Lease Modification Agreement, effective October 5, 2020, by and between the Company and Redstone Enterprises Ltd

By a Lease dated in 2001 (the “Original Lease”) between Discovery Parks Incorporated  (the “Original Landlord”) and Xenon Genetics Inc. (the “Original Tenant”), the Original Landlord demised unto the Original Tenant, for and during a period of Ten (10) years expiring on April 14, 2011 (the “Original Term”), certain space located at 3650 Gilmore Way, Burnaby, British Columbia (the “Original Premises”), comprising approximately 56,776 square feet of rentable area; more or less, as more particularly described in the Original Lease;

Concert Real Estate Corporation (the “Second Landlord”) was the immediate successor in interest to the Original Landlord;

The Tenant is the successor in interest to the Original Tenant;

By a Lease Extension and Modification Agreement dated November 8, 2010 (the “First Modification”) between the Second Landlord and Tenant, the parties agreed to extend the Original Term of the Lease by Four (4) months and Sixteen (16) days, expiring August 31, 2011 (the “First Extended Term”), as more particularly described in the First Modification;

By a Lease Extension and Modification Agreement dated February 7, 2011 (the “Second Modification”) between the Second Landlord and Tenant, the parties agreed to extend the First Extended Term of the Original Lease by an additional Four (4) months, expiring December 31, 2011 (the “Second Extended Term”), as more particularly described in the Second Modification;

By a Lease Extension and Modification Agreement dated June 1, 2011 (the “Third Modification”) between the Second Landlord and the Tenant, the parties agreed to extend the Second Extended Term of the Original Lease by an additional Three (3) months, expiring March 31, 2012 (the “Third Extended Term”), as more particularly described in the Third Modification;

By a letter dated September 30, 2011 (the “Surrender Letter”) the Tenant notified the Second Landlord that the Tenant had exercised its right to surrender a portion of the Original Premises, as more particularly described in the Surrender Letter;

By a Lease Extension and Modification Agreement dated October 27, 2011 (the “Fourth Modification”) between the Second Landlord and the Tenant, the parties agreed to modify the rentable area of the Original Premises to approximately 34,000 square feet, modify the building to include common area for multitenancy, and to extend the Third Extended Term of the Original Lease by Ten (10) years (the “Fourth Extended Term”) expiring on March 31, 2022, as more particularly described in the Fourth Modification;

By a Lease Modification Agreement dated July 18, 2013 (the “Fifth Modification”) between the Second Landlord and the Tenant, the parties agreed to amend the rentable area of the lease to 30,600 square feet, as more particularly described in the Fifth Modification;

The Landlord is the successor in interest to the Second Landlord;

By a Lease Modification Agreement dated July 18, 2014 (the “Sixth Modification”) between the Landlord and the Tenant, the parties agreed to expand the Original Premises to include approximately 3,000 square feet of rentable area designated as Unit 310A, and amend the total rentable area of the lease to 33,600 square feet, as more particularly described in the Sixth Modification;

By a Lease Modification Agreement dated June 26, 2015 (the “Seventh Modification”) between the Landlord and the Tenant, the parties agreed to expand the Original Premises to include approximately 2,737 square feet of rentable area designated as Unit 310B, and amend the total rentable area of the lease to 36,337 square feet, as more particularly described in the Seventh Modification;

By a Lease Modification Agreement dated December 14, 2015 (the “Eighth Modification”) between the Landlord and the Tenant, the parties agreed to expand the Original Premises to include approximately 4,995 square feet of rentable area designated as Unit 310C, and amend the total rentable area of the lease to 41,332 square feet, as more particularly described in the Eighth Modification;

The Original Lease, the Surrender Letter and the First Modification through Eighth Modification, collectively will be referred to herein, as the Lease; and

The Landlord and the Tenant have agreed to expand the Original Premises and extend the Fourth Extended Term of the Lease in the manner set out herein (the “Agreement”).

For the purposes of this Agreement and unless there is a definition specifically herein contained, any words, terms or phrases that are defined in the Lease shall have the same meaning herein.

Unit 310C Term: The Landlord and Tenant hereby agree to extend the term of the Lease for Unit 310C, commencing April 1, 2021 and expiring coterminously with the remaining Fourth Extended Term, being March 31, 2022 (the “Unit 310C Extended Term”), on and subject to the terms of the Lease, except as amended herein. The Basic Rent for the Unit 310C Extended Term shall be in accordance with the Basic Rent outlined in the last year of the term of the Eighth Modification, being $16.50 per square foot of rentable area per annum. The First Extended Term, the Second Extended Term, the Third Extended Term, the Fourth Extended Term and the Unit 310C Extended Term, collectively will be referred to herein, as the “Term”. For greater certainty, the Term for the Original Premises, consisting of approximately 41,332 square feet of rentable area, shall expire coterminously on March 31, 2022.

Expansion Premises: The Landlord and Tenant hereby agree to expand the Original Premises of the Lease to include approximately  3,888 square feet of rentable area, designated as Unit 110 (the “Unit 110 Premises”) commencing December 1, 2020 and expiring coterminously with the Fourth Extended Term, being March 31, 2022 (the “Unit 110 Premises Term”), and approximately 6,184 square feet of rentable area, designated as Unit 330  (the “Unit 330 Premises”) commencing January 1, 2021 and expiring coterminously with the Fourth Extended Term, being March 31, 2022 (the “Unit 330 Premises Term”), together approximately 10,072 square feet of rentable area, as shown on the attached Schedule “A”,  on and subject to the terms of the Lease, except as amended herein.

Basic Rent: For the remainder of the Term, the Basic Rent payable for the Unit 110 Premises and the Unit 330 Premises will be as follows on the first day of each and every calendar month:

For greater certainty, the Tenant shall also pay all Additional Rent and any and all other amounts due as required, in accordance with the Lease, throughout the Term for the Unit 110 Premises and the Unit 330 Premises.

Fifth Extended Term: The Landlord and Tenant hereby agree to extend the Term of the Lease for the Original Premises, Unit 110 Premises and Unit 330 Premises (collectively, hereinafter referred to as the “Leased Premises” consisting of 51,404 square feet of rentable area) by Three (3) months commencing on April 1, 2022 and ending on June 30, 2022 (the “Fifth Extended Term”) on and subject to the terms of the Lease, except as amended herein.

Basic Rent: For the Fifth Extended Term, the Basic Rent payable for the Leased Premises will be as follows on the first day of each and every calendar month:

For greater certainty, the Tenant shall also pay all Additional Rent and any and all other amounts due as required, in accordance with the Lease, throughout the Fifth Extended Term for the Leased Premises.

Condition of Premises: Save and except for any of the Landlord's obligations to maintain and repair the Original Premises, as set out in the Lease, the Tenant acknowledges that the Landlord is leasing the Unit 110 Premises and the Unit 330 Premises to the Tenant on an “as is, where is” basis, that the Landlord has no obligation to make or carry out any improvements, alterations or other work to prepare the Unit 110 Premises or the Unit 330 Premises for occupancy by the Tenant and that the Landlord has no obligation to provide any tenant improvement allowance, free rent or other inducement to the Tenant or otherwise with respect to the Term, or Fifth Extended Term, of the Lease provided for in this Agreement, save for those items outlined in Schedule “B” (“Special Provisions”).

Tenant Rights: Section (2)(t), 33, 34 and 35 of the Fourth Modification, outlining new articles of the Lease being Article 33 (First Opportunity to Lease), 34 (Option to Renew) and 35 (Option To Terminate), along with Section 6 of the Eighth Modification, outlining Article 35 of the Lease (Rights of Termination) are hereby deleted in their entirety and of no further force and effect. The Landlord and Tenant hereby confirm the Tenant has no claim, option, right of termination or other surrender right(s) within the Lease, save for those outlined in Special Provisions on the attached Schedule “B”.

For clarity, the Landlord and the Tenant confirm and agree that the Allowance referenced in clause 5 of the Fourth Modification, clause 10 of the Fifth Modification and clause 7 of the Sixth Modification is applicable to any Tenant’s Leasehold Improvements that the Tenant may make to any portion of the Leased Premises, including Units 110 and 330, throughout the current Term, the Fifth Extended Term and any renewals per Section 3 of Schedule B attached herein, subject to the terms and conditions of the Lease.

Parking: The Landlord and Tenant agree, subsequent to the parking allotment outlined in Article 36 of the Lease, as modified by Section 2(t) of the Fourth Modification, and further modified under Section 7 of the Fifth Modification for the Original Premises, the Tenant shall be provided ten (10) additional parking stalls effective upon November 1, 2020 for the Unit 110 Premises, and fifteen (15) additional stalls effective upon January 1, 2021 for the Unit 330 Premises, both free of charge for the remainder of the Fourth Extended Term.

The parties confirm and ratify the terms and conditions contained in the Lease as amended by this Agreement.

This Agreement will, from the date of this Agreement, be read and construed together with the Lease, and this Agreement, as amended hereby, shall continue in full force and effect for the remainder of the Term of the Lease in accordance with the terms thereof and hereof.

This Agreement will enure to the benefit of and be binding upon the heirs, executors, administrators, successors and permitted assigns of the parties.

This Agreement may be executed and delivered (including by facsimile or electronic transmission) in any number of counterparts, each of which when delivered shall be deemed to be an original and all of which together shall constitute one and the same document.

The Landlord acknowledges that it is holding a Security Deposit in the amount of $89,964.00, in accordance with the Lease.

Time is of the essence in this Agreement.

Landlord’s Work.  The Unit 110 Premises, and Unit 330 Premises will be delivered in an as-is where-is condition save for the following which shall be done by the Landlord at the Landlord’s sole cost and expense, using reasonable commercial efforts and subject to city timeline and permitting process prior to the commencement of the Unit 110 Premises, and Unit 330 Premises, respectively, and completed to all applicable building codes.

Ensure all mechanical, HVAC, life safety and electrical systems are functional and in good working condition;

Replace any damaged or stained ceiling tiles with new or like new ceiling tiles; and

Repair any damage caused by Landlord’s Work.

Tenant Improvement Allowance

This Agreement has been executed and delivered by the Tenant in form acceptable to the Landlord, and the Tenant is not in default thereof.

The Term has commenced and the Tenant has taken occupancy of the Premises in accordance with the Lease.

All necessary permits and approvals for all aspects of the Tenant’s Work have been obtained.

The occupancy permit has been obtained from the Authority having jurisdiction.

The Tenant has provided the Landlord with an invoice for the Tenant Improvement Allowance which includes its current and valid tax registration number(s) and all necessary breakdowns and backup information as required by the Landlord.

The Tenant has completed all the Tenant’s Work in strict accordance with the requirements of the Lease and the plans and specifications approved by the Landlord.

There are no liens, claims or charges outstanding with respect to the Tenant's Work and sufficient evidence thereof is provided to the Landlord.

The Tenant has executed and delivered a statutory declaration of a senior officer as to the actual cost of The Tenant's Work and confirming the payment thereof in full.

Option to Extend

the Tenant is not and has not been in default under the Lease;

the Lease has not previously been terminated;

no Transfer affecting the Tenant, the Leased Premises or the Lease has occurred; and

the Tenant gives to the Landlord written notice of its intention to extend the Fifth Extended Term of the Lease not less than six (6) months prior to the expiry of the Fifth Extended Term,

The entire Lease Premises, consisting of approximately 51,404 square feet of rentable area;

The entire first (1^st) and entire second (2^nd) floor premises, and the IT Room and Unit 200, consisting of approximately 34,488 square feet of rentable area; OR

The entire first (1^st) floor premises, the entire second (2^nd) floor premises, and the then available portion of the third (3^rd) floor premises. consisting of not less than 37,225 square feet of total rentable area. Any demising of the third (3^rd) floor shall be subject to Landlord’s prior approval, acting reasonably.

the annual Basic Rent payable during the last prior year of the Fifth Extended Term; or

the fair market annual Basic Rent for the Premises as agreed upon by the parties having regard to the finished condition of the Premises at the time of extension and having regard to then applicable basic rental levels for similar premises for a similar term in the Building. The parties shall make all reasonable efforts to reach agreement as to the fair market annual Basic Rent for the extension term not less than three (3) months prior to the commencement of the Fifth Extended Term, and failing such agreement, fair market annual Basic Rent for the Fifth Extended Term shall be determined by a single arbitrator in accordance with the Commercial Arbitration Act (British Columbia).

Right of First Refusal.

the Tenant is not and has not been in default under the Lease;

the Lease has not previously been terminated;

no Transfer affecting the Tenant, the Leased Premises or the Lease has occurred.