall ba carrled out in accordance with lhe applicable buildlng codas aml god indue!ry practice and which shah ba substantially completed no btar than Iha dates eat out bebw : Premises shall be dammed wlth cinder block (minimum 12 feat high) and according la the applicable requirements of Ihe building coda(s) no lalar then six weeks from tha signature hereof by a 4 parties ; (b) The roof membane above (I) tha PremBes and (ii) premises immadiataly edjacant lhareto shall öe redone by no later chan May 31, 2020: (c) Pramises shall be demlsed with e seperaling wall dalimiling tha Pramiaas from the rest of tha BuiDlng no laler than eix waelcs from the sfgnature hereof by âll parties: (d) Landkxd shall assure that the warehouse floors have been cleaned no later than six weeka (e Landlord shall provide to the Premises electricity of a mlnimum capacity to be eighty percent ( 803 t) of the exlatlrig elecoicel capacity for the Building, the whole no later Ihan six weekg from the signature heraof by all parties ; The eIec \ ricaI entranoe shall be modified and repaired to render it code comp ¥ ant (Hydro copper is line Is currently exposed) no late than six weeka from Ifie signature hereof by Subject to the above . Laridlord shall denver, on the Cornmenœment Oate, lhe Premises with all building systems In good working œder Includlng roof, madænkal, lighông, electrical, plumblng, HVAC SyEtem, loeding docKs, levelars, walb, doois and with no oacked windows . Without llmNng the generallty oftha foragoing . the Landlord undertakœ lo have the roof repleced in its entirety no later Ihan May 31 , 2020 and to ænder the elactrical enlrance code compllant by the date œt out for such work funher above . ectlval . the "Landlord's Wozk'
SCHEDULE C - 1 -
TWO (3t ReSEavcO HxNDicAP PAnxiNO sPAGEa
SCHEDucE •C - a TEN (10) GENERAL PARKING CPACES