OFFICE LEASE RODICK EQUITIES INC. (Landlord) - and - FLUIDIGM CANADA INC. (Tenant) - and - FLUIDIGM CORPORATION (Indemnifier) SUITES 400 AND 401 ON THE FOURTH FLOOR OF THE OFFICE COMPONENT AND A PORTION OF THE WAREHOUSE COMPONENT 1380 RODICK ROAD MARKHAM, ONTARIO Rentable Area: approximately 41,145 square feet Date: August 17, 2015

SCHEDULE "D" - RULES AND REGULATIONS

THIS LEASE is made the 17th day of August, 2015

between the Landlord, Tenant and Indemnifier, if any, listed below.

RODICK EQUITIES INC., a company incorporated under the laws of the Province of Ontario and having a mailing address for the purposes of this Lease at 40 University Avenue, Suite 1200, Toronto, Ontario M5J 1T1.

1380 Rodick Road, Markham, Ontario, situate upon the lands described in Schedule "A" of this Lease.

An aggregate area of approximately forty-one thousand, one hundred and forty-five (41,145) square feet in the Building, comprised of: (i) the Office Premises, cross hatched in blue on Schedule "B" of this Lease, designated as Suites 400 and 401, located on the fourth floor of the Office Component and having a Rentable Area of thirty thousand and nineteen (30,019) square feet; and (ii) the Warehouse Premises cross hatched in blue on Schedule “B-1” of this Lease, located on the ground floor, in the Warehouse Component, comprised of a Rentable Area of approximately eleven thousand, one hundred and twenty-six (11,126) square feet. The Rentable Area of the Office Premises includes a Proportionate Share of Common Areas of the Building. The Office Premises has been measured in accordance with BOMA. The Warehouse Premises shall be measured by the Landlord’s space planner in accordance with BOMA / SIOR 2009 Method B and all Rents will be adjusted to reflect the actual Rentable Area, retroactively if necessary. Except as otherwise specifically set out herein, the Office Premises and the Warehouse Premises are hereinafter collectively referred to herein as the “Premises”.

Ten (10) years having a Term Commencement Date of April 1, 2016 and ending March 31, 2026.

(A)    Office Premises Basic Rent

(i) during the period from and including April 1, 2016 to and including March 31, 2021, the annual sum of [*****] ($[*****]) payable in equal consecutive monthly instalments of [*****] ($[*****]) each in advance on the first day of each calendar month during the aforesaid period based on an annual rate of [*****] ($[*****]) per square foot of the Rentable Area of the Office Premises;

(ii) during the period from and including April 1, 2021 to and including March 31 2023, the annual sum of [*****] ($[*****]) payable in equal consecutive monthly instalments of [*****] ($[*****]) each in advance on the first day of each calendar month during the aforesaid period based on an annual rate of [*****] ($[*****]) per square foot of the Rentable Area of the Office Premises; and

(iii) during the period from and including April 1, 2023 to and including March 31, 2026, the annual sum of [*****] ($[*****]) payable in equal consecutive monthly instalments of [*****] ($[*****]) each in advance on the first day of each calendar month during the aforesaid period based on an annual rate of [*****] ($[*****]) per square foot of the Rentable Area of the Office Premises.

(B)    Warehouse Premises Basic Rent

(i)during the period from and including April 1, 2016 to and including March 31, 2021, the annual sum of [*****] ($[*****]) payable in equal consecutive monthly instalments of [*****] ($[*****]) each, in advance, on the first day of each calendar month, during the aforesaid period based on an annual rate of [*****] ($[*****]) per square foot of the Rentable Area of the Warehouse Premises; and

(ii) during the period from and including April 1, 2021 to and including March 31, 2026, the annual sum of [*****] ($[*****]) payable in equal consecutive monthly instalments of [*****] ($[*****]) each, in advance, on the first day of each calendar month, during the aforesaid period based on an annual rate of [*****] ($[*****]) per square foot of the Rentable Area of the Warehouse Premises.

The following additional payments are due as rent payable as of and from the Rent Commencement Date:

(a)    Proportionate Share of Realty Taxes and Operating Costs            (Section 4.4)

(b)    Utilities for Premises                          (Section 4.5)

(c)    Additional Services, if any                     (Section 4.6)

The Landlord acknowledges that the Tenant has deposited the sum of [*****] ($[*****]), with CBRE Limited, to be applied as provided in Section 4.3 hereof.

Each reference in this Lease to any of the Fundamental Provisions listed above shall be read as having the same dates, quantities and other meanings as specified in this Article I. Certain words and phrases recurring throughout this Lease have defined meanings as set out in Article 15, unless the subject matter or context requires otherwise.

 

In consideration of the Rent to be paid, the Landlord hereby leases to the Tenant the premises cross hatched in blue on Schedule "B" and Schedule “B-1”of this Lease, (the "Premises") described in Section 1.4 hereof, together with the rights and privileges as contained in this Lease, and the Tenant hereby

leases and accepts the Premises from the Landlord, to have and to hold during the Term, subject to the terms, covenants and conditions set out in this Lease. The area of the Premises will be measured by the Landlord, and the Rent will be adjusted in accordance with the certified area. The Landlord will advise the Tenant in writing of the area measurement, and the parties agree to be bound thereby.

The Tenant covenants to use: (i) the Office Premises for general office and administrative purposes and as a facility for research and testing of bio-analytical instruments and reagents for the Tenant’s business; and (ii) the Warehouse Premises for general distribution and warehousing activities, and the testing, development, production and manufacturing of bio-analytical instruments and reagents for the Tenant’s business. The Tenant shall use the Premises in compliance with all applicable laws, including without limitation, the bylaws and applicable zoning of the municipality in which the Premises is located. The Premises shall not be used for any other purpose or business. The Premises shall only be used in accordance with the standards of a first-class office building of similar age and in a similar location, and subject in any event to the limitations on use set forth in Section 14.16 hereof. The use, storage, handling, mixing, or disposal of any items used, researched, tested, manufactured, produced, developed or disposed in or from the Office Premises and Warehouse Premises (as the case may be) shall be conducted in accordance with all Environmental Laws. The Tenant shall indemnify Landlord and the Landlord Beneficiaries for all costs and expenses related to, arising out of or based upon any act, event, condition or circumstance resulting in any Contaminants in, at, above, on or migrating from the Premises by the Tenant or by the Tenant’s Parties.

The Tenant shall take possession of the Premises no later than the Term Commencement Date, unless the Landlord otherwise consents in writing, which consent shall not be unreasonably withheld.

The Tenant covenants to abide by the Rules and Regulations as set out in Schedule "D" annexed hereto, and to cause those for whom it is responsible to observe such Rules and Regulations. The Landlord, acting reasonably, may make changes to the Rules and Regulations from time to time, provided that the Landlord shall not be liable in any way for either a failure to enforce such observance, or a failure on the part of other tenants to so observe.

The Tenant is responsible at all times to comply with and to keep the Premises, the Leasehold Improvements and Trade Fixtures, and to otherwise conduct its business, in accordance with the requirements of all applicable laws, directions, rules, regulations or codes of the Landlord and every governmental authority having jurisdiction and of any insurer by which the Landlord or the Tenant is insured and affecting the operation, condition, maintenance, use or occupation of the Premises and Trade Fixtures or the making of any repair or alteration including, without limitation, compliance with each Environmental Law and, to the extent known by the Tenant, any agreements with adjoining owners and or third parties affecting the Premises and the Building. The Tenant shall not allow or cause any act

or omission to occur in or about the Premises which may result in an illegal use or causes any breach of or non-compliance with such laws, directions, rules, regulations and codes. If, due to the Tenant's acts, omissions or use of the Premises, repairs, alterations or improvements to the Premises or the Building are necessary to comply with any of the foregoing or with the requirements of insurance carriers, the Tenant will pay the entire cost thereof.

The Tenant shall not commit or permit any waste or damage to the Premises or the Building, or commit or permit anything which may disturb the quiet enjoyment of any occupant of the Building or which may interfere with the operation of the Building. The Tenant will not cause or permit any nuisance or hazard in or about the Premises and Tenant will not permit the unlawful storage of any Contaminant or any unlawful Discharge in or about the Premises or the Building and will keep the Premises free of unlawful Contaminants, debris, trash, rodents, vermin and anything of a dangerous, noxious or offensive nature or which could create a fire hazard (through undue load on electrical circuits or otherwise) or undue vibration, heat or any noxious or strong noises or odours or anything which may disturb the enjoyment of the Building and the Common Areas by customers and other tenants of the Building. The Tenant shall ensure that its Leasehold Improvements, Trade Fixtures or other equipment do not disrupt, adversely affect, or interfere with providers of telecommunication services in the Building or with any other tenant’s or occupant’s use or operation of communications, computer or other equipment or facilities in the Building; and should such disruption, adverse effect or interference occur, the Tenant shall immediately cease operation of the relevant facilities or equipment until the problem is corrected. Without limiting the generality of the foregoing: (a) the Tenant shall not use or permit the use of any equipment or device such as, without limitation, loudspeakers, stereos, public address systems, sound amplifiers, radios, televisions or VCR's which is in any manner audible or visible outside of the Premises; and (b) no noxious or strong odours shall be allowed to permeate outside the Premises; and (c) no boot trays or other items may be placed outside the Premises; in each case without the prior written consent of the Landlord which may be arbitrarily withheld or withdrawn on 24 hours’ written notice to the Tenant.

The Landlord agrees that the Tenant, in common with all others entitled thereto including the general public in concourse areas, may use and have access through the Common Areas for their intended purposes during Normal Business Hours and in accordance with the Rules and Regulations only; provided however, that in an emergency or in the case of the Landlord making repairs, the Landlord may temporarily close or restrict the use of any part of the Common Areas, although the Landlord shall, in such instances, endeavour not to prevent access to the Premises.

The Tenant acknowledges that the Landlord and any persons authorized by the Landlord may, after delivery of at least forty-eight (48) hours’ prior written notice to the Tenant (except in the case of an emergency real or apprehended in which case no notice shall be required), install, maintain and repair pipes, wires and other conduits or facilities through the Common Areas and the Premises. Any

such installing, maintaining and repairing shall be done as quickly as possible and in a manner that will minimize inconvenience to the Tenant.

The Landlord covenants to observe and perform all of the terms and conditions to be observed and performed by the Landlord under this Lease. The Tenant covenants to promptly pay the Rent when due under this Lease, and to observe and perform all of the terms and conditions to be observed and performed by the Tenant under this Lease.

This Lease shall be for the Term set out in Section 1.5 unless earlier terminated as provided in this Lease, and nothing hereafter contained in this Article III shall postpone the Term Commencement Date, or extend the Term.

The Tenant’s occupation of the Office Premises and Warehouse Premises during the Fixturing Period and Warehouse Fixturing Period (as the case maybe) will be governed by all terms and conditions of this Lease, [*****].

Should the Tenant be delayed by fault of the Landlord in taking possession of the Premises on the Term Commencement Date, then and only then shall the payment of Rent be postponed for the same number of days that the Tenant is so delayed in taking possession of the Premises. The Tenant hereby acknowledges and agrees that such postponement of the payment of Rent shall be in full settlement for any claims it might have against the Landlord for being delayed in its taking possession of the Premises.

The Tenant shall surrender possession of the Premises upon termination of this Lease by expiration of the Term or operation of the terms hereof.

If the Tenant remains in possession of the Premises following termination of this Lease by expiration of the Term or operation of the terms hereof, with or without objection by the Landlord, and without any written agreement otherwise providing, the Tenant shall be deemed to be a monthly tenant upon the same terms and conditions as are contained in this Lease except as to the Term, and except as to Basic Rent which shall be equal to [*****]. This provision shall not authorize the Tenant to so overhold where the Landlord has objected. Notwithstanding the foregoing, the Tenant shall be permitted upon the Landlord’s written permission to hold over its occupancy of the Premises beyond the expiration of the Term, [*****] for a period of [*****].

The expiry or termination of this Lease whether by elapse of time or by the exercise of any right of either the Landlord or the Tenant pursuant to this Lease shall be without prejudice to the right of the Landlord to recover arrears of rent and the right of each party to recover damages for an antecedent default by the other.

Taking possession of all or any portion of the Premises by the Tenant will be conclusive evidence as against the Tenant that the Premises or such portion thereof are in satisfactory condition on the date of taking possession, subject only to latent defects and to those deficiencies (if any) listed in writing in a notice delivered by the Tenant to the Landlord not more than ten (10 thirty (30) days after the later of the date of taking possession and the Term Commencement Date.

Notwithstanding any other provision of this Lease, the Landlord may terminate the Lease at any time during the Term if the Landlord decides to demolish, alter or renovate the Building. The Landlord will give the Tenant not less than six months notice of termination of the Lease pursuant to this provision. The six months' notice specified above need not expire at the end of any year or at the end of any month, and if the day fixed for termination of the Lease expires on some day other than the last day of a month, the Rent for such month shall be apportioned on a per diem basis for the broken period.

3.9    Relocation: Intentionally Deleted

If at any time during the Term the Landlord requires possession of the Premises in order to carry out or complete any alterations to the Building or the Common Areas provided for in Section 6.15, Landlord,

on not less than 3 months' notice to the Tenant, may require the Tenant to vacate the Premises on the date specified in such notice and relocate into other premises in the Building. The lease insofar as it relates to the Premises shall terminate on such specified date. Such other premises shall be comparable in all material respects to the Premises and shall be available for occupancy not later than 6 months after the date that the Tenant is required to vacate the Premises. The Landlord shall pay all direct costs of preparing such other premises for occupation by the Tenant and of relocating the Tenant and all Tenant property therein. The Landlord shall not be liable for any other or any consequential costs, damages or losses of the Tenant. From and after the specified vacating date such other premises shall be deemed to be the Premises for all purposes of this Lease and such rent as is affected by a change in area shall be adjusted so that the same rent per square foot per annum shall be payable with respect to such other premises as had been payable with respect to the premises from which the Tenant has relocated.

From and after the Rent Commencement Date, the Tenant shall pay to the Landlord the Basic Rent and the Additional Rent as set out in this Lease.

The Tenant shall pay Basic Rent in the amount set out in Section 1.6, which shall be payable without demand in advance in equal consecutive monthly instalments on the first of each month commencing on the Rent Commencement Date. Rent is subject to adjustment upon certification of the Rentable Area of the Premises.

(A)    Office Premises

maintain at the Tenant's expense metering devices for checking the use of any such utility or service in the Premises. In all cases the Tenant shall reimburse the Landlord in the same manner in which the Landlord is charged including any demand or energy charges.

The Landlord shall pay before delinquency all Realty Taxes. The Landlord covenants that at all appropriate times it shall declare itself a public school supporter for purposes of determining the amounts of any Realty Taxes payable.

The Tenant shall pay before delinquency all business taxes, and any other taxes, charges, rates, duties and assessments levied, rated, imposed, charged or assessed against or in respect of any use or occupancy of the Premises or in respect of the personal property, Leasehold Improvements, Trade Fixtures, fixtures and facilities of the Tenant or the business or income of the Tenant on or from the Premises. The Tenant shall pay to the Landlord any increase or incremental amount of Realty Taxes or other taxes which the Landlord, acting reasonably, has determined to be attributable to an act by the Tenant (for example declaring itself a separate school supporter) or attributable to the Leasehold Improvements and Trade Fixtures.

If, during the Term, the method of taxation shall be altered, so that the whole or any part of the Realty Taxes now levied, on real estate and improvements are levied wholly or partially as a capital levy or on the rents received or reserved or otherwise, or if any new or other tax, assessment, levy, imposition or charge in lieu thereof, shall be imposed upon the Landlord, related in any way to the Building, the Lands or the income therefrom, then all such taxes, assessments, levies, impositions and charges shall be included when determining the Realty Taxes. If, during the Term, the method of taxation shall be altered, so that the whole or any part of the business taxes formerly payable in respect of any use or occupancy of the Premises is merged into a comprehensive realty tax, the Landlord shall have the right to allocate and collect such component of the comprehensive realty tax (as would have been formerly business taxes) in the manner or on the same basis as would have been employed.

The Landlord and Tenant agree to carry out their respective responsibilities for maintenance and repair as detailed in this Lease in accordance with general standards for comparable office buildings in the City of Markham, of similar age and in a similar location.

Without notice or demand from the Landlord, the Tenant shall:

Notwithstanding Section 6.2 hereof, the Tenant shall not be responsible for:

The Landlord shall maintain and keep in a good state of repair:

at least forty-eight (48) hours’ prior written notice to the Tenant (except in the case of an emergency real or apprehended in which case no notice shall be required), enter the Premises and inspect the state of maintenance, repair and decoration, and after twenty-four (24) hours’ upon reasonable prior notice to the Tenant, show the Premises to prospective purchasers, tenants and existing or prospective Mortgagees.

The Tenant covenants to immediately notify the Landlord of any defect, damage or malfunction affecting the Premises or other parts of the Building of which the Tenant is aware.

‑    be performed expeditiously and at the sole risk and expense of the Tenant;

‑    be performed by competent workmen whose labour union affiliations, if any, are compatible with others employed by the Landlord and its contractors, and who will not interfere with work being performed by the Landlord;

‑    be performed in a good and workmanlike manner and only in accordance with the drawings and specifications which the Landlord has approved; and

‑    be performed in compliance with the applicable requirements of all Authorities, evidence of which shall be provided to the Landlord, and be subject to the supervision and direction of the Landlord.

(A)    shall surrender the Premises in the condition and state of repair in which the Tenant is required to maintain the Premises, reasonable wear and tear excepted;

(B)    shall remove all of its trade fixtures, trade equipment, furniture, workstations, security systems, personal property, hazardous substances, chemicals, Contaminants, and contamination; and

(iii)    installed by or on behalf of the Tenant without the Landlord’s prior consent; and

 

The Tenant agrees that it shall not erect, affix or attach to any roof, exterior walls or surfaces of the Building any antennae, sign or fixture of any kind, nor shall it make any opening in or alteration to the roof, walls, or structure of the Premises, or install in the Premises or Building free standing air‑conditioning units, without the prior written consent of the Landlord which may be arbitrarily withheld.

The Tenant may, at the end of the Term, if not in default, remove its Trade Fixtures, and the Tenant shall, in the case of every installation or removal of Trade Fixtures, make good any damage caused to the Premises or the Building by such installation or removal. Any Trade Fixtures removed during the Term will be contemporaneously replaced with Trade Fixtures of equal or better quality. Any Trade Fixtures and equipment belonging to the Tenant, if not removed at the termination or expiry of this Lease, shall, if the Landlord so elects, be deemed abandoned and become the property of the Landlord without

compensation to the Tenant. If the Landlord shall not so elect, the Landlord may remove such Trade Fixtures from the Premises and store them at the Tenant's risk and expense and the Tenant shall save the Landlord harmless from all damage to the Premises caused by such removal, whether by the Tenant or by the Landlord.

The Tenant shall not at any time cause or permit any sign, picture, advertisement, notice, lettering, flag, decoration or direction (hereinafter collectively called "Signs") to be painted, displayed, inscribed, placed, affixed or maintained within the Premises and visible outside the Premises or in or on any windows or the exterior of the Premises (including glass demising walls facing onto Common Areas), nor anywhere else on or in the Building, without the prior and continuous consent of the Landlord which consent may, with respect to proposed signage on the main floor of the Building, or which can be seen from outside the Premises, be arbitrarily withheld, but otherwise shall not be unreasonably withheld, provided that the copy and style of any Signs shall be consistent with the first-class nature of the Building and in accordance with the Landlord's sign criteria. No hand-written signs will be permitted. The Landlord may at any time prescribe a uniform pattern of identification signs for tenants to be placed on the outside of the Premises and other premises. Any breach by the Tenant of this provision may be immediately rectified by the Landlord at the Tenant's expense and in this connection, the Landlord shall be entitled to enter the Premises and remove any Signs contravening this provision and charge the Tenant the costs thereof, and same shall not constitute a re-entry under this Lease and the Landlord shall not be liable for any damages caused thereby, whether or not arising from its own negligence.

The Landlord may erect and maintain (as an Operating Cost) a directory board in the main lobby of the Building which shall indicate the name of the Tenant and the location of the Premises within the Building. The Tenant shall pay the Landlord's cost of changes thereto, and any other signage with respect to the Premises. Should sufficient space exist on the directory board, the Landlord may provide to the Tenant, at the Tenant's expense, additional entries as requested. The directory board shall be for identification only and not for advertising. The Landlord's acceptance of any name for listing on the directory board will not be deemed, nor will it substitute for, the Landlord's consent, as required by this Lease, to any sublease, assignment or other occupancy of the Premises.

In addition to the Landlord's right to install general information and direction signs in and about the Building as would be customary for comparable office building in the City of Markham, the Landlord shall have the right at any time to place upon the Building a notice of reasonable dimensions, reasonably placed so as not to interfere with the Tenant's business, stating that the Building is for sale, or that areas of the Building are for lease, as the case may be, and at any time during the last six (6) months of the Term, that the Premises are for rent and the Tenant shall not remove such notices or signs.

The Tenant shall also, if required by the Landlord, refrigerate all garbage, such that it does not constitute a nuisance or health hazard. The Tenant will store and dispose of all of its waste in a lawful manner. In particular, the Tenant will use the garbage collection service provided by the Landlord only to dispose of solid waste (which is not Hazardous Waste) which can lawfully be transported to, and dumped at, a landfill site without requiring payment of surcharges or penalties, and will use the sewers only to dispose of liquid waste (which is not Hazardous Waste) which may be lawfully, and in full compliance with all applicable Environmental Laws, discharged into the municipal sewer. All other wastes shall be disposed of by the Tenant, at its sole cost and expense, at least once every month, using a properly licensed waste hauler, to take away all or part of the Tenant's waste to an appropriately licensed landfill. The Tenant acknowledges and agrees that regardless of whether the waste hauler is retained by the Landlord or the Tenant, the Tenant, and not the Landlord, shall be deemed to be the generator of the Tenant's waste.

(i)    the procedures used by the Tenant to contain and handle such Contaminants; and

(ii)    the procedures used by the Tenant to contain and deal with spills of Contaminants.

The Tenant shall promptly notify the Landlord in writing of:

(iv) any notices, action, claim or other proceeding received by the Tenant from any person concerning any Discharge or alleged Discharge of any Contaminants from the Premises.

6.14B    Landlord’s Audit Right

6.14C    Survival of Obligations

For greater certainty, the obligations of the Tenant under Sections 6.14, 6.14A and 6.14B relating to Contaminants, (including without limitation the Tenant’s indemnity) shall survive the expiry, repudiation or earlier termination of this Lease. To the extent that the performance of such obligation requires access to or entry upon the Premises or the Lands, or any part thereof, following such expiry, repudiation or earlier termination:

6.14D    Phase 1 Environmental Assessment

Notwithstanding any other provision of this Lease, the Landlord shall have the right, at any time, to add buildings, additions and parking structures on the Lands or to make additions to, or subtractions from, or to change, rearrange or relocate any part of the Common Areas, the Lands or the Building including the Premises, provided that in the case of the Premises, the premises, as rearranged or relocated shall in all material respects be comparable to the Premises and the Landlord shall give the Tenant at least sixty (60) days prior written notice of such rearrangement or relocation and shall pay all reasonable direct costs of construction and moving expenses in connection therewith. The Landlord shall also have the right to enclose any open area, and to grant, modify or terminate easements and other agreements pertaining to the use and maintenance of all or any part of the Building, Common Areas or the Lands, and to close all or any part of the Lands, Common Areas or the Building to such extent as the Landlord considers reasonably necessary to prevent accrual of any rights therein to any persons at any time. The Landlord is entitled to make changes to the parking areas and to make any changes or additions to the systems, pipes, conduits, Utilities or other building services within or serving the Premises or any other premises in the Building; provided that access to the Premises will at all times be available from the elevator lobby of the Building.

In doing any of the foregoing, the Landlord shall have the right, after delivery of at least forty-eight (48) hours’ prior written notice to the Tenant (except in the case of an emergency real or apprehended in which case no notice shall be required), to enter upon the Premises and same shall not constitute a re-entry hereunder. The Landlord shall not be liable for any damage caused to the Tenant's property, whether or not due to the negligence or wilful misconduct of the Landlord or those for whom the Landlord is in law responsible. No claim for compensation shall be made by the Tenant by reason of inconvenience, nuisance or discomfort arising from such changes or the Landlord's entry. The Landlord shall make such changes as expeditiously as is reasonably possible. All Common Areas shall at all times be subject to the exclusive control and management of the Landlord or as the Landlord may direct from time to time. The Tenant shall cooperate with the Landlord in any of its programmes to improve or make more efficient the operation of the Lands and Building.

Normal Business Hours. The systems furnished and operated by the Landlord for air conditioning and ventilation to the Premises are designed for a reasonable density of persons and for general office purposes based on window shading being fully closed where windows are exposed to direct sunlight. Arrangement of partitions, equipment or special purpose areas, or the installation of equipment with high levels of heat production by the Tenant may require alteration of the portion of the air-conditioning and ventilation systems located within the Premises. Any alterations that can be accommodated by the Landlord's equipment shall be made at the Tenant's expense and in accordance with Section 6.7 hereof. Balancing of the system within the Premises shall be at the Tenant's expense. The Tenant acknowledges that the heating, air-conditioning and ventilation system serving the Premises or the Building may require initial balancing or that alterations made from time to time whether inside the Premises or in other areas of the Building, may temporarily cause imbalance of the heating, air-conditioning and ventilation system, and the Tenant shall allow a reasonable amount of time for such readjustment and rebalancing.

The Landlord shall, provide janitorial services to the Office Premises at such times and in such manner as is consistent with prevailing practices in comparable office buildings in the City of Markham of similar age and in a similar location. The Landlord shall periodically clean both sides of exterior windows so as to maintain the Building to the standard of a comparable office building in the City of Markham of similar age and in a similar location. The Tenant acknowledges that the Landlord may clean the windows during Normal Business Hours and the Tenant agrees to allow the Landlord and its contractors entry into the Premises for this purpose. The Landlord shall keep those portions of the Common Areas accessible to the public in a clean and orderly fashion, and keep the sidewalks and driveways located on the Lands reasonably clear of excessive build-up of snow.

Notwithstanding anything contained in this Lease, it is understood and agreed that the Tenant shall be responsible for providing its own janitorial services to the Warehouse Premises and emptying the garbage receptacles, not allowing garbage or waste to accumulate in or about the Warehouse Premises, all on a daily basis and at regular intervals as prescribed by the Landlord. The Tenant shall further, at its expense, keep the Warehouse Premises free of insects, rodents, vermin and other pests. If the Tenant does not maintain a standard of cleanliness and repair satisfactory to the Landlord (acting reasonably) or fails to keep the Warehouse Premises free of insects, rodents, vermin and other pets in the Landlord’s reasonable opinion, then the Landlord shall have the right, after twenty-four (24) hours’ prior oral or written notice to the Tenant within which the Tenant fails to perform such cleaning or repair, to perform or cause to be performed the cleaning or repair and to require the Tenant to pay for such cost together with an administration fee of 15% thereon as Additional Rent under this Lease (payable immediately upon its receipt of an invoice). Further, should there be a repeated breach by the Tenant of its cleaning or repair obligations in the Landlord’s sole determination, then the Landlord shall have the right, upon written notice to the Tenant, to assume the Tenant’s ongoing obligations at the expense of the Tenant plus the administration fee of 15%, all as Additional Rent payable under this Lease.

The Landlord shall provide operatorless elevator passenger service during Normal Business Hours. The Landlord may reduce the number of elevators in service after Normal Business Hours. The Landlord retains the right to regulate the use of elevators for the purpose of carrying freight.

The Landlord may provide a security guard or receptionist in the main lobby of the Building to provide general information to visitors and to control traffic in and out of the Building. The Landlord may from time to time elect to substitute such services with automated systems and other devices that may from time to time seem appropriate for a comparable office building in the City of Markham. It is acknowledged by the Tenant that such services are intended for the general benefit of the Building and are not intended to specifically protect or otherwise serve the Tenant or the Premises.

The Landlord may slow down, interrupt, delay, or shut down any of the services outlined in this Article VII on account of repairs, maintenance or alterations to any equipment or other parts of the Building and where practical, the Landlord shall schedule such interruptions, delays, slow downs, or stoppage so as to minimize any inconvenience to the Tenant. The Landlord shall not be held responsible for any direct, indirect or consequential damages, losses, or injuries caused.

The Landlord shall be deemed to have observed and performed the terms and conditions to be performed by the Landlord under this Lease, including those relating to the provision of Utilities, if in so doing it acts in accordance with a directive, policy or request of a governmental or quasi-governmental authority acting in the fields of energy, communications, conservation, waste management and disposal, security or other area of public interest.

The Tenant shall not assign this Lease, nor sublet all or any part of the Premises (together a “Transfer”) without the prior consent in writing of the Landlord, which consent shall, subject to Section 8.2 hereof, not be unreasonably withheld; provided however, that such consent to any assignment or subletting, shall not relieve the Tenant from its obligation to pay Rent and to perform all of the covenants, terms and conditions herein contained. If this Lease is assigned or any part of the Premises is occupied by any person other than the Tenant, the Landlord may collect Rent or sums on account of Rent from the assignee, subtenant or transferee, and apply the net amount collected to the Rent payable hereunder but no such assignment, subletting, transfer of possession or collection or the acceptance of the assignee, subtenant or transferee as tenant shall be deemed a waiver of this covenant.

8.1A    Permitted Transfer

(1)    such Permitted Transferee shall carry on only the same business as is permitted to be carried on by the Tenant under Section 2.2 of this Lease;

(2)    the Landlord receives satisfactory evidence that the Permitted Transferee qualifies as being a Permitted Transferee;

(3)    the Tenant delivers to the Landlord a copy of the document giving effect to the Permitted Transfer; and

(4)    all the provisions of this Lease shall apply in respect of the Permitted Transfer including, without limitation, the requirement that the Tenant and the Permitted Transferee execute the Landlord’s form of documentation in which the Permitted Transferee covenants directly with the Landlord to observe and perform each of the covenants, obligations and agreements of the Tenant under this Lease and in which the Tenant remains liable under this Lease for the performance and observance of all of the covenants, obligations and agreements of the Tenant under this Lease.

If the Tenant desires to assign this Lease, or to sublet the Premises, then and so often as such event shall occur, the Tenant shall make its request to the Landlord in writing, and the Landlord shall, within ten (10) Business Days after receipt of all information requested by the Landlord, notify the Tenant in writing that the Landlord consents or does not consent. either that; (a). as the case may be, or (b) the Landlord elects to cancel and terminate this Lease if the request is to assign this Lease or to sublet all of the Premises, or if the request is to sublet a portion of the Premises only, to cancel and terminate this Lease with respect to such portion. If the Landlord elects to cancel this Lease as aforesaid, and so advises the Tenant in writing, the Tenant shall then notify the Landlord in writing within fifteen (15) days thereafter of the Tenant's intention either to refrain from such assigning or subletting or to accept the cancellation of this Lease (in whole, or in part). Failure of the Tenant to deliver notice to the Landlord within such fifteen (15) day period advising of the Tenant's intention to refrain from such assigning or subletting, shall be deemed to be an acceptance by the Tenant of the Landlord's cancellation of this Lease (in whole, or in part, as the case may be). Any cancellation of this Lease pursuant to this Section 8.2 shall be effective on the later of the date originally proposed by the Tenant as being the effective date of transfer or the last day of the month which is not less than sixty (60) days following the date of the Landlord's notice to cancel this Lease.

Requests by the Tenant to assign this Lease or sublet all, or part of the Premises shall be in writing to the Landlord accompanied with such information as the Landlord may reasonably require and shall include an original copy of the proposed assignment or sublease, as the case may be. Prior to any consent being given by the Landlord to the Tenant's request, the Landlord must be satisfied as to the following, inter alia: (a) that the liability of the Tenant in fulfilling the terms, covenants and conditions of this Lease shall remain; (b) the financial ability, good credit rating and business reputation and standing of the proposed assignee, subtenant or transferee, as the case may be; (c) that the Tenant has regularly and duly paid Rent and performed all of the covenants contained in this Lease; (d) that any Mortgagee will consent to such request; and (e) that the proposed assignee or subtenant has, or will enter into an agreement with the Landlord agreeing to be bound by all of the terms, covenants and conditions of this Lease. Prior to receiving any consent pursuant to this Section 8.3, the Tenant will pay the Landlord's administrative fee of $1,000.00 plus applicable taxes in connection with the review by the Landlord and/or its solicitors of the Tenant's request, and the preparation and review of any documentation in

respect thereof. If the Tenant receives consent pursuant to this Section 8.3, it shall be conditional on the Tenant paying to the Landlord as Additional Rent, any profit (net of all reasonable costs incurred by the Tenant in connection therewith) earned by the Tenant in assigning this Lease or subletting all or any part of the Premises.

In the event of the sale or lease by the Landlord of its interest in the Lands or Building or any part or parts thereof and in conjunction therewith the assignment by the Landlord of this Lease or any interest of the Landlord herein, the Landlord shall be relieved of all liability under this Lease, to the extent that the purchaser or transferee agrees with the Landlord to assume the Landlord's obligations under this Lease.

No Transfer or other disposition by the Tenant of this Lease or of any interest under this Lease shall release the Tenant from the performance of any of its covenants under this Lease and the Tenant shall continue to be bound by and liable under this Lease. The Tenant's liability under this Lease after any Transfer of the Tenant's interest will continue notwithstanding the bankruptcy, insolvency, dissolution or liquidation of any transferee of this Lease or the termination of this Lease for default or the termination, disclaimer, surrender or repudiation of this Lease pursuant to any statute or rule of law. Furthermore, if after any Transfer of the Tenant's interest, this Lease is terminated for default or is terminated, disclaimed, surrendered or repudiated pursuant to any statute or rule of law, then, in addition to and without limiting the Tenant's liability under this Lease, the Tenant, upon notice from the Landlord given within ninety (90) days after any such termination, disclaimer, surrender or repudiation, shall enter into a new lease with the Landlord for a term commencing on the effective date of such termination, disclaimer, surrender or repudiation and expiring on the date this Lease would have expired but for such termination, disclaimer, surrender or repudiation and otherwise upon the same terms and conditions as are contained in this Lease with respect to the period after such termination, disclaimer, surrender or repudiation.

The Tenant shall, at its sole cost and expense, take out and maintain in full force and effect at all times throughout the Term the following insurance:

to the amount of full replacement cost, the decision of an independent insurance advisor the Landlord or the Mortgagee shall be conclusive;

Each policy of insurance taken out by the Tenant in accordance with this Lease shall be taken out with insurers, and shall be in such form and on such terms as are reasonably satisfactory to the Landlord, and each such policy shall name the Landlord and any others designated by the Landlord as additional named insureds, as their respective interests may appear, and each of such policies shall contain, in form reasonably satisfactory to the Landlord:

The Tenant shall provide to the Landlord and the Mortgagee on demand, and from time to time, satisfactory evidence that the policies of insurance required to be maintained by the Tenant in accordance with this Lease are in fact being maintained, which evidence shall be in the form of certificates of insurance, or if required by the Landlord or the Mortgagee, certified copies of each such insurance policy.

If the Tenant fails to take out or keep in force any insurance referred to in this Article IX, or should any such insurance not be approved by either the Landlord or the Mortgagee and should the Tenant not rectify the situation within forty‑eight (48) hours following receipt by the Tenant of written notice from the Landlord (stating, if the Landlord or the Mortgagee do not approve of such insurance, the reasons therefor), the Landlord shall have the right, without assuming any obligation in connection therewith, to effect such insurance at the sole cost of the Tenant and all outlays by the Landlord shall be payable by the Tenant to the Landlord and shall be due on the first day of the next month following said payment by the Landlord without prejudice to any other rights and remedies of the Landlord under this Lease.

In case of damage to the Leasehold Improvements, or any material part thereof, the proceeds of insurance in respect thereto shall be payable to the Landlord, and such proceeds shall be released to the Tenant (provided that the Tenant is not in default hereunder) upon the Tenant's written request for progress payments, at stages determined by a certificate of the Architect stating that repairs to each such stage have been satisfactorily completed free of liens by the Tenant or by the Tenant's contractors. In the event the Tenant defaults in making such repairs, the Landlord may, but shall not be obliged to, perform the repairs and the proceeds may be applied by the Landlord to the cost thereof. If this Lease expires or is terminated at a time when the Premises or Leasehold Improvements are damaged or destroyed as a result of a peril required to be insured against by the Tenant, the Tenant shall pay or assign to the Landlord, free of any encumbrance, an amount equal to the proceeds or the proceeds of insurance required to be maintained by the Tenant with respect to such damage or destruction.

The Tenant shall not do or permit anything to be done upon the Premises which the Tenant reasonably should know would shall cause the premium rate of insurance on the Building to be increased. If the premium rate of insurance on the Building shall be increased by reason of any use made of the Premises, the Tenant shall pay to the Landlord on demand the amount of such premium increase. In the event of an actual or threatened cancellation of any insurance on the Building or any adverse change thereto by the insurer by reason of the use or occupation of the Premises, and if the Tenant has failed to remedy the situation, use, condition, occupancy or other factor giving rise to such actual or threatened cancellation or adverse change within twenty‑four (24) hours after written notice thereof by the Landlord, then the Landlord may terminate this Lease by notice in writing to the Tenant or remedy the situation, use, condition, occupancy or other factor giving rise to such actual or threatened cancellation or change, all at the cost of the Tenant to be paid forthwith on demand, and for such purposes the Landlord shall have the right to enter upon the Premises without further notice.

The Landlord agrees to insure the Building and the machinery, boilers and equipment therein owned by the Landlord (specifically excluding any property which the Tenant is obliged to insure under this Article IX) against damage by fire and extended perils coverage in such reasonable amounts as would be carried by a prudent owner of an office building in the City of Markham of similar age and in a similar location. The Landlord will also carry public liability and property damage insurance with respect to the operation of the Building in such reasonable amounts as would be carried by a prudent owner, and any other forms of insurance as it or the Mortgagee may reasonably determine advisable. Notwithstanding that the Tenant shall be contributing to the Landlord's costs and premiums respecting such insurance, the Tenant shall not have any insurable or other interest in any of the Landlord's insurance other than the rights, if any, expressly set forth in this Lease, and in any event, the Tenant shall not have any interest in, nor any right to recover any proceeds under any of the Landlord's insurance policies.

The Tenant acknowledges and agrees that the Landlord and the Landlord Beneficiaries referred to in Section 9.10 below shall not be liable for any death or injury arising from or out of any occurrence in, upon, at or relating to the Lands or Building or for any loss of, or damage to, or loss of use of, property of the Tenant or of others that is located on or in the Premises or on or in any other part of the Building or Lands (whether or not such property has been entrusted to the Landlord or any of the Landlord Beneficiaries) or for any indirect or consequential loss or damage, whether or not unless the death, injury, loss or damage results from the act, omission, gross negligence or wilful misconduct of the Landlord or of any of the Landlord Beneficiaries. Without limiting the general intent of the preceding sentence, Subject to the foregoing, the Landlord and the Landlord Beneficiaries will not be liable for death, injury or damage to persons or property resulting from (a) fire, explosion, steam, water, rain, snow or gas which may leak into or issue or flow from any part of the Building or from the water, steam or drainage pipes or plumbing works of the Building or from any other place or quarter, (b) the operation, faulty operation, interruption, breakdown, condition or arrangement of any base building systems or other services provided by the Landlord under this Lease (including, without limitation, the electrical, mechanical, telecommunications and all utility systems and security services), or (c) the act, omission, negligence or misconduct of any tenant or occupant of space in the Building or Lands or on property adjacent to the Building or the Lands, or of the public or any person in or on the Building or the Lands. Without limiting the foregoing in any way, the Tenant hereby releases the Landlord and the Landlord Beneficiaries from all losses, damages and claims of any kind in respect of which the Tenant is required to maintain insurance under this Lease or is otherwise insured (including that part of any such loss, damage or claim below the level of the Tenant’s insurance deductibles).

Except to the extent resulting from the Landlord’s or Landlord Beneficiaries’ gross negligence or wilful misconduct, the Tenant shall indemnify the Landlord and the Landlord Beneficiaries referred to in Section 9.10 below and save them harmless from all losses, liabilities, damages, claims, demands, expenses and actions of any kind or nature (including loss of Rent payable by the Tenant under this Lease) in connection with any breach, violation or non‑performance by the Tenant of any covenant, term or provision of this Lease, or in connection with loss of life, personal injury, damage to, or loss of, or loss of use of, the property of any person or entity (including the Landlord and the Landlord Beneficiaries) or any other loss or injury arising from any occurrence on the Premises or arising from the

occupancy or use by the Tenant or any of its agents, contractors, employees, servants, licensees, concessionaires or invitees of the Premises, the Lands or the Building or of anyone permitted to be on the Premises by the Tenant, and against and from all reasonable costs, expenses and claim or action or proceeding brought thereon. In case the Landlord or any of the Landlord Beneficiaries, without fault on their part, is made a party to any litigation commenced by or against the Tenant, the Tenant shall hold the Landlord and the Landlord Beneficiaries harmless in connection with such litigation.

It is agreed that every indemnity, exclusion or release of liability and waiver of subrogation contained in this Lease or in any of the Tenant's insurance policies shall extend to and benefit each and every of the Landlord, any Mortgagee, the Manager and all of their respective servants, agents, directors, officers, employees and those for whom the Landlord and such other entities or persons are in law responsible (collectively, the "Landlord Beneficiaries"), it being understood and agreed that the Landlord is the agent or trustee of the Landlord Beneficiaries solely to the extent necessary for the Landlord Beneficiaries to take the benefit of this Section. The Landlord shall be under no obligation whatsoever to take any steps or actions on behalf of the Landlord Beneficiaries to enable them to obtain the benefits of this Section unless it chooses to do so in its sole and absolute discretion.

It is understood and agreed that, notwithstanding any other provision of this Lease, should the Premises at any time be partially or wholly destroyed or damaged by any cause whatsoever or should demolition of the Premises be necessitated thereby or should the Premises become unfit for occupancy by the Tenant:

or more of the Warehouse Premises, are damaged or destroyed, the Landlord may, by written notice to the Tenant within thirty (30) days of receipt of such opinion of the Architect, terminate this Lease and Rent shall cease and be adjusted as of the date of such occurrence, and the Tenant shall immediately vacate the Premises and surrender same to the Landlord; and

(i) if: [*****] or more of the Rentable Area of either the Office Premises or Warehouse Premises is at any time damaged or destroyed and the damaged or destroyed area specifically includes [*****]; and

(ii) in the opinion of the Architect, the Office Premises or Warehouse Premises cannot be repaired with reasonable diligence within [*****] of receipt of permits to repair such damage or destruction, then, the Tenant may, at its option, [*****]. If in the opinion of the Architect, the Office Premises or Warehouse Premises can be repaired with reasonable diligence within [*****] of receipt of permits to repair such damage or destruction, [*****], the Tenant may, at its option, [*****].

It is understood and agreed that, notwithstanding the other provisions of this Lease, should the Building at any time be partially or wholly destroyed or damaged by any cause whatsoever, or should demolition of the Building, or any part thereof, be necessitated thereby:

with the Landlord's obligations to repair under the provisions of Section 6.4 hereof. Upon substantial completion of the Landlord's work as it relates to the Premises the Landlord shall notify the Tenant, and the Tenant shall forthwith commence and expeditiously complete reconstruction and repair of the Premises, Leasehold Improvements and Trade Fixtures to the extent they are so affected, in accordance with the Tenant's obligations to repair under the provisions of Section 6.2 hereof;

It is understood and agreed by the Tenant that wherever a certificate of the Architect is required or deemed appropriate by the Landlord, the certificate of the Architect shall bind the parties hereto as to completion of construction of the Premises and the availability of services, the percentage of the Premises or Building destroyed or damaged and the number of days required to make repairs or reconstruct the state of tenantability of the Premises, and the state of completion of any work or repair of either the Landlord or the Tenant.

    

Whenever and to the extent that the Landlord or Tenant shall be unable to fulfil or shall be delayed or restricted in the fulfilment of any obligation hereunder in respect of the supply or provision of any service or utility or the doing of any work or the making of any repairs by reason of being unable to obtain the material, goods, equipment, service, utility or labour required to enable it to fulfil such obligation or by reason of any strike, work stoppage, statute, law or order in council or any regulation or order passed or made pursuant thereto or by reason of the order or direction of any administrator, controller or board, or any governmental department or officer or other authority, or by reason of not being able to obtain any permission or authority required thereby, or by reason of any other cause beyond its control whether of the foregoing character or not, the Landlord or Tenant shall be entitled to extend the time for fulfilment of such obligation by a time equal to the duration of such delay or restriction and the Landlord or Tenant shall not be entitled to any compensation for any inconvenience, nuisance or discomfort thereby occasioned. The provisions of this Section 11.1 shall not operate to excuse the Tenant from prompt payment of all sums required to be paid pursuant to the terms of this Lease.

If the Tenant is in default of any of its covenants, obligations or agreements under this Lease (other than its covenant to pay Rent) and such default shall have continued for a period of ten (10) consecutive days after written notice by the Landlord to the Tenant specifying with reasonable particularity the nature of such default and requiring the same to be remedied (or, if by reason of the nature thereof, such default cannot be cured by the payment of money and cannot with due diligence be wholly cured within such ten (10) day period, if the Tenant shall fail to proceed promptly to cure the same or shall thereafter fail to prosecute the curing of such default with due diligence), the Landlord, without prejudice to any other rights which it may have with respect to such default, may remedy such default and the cost thereof to the Landlord together with Interest thereon from the date such cost was incurred by the Landlord until repaid by the Tenant shall be treated as Additional Rent and added to the Rent due on the next succeeding date on which Basic Rent is payable. Notwithstanding the above, if the nature of the default is such that it can be wholly cured in less than ten (10) days, then the Landlord's notice shall stipulate such reasonable lesser period, and if the default is not remedied within the time period set out, the Landlord may remedy the default as set out above.

When:

reasonable particularity the nature of such default and requiring the same to be remedied, or, if by reason of the nature thereof, such default cannot be cured by the payment of money and cannot with due diligence be wholly cured within such ten (10) day period, if the Tenant has failed to proceed promptly to cure the same or has thereafter failed to prosecute the curing of such failure with due diligence;

then, and in any of such cases, the then current month's Rent together with the Rent for the three (3) months next ensuing shall immediately become due and payable, and at the option of the Landlord the Term shall become forfeited and void, and the Landlord without notice or any form of legal process whatever may forthwith re‑enter the Premises or any part thereof in the name of the whole and repossess the same as of its former estate, anything contained in any statute or law to the contrary notwithstanding. The Landlord may expel all persons and remove all property from the Premises and such property may be removed and sold or disposed of by the Landlord as it deems advisable or may be stored in a public warehouse or elsewhere at the cost and for the account of the Tenant without the Landlord being considered guilty of trespass or conversion or becoming liable for any loss or damage which may be occasioned thereby, provided, however, that such forfeiture shall be wholly without prejudice to the right of the Landlord to recover arrears of rent and damages for any antecedent default by the Tenant of its

covenants under this Lease. Should the Landlord at any time terminate this Lease by reason of any such event, then, in addition to any other remedies it may have, it may recover from the Tenant all damages it may incur as a result of such termination.

The Tenant agrees that the Landlord shall have the right to distrain for any arrears of Rent without notice to the Tenant, in addition to the other rights reserved to it. For such purpose the Landlord shall have the right to enter the Premises as agent of the Tenant either by force or otherwise without being liable for any prosecution therefor and to take possession of any goods and chattels whatever on the Premises, and to sell the same at public or private sale and apply the proceeds of such sale on account of the Rent or in satisfaction of the breach of any covenant, obligation or agreement of the Tenant under this Lease and the Tenant shall remain liable for the deficiency, if any. Notwithstanding anything contained in the Commercial Tenancies Act (Ontario), or any successor legislation or other statute which may hereafter be passed to take the place of the said act or to amend the same, none of the goods and chattels of the Tenant at any time during the continuance of the Term shall be exempt from levy by distress for Rent and the Tenant hereby waives all and every benefit that it could or might have under such act. Upon any claim being made for such exemption by the Tenant, or on distress being made by the Landlord, this provision may be pleaded as an estoppel against the Tenant in any action brought to test the right to the levying of distress upon any such goods.

In case of removal by the Tenant of the goods or chattels of the Tenant from the Premises, the Landlord may follow the same for thirty (30) days in the same manner as is provided for in the Commercial Tenancies Act, or any successor legislation or other statute which may hereafter be passed to take the place of the said act or to amend the same.

The rights and remedies given to the Landlord in this Lease are distinct, separate and cumulative, and no one of them, whether or not exercised by the Landlord shall be deemed to be in exclusion of any other rights or remedies provided in this Lease or by law or in equity.

No receipt of monies by the Landlord from the Tenant after the termination of this Lease shall reinstate, continue or extend the Term, or affect any notice previously given to enforce the payment of Rent then due or thereafter falling due or operate as a waiver of the right of the Landlord to recover possession of the Premises by proper action, proceeding or other remedy; it being agreed that, after the service of a notice to cancel this Lease and after the commencement of any action, proceeding or other remedy, or after a final order or judgment for possession of the Premises, the Landlord may demand, receive and collect any monies due, or thereafter falling due without in any manner affecting such notice, action, proceeding, order or judgment; and any and all such monies so collected shall be deemed payments on account of the use and occupation of the Premises or at the election of the Landlord on account of the Tenant's liability hereunder.

The Landlord and Tenant respectively agree that within ten (10) days after a written request therefor, they shall execute and deliver to the other or to such person as may be identified in the written request (but in no event more than twice in any year) a written statement certifying that this Lease is unmodified and is in full force and effect (or if modified stating the modifications and that this Lease is in full force and effect as modified), the amount of the Basic Rent and the date to which it as well as all other charges under this Lease have been paid, whether or not there is any existing default on the part of the Landlord or the Tenant of which the person signing the certificate has notice and giving as well such further information as the person requesting the certificate shall reasonably require.

If proceedings are brought for foreclosure, or if there is exercise of the power of sale or if there is an entry into possession of the Building or any part thereof pursuant to any mortgage, charge, deed of trust or any lien resulting from any other method of financing or refinancing made by the Landlord covering the Premises and the Building, the Tenant shall attorn to the mortgagee, chargee, lessee, trustee, other encumbrancer or the purchaser upon any such foreclosure or sale and recognize such mortgagee, chargee, lessee, trustee, other encumbrancer or the purchaser as the Landlord under this Lease provided that such mortgagee, chargee, lessee, trustee, other encumbrancer or purchaser grants to the Tenant a non-disturbance agreement in a form reasonably satisfactory to the parties.

The Tenant shall postpone and subordinate its rights under this Lease to the Mortgagee, and any mortgage or mortgages, or any lien resulting from any other method of financing or refinancing, now or hereafter in force against the Lands and Building or any part or parts thereof as it exists from time to time, and to all advances made or hereafter to be made upon the security thereof, provided that such Mortgagee grants to the Tenant a non-disturbance agreement in a form reasonably satisfactory to the parties.

13.3A    Non-Disturbance Agreement

If at any time during the currency of a mortgage of the interest of the Landlord in the Premises or Building, notice of which has been given to the Tenant, the Landlord shall be in default under this Lease and such default would give rise to a right in the Tenant to terminate this Lease, the Tenant, before becoming entitled as against the holder of such mortgage to exercise any right to terminate this Lease, shall give to such Mortgagee notice in writing of such default. Such Mortgagee shall have sixty (60) days after the giving of such notice, or such longer period as may be reasonable in the circumstances, within which to remedy such default, and if such default is remedied within such time the Tenant shall not by reason thereof terminate this Lease. The rights and privileges granted to any such Mortgagee by virtue of this Section shall not be deemed to alter, affect or prejudice any of the rights and remedies available to the Tenant as against the Landlord. Any notice to be given to such Mortgagee shall be deemed to have been properly given if mailed by registered mail to its most recent address of which the Tenant has notice.

If two or more individuals, corporations, partnerships or other business associations (or any combination of two or more thereof) sign this Lease as the Tenant, the liability of each such individual, corporation, partnership or other business association to pay Rent and to perform all other obligations hereunder shall be deemed to be joint and several. In like manner, if the Tenant is a partnership or other business association, the members of which are, by virtue of statute or general law, subject to personal liability, the liability of each such member shall be joint and several. The Tenant warrants and represents that it is duly formed and in good standing, and has full corporate or partnership authority, as the case may be, to enter into this Lease, and has taken all corporate or partnership action, as the case may be, necessary to make this Lease a valid and binding obligation, enforceable in accordance with its terms.

No provision of this Lease is intended to nor creates a joint venture or partnership or any other similar relationship between the Landlord and Tenant, it being agreed that the only relationship created by this Lease is that of landlord and tenant.

It is an express condition of this Lease that the provisions of the Planning Act, R.S.O 1990 c.P.13 and amendments thereto be complied with.

expressly waived in writing, the failure of the Landlord or the Tenant to insist in any case upon the strict performance of any of the terms, covenants or conditions contained in this Lease to be performed or observed by the other shall not be deemed to operate as a waiver of the future strict performance or observance of such terms, covenants and conditions.

The Landlord and the Tenant shall co‑operate in respect of any expropriation of all or any part of the Premises or the Lands and Building so that each party may receive the maximum award to which it is entitled in law. If the whole or any part of the Premises or of the Lands and Building are expropriated, as between the parties hereto, their respective rights and obligations under this Lease shall continue until the day on which the expropriating authority takes possession thereof. If, in the case of partial expropriation of the Premises this Lease is not frustrated by operation of governing law and such expropriation does not render the remaining part of the Premises untenantable for the purposes of this Lease, the Tenant and the Landlord shall restore the part not so taken in accordance with their respective repair obligations under the provisions of Article VI of this Lease. In this Section the word "expropriation" shall include a sale by the Landlord to any authority with powers of expropriation, in lieu of or under threat of expropriation.

Any notice required or contemplated by any provision of this Lease shall be given in writing and shall be signed by the party giving the notice, addressed, in the case of the Landlord to its Manager:

Triovest Realty Advisors Inc.

40 University Avenue, Suite 1200,

Toronto, Ontario

M5J 1T1

Attention: President; and

in the case of notice to the Tenant: Fluidigm Canada Inc. to it at the Premises; with a copy to:

in the case of notice to the Indemnifier to:

delivered or sent by facsimile, or by registered mail, postage prepaid, return receipt requested or overnight/international courier, as applicable. The time of giving of such notice if mailed shall be conclusively deemed to be : (i) if mailed, the fifth (5th) Business Day after the day of such mailing unless regular mail service is interrupted by strikes or other irregularities , (ii) such notice, if delivered or sent by facsimile, shall be conclusively deemed to have been given and received at the time of such delivery or the time of sending by facsimile unless received after 5:00 p.m. in which event such notice shall be deemed to have been given and received on the next Business Day, provided that the sender obtains confirmation of transmission and such notice is also provided by another means, (iii) if by overnight courier (for domestic delivery only), the next Business Day after the notice is deposited with the courier if before 5:00 pm and the following Business Day if after 5:00 p.m., and (iv) if by international courier, the second Business Day after the notice is deposited with the courier if before 5:00 pm and the third Business Day if after 5:00 p.m. If in this Lease two or more persons are named as Tenant, such notice shall be delivered personally to any one of such persons. Either party may, by notice to the other, from time to time designate another address in Canada to which notices mailed more than ten (10) days thereafter shall be addressed. Any notice to be given by the Landlord may be signed and given by the Landlord or by the Manager.

It is the purpose and intent of the Landlord and the Tenant that the Basic Rent shall be absolutely net and carefree to the Landlord, so that this Lease shall yield, the Basic Rent specified in each year during the Term without notice or demand, and free of any charges, assessments, impositions or deductions of any kind and without abatement, deduction or set‑off and under no circumstances or conditions whether now existing or hereafter arising whether beyond the present contemplation of the parties is the Landlord to be expected or required to make any payment of any kind whatsoever or to be subject to any other obligation or liability hereunder. All expenses and obligations of every kind and nature whatsoever relating to the Premises which may arise or become due during the Term of this Lease shall be paid by the Tenant and the Tenant shall indemnify and save harmless the Landlord from all costs of same.

There shall be no merger of this Lease nor of the leasehold estate created hereby with the fee estate in the Lands or any part thereof by reason of the fact that the same person, firm, corporation or entity may acquire or own or hold directly or indirectly: (a) this Lease or the leasehold estate created hereby or any

interest in this Lease or any such leasehold estate; and (b) the fee estate in the Lands or any part thereof or any interest in such fee estate. No such merger shall occur unless and until the Landlord, the Tenant and the Mortgagees (including a trustee for bondholders) shall join in a written instrument effecting such merger and shall duly record the same.

There are no covenants, representations, warranties, agreements or conditions expressed or implied, collateral or otherwise forming part of or in any way affecting or relating to this Lease or the Premises save as expressly set out in this Lease and this Lease constitutes the entire agreement between the Landlord and the Tenant and may not be amended or modified except by subsequent agreement in writing of equal formality executed by the Landlord and the Tenant. The submission of this Lease for examination does not constitute a reservation of or option for the Premises, and this Lease becomes effective as a lease only upon execution and delivery thereof by both the Landlord and the Tenant.

The Tenant shall not register this Lease on the title to the Lands. However, the Tenant may register a Notice of Lease on title to the Lands, at its sole cost, provided such Notice of Lease shall describe only the parties, the Premises and the Term. Such Notice of Lease shall be prepared by the Tenant's solicitors, and shall be subject to the prior written approval of Landlord and its solicitors, and shall be registered at the Tenant's expense. Upon expiry or termination of this Lease, the Tenant shall forthwith remove or discharge from title to the Lands any such Notice of Lease.

The Tenant shall not refer to the Building by any name other than that, if any, designated from time to time, in writing, by the Landlord, and the Tenant may use such designated name of the Building for the business address of the Tenant but for no other purpose.

This Lease shall be governed by and construed in accordance with the laws of the Province of Ontario.

All agreements, covenants and indemnifications in this Lease made by the Tenant shall survive the expiration or earlier termination of this Lease, anything to the contrary in this Lease notwithstanding.

The Landlord agrees that upon the Tenant duly paying the Rent hereby reserved and duly observing and performing the agreements, terms and conditions herein on its part to be observed and performed, the Tenant shall and may peaceably possess and enjoy the Premises for the Term without any hindrance, interruption or disturbance from the Landlord. If the Landlord is in default, the Tenant shall not have or exercise any right or remedy with respect thereto unless such default continues for 10 days or such longer period as may be reasonably required in the circumstances to cure such default after notice by the Tenant to the Landlord specifying reasonable details of the default and requiring it to be remedied but in no event may the Tenant withhold, delay, offset or deduct from payments of Rent due under this Lease.

This Lease and everything herein contained shall enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors, assigns and other legal representatives, as the case may be, of each and every one of the parties hereto, subject to the granting of consent by the Landlord to any Transfer, if required pursuant to the terms of this Lease.

The Tenant acknowledges and agrees that it will not, nor will it permit the Premises (or any part thereof) to be used for any purpose except the use specifically provided for in this Lease and for no purpose which is not permitted in the Building by any Authority or the Landlord.

The transfer or issue by sale, assignment, bequest, inheritance, operation of law, or other disposition, or by subscription, of any part or all of the corporate shares of the Tenant, so as to result in any change in the present effective voting control of the Tenant by the party or parties holding such voting control at the date of commencement of this Lease shall be deemed to be an assignment of this Lease, and the provision of Article VIII hereof shall apply mutatis mutandis. The Tenant shall make available to the Landlord, such books and records of the Tenant for inspection at all reasonable times, in order to ascertain whether there has, in effect, been a change in control.

The terms "assignment", "subletting" and “Transfer” in this Lease shall include the mortgaging or encumbering of this Lease, the Tenant's interest herein or the Premises or any part thereof and the occupation or parting with or sharing possession of all or any part of the Premises by any person, firm, partnership, or corporation, or any group or combination thereof. An assignment or transfer shall be construed so as to include an assignment or transfer by operation of law. "Sublease" means any transaction other than an assignment whereby any right of use, occupancy or possession (whether exclusive, non-exclusive, permanent or temporary) relating to the whole or any part of the Premises is conferred upon anyone (whether immediately, conditionally or contingently) and includes but is not limited to any sublease, sub-sublease, concession, franchise, licence agreement or any other arrangement (such as but not limited to a management agreement) conferring any such right of use, occupancy or possession and whether or not Tenant is a party thereto.

If two or more corporations, partnerships or other business associations (or any combination of two or more thereof) constitute the Landlord in this Lease, the liability of each such corporation, partnership or other business association hereunder is several. In the event of default by the Landlord under this Lease, the Tenant agrees that should it proceed against such corporations, partnerships or other business associations, it shall do so only in accordance with their several interests, as they may be from time to time.

Time shall be of the essence for this Lease and for every part hereof.

14.21    Counterparts:

This Lease may be executed in any number of counterparts. Each executed counterpart shall be deemed to be an original and all executed counterparts taken together shall constitute one agreement. Each of the parties hereto may execute this agreement by signing any such counterpart. This Lease may also be executed either in original, faxed and/or PDF form and the parties shall adopt any signatures received by a receiving fax machine and/or by PDF as original signatures of the parties.

In this Lease, unless there is something in the subject matter or context inconsistent therewith:

"Additional Rent" means the Proportionate Share of Realty Taxes and Operating Costs, payments for Utilities and light fixtures, and all other payments for Additional Services, and such other sums, excluding Basic Rent, otherwise payable by the Tenant in accordance with the terms of this Lease.

"Additional Services" means any service and/or supervision provided to the Tenant and supplied by the Landlord or by anyone authorized by the Landlord and not otherwise expressly provided for as a standard service under this Lease, including by way of example, steam cleaning of carpets, moving furniture, alterations to Leasehold Improvements, or providing air‑conditioning or ventilation for periods in excess of Normal Business Hours are each Additional Services.

"Architect" means the architect, surveyor or engineer from time to time appointed by the Landlord.

"Authority" means the federal, provincial, and municipal governments, the courts, administrative and quasi-judicial boards and tribunals and any other organizations or entities with the lawful authority to regulate, or having a power or right conferred at law or by or under a statute over, the Landlord, the Tenant, the Building, the Lands or the Premises including the businesses carried on therein;

"Basic Rent" means the basic rent payable by the Tenant pursuant to this Lease.

“BOMA” means the Standard Method for Measuring Floor Area in Office Buildings - American National Standard, as approved June 7, 1996 and known as BOMA ANSI Z65.1-1996.

"Building" means the buildings, structures, and improvements from time to time during the Term erected on the Lands together with all fixtures, sprinklers, elevators, escalators, heating, ventilating, air‑conditioning and mechanical and electrical equipment and machinery and water, gas, sewage, telephone and other communication facilities and electrical power services and Utilities comprised therein, belonging thereto, connected therewith or used in the operation thereof, and now or hereafter constructed, erected and installed therein and thereon, and all alterations, additions, and replacements thereto, and includes the Common Areas but excludes all Leasehold Improvements made, constructed, erected or installed therein by or on behalf of any tenant of premises therein. The municipal address of the Building is 1380 Rodick Road, Markham, Ontario.

"Capital Tax" means any tax or taxes payable by the Landlord to any taxing authority based upon or computed by reference to the value of the Building, or the capital or place of business of the Landlord and includes, without limitation, provincial capital tax and federal large corporations tax as now existing and as modified or supplemented from time to time. If the system of capital taxation shall be altered such that any new capital tax shall be levied or imposed in substitution for or in addition to Capital Tax from time to time levied or imposed, then any such new tax or levy shall be deemed to be Capital Tax or included in Capital Tax.

"Capital Tax for the Building" for any fiscal period means the amount calculated by multiplying the aggregate book value to the Landlord of the Lands and Building (and all equipment used in connection therewith) by the applicable Capital Tax rate imposed, from time to time, by the taxing authority having jurisdiction. Aggregate book value shall be net of depreciation and amortization, for financial statement purposes and determined as at the end of such fiscal period. The parties acknowledge that Capital Tax for the Building is an approximation based upon the concept of Capital Tax, and is not necessarily the actual Capital Tax paid or payable by the Landlord in respect of the Building. If the calculation of Capital Tax changes, then the Landlord may adjust its calculation of such amount to reasonably reflect such change.

"Common Areas" means:

"Contaminant" means any solid, liquid, or gaseous substance, any Hazardous Waste, any Toxic Substances, any odour, heat, sound vibration, radiation or combination of any of them that may, if Discharged, have an adverse effect on the environment or on people, property or the normal conduct of business;

"Discharge" means any spill, release, escape, emission, leak, pumping, pouring, emptying, discharge, injection, migration, disposal or movement of a Contaminant into the environment, the indoor or outdoor air, into or onto the ground, into the surface water or ground water, into the sewers or any watercourse, or into, onto or from the Premises or the Building.

"Environmental Law" means any statute, regulation, policy, directive, order, bylaw, ordinance, ruling, certificate, guideline, consent, approval and other legal requirement of any governmental Authority (whether federal, provincial or municipal), as well as any common law obligations or

requirements now or hereafter amended and in force relating in any way to the environment or health matters, occupational health and safety, transportation of dangerous goods, or the sale, storage, manufacture, disposal, use or any other dealings with any Contaminants, which affect the Premises or the Building or the Lands;

"Fiscal Period" means the period designated as such from time to time by the Landlord.

"Hazardous Waste" means any hazardous waste, hazardous product, deleterious substance, special waste, liquid industrial waste, microbial matter, dangerous goods or substance which is controlled or regulated under Environmental Law. For ease of reference, this includes, but is not limited to, any waste which is composed in whole or in part of substances which are: (i) corrosive, (ii) ignitable, (iii) pathological, (iv) radioactive, (v) reactive, or (vi) toxic; and liquid waste, whether or not from a commercial or industrial process, that cannot lawfully be disposed of through the municipal sewers.

"Interest" or "Interest Rate" means interest at a rate equivalent to three (3%) per cent per annum in excess of the prime lending rate of The Canadian Imperial Bank of Commerce, Main Branch, Toronto Ontario (or its successors) where the prime lending rate of such bank means the rate of interest (now commonly known as that Bank's "prime rate"), expressed as a rate per annum, charged by such bank in Toronto on demand loans made by it in Canadian dollars at such time.

"Lands" means the lands described in Schedule "A" annexed hereto as supplemented or diminished from time to time by the Landlord.

"Landlord's Improvements" means improvements to be constructed or installed in or to the Premises by the Landlord in accordance with the Landlord's working drawings prepared for the construction of the Building. By way of example, and without limiting the generality of the foregoing, Landlord's Improvements include ceilings, lighting, and window covering systems originally installed by the Landlord and standard to the Building. Any Landlord's Improvements from time to time modified by or on behalf of the Tenant so as to no longer be standard to the Building shall be considered Leasehold Improvements. Landlord's Improvements shall not include any Leasehold Improvements installed by the Landlord on behalf of the Tenant or a previous occupant of the Premises.

"Lease" means this document as originally signed, sealed and delivered and as amended, from time to time, which amendments shall be in writing, signed, sealed and delivered by the Landlord and Tenant.

"Leasehold Improvements" means all items generally considered to be leasehold improvements, including, without limitation, all fixtures, equipment, improvements, installations, alterations and additions from time to time made, erected or installed by or on behalf of the Tenant, or any previous occupant of the Premises, including, without limitation, any stairways for the exclusive use of the Tenant, all fixed partitions, light fixtures, plumbing fixtures, however affixed and whether or not movable, and all wall-to-wall carpeting other than carpeting laid over finished floors and affixed so as to be readily removable without damage, and all water, electrical, gas and sewage facilities, all heating, ventilating and air-conditioning equipment and facilities exclusively serving the Premises all telephone and other communication wiring and cabling leading from the base building distribution

panel to facilities located in the Premises, all cabinets, cupboards, shelving and all other items which cannot be removed without damage to the Premises; but excluding Trade Fixtures, furniture, unattached or free-standing partitions and equipment not in the nature of fixtures.

"Manager" means Landlord's authorized manager for the Building who may be changed from time to time and who is Triovest Realty Management Inc. at the date of signing this Lease.

"Mortgagee" means the Landlord's mortgagee(s) from time to time with respect to the Lands, the Building and/or this Lease, and includes a trustee for bondholders.

"Normal Business Hours" means the hours from 8:00 a.m. to 6:00 p.m. on Monday to Friday of each week except any statutory holiday or civic holiday in the City of Toronto, or the Province of Ontario.

“Office Component” means the portion or portions of the Building that Landlord reasonably designates from time to time to be used for office purposes, as may be expanded, altered or reduced from time to time, together with those portions of the Common Areas that exclusively serve those areas, and in which the Office Premises are situated.

"Operating Costs" means the total direct and indirect cost and expense, incurred, or accrued, whether by the Landlord, or by others on behalf of the Landlord, and allocated by the Landlord to the discharge of its obligations under this Lease, or incurred or accrued with respect to the ownership, supervision, maintenance, operation, cleaning, insuring, improvement, repair and replacement to the Lands and the Building, including without limiting the generality of the foregoing the total annual cost and expense of:

If the Landlord decides not to charge the full amount of any one or more of the foregoing costs and expenses in the year in which it is incurred, then any such uncharged portions may be charged in any subsequent years and there shall be included, interest at the Interest Rate on the uncharged portion of such costs and expenses from time to time outstanding. Indirect and offsite costs shall be determined and allocated by the Landlord to Operating Costs in accordance with the provisions of this Lease. Where any amount, cost or expense is to be determined, allocated, apportioned or attributed under any provision of this Lease, the Landlord shall do so and shall act reasonably in determining and applying criteria which are relevant to doing so and the Landlord may retain engineering, accounting, legal and other professional consultants to assist and advise in doing so. If the Lands and Buildings contain office, warehouse, retail or residential components then Landlord shall allocate Operating Costs between the various components depending upon the Landlord's determination of the amounts attributable to each component.

Provided that if the Building is not fully occupied for any period within the Term, the Operating Costs which vary with the level of occupancy of the Building (for example, the cost of janitorial services) may be adjusted to reflect full occupancy.

And provided further, Operating Costs shall not include the following, except to the extent set out above:

"Premises" means and shall be deemed to include (except where such meaning would be clearly repugnant to the context) the space demised and all Leasehold Improvements and Alterations therein. The space demised shall consist of the area shown cross hatched in blue on Schedule "B" and Schedule “B-1” attached hereto and shall be bounded by the unfinished interior surfaces of the perimeter walls and windows, the unfinished surfaces of interior load-bearing walls, the unfinished top of the floor slab and the unfinished bottom of the floor slab of the floor above excluding, however, any stairs and other areas within said boundaries which are not included in the calculation of Rentable Area and excluding pipes, wires, ducts, conduits and other elements of the Building systems constructed and installed by or for the Landlord including, without limitation, the HVAC system.

"Proportionate Share" means the proportion which the Rentable Area of the Premises is of the Total Rentable Area of the Building. If the Landlord determines that any component of Operating Costs is attributable to only part of the Building, then those costs may be divided only by the Rentable Area to which those costs are so determined to be attributable. Should Landlord determine that any component of Operating Costs is not attributable to the Premises, the Tenant shall remain responsible for payment of its Proportionate Share of that component of Operating Costs, as it relates to Common Areas.

"Realty Taxes" means all real estate, municipal or property taxes (including local improvement rates), levies, rates, duties, and assessments whatsoever imposed upon or in respect of any real property from time to time by any Authority, which may be levied or assessed against the Lands and Building, or the Landlord, or the owners of the Lands and Building, and any and all taxes which may, in the future, be levied on the Lands, the Building or the Landlord due to its ownership thereof in lieu of realty taxes or in addition thereto and the cost to Landlord or the owners of appealing such levies, rates, duties and assessments. Should the Lands and Building not be fully occupied or assessed as a commercial property for determination of Realty Taxes in any calendar year, then the Landlord shall adjust the Realty Taxes to an amount that would have been determined if the Building and Lands were fully occupied and assessed as a commercial property.

"Rent Commencement Date" is as defined in Section 1.9 hereof.

"Rent, rent, Rental or rental" means all payments and charges payable by the Tenant pursuant to this Lease, including without limitation the Basic Rent and the Additional Rent.

"Rentable Area" of any: (i) portion of the Building Office Component means the rentable area of floor areas determined in accordance with BOMA and adjusted from time to time to take account of any structural, functional or other change affecting same; and (ii) portion of the Warehouse Component means the rentable area of floor areas determined in accordance with BOMA/ SIOR 2009 Method B and adjusted from time to time to take account of any structural, functional or other change affecting same.

"Rental Taxes" means any tax or duty imposed upon the Landlord or the Tenant which is measured by or based in whole or in part upon the Rent payable under this Lease, whether existing at the date hereof or hereinafter imposed by any level of governmental authority, including without limitation, goods and services tax (if applicable), harmonized sales tax, consumption tax, value added tax, multi-stage tax, business transfer tax, sales tax, federal sales tax, excise taxes or duties, or any tax similar to any of the foregoing.

“Rules and Regulations” means the Rules and Regulations referred to in Section 2.3 of this Lease.

"Schedules" means the schedules appended to this Lease comprising:

Schedule A -    Legal Description

Schedule C -    Landlord's and Tenant's Work

Schedule C-1    Demolition Plans

Schedule D -    Rules and Regulations

"Tenant" includes the tenant named in this Lease and its respective successors and assigns, as the case may be.

"Term" means the initial term of this Lease as set out in Section 1.5 hereof, any renewal or extension term and any overholding period.

 

"Term Commencement Date" is defined in Section 1.5 hereof.

 

"Total Rentable Area of the Building" means the total sum of: (i) the aggregate of the Rentable Areas of each floor in the Building Office Component, determined in accordance with BOMA and adjusted from time to time to take account of any structural, functional or other change affecting the

same (the “Total Rentable Area of the Office Component”); and (ii) the aggregate of the Rentable Areas of each floor in the Warehouse Component determined in accordance with BOMA/ SIOR 2009 Method B, and adjusted from time to time to take account of any structural, functional or other change affecting the same (the “Total Rentable Area of the Warehouse Component”).

"Toxic Substances" means any substance which is listed on the List of Toxic Substances prescribed under the Environmental Protection Act (Canada) (as amended from time to time, or any replacement legislation), or is designated to be toxic or hazardous by an Authority.

"Trade Fixtures" means all items generally considered to be trade fixtures, including, without limitation, computers, and business equipment, built-in fridges, stoves, walk-in coolers, counters, bars, chairs, stools, tables, banquettes, racks, or any other equipment or fixtures used by the Tenant in its business, any of which have been installed in the Premises by or on behalf of the Tenant , but notwithstanding the foregoing, Trade Fixtures shall not include any Leasehold Improvements, any part of the electrical, plumbing, mechanical, sprinkler, heating, ventilating or air-conditioning equipment or systems, or any floor coverings, wall coverings or any part of the ceiling, whether or not installed by the Tenant or Landlord.

“Usable Area” means, in the case of premises consisting of part of a floor other than the ground floor of the Buildings, the floor area determined in accordance with BOMA and adjusted from time to time to take account of any structural, functional or other change affecting same.

"Utilities" means water, gas, fuel, electricity, telephone, waste disposal and other utilities or services or any combination thereof other than HVAC.

IN WITNESS WHEREOF the Landlord has executed this Lease on the 18^th day of August, in the year 2015.

LANDLORD: RODICK EQUITIES INC.        

Per: /s/ Julian Aziz    

Name: Julian Aziz                

Title: Authorized Signing Officer                                        

Per: /s/ Frank Del Vescovo    

Name: Frank Del Vescovo            

Title: Authorized Signing Officer        

            

I/We have authority to bind the Corporation

IN WITNESS WHEREOF the Tenant has executed this Lease on the 17^th day of August, in the year 2015.

TENANT: FLUIDIGM CANADA INC.

Per: /s/ Gajus V. Worthington    

Name: Gajus V. Worthington            

Title: Chief Executive Officer                    

    

Per: /s/ Vikram Jog    

Name: Vikram Jog                

Title: Chief Financial Officer            

I/We have authority to bind the Corporation

Signature page continued on page 61

IN WITNESS WHEREOF the Indemnifier has executed this Lease on the 17^th day of August, in the year 2015.

INDEMNIFIER: FLUIDIGM CORPORATION

Per: /s/ Gajus V. Worthington    

Name: Gajus V. Worthington            

Title: Chief Executive Officer            

Per: /s/ Vikram Jog    

Name: Vikram Jog                

Title: Chief Financial Officer            

I/We have authority to bind the Corporation

    

    

[*****].

All Tenant work is subject to the requirements of the attached "Tenant Construction Regulations". The Tenant shall, at its expense, complete the Premises in accordance with the standards of a first class office building using new materials, including but not limited to the installation of:

The flooring must be approved by the Landlord.

Any installation or relocation of ceiling tiles is at Tenant's expense.

All interior partitioning including the finishing thereof complete with millwork and fixtures.

Where a tenant leases the whole office floor, the finishing of the lobby floor, walls and ceiling, mechanical, electrical, and lighting services shall be at the tenant's expense, including floor finishes to washrooms if required.

Tenant signage proposals must be presented to the Landlord for written approval. Only those signs which are compatible with the Building and are tasteful in size, colour and logo will be approved.

Any modification to the Landlord's mechanical or electrical system required by the Tenant at the Tenant's expense, including an air balancing report as performed by the Landlord's designated contractor and reviewed and approved by the base building mechanical consultant.

Any modification to the Landlord's fire safety systems as may be required by those authorities having jurisdiction, shall be performed by the Landlord's base building contractor at the Tenant's expense.

All power distribution within the Premises distributed through partitions to be carried out at the Tenant's expense. The Landlord will supply and install in the meter socket provided, a kilowatt hour demand meter at the Tenant's expense.

All additional light fixtures, of any type, and relocation of base building light fixtures as required by the Tenant are at the Tenant's expense.

Telephone conduit, wiring and equipment required to serve the Premises distributed through partitions to be carried at the Tenant's expense.

Any modification to the Landlord's fire alarm and life safety system as may be required by those authorities having jurisdiction, shall be performed by the Landlord's base building contractor at the Tenant's expense.

Any modifications to Building controls required as a result of Tenant modifications shall be carried out exclusively by the Landlord's base building contractor at the Tenant's expense.

Any additions to the number of washroom fixtures required by code and the Tenant's staff population.

Any additional requirements of the Tenant over those specified in the Schedule "C" are at the Tenant's expense.

Based on the Landlord's experience and in order to incur the least amount of inconvenience to all concerned, the following rules and regulations are applicable to all tenants upon starting their construction work. These regulations will be enforced to ensure no interruption by tenant contractors to other businesses or public movement.

Unless otherwise expressly permitted or required by the Landlord, no Tenant's Work may commence and the Tenant may not have possession of the Premises until the following conditions are satisfied:

Drawings: The Landlord shall submit an outline plan of the Premises to the Tenant and the Tenant shall within sufficient time so as not to delay the commencement of the Term of the Lease, prepare and submit to the Landlord for approval one set of sepias and six complete sets of working drawings, CAD drawings and specifications for the Tenant's Improvements, as prepared by a qualified interior designer and engineer, both to be approved by the Landlord. The Tenant's submission shall include:

Scale: 1/8" = 1'-0".

Scale: 1/8" = 1'0".

Scale: 1/8" = 1'0".

Scale: 1/8" = 1'-0".

Approvals: No work for which drawings and specifications are required shall be commenced by the Tenant until said drawings and specifications have been approved in advance in writing by the Landlord and until the Tenant has secured approval thereof from every governmental Authority having jurisdiction and submitted proof of such approval to the Landlord. Under no circumstances shall the Tenant, its employees, its contractors, or its contractors' employees make any opening in the floors or walls of the Building (other than the Tenant's interior partitions) without the prior written approval of the Landlord.

Permits: The Tenant is responsible for obtaining, at its own expense, all approvals and/or permits pertaining to its space from all authorities having jurisdiction prior to commencement of construction. Building permits are obtained from the City of Markham.

A copy of the Tenant’s Plans and Specifications which the Landlord has approved, along with the building permit, must be kept on the site for the duration of the work and be available for viewing by the Landlord's representative at all times.

All approvals and permits should be posted in a visible location.

The Tenant must immediately correct any work which does not meet with the approval of the Building Inspector, notwithstanding the fact that the Tenant's Plans and Specifications have been approved previously by the appropriate governmental authorities and the Landlord. Any revisions to the Plans and Specifications requested by such authorities must be brought to the attention of the Landlord immediately. Should the Tenant unduly delay the required correction, the Landlord may make the correction at the Tenant's cost.

Contractor's

Insurance: Prior to the commencement of the Tenant's Work, the Tenant shall submit to the Landlord a fire and liability insurance certificate and any other insurance requirements from the Tenant's general contractor or from each of the Tenant's independent sub-contractors, as the case may be, in an amount not less than FIVE MILLION DOLLARS ($5,000,000.00) per occurrence, which liability insurance shall be on a comprehensive form and shall cover all hazards related to any work performed by any such general contractor or independent contractor, as the case may be, in or on the Premises.

Such policy or policies shall include the Landlord as an additional named insured and shall contain a cross-liability clause.

or Building: Any damage to the Premises or the Building caused by the Tenant or any of its employees, contractors, or workers shall be repaired forthwith by the Landlord at the Tenant's expense or by the Tenant with the Landlord's approval.

Any base building items such as lights, air diffusers, etc. that are removed by the Tenant's contractors shall be turned over to the Landlord and stored in the location designated by the Landlord.

Tenant's Workers: All of the Tenant's Work will be performed by competent workers whose labour affiliations or non-affiliations, as the case may be, will not be incompatible with those of the Landlord's workers or the workers of any of the Landlord's contractors. If any of the labour affiliations or non-affiliations, as the case may be, of the workers performing the Tenant's Work are incompatible in the Landlord's sole opinion, with those of the Landlord's workers or the workers of any of the Landlord's contractors, the Tenant shall remove from the work-site immediately upon the Landlord's request, all its workers whose labour affiliation or non-affiliations are so incompatible.

Approval: The Tenant shall prepare and submit to the Landlord for approval, a list of all contractors to be engaged in the construction of the Tenant's work together with written evidence that each is in good standing with the Worker's Compensation Board. The Landlord maintains the right to determine the acceptability of any trade or supplier to undertake work upon, or supply goods or materials to, the Premises.

Unless the Landlord otherwise consents in writing, the Tenant shall employ the Landlord's interior contractor in the completion of the Tenant's Work, except for all modifications required to the Landlord's mechanical and electrical systems.

Such mechanical and electrical modifications to the base building shall be carried out by the Landlord at the Tenant's expense. Should the Tenant choose to engage an interior contractor other than the Landlord's interior contractor, the Tenant shall pay to the Landlord with respect to the conduct of the Tenant's Improvements all direct costs incurred by the Landlord including, but not limited to, power consumption, hoisting, security and supervision, said costs to be payable upon demand.

Safety: It is the responsibility of the Tenant to ensure that its contractors exercise all caution in matters relating to public and construction safety and to comply with the standards established by authorities having jurisdiction. From time to time, the Landlord or the Landlord's general contractor may issue to a Tenant's contractor safety instructions which must be strictly adhered to. All work is governed by the latest Construction Safety Act and the Tenant's contractor must abide by the Landlord's representative in these areas when required.

Hours: The Tenant's contractors and suppliers will be subject to restrictions which may be imposed by the Landlord's contractor and/or the Landlord in regard to the hours of work, scheduling and coordination of work.

Service: The Landlord, through its contractor when active on site, may provide, at the Tenant's expense, temporary electrical service required during the Tenant's construction phase.

Ratings: During construction and/or demolition, care must be taken by the Tenant and its contractor to maintain existing fire walls, fire proofing and fire dampers in duct work, notwithstanding any other work that may affect the fire rating requirements of authorities having jurisdiction. If any damage to the fire rating is caused by the Tenant, the Landlord will advise the Tenant to perform the necessary repairs or the Landlord will repair such damage at the Tenant's expense.

Codes: It is the Tenant's responsibility to fully comply with all applicable governing codes and ordinances for their occupancy type.

Work: Any additional work (whether as hereinbefore set out, or otherwise) performed by the Landlord specifically for Tenant and any excess or additional cost in the Landlord's Work occasioned by the Tenant's requirements shall be paid for by the Tenant on demand, which may be prior to the commencement of such work. The amount so payable by the Tenant shall be the total cost to the Landlord including architectural and engineering fees plus a further ten percent (10%) of that total cost for the Landlord's overhead and supervision.

Right: The Landlord reserves the right to prohibit the Tenant, its contractors, employees and workmen from working on any part or parts of the Premises, and to have such work carried out by a party or parties designated by the Landlord at the Tenant's expense, providing that it is understood that the Landlord will only exercise its said right in order to:

Deficiencies: The Tenant shall make good any deficiencies discovered by the Landlord's Tenant Coordinator or by the Building inspectors whether in its own Premises or in adjacent premises affected by the Tenant's construction. Failure to comply to a written request within thirty (30) days will cause the Landlord to correct Tenant deficiencies at the Tenant's expense.

Clean-Up: The Tenant should ensure proper clean-up of all areas related to its work to the satisfaction of the Landlord prior to opening for business.

Any damage or construction staining should be repaired or removed immediately by the              Tenant.

Drawings: The Tenant is required to carry out its construction work in strict accordance with the approved drawings. Changes must be approved by the Landlord and recorded in "as-built" drawings and provided to the Tenant Coordinator at the conclusion of construction. The "as-built" drawings must be submitted to the Landlord on a standard 3 1/2" inch disc in AutoCad format or compatible software. The CADD layering standards must be the same as the ARIDO CADD Graphic Standards Item 3.4 Drawing Group, Release 2.0, dated March, 1993.

The Tenant must provide the Landlord with one (1) set of good quality sepia prints of all drawings, documenting as-built conditions within four (4) weeks of construction completion.

Prior to any final payments by the Landlord, a "signing-off" by the Tenant Coordinator that the Tenant’s Work has been carried out in an acceptable manner to the Landlord must be obtained. Failure to obtain this approval may result in the Landlord having to complete or re-construct

some components of the Tenant’s Work in order to achieve the standards of the Building, with the costs being charged to the Tenant.

Declaration: On completion of Tenant's Work, the Tenant shall forthwith furnish to the Landlord two (2) statutory declarations, one from itself and one from its general contractor, each declaration stating that there are no construction liens outstanding against the Premises or the Building on account of the Tenant's Work and that all accounts for work, service and materials have been paid in full with respect to all of the Tenant's Work, together with evidence in writing (from both the Tenant and the general contractor) satisfactory to the Landlord that all assessments under the Worker's Compensation Act have been paid.

Liens: In accordance with this Lease, the Tenant shall promptly pay all charges incurred by or on behalf of the Tenant for any work, materials or services which may be done, supplied or performed at any time in respect of the Premises and shall, within five (5) days after notice thereof is given to the Tenant, discharge any liens arising therefrom at any time filed against the Premises or the Building or any part thereof.

Fees: The Tenant shall pay to the Landlord a tenant coordination fee (the “Tenant Coordination Fee”) of [*****] ($[*****])[*****] per square foot of the Rentable Area of the Office Premises and the Warehouse Premises. Such payment is in consideration of the Landlord's supervision and/or coordination of any Alterations performed by or on behalf of the Tenant in the Premises during the Term. The Tenant Coordination Fee shall be due and payable by the Tenant to the Landlord upon demand.

The Tenant shall observe the following Rules and Regulations (as amended, modified or supplemented from time to time by the Landlord as provided in this Lease):

 

 

employees and agents of the Landlord. The Landlord shall be under no responsibility for failure to enforce this rule.

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)    carry out at least monthly a roach spraying program, and provide evidence thereof to the Landlord; and

 

(a)clean all exhaust ducts at least twice yearly, and provide evidence thereof to the Landlord.

Provided the Tenant is not in default of the terms under this Lease, the Landlord will pay to the Tenant, a leasehold allowance in an amount equal to [*****] ([*****])[*****] (the “Allowance”) towards the cost of the Tenant’s Leasehold Improvements of the Premises. Payment of the Allowance will be made on the latter of the following:

[*****], any work completed or in the process of completion in respect of the Premises must be repaired and returned to the original condition they were in prior to the installations and work. The Tenant shall repay the Landlord, in full, any expenses incurred by the Landlord in respect of the Premises (the “Landlord’s Expenses”) on written demand by the Landlord, [*****]. The Landlord’s Expenses shall include but not be limited to permit drawings and fees, expenses in respect of the installation of a demising wall in the Warehouse Premises, the cost of installing air conditioning in the Warehouse Premises and demolition costs.

The Tenant shall execute a surrender agreement in a form reasonably agreed to by the parties to give effect to the foregoing and shall deliver vacant possession of the Premises to the Landlord on the termination date in accordance with the provisions of this Lease.

(i)    Provided the Tenant is not in default of the terms under this Lease and is itself in physical occupancy of the whole of the Premises, the Tenant will have a, continuous, non-assignable, right of first offer to lease certain premises comprising a Rentable Area of approximately seven thousand, five hundred and sixty -seven (7,567) square feet, designated as Suite 402, located on the fourth floor of the Office Component, as shown outlined in “red” on the plan attached to this Lease as Schedule “F” (the “First Offer Space”).

During the Term (but not in any extension thereof), the Landlord will notify the Tenant if and when all or a portion of the First Offer Space becomes vacant and available for leasing (the “Relevant Space”) by providing the Tenant with a written leasing proposal setting forth the terms of the Relevant Space, [*****]. The Tenant will notify the Landlord, in writing, that it agrees to lease the Relevant Space [*****] no later than [*****] following the receipt of same, failing which this right of first offer, as it relates to the Relevant Space, shall be null and void and the Landlord shall be free to lease the Relevant Space, provided that such lease is entered into within [*****] of such notice and upon substantially the same terms proposed to the Tenant. In the event the First Offer Space becomes vacant again and available for leasing this right of first offer shall apply again. at any time during the Term to any other party.

[*****].

Despite the provisions of this section, Landlord may [*****].

The Tenant hereby confirms that: [*****]

(ii)    Provided the Tenant is not in default of the terms under this Lease and is itself in physical occupancy of the whole of the Premises, the Tenant will have a, continuous, non-assignable, right of first offer to lease certain premises comprising a Rentable Area of approximately twenty-four thousand and forty-nine (24,049).square feet which is the balance of the Warehouse Component, as shown outlined in “red” on the plan attached to this Lease as Schedule “G” (the “Warehouse First Offer Space”).

During the Term (but not in any extension thereof), the Landlord will notify the Tenant if and when all or a portion of the Warehouse First Offer Space becomes vacant and available for leasing (the “Relevant Warehouse Space”) by providing the Tenant with a written leasing proposal setting forth the terms of the Relevant Warehouse Space, [*****]. The Tenant will notify the Landlord, in writing, that it agrees to lease the Relevant Warehouse Space [*****] no later than [*****] following the receipt of same, failing which this right of first offer, as it relates to the Relevant Warehouse Space, shall be null and void and the Landlord shall be free to lease the Relevant Warehouse Space, provided that such lease is entered into within [*****] of such notice and upon substantially the same terms proposed to the Tenant. In the event the Warehouse First Offer Space becomes vacant again and available for leasing this right of first offer shall apply again. at any time during the Term to any other party.

[*****].

Despite the provisions of this section, Landlord may [*****].

The Tenant hereby confirms that: [*****].

E.    PARKING

The Tenant shall be entitled to utilize the Building’s unreserved parking stalls, at no cost, (save and except for any Operating Costs incurred by the Landlord in respect of the Building’s parking areas) for the duration of the Term and any subsequent extension thereof. The Tenant’s allocated parking ratio shall be three and one - half (3.5) spaces per one thousand square feet of Rentable Area of the Premises, on a

“first come-first served” basis. In the event that the Tenant exercises its rights under Section D above, any parking spaces will be provided at the standard ratio for the Building.

F.    GENERATOR

Tenant may, at its sole expense (which shall include any upgrades required to the Building), with the prior approval of Landlord, which approval shall not be unreasonably withheld, install an exterior,10 KW, generator, on the Building’s roof, as well as and any related equipment, including necessary connections and wires (collectively the “Equipment”), for supplying back-up power to the laboratory equipment in the Office Premises, at a location determined by Landlord. Landlord’s approval of such Equipment is conditional upon the following:

a.    the Tenant shall provide the Landlord with all the specifications of the Equipment for the Landlord’s review and approval for a structural review by the Landlord’s engineer. This engineering review shall be at the Tenant’s sole cost;

b.    Tenant shall also be responsible for all costs related to the operation, maintenance and repair of the Equipment;

c.    the Equipment shall be for the exclusive use of the Tenant and shall not be used and or connected to by any other tenant or occupant of the Building nor shall it be used for the generation or sale of electricity;

d.    that all necessary work in respect of the installation of the Equipment shall be performed by Tenant at its expense. Prior to the commencement of any work, Tenant shall, at its sole expense, secure all necessary consents, permits and authorizations and deliver to Landlord a copy thereof immediately upon demand. Landlord does not warrant that any such consents, authorizations or permits will be obtained by Tenant;

e.    In the event that any competent authority having jurisdiction notifies Landlord or Tenant that the installation and operation of the Equipment is not in accordance with any applicable laws, by laws, regulations and ordinances, Tenant shall proceed diligently in order to rectify the situation, in default of which, Tenant shall remove the Equipment in the shortest possible delay;

f.    that any damage whatsoever arising from the Equipment shall be Tenant’s sole responsibility and Tenant shall hold harmless and indemnify Landlord from and against any damage or loss, howsoever termed or qualified, which Landlord may suffer pursuant to any claim, action or other form of legal proceedings and take up its defence against all claims, actions or other form of legal proceedings;

g.    that, should Landlord require the removal or relocation of the Equipment in order to proceed with improvements to the Building, Tenant shall, at Tenant’s expense, remove or relocate such Equipment to a location designated by Landlord;

h.    that Tenant shall obtain all necessary additional insurance coverage which may be required due to the installation of the Equipment;

i.    that Tenant shall at all times take all steps required so that the Equipment installed shall not cause any interference with any other generator or equipment installed in or on the Building by any other party, failing which Tenant shall alter the Equipment and/or its method of operation so that no interference is caused by any Equipment in question or, should such remedial action not be possible or effective, immediately cease its operation of the Equipment and remove same without delay;

j.    that, except as otherwise specified herein, all the provisions of the Lease shall apply, mutatis mutandis, to the Equipment including, without limitation, the provisions in respect of modifications to the Building, defaults by Tenant and Landlord’s recourses;

k.    Should the Landlord request in writing the removal of the Equipment after the expiry of the Term, or any extension thereof, or earlier termination of the Lease, the Tenant shall remove, at its sole cost, the Equipment within 10 days and repair all damage to the Building and Lands caused by the installation and/or removal of the Equipment, including, without limitation, any damage to the roof and/or roof membrane of the Building, in default of which, Landlord shall proceed to such removal and repair, at the Tenant’s expense.

G.    EXISTING FURNITURE

The Landlord hereby transfers to the Tenant, on an “as-is, where-is” basis, without representation or warranty of any kind or nature, whatever right, title and interest, if any, it may have to the furniture now existing in the Office Premises, which was abandoned by the previous tenant, and the Tenant hereby assumes all obligations for removal of said furniture that may exist at the end of the Term.

H.    LANDLORD’S REPRESENTATIONS AND WARRANTIES

The Landlord represents and warrants to the Tenant and acknowledges and agrees that the Tenant has relied thereon in entering into this Lease and accepting the tenancy created hereunder, that as of the date hereof:

(i) it is not aware, to the best of its knowledge, of the existence of any Contaminants in the Premises that contravene current legislated guidelines or levels;

(ii) to the best of its knowledge , the Building complies with all applicable laws, regulations, bylaws, codes and ordinances and other legal requirements of any governmental authority having jurisdiction over the Building;

(iii) the Building structure, roof, and permanent building walls (except for interior faces facing into the Premises), equipment installed by the Landlord to heat, ventilate, and air-condition the Building,

and systems installed by the Landlord for the distribution of Utilities and the Common Areas including the elevators are in good working order; and

(iv) the Landlord is the beneficial and registered owner and has good and marketable title to the Lands and Premises.

THIS AGREEMENT is dated the 17th day of August, 2015

B E T W E E N:

In order to induce the Landlord to enter into the Lease dated the 17th day of August, 2015 (the "Lease"), made between the Landlord and Fluidigm Canada Inc., as Tenant, in respect of an aggregate area of 41,145 square feet, comprised of: (i) Suites 400 and 401, containing thirty thousand and nineteen (30,019) square feet of Rentable Area (the “Office Premises”) and a portion of the warehouse, containing a Rentable Area of approximately eleven thousand, one hundred and twenty-six (11,126) square feet (the “Warehouse Premises”), (the Office Premises and Warehouse Premises are hereinafter collectively referred to herein as the “Premises”) located at 1380 Rodick Road, Markham, Ontario (the “Building”) and for other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the Indemnifier hereby makes the following indemnity and agreement (the "Indemnity") with and in favour of the Landlord:

certainty, that part of the Term of the Lease and any extensions or renewals thereof which would have followed had the Unexpected Termination not occurred.

of the Premises by the Landlord provided, however, that the net payments received by the Landlord after deducting all costs and expenses of repossessing and reletting the Premises shall be credited from time to time by the Landlord against the indebtedness of the Indemnifier hereunder and the Indemnifier shall pay any balance owing to the Landlord from time to time immediately upon demand.

IN WITNESS WHEREOF, the Landlord and the Indemnifier have signed and sealed this Agreement.