Exhibit
10.19


 


CERTAIN
CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL
AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.


 


[***],
BURNABY, BC LEASE


 


BETWEEN:


 


VALENS
HOLDINGS INC.


 


(the
“Landlord”)


 


AND:


 


WESTERN
MAGNESIUM CANADA CORPORATION


 


(the
“Tenant”)


 




    	 



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Contents


 


	1.
    DEFINITIONS 	5
	2.
    THE DEMISE 	11
	3.
    TERM 	11
	3.1
    Term 	11
	3.2
    Occupancy Prior to Commencement Date
    	12
	4.
    RENT 	12
	4.1
    Annual Basic Rent and Additional Rent
    	12
	4.2
    To Pay 	12
	4.3
    No Abatement 	12
	4.4
    Electronic Funds Transfer 	12
	4.5
    Adjustment 	13
	4.6
    Accrual of Annual Basic Rent 	13
	4.7
    Net Lease 	13
	4.8
    Sales Taxes 	13
	5.
    ADDITIONAL RENT 	14
	5.1
    Estimated Expenses 	14
	5.2
    Payment 	14
	5.3
    Landlord’s Certificate 	14
	6.
    TENANT’S TAXES AND UTILITY COSTS 	14
	6.1
    Payment 	14
	6.2
    Evidence of Payment 	14
	7.
    USE OF PREMISES 	15
	7.1
    Use of Premises 	15
	7.2
    Compliance with Laws 	15
	8.
    INDEMNITY AND INSURANCE 	16
	8.1
    Tenant’s Insurance 	16
	8.2
    Indemnify Landlord 	18
	8.3
    Landlord’s Insurance 	18
	8.4
    Limitation of Liability of Landlord
    	19
	9.
    CONSTRUCTION AND FIXTURING OF PREMISES 	20
	9.1
    Completion of Landlord’s Work
    	20
	9.2
    Completion of Tenant’s Work
    	20
	9.3
    Landlord’s Approval of Tenant’s
    Work 	20
	10.
    MAINTENANCE, REPAIRS, AND ALTERATIONS 	20
	10.1
    Repair by Tenant 	20
	10.2
    Repair On Notice 	20
	10.3
    Business and Trade Fixtures 	21
	10.4
    Alterations and Additions 	21
	10.5
    Leasehold Improvements 	21
	10.6
    Glass 	22
	10.7
    Overload 	22
	10.8
    Sign Removal 	22
	10.9
    Removal of Ice and Snow from Sidewalks
    	22
	10.10
    Leased Premises Accepted “As
    Is” 	23
	10.11
    Landlord’s Repairs 	23
	11.
    DAMAGE, DESTRUCTION, OR EXPROPRIATION OF THE PREMISES 	23
	11.1
    Damage and Destruction 	23
	11.2
    Expropriation 	24
	12.
    ASSIGNMENT AND SUBLETTING 	24
	12.1
    Assignment and Subletting 	24
	12.2
    No Profit from Subletting or Assignment
    	26
	13.
    DEFAULT 	26
	13.1
    Payments by Landlord Regarded as Rent
    	26
	13.2
    Re-entry on Default 	27
	13.3
    Bankruptcy or Insolvency of Tenant
    	27
	13.4
    Sale and Reletting 	28
	13.5
    Termination 	28
	13.6
    Distress 	28
	13.7
    Landlord’s Expenses Enforcing
    Lease 	29
	13.8
    Remedies Cumulative 	29
	14.
    SUBORDINATION, ATTORNMENT, AND STATUS CERTIFICATE 	29
	14.1
    Provide Financial Information 	29
	14.2
    Subordination 	29
	14.3
    Attornment 	30
	14.4
    Estoppel Certificate 	30
	15.
    QUIET ENJOYMENT 	30
	16.
    PARKING AND COMMON AREA 	31
	16.1
    Designated Parking Area 	31
	16.2
    Tenant’s Use of Designated Parking
    Area 	31
	16.3
    Access to the Premises, Designated
    Parking Area and Common Area 	31
	16.4
    Common Area 	31
	17.
    TENANT COVENANTS 	32
	17.1
    Signs 	32
	17.2
    Garbage 	32
	17.3
    No Smoking 	32
	17.4
    Abate Nuisance 	32
	17.5
    Hazardous Substances 	32
	17.6
    No Excavation 	33
	17.7
    Easements 	34
	17.8
    Liens 	34
	17.9
    Registered Charges 	34
	17.10
    Exhibit Premises 	34
	17.11
    No Auctions 	35
	18.
    FIRST RIGHT OF OFFER TO LEASE 	35
	18.1
    First Right of Offer to Lease 	35
	19.
    MISCELLANEOUS 	35
	19.1
    Registration of Lease 	35
	19.2
    No Warranties 	35
	19.3
    No Waiver 	36
	19.4
    Notices 	36
	19.5
    Peaceful Surrender 	36
	19.6
    Holding Over 	37
	19.7
    Inability to Perform 	37
	19.8
    Interest 	37
	19.9
    Governing Law 	37
	19.10
    Number and Gender 	37
	19.11
    Covenants 	38
	19.12
    Time of the Essence 	38
	19.13
    Headings 	38
	19.14
    Enurement 	38
	19.15
    Continuation of Obligations 	38
	19.16
    Landlord’s Limit of Liability
    	38
	19.17
    Consents 	39
	19.18
    Amendments 	39
	19.19
    Deposit 	39
	19.20
    Schedules 	39
	19.21
    Counterparts 	39
	SCHEDULE
    A 	41
	SCHEDULE
    B 	42
	SCHEDULE
    C 	43


 




    	 



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LEASE
SUMMARY


 


THIS
LEASE SUMMARY is attached to and forms part of this Lease made as of August 1, 2020.


 


BETWEEN:


 


VALENS
HOLDINGS INC., having an office located at #101 - 5140 North Fraser Way, Burnaby, B.C. V5J 0J4


 


AND:


(the
“Landlord”)


 


WESTERN
MAGNESIUM CANADA CORPORATION, (Registration No. BC1207462) having a registered office located at #1200 - 200 Burrard Street, Vancouver,
B.C. V7X 1T2


 


(the
“Tenant”)


 


	 	Article
    or Clause	 	 
	 	 	 	 
	 	Schedule
    A	 	Civic
                                            Address of the Premises:

     

    [***],
    Burnaby, B.C.

	 	 	 	 
	 	1.1	 	Area
                                            of the Premises:

                                                          

                                                         12,493
                                            square feet.

	 	 	 	 
	 	1.1
    and 3	 	Term:

                                                          

    3
    years

	 	 	 	 
	 	1.1	 	Commencement
                                            Date:

                                                          

                                                         October
                                            1, 2020

	 	 	 	 
	 	1.1	 	Expiry
                                            Date:

                                                          

                                                         September
                                            30, 2023

	 	 	 	 
	 	4.1(a)	 	Annual
                                            Basic Rent starting on the

    Commencement
    Date and terminating 36 months thereafter.



 




    	 



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	Period	 	Per
    Square Foot	 	 	Per
    Annum	 	 	GST	 
	Years
    1 to 3	 	$	14.00	 	 	$	174,902.00	 	 	$	8,744.40	 



 


	 	7.1
	 	Use
    of Premises: Research, development and testing for mining purposes.
	 	 	 	 
	 	16.4
	 	Landlord’s
    Address for Rent Payments and Notices: #101 - 5140 North Fraser Way, Burnaby, B.C. V5J 0J4
	 	 	 	 
	 	16.4	 	Tenant’s
    Address for Notices: #900 - 580 Hornby Street, Vancouver, B.C. V6C 3E7
	 	 	 	 
	 	16.19	 	$30,607.86
    inclusive of GST as Security Deposit.


 








Schedules:


 


Schedule
A - Description of Land


 


Schedule
B - Landlord’s Work and Tenant’s Work


 


Schedule
C - Building Plan


 


The
articles, clauses, and schedules of this Lease identified above are those articles, clauses, and schedules where references to particular
Lease information initially appears. Each such reference will incorporate the applicable information from this Lease Summary.


 




    	 



    	P a g e |	 5



    

 


THIS
LEASE made as of August 1, 2020 is


 


BETWEEN:


 


VALENS
HOLDINGS INC., (BC1115242), a company incorporated under the laws of British Columbia


 


AND:


(the
“Landlord”)


 


WESTERN
MAGNESIUM CANADA CORPORATION, a company incorporated under the laws of British Columbia under registration number BC1207462


(the
“Tenant”)


 


	1.	DEFINITIONS



 


	1.1	The
                                            Landlord and the Tenant hereby agree that in this Lease the following words or phrases will,
                                            unless there is something in the context inconsistent with them, have the following meanings:



 


		(a)	“Additional
                                            Rent” means:



 


		(i)	to
                                            the extent they are not paid directly by the Tenant, the Utility Costs and Tenant’s
                                            Taxes;



 


		(ii)	the
                                            Tenant’s Proportionate Share of the Operating Expenses; and



 


		(iii)	all
                                            other sums that may be payable to the Landlord or reimbursable to the Landlord, including,
                                            without limitation, all interest and penalties payable by the Tenant, whether or not such
                                            sums are referred to as Rent or Additional Rent or otherwise, but Additional Rent does not
                                            include the Annual Basic Rent.



 


		(b)	“Annual
                                            Basic Rent” means the amount specified as such in the Lease Summary.



 


		(c)	“Building”
                                            means all buildings and improvements erected or to be erected on the Land.



 


		(d.1)	“Business
                                            Days” means all days except for Saturdays, Sunday and statutory holidays in the
                                            Province of British Columbia.



 


		(d)	“Commencement
                                            Date” means the date specified as such in the Lease Summary.



 


		(e)	“Common
                                            Area” means that area described as Communal Picnic Area on the building plan attached
                                            as Schedule “C”.



 




    	 



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		(f)	“Environmental
                                            Laws” means any statutes, laws, regulations, orders, bylaws, standards, guidelines,
                                            permits, and other lawful requirements of any government authority having jurisdiction over
                                            the Premises now or hereafter in force relating in any way to the environment, health, occupational
                                            health and safety, or transportation of dangerous goods, including the principles of common
                                            law and equity.



 


		(g)	“Expiry
                                            Date” means the date specified as such in the Lease Summary.



 


		(h)	“GST”
                                            means the tax levied under Part IX of the Excise Tax Act, R.S.C. 1985, c. E-15, as
                                            that tax may be amended or substituted from time to time.



 


		(i)	“Hazardous
                                            Substance” or “Hazardous Substances” means any pollutants, contaminants,
                                            deleterious substances, underground or above- ground tanks, asbestos materials, hazardous,
                                            corrosive, or toxic substances, special waste or waste of any kind, or any other substance
                                            that is now or hereafter prohibited, controlled, or regulated under Environmental Laws.



 


		(j)	“Insurance
                                            Costs” means all premiums and other amounts the Landlord may expend in effecting
                                            or maintaining insurance coverage under the provisions of this Lease.



 


		(k)	“Land”
                                            means all and singular that certain parcel or tract of land described in Schedule A.



 


		(l)	“Landlord”
                                            means the owner or the mortgagees in possession for the time being of the Premises only during
                                            and in respect of their respective periods of interest in the Premises.



 


		(m)	“Landlord’s
                                            Mortgagees” means any and all existing or proposed mortgagees, debenture-holders,
                                            and trustees on behalf of mortgagees holding any Mortgages.



 


		(n)	“Landlord’s
                                            Work” means the work to be performed by the Landlord at its cost and expense more
                                            particularly set forth in clause (i) of Schedule B.



 


		(o)	“Lease”
                                            means this indenture together with the Lease Summary and all schedules attached to it.



 


		(p)	“Leasehold
                                            Improvements” means all fixtures (other than the Tenant’s trade fixtures),
                                            improvements, additions, partitions, equipment, and alterations from time to time made to
                                            or installed in the Premises by any person.



 


		(q)	“Lease
                                            Summary” means pages 8, 9 and 10 attached to and forming part of this Lease and
                                            headed “Lease Summary”.



 




    	 



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		(r)	“Management
                                            Fee” means a fee in an amount equal to 5 percent of the Annual Basic Rent on account
                                            of management and administration, such Management Fee to be paid in equal monthly instalments
                                            on the first day of each month during the Term as part of the Operating Expenses.



 


		(s)	“Mortgages”
                                            means all mortgages, debentures, deeds of trust, and mortgages securing bonds and all instruments
                                            and indentures supplemental to them that may now or hereafter charge the Land and Premises,
                                            and all renewals, modifications, consolidations, replacements, and extensions of them.



 


		(t)	“Operating
                                            Expenses” means all expenses in connection with the operation, maintenance and
                                            repair of all or any portion of the Land, the Building, and the Premises and, without restricting
                                            the generality of the foregoing, includes:



 


		(i)	the
                                            Taxes;



 


		(ii)	the
                                            Insurance Costs;



 


		(iii)	all
                                            charges for water, gas, electricity, data and telephone communications, and other utilities
                                            and services used on or in respect of any part of the Land and the Building and all fittings,
                                            machines, apparatus, meters, and any other thing leased in respect of them, and all work
                                            and services performed by any corporation, authority, or commission in connection with such
                                            utilities, but excluding Utility Costs;



 


		(iv)	salaries
                                            and wages (including employee benefits and workers’ compensation assessments), and
                                            all independent service contracts and supplies incurred in cleaning, maintenance, garbage
                                            collection and disposal, operation, security, landscape repair and maintenance, snow removal,
                                            and traffic control;



 


		(v)	repairs
                                            and maintenance of all or any portion of the Land and the Building;



 


		(vi)	consultants’
                                            fees as required from time to time and the costs and fees incurred in the preparation of
                                            any audit of Operating Expenses;



 




    	 



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		(vii)	capital
                                            improvements required pursuant to any government law or regulation that were not required
                                            at the time of construction of the Building, amortized over the useful life of the improvements
                                            as determined by the Landlord in accordance with generally accepted accounting principles,
                                            plus the cost of purchasing any extended warranties. Notwithstanding the foregoing, the Tenant
                                            shall be responsible only for the Tenant’s Proportionate Share of such costs of capital
                                            improvements and related expense for the remainder of the Term and any subsequent renewal
                                            period of the Term if exercised by the Tenant, to be calculated pursuant to the following
                                            formula:



 


“(Number
of years remaining in Term or renewal Term, in question) ÷ (amortization period of capital expenditure in question) x (cost of
capital expenditure)”


 


The
Tenant’s Proportionate Share of the cost or expense as determined by the foregoing formula shall be divided by the number of months
remaining in the Term or renewal Term as the case may be and will be payable monthly together with the payment of Annual Basic Rent,
and


 


		(viii)	GST
                                            or other Sales Taxes on goods and services provided by or on behalf of the Landlord; but
                                            Operating Expenses does not include interest on the Landlord’s debt, capital retirement
                                            of the Landlord’s debt, costs incurred in leasing or procuring new tenants.



  


		(u)	“Operating
                                            Year” means a 12-month period that is established by the Landlord from time to
                                            time, commencing on the first day of a month in any calendar year and ending on the last
                                            day of the 12th following month, provided that the first operating period will commence on
                                            the Commencement Date and end on the last day of the Landlord’s designated Operating
                                            Year next following and the last operating period will terminate to coincide with the Expiry
                                            Date.



 


		(v)	“Premises”
                                            means that portion of the Building shown outlined in bold on the building plan attached as
                                            Schedule “C”.



 


		(w)	“Prime
                                            Rate” means the rate of interest, expressed as an annual rate, at the relevant
                                            time or times, established by the Business Development Bank of Canada (“BDC”)
                                            at its main branch in Vancouver, British Columbia, as a reference rate for commercial loans
                                            in Canadian dollars commonly referred to by BDC as its “prime rate”.



 


		(x)	“Relative
                                            Portion” means, with respect to any amount payable under this Lease, that fraction
                                            having as its denominator the period of time expressed in days in respect of which an amount
                                            payable under this Lease is calculated and having as its numerator the number of days within
                                            the same calculation period, but which fall within the Term or any renewal period.



 


		(y)	“Release”
                                            includes release, spill, leak, pump, pour, emit, discharge, eject, escape, leach, dispose,
                                            or dump.



 


		(z)	“Rent”
                                            means the Annual Basic Rent and the Additional Rent.



 




    	 



    	P a g e |	 9



    

 


		(aa)	“Rentable
                                            Area” means the total area expressed in square feet or its metric equivalent of
                                            space set aside by the Landlord for leasing to tenants of the Building, inclusive of mezzanine
                                            areas, as may be amended by the Landlord from time to time.



 


		(bb)	“Roof”
                                            means the roof membrane, roof insulation, and roof deck of the Building.



 


		(cc)	“Sales
                                            Taxes” means any and all taxes, fees, levies, charges, assessments, rates, duties,
                                            and excises (whether characterized as sales taxes, purchase taxes, goods and services taxes,
                                            or any other form) that are imposed on the Landlord, that the Landlord is liable to pay or
                                            that the Landlord is liable to collect and remit, and that are levied, rated, or assessed
                                            on the act of entering into this Lease or otherwise on account of this Lease, on the use
                                            or the occupancy of the Premises or any portion of them, on the Rent payable under this Lease
                                            or any portion of it, or in connection with the business of renting the Premises or any portion
                                            of them, including, without limitation, GST.



 


Provided
however that Sales Taxes exclude all of the following:


 


		(i)	income
                                            tax under Part I of the Income Tax Act, R.S.C. 1985, c. 1 (5th supp.) as it existed
                                            on the Commencement Date;



 


		(ii)	the
                                            Tenant’s Taxes;



 


		(iii)	the
                                            Taxes; and



 


		(iv)	corporation
                                            capital tax.



 


		(dd)	“Security
                                            Deposit” means the amount specified as such in the Lease Summary;



 


		(ee)	“Sign”
                                            means any sign, picture, notice, lettering, direction, or other advertising or informational
                                            device of whatever nature.



 


		(ff)	“Taxes”
                                            means all taxes, fees, levies, charges, assessments, rates, duties, and excises that are
                                            now or may hereafter be levied, imposed, rated, or assessed upon or with respect to the Land
                                            or the Building or any part of them or any personal property of the Landlord used for them,
                                            whether levied, imposed, rated, or assessed by the government of Canada, the government of
                                            British Columbia, or any political subdivision, political corporation, district, municipality,
                                            city, or other political or public entity, and whether or not now customary or in the contemplation
                                            of the parties on the date of this Lease. Without restricting the generality of the foregoing,
                                            Taxes includes all:



 


		(i)	real
                                            property taxes, general and special assessments, and capital taxes;



 




    	 



    	P a g e |	 10



    

 


		(ii)	taxes,
                                            fees, levies, charges, assessments, rates, duties, and excises for transit, housing, schools,
                                            police, fire, or other government services, or for purported benefits to the Land or the
                                            Building;



 


		(iii)	local
                                            improvement taxes, service payments in lieu of taxes, and taxes, fees, levies, charges, assessments,
                                            rates, duties, and excises, however described, that may be levied, rated, or assessed as
                                            a substitute for, or as an addition to, in whole or in part, any property taxes or local
                                            improvement taxes; and



 


		(iv)	costs
                                            and expenses, including legal and other professional fees and interest and penalties on deferred
                                            payments, incurred by the Landlord in successfully contesting or appealing any taxes, assessments,
                                            rates, levies, duties, excises, charges, or other amounts as specified; but Taxes excludes
                                            all of the following:



 


		(v)	income
                                            tax under Part I of the Income Tax Act, R.S.C. 1985, c. 1 (5th supp.) as it existed
                                            on the Commencement Date;



 


		(vi)	the
                                            Tenant’s Taxes;



 


		(vii)	the
                                            Sales Taxes; and



 


		(viii)	corporation
                                            capital tax.



 


		(gg)	“Tenant’s
                                            Proportionate Share” means the percentage calculated to the second decimal place,
                                            which percentage is equivalent to a fraction having as its numerator the Area of the Premises
                                            expressed in square feet or the metric equivalent and having as its denominator the Rentable
                                            Area expressed in the same form of measurement as the numerator, provided that the percentage
                                            will be changed in the event of a change to the Rentable Area or the Area of the Premises.



 


		(hh)	“Tenant’s
                                            Taxes” means all taxes, fees, levies, charges, assessments, rates, duties, and
                                            excises that are now or may hereafter be levied, imposed, rated, or assessed by any lawful
                                            authority relating to or in respect of the business of the Tenant or relating to or in respect
                                            of personal property and all business and trade fixtures, machinery and equipment, cabinet
                                            work, furniture, and movable partitions owned or installed by the Tenant at the expense of
                                            the Tenant or being the property of the Tenant, or relating to or in respect of the Leasehold
                                            Improvements or other improvements to the Premises built, made, or installed by the Tenant,
                                            on behalf of the Tenant or at the Tenant’s request, whether any such amounts are included
                                            by the taxing authority in the Taxes.



 


		(ii)	“Tenant’s
                                            Work” means the work to be performed by the Tenant more particularly set forth
                                            in clause (ii) of Schedule B.



 




    	 



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	 	(jj)	“Term”
                                            means the term specified in the Lease Summary.
	 	 	 
		(kk)	“Transfer”
                                            means any transfer, assignment, charge, mortgage, sublease, licence, sharing of possession,
                                            parting with possession, or any other disposition of this Lease or any estate or interest
                                            in it or the Premises or any part of them, including without limitation a transfer by operation
                                            of law.



 


		(ll)	“Transferee”
                                            means any person to whom a Transfer is made or intended to be made.



 


		(mm)	“Utility
                                            Costs” means all charges for water, gas, telephone, electric light and power, cable
                                            and other telecommunications, and all other utilities and services used on or in respect
                                            of the Premises or any part of them, whether separately metered to the Premises or as allocated
                                            by the Landlord, acting reasonably, to the Premises together with all costs and charges for
                                            all fittings, machines, apparatus, meters, and any other thing leased or supplied in respect
                                            of them and all costs and charges for all work and services performed by any corporation,
                                            authority, or commission in connection with such utilities and services in respect of the
                                            Premises, whether separately charged to the Premises or allocated by the Landlord, acting
                                            reasonably, to the Premises. Notwithstanding anything contained herein, any Landlord costs
                                            relating to ensuring the Premises are separately metered, will be the cost of the Landlord
                                            and said work will be part of Landlord’s Work.



 


	2.	THE
                                            DEMISE



 


In
consideration of the rents, covenants, conditions, and agreements in this Lease, the Landlord hereby leases to the Tenant the Premises,
subject to the easements and rights-of- way now registered against the title to the Land and any future easements and rights-of- way
that may be registered against title to the Land in accordance with clause 7.2.


 


	3.	TERM



 


	3.1	Term



 


The
Tenant will have and hold the Premises, subject to the rents, covenants, conditions, and agreements in this Lease, for the Term from
and including the Commencement Date until and including the Expiry Date.


 




    	 



    	P a g e |	 12



    

 


	3.2	Occupancy
                                            Prior to Commencement Date



 


Provided
that the Tenant has delivered to the Landlord proof of its insurance in form and content specified in clause 8.1 of this Lease, the Tenant
shall be entitled to occupancy of the Premises for a period of two months prior to the Commencement Date (the “Fixturing Period”)
for the purpose of completing the Tenant’s Work, moving in its furniture/equipment and inventory for its business operation initialization
period provided that:


 


		(a)	during
                                            such period of early occupancy all provisions of this Lease will apply;



 


		(b)	the
                                            payment of Rent will commence on the Commencement Date;



 


		(c)	the
                                            Tenant will be responsible for Utility Costs;



 


		(d)	the
                                            Tenant will be allowed to conduct its business during the Fixturing Period, and



 


		(e)	the
                                            Term will not commence to run until the Commencement Date.



 


	4.	RENT



 


	4.1	Annual
                                            Basic Rent and Additional Rent



 


The
Tenant will pay to the Landlord during the Term the following Rent payable at the Landlord’s address specified in the Lease Summary
or at such other place as the Landlord may from time to time designate in writing, in the following instalments:


 


		(a)	the
                                            Annual Basic Rent (plus applicable GST) payable in advance in consecutive monthly instalments
                                            on the first day of each and every month in each and every year of the Term, commencing on
                                            the Commencement Date and continuing until and including the first day of the month in which
                                            the Expiry Date falls; and



 


		(b)	the
                                            Additional Rent payable in advance in consecutive monthly instalments on the first day of
                                            each and every month in each and every year of the Term, commencing on the Commencement Date
                                            and continuing until and including the first day of the month in which the Expiry Date falls,
                                            unless indicated otherwise in this Lease.



 


	4.2	To
                                            Pay



 


The
Tenant will pay the Annual Basic Rent and Additional Rent when due in accordance with the provisions of this Lease.


 


	4.3	No
                                            Abatement



 


The
Tenant covenants and agrees with the Landlord that all of the Rent payable under this Lease will be paid by the Tenant without demand,
deduction, set-off, or abatement whatsoever, except as specifically provided in subclause 11.1(a). The Tenant covenants and agrees that
the Landlord may at its option apply all sums received from or due to the Tenant against any amounts due and payable under the Lease
in such manner as the Landlord may see fit, regardless of any designation or instructions by the Tenant to the contrary.


 


	4.4	Electronic
                                            Funds Transfer



 


The
Tenant covenants and agrees that the Tenant will make arrangements satisfactory to the Landlord prior to the Commencement Date for monthly
electronic funds transfers


 


(“EFT”)
from the Tenant’s bank to the Landlord’s bank in the aggregate amount of the monthly instalments of the Annual Basic Rent
(plus applicable GST) and the Additional Rent for the Operating Year in question.


 




    	 



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	4.5	Adjustment



 


If
the Term commences or ceases on a day other than the commencement of or the end of any period of time in respect to which any amount
payable under this Lease is calculated, then the Tenant will pay to the Landlord its Relative Portion of such amount for such period
of time. Without limiting the generality of the foregoing, if the Term does not subsist during the whole of any calendar year, the Tenant
will pay the Relative Portion of the Tenant’s Proportionate Share of the estimated and actual Operating Expenses for such Operating
Year.


 


	4.6	Accrual
                                            of Annual Basic Rent



 


The
Annual Basic Rent will accrue from day to day. Where the calculation of any Additional Rent is not made until the termination or expiry
of this Lease, the obligation of the Tenant to pay such Additional Rent will survive the termination or expiry of this Lease and such
amounts will be payable by the Tenant upon demand by the Landlord.


 


	4.7	Net
                                            Lease



 


It
is the intention of the parties that this Lease will be a net lease and that the Rent provided to be paid to the Landlord under this
Lease will be net to the Landlord and will yield to the Landlord the entire such rental during the Term and any renewal of it without
abatement for any cause whatsoever except as specified in subclause 11.1(a). Except as specifically provided in this Lease, all costs,
expenses, and obligations of every kind and nature whatsoever relating to the Premises, whether or not referred to in this Lease and
whether or not of a kind now existing or within the contemplation of the parties, will be paid by the Tenant.


 


	4.8	Sales
                                            Taxes



 


The
Landlord will, acting reasonably, estimate the amount of Sales Taxes to be paid in advance with monthly payments of Rent for the period
to which the estimate applies; and any necessary adjustment will be made in the same manner as set out in clause 5.2. Amounts payable
by the Tenant as Sales Taxes will not be deemed to be Rent or Additional Rent, but the Landlord will have the same rights and remedies
for non- payment of Sales Taxes as it has for non-payment of Rent.





 



    	 



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	5.	ADDITIONAL
                                            RENT



 








	5.1	Estimated
                                            Expenses



 


The
Landlord will have the right to make reasonable estimates of the amount of any or all of:


 


		(a)	the
                                            Additional Rent for each Operating Year during the Term;



 


		(b)	Tenant’s
                                            Proportionate Share of Operating Expenses (excluding in-suite utilities for the year 2020)
                                            is currently estimated to be $4.95 per square foot.



 


	5.2	Payment



 


The
Tenant will pay to the Landlord, in equal monthly instalments on the first day of each month during each Operating Year, the Additional
Rent or any portion of it as estimated by the Landlord for the Operating Year that falls in whole or in part within the respective Operating
Year. As soon as reasonably possible after the end of the Operating Year, but no later than 6 months after the end of the Operating Year
in question, the Landlord will make a final determination of Additional Rent for such Operating Year and notify the Tenant of the actual
amount of Additional Rent payable. In no event shall the Landlord have the ability to recalculate the determination of Additional Rent
beyond 1 year after the end of the Operating Year in question. If the Tenant has made any overpayment to the Landlord on account of any
Additional Rent payable under this Article 5 during any Operating Year, the Tenant will be entitled to a credit or a refund, at the Landlord’s
option, to the Tenant’s account in respect of the payment of such item of Additional Rent for the next succeeding Operating Year.
If the Tenant has paid less than the amount finally determined by the Landlord, the Tenant will pay the deficiency within 30 days of
the Landlord’s notice to the Tenant requesting payment.


 


	5.3	Landlord’s
                                            Certificate



 


A
certificate of the Landlord’s Chartered Accountant’s MNP LLP will, in the event of a dispute be conclusive and binding upon
the Landlord and the Tenant as to any amounts payable under clause 5.2.


 


	6.	TENANT’S
                                            TAXES AND UTILITY COSTS



 


	6.1	Payment



 


The
Tenant will promptly pay to the applicable authorities the Tenant’s Taxes and the Utility Costs as they become due.


 


	6.2	Evidence
                                            of Payment



 


The
Tenant will provide to the Landlord, when and if requested by the Landlord, receipts for payments made by the Tenant in respect of the
Tenant’s Taxes and the Utility Costs.


 




    	 



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	7.	USE
                                            OF PREMISES



 


	7.1	Use
                                            of Premises



 


The
Tenant will not use the Premises or allow the Premises to be used for any purpose other than that specified in the Lease Summary, or
in any manner inconsistent with such use and occupation, without first obtaining the Landlord’s prior written approval, such approval
not to be unreasonably withheld, and the Tenant will not, at any time during the Term or any renewal of it, commit or permit to be committed
any waste upon the Premises, nor will the Tenant use, exercise, carry on, or permit to be used, exercised, or carried on, in or on the
Premises or the Land, or any part of them, any noxious, noisome, or offensive art, trade, business, or occupation, or keep, sell, use,
handle, or dispose of any merchandise, goods, or things that are objectionable, or by which the Premises or the Land or any part of them
may be damaged or injuriously affected, and no act, matter, or thing whatsoever will, at any time during the Term or any renewal of it,
be done in or on the Premises or the Land or any part of them that may result in annoyance, nuisance, grievance, damage, or disturbance
to other tenants or occupiers of the Building or to the occupiers or owners of any other lands or premises or to the holders of any registered
easement, right-of-way, or other encumbrance charging the whole or part of the Land or the Building. The Tenant will use its best efforts
to prevent anything being done on the Premises or the Land that may result in any premises other than the Premises being picketed or
otherwise subjected to industrial action or demonstrations. The Tenant will promptly take all action and proceedings reasonably necessary
to cause such picketing, industrial action, and demonstrations to cease without delay. The Tenant will not place in the Premises any
heavy machinery or equipment without first obtaining the consent, in writing, of the Landlord, such consent not to be unreasonably withheld
of delayed; in addition, no consent will be required where the Tenant places heavy machinery or equipment in the commercially reasonable
ordinary course of business, given the use of the Premises set out above. The Tenant will immediately advise the Landlord of the presence
of, and will do all things necessary to remove, any dangerous condition from time to time existing on the Premises, the Building, or
the Land, and arising as a result of the act or omission of the Tenant or any person for whom the Tenant is, at law, responsible.


 


	7.2	Compliance
                                            with Laws



 


The
Tenant will do, observe, and perform all of its obligations and all matters and things necessary or expedient to be done, observed, or
performed by the Tenant by virtue of any law, statute, bylaw, ordinance, regulation, or lawful requirements of any government authority
or any public utility lawfully acting under statutory authority, and all demands and notices in pursuance of them whether given to the
Tenant or the Landlord and in any manner or degree affecting the exercise or fulfilment of any right or obligation arising under or as
a result of this Lease and affecting the Premises and the use of them by the Tenant. If any such demand or notice is given, lawfully
requiring the execution of works by reason of anything done, omitted, or permitted by the Tenant, then:


 


		(a)	if
                                            such notice is given to the Tenant, the Tenant will promptly deliver it or a true copy of
                                            it to the Landlord and the Tenant will promptly execute, at its own expense, to the satisfaction
                                            of the Landlord and the person giving such notice, all such works as the Landlord may approve
                                            in writing in order to comply with the requirements of that notice; and



 


		(b)	if
                                            such notice is given to the Landlord, the Landlord will notify the Tenant and thereupon the
                                            Tenant will promptly execute, at its own expense, to the satisfaction of the Landlord and
                                            the person giving such notice, all such works as the Landlord and the person giving such
                                            notice may require in order to comply with the requirements of the notice.



 


Notwithstanding
the foregoing, the Landlord will have the right to execute any such works and the Tenant will give to the Landlord all necessary access
to the Premises and other facilities for such purpose and the Tenant will, on demand by the Landlord, pay to the Landlord all costs and
expenses incurred by the Landlord in executing and performing any and all such works.


 




    	 



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	8.	INDEMNITY
                                            AND INSURANCE



 


	8.1	Tenant’s
                                            Insurance



 


		(a)	The
                                            Tenant will, at its sole cost and expense during the Term and during such other period of
                                            time that the Tenant occupies the Premises, take out and maintain in full force and effect,
                                            the following:



 


		(i)	“all
                                            risks” insurance upon all merchandise, stock-in-trade, furniture, fixtures, equipment,
                                            Leasehold Improvements, and other property of every kind and description located at the Premises,
                                            owned by, or made or installed by or on behalf of the Tenant and any sub-tenant or licensee
                                            or for which the Tenant is responsible or legally liable, in an amount at least equal to
                                            the full insurable value of them, calculated on a stated amount co-insurance and replacement
                                            cost basis;



 


		(ii)	automobile
                                            liability insurance to a limit of liability of not less than $2,000,000 in any one accident,
                                            covering all licensed motor vehicles owned by the Tenant and used in connection with its
                                            and its licensee’s or sub-tenant’s business carried on from the Premises;



 








		(iii)	comprehensive
                                            bodily injury and property damage liability insurance applying to the operations of the Tenant
                                            and its licensee or sub-tenant carried on from the Premises and that will include, without
                                            limitation, personal injury liability, product liability, contractual liability, non-owned
                                            automobile liability, and protective liability coverage with respect to the occupancy of
                                            the Premises by the Tenant; and such insurance will be written for an amount of not less
                                            than $5,000,000 per occurrence, or such higher amount as the Landlord may from time to time
                                            reasonably require;



 


		(iv)	tenant’s
                                            all-risks legal liability insurance in an amount not less than the replacement cost of the
                                            Premises;



 


		(v)	broad
                                            form comprehensive boiler and machinery insurance on all boilers and pressure vessels in
                                            the Premises;



 


		(vi)	business
                                            interruption insurance in such amounts as will reimburse the Tenant for direct or indirect
                                            loss of earnings attributable to all perils required to be insured against by the Tenant
                                            under this Lease; and



 




    	 



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		(vii)	any
                                            other form or forms of insurance as the Landlord may reasonably require from time to time
                                            in amounts and for perils against which a prudent tenant acting reasonably would protect
                                            itself in similar circumstances.



 


		(b)	All
                                            policies of insurance referred to in this clause 8.1 will include the following provisions:



 


		(i)	the
                                            policies will not be affected or invalidated by any act, omission, or negligence of any person
                                            that is not within the knowledge or control of the insured under this Lease;



 


		(ii)	subject
                                            to subclause 11.1(b), all property damage policies written on behalf of the Tenant will contain
                                            a waiver of any subrogation rights that the Tenant’s insurers may have against the
                                            Landlord and against those for whom the Landlord is, in law, responsible, whether any insured
                                            loss or damage is caused by the act, omission, or negligence of the Landlord, or by those
                                            for whose acts the Landlord is, in law, responsible, or otherwise;



 


		(iii)	all
                                            policies of liability insurance will include the Landlord and any persons, firms, or corporations
                                            affiliated with the Landlord and designated by the Landlord as additional insureds and will
                                            provide that each person, firm, or corporation insured under such policies will be insured
                                            in the same manner and to the same extent as if separate policies had been issued to each;
                                            and



 


		(iv)	all
                                            policies will contain an undertaking by the insurers to give the Landlord not less than 30
                                            days’ prior written notice of any cancellation or other termination of it, or any change
                                            that restricts or reduces the coverage afforded by it.



 


		(c)	The
                                            Tenant agrees that certificates of insurance or, if required by the Landlord or any of the
                                            Landlord’s Mortgagees, certified copies of each policy will be delivered to the Landlord
                                            as soon as is practicable after the placing of them. The Tenant will, when required by the
                                            Landlord, promptly provide to the Landlord evidence that all premiums for all insurance policies
                                            have been paid.



 


		(d)	For
                                            good and valuable consideration, and subject to clause 8.4, the Tenant hereby releases and
                                            relieves the Landlord and those persons for whom the Landlord is, in law, responsible, from
                                            liability and responsibility for, and waives its entire claim for recovery of any loss or
                                            damage whatsoever arising out of or incident to, the occurrence of any of the perils covered
                                            by, or that would be covered by, the insurance policies that the Tenant is obligated to obtain
                                            and maintain in force under the terms of this Lease.



 




    	 



    	P a g e |	 18



    

 


		(e)	The
                                            Tenant will not do or permit anything to be done upon the Premises whereby any policy of
                                            insurance against loss or damage to the Premises or against legal liability for damage to
                                            persons or property caused by the ownership, maintenance, use, or occupancy of the Premises,
                                            the Land, or the Building, or by reasons of the conduct of any business carried on by them,
                                            may be invalidated; and for such purpose, upon receipt of notice in writing from any insurer
                                            of the Premises, the Land, or the Building requiring the execution of works or a discontinuance
                                            of any operations in order to correct such situation, the Tenant will comply with it.



 


		(f)	The
                                            Tenant agrees that if the Tenant fails to take out or keep in force any insurance coverage
                                            referred to in this clause 8.1, or if any such insurance is not approved by the Landlord
                                            and the Landlord’s Mortgagees, and the Tenant does not rectify the situation within
                                            72 hours after written notice by the Landlord to the Tenant specifying the Landlord’s
                                            objections, then the Landlord will have the right, without assuming any obligation in connection
                                            with it, to effect such insurance coverage and will have the right to recover all costs and
                                            premiums incurred in effecting such insurance coverage from the Tenant pursuant to clause
                                            8.1.



 


	8.2	Indemnify
                                            Landlord



 


The
Tenant will indemnify and save harmless the Landlord from and against any and all manner of actions or causes of action, damages, costs,
loss, or expenses of whatever kind (including without limitation legal fees on a solicitor and client basis) that the Landlord may sustain,
incur, or be put to by reason of or arising out of any act or omission of the Tenant or any persons for whom the Tenant is, at law, responsible,
or from the use or occupation of the Premises, the Land, or the Building, in whole or in part and, without limiting the generality of
the foregoing, from the non-observance or non-performance by the Tenant or any persons for whom the Tenant is, at law, responsible of
any of the obligations imposed under the provisions of any laws, ordinances, regulations, or requirements of any federal, provincial,
municipal, or other authority, or any of the covenants, agreements, terms, conditions, and provisos contained in this Lease to be observed
and performed by the Tenant; and such liability to indemnify and save harmless will survive any termination of this Lease and the expiry
of the Term or any renewal of it, anything in this Lease to the contrary notwithstanding.


 


	8.3	Landlord’s
                                            Insurance



 


		(a)	The
                                            Landlord will, during the Term and any renewal of it, take out and maintain in full force
                                            and effect insurance against all risks of physical loss or damage to the Building, and such
                                            fixtures and improvements as the Landlord will determine, including the perils of flood and
                                            earthquake and including gross rental value insurance, in amounts equal to the full insurable
                                            value of it calculated on a replacement cost basis, and subject to such deductibles as the
                                            Landlord may reasonably determine. Provided however that the full insurable value will not
                                            include, and the insurance will not cover, any property of the Tenant, whether owned by the
                                            Tenant or held by it in any capacity, or Leasehold Improvements or any other property of
                                            whatsoever kind and description located at the Premises whether made or installed by or on
                                            behalf of the Tenant. The Landlord will, upon 30 days’ written notice from the Tenant,
                                            advise the Tenant of the amount of the deductible referred to in this subclause.



 




    	 



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		(b)	The
                                            Landlord will, upon written request by the Tenant, provide the Tenant with evidence from
                                            time to time that such insurance has been effected.



 


		(c)	The
                                            Landlord may, but will not be obligated to, take out and carry any other form or forms of
                                            insurance as the Landlord or the Landlord’s Mortgagees may consider advisable or beneficial,
                                            including, without limiting the foregoing, comprehensive liability insurance and boiler and
                                            machinery insurance.



 


		(d)	Notwithstanding
                                            any contribution by the Tenant to any Insurance Costs as provided for in this Lease, no insurable
                                            interest will be conferred upon the Tenant under policies carried by the Landlord.



 


	8.4	Limitation
                                            of Liability of Landlord



 


		(a)	The
                                            Landlord will not be liable for any personal injury, death, or property loss or damage sustained
                                            by the Tenant or its employees, agents, sublessees, licensees, or those doing business with
                                            it on the Premises, in the Building, or on the Land, no matter how caused, except to the
                                            extent caused by the negligence of the Landlord or those persons for whom the Landlord is,
                                            in law, responsible; and the Tenant:



 


		(i)	will
                                            indemnify the Landlord against all actions or liabilities arising out of such personal injury,
                                            death, or property damage or loss, except to the extent caused by the negligence of the Landlord
                                            or those persons for whom the Landlord is, in law, responsible; and



 


		(ii)	hereby
                                            releases the Landlord and its officers, agents, and employees from all claims for damages
                                            or other expenses arising out of such personal injury, death, or property loss or damage,
                                            except to the extent caused by the negligence of the Landlord or those persons for whom the
                                            Landlord is, in law, responsible.



 


		(b)	Without
                                            limiting the foregoing, the Landlord will not be liable for any personal injury, death, or
                                            property loss or damage sustained by the Tenant or its employees, agents, sublessees, licensees,
                                            or invitees on the Premises, in the Building, or on the Land caused by theft or breakage
                                            or by steam, water, rain, snow, radioactive materials, microwaves, deleterious substances,
                                            gases, pollutants, or any other materials or substances that may leak into, or issue or flow
                                            from any neighbouring lands or adjacent premises, or from the water, steam, or drainage pipes
                                            or plumbing works of the same or from any place, or any loss or damage caused by or attributable
                                            to the condition or arrangements of any electric or other wiring, or any damage caused or
                                            anything done or omitted to be done by any other tenant or occupant of the Land except to
                                            the extent caused by the negligence of the Landlord or by those persons for whom the Landlord
                                            is, in law, responsible; and the Tenant:



 


		(i)	will
                                            indemnify the Landlord against all actions or liabilities arising out of such personal injury,
                                            death, or property damage or loss except to the extent caused by the negligence of the Landlord
                                            or those persons for whom the Landlord is, in law, responsible; and



 




    	 



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		(ii)	hereby
                                            releases the Landlord and its officers, agents, and employees from all claims for damages
                                            or other expenses arising out of such personal injury, death, or property loss or damage,
                                            except to the extent caused by the negligence of the Landlord or those persons for whom the
                                            Landlord is, in law, responsible.



 


	9.	CONSTRUCTION
                                            AND FIXTURING OF PREMISES



 


	9.1	Completion
                                            of Landlord’s Work



 


The
Tenant acknowledges that it has entered into this Lease on the express understanding that the Landlord’s Work in the Premises is
limited to the scope of construction described as Landlord’s Work in Schedule B.


 


	9.2	Completion
                                            of Tenant’s Work



 


The
Tenant shall at its sole cost and expense complete the Tenant’s Work during its Fixturing Period.


 


	9.3	Landlord’s
                                            Approval of Tenant’s Work



 


The
Tenant agrees that the Tenant’s Work shall be approved by the Landlord, not to be unreasonably withheld or delayed, and constructed
in the manner and in accordance with the provisions of clauses 10.4 and 17.8.


 


	10.	MAINTENANCE,
                                            REPAIRS, AND ALTERATIONS



 


	10.1	Repair
                                            by Tenant



 


The
Tenant will, at all times during the Term and any renewal of it and at its own expense, promptly repair, decorate, clean, and maintain
the Premises in a reasonable operating condition, excluding repairs required by reasonable wear and tear, but including, without limiting
the foregoing, the interior walls, and the floor of the Premises, and all other fixtures, machinery, facilities, equipment, and appurtenances
installed by the Tenant or installed by the Landlord as part of the Building and directly servicing the Premises. The Tenant will give
notice to the Landlord of any accidents, damage, nuisance, obstructions, or required repairs in and to the Premises, the Building, within
24 hours of the Tenant’s knowledge of them. The Tenant will also heat the Premises in a reasonable manner so as to prevent any
damage to them by reason of frost or moisture. At the end or sooner termination of the Term or any renewal of it the Tenant will yield
up to the Landlord, without notice from the Landlord, the Premises including all fixtures maintained in the condition required under
this Lease, subject to normal wear and tear.


 


	10.2	Repair
                                            On Notice



 


		(a)	The
                                            Tenant will permit the Landlord and its duly authorized agents or nominees, with or without
                                            workers and others, at all reasonable times to enter upon the Premises for the purpose of
                                            examining the state of repair, condition, and use of them, and to permit such entry after
                                            the Landlord has given 24 hours’ notice in writing to the Tenant of such intended entry
                                            and examination, or without notice in the event of an emergency or a perceived emergency,
                                            and in every case the Tenant will give the Landlord all aid and facilities in such entry
                                            and examination, and upon notice in writing of defect or want of repair being given by the
                                            Landlord to the Tenant, to cause them to be repaired, as required by clause 10.1, within
                                            30 days from the date of the giving of such notice by the Landlord. If the Tenant at any
                                            time defaults in the performance or observance of any of the covenants in this Lease for
                                            or relating to the repair, maintenance, cleaning, renewal, or decoration of the Premises
                                            or any part of them and such default continues for 30 days after notice in writing from the
                                            Landlord of default in respect of repair, maintenance, cleaning, renewal, or decoration of
                                            the premises, then the Tenant will permit the Landlord and its duly authorized agents and
                                            nominees, with or without workers and others, and without prejudice to the Landlord’s
                                            right of re-entry, to enter into and upon the Premises and repair, decorate, clean, renew,
                                            and maintain them at the expense of the Tenant; and the Tenant will give the Landlord all
                                            aid and facilities in doing or causing them to be done and will repay to the Landlord on
                                            demand all costs and expenses in respect of such repairs, maintenance, cleaning, renewal,
                                            and decoration as provided.



 


		(b)	The
                                            Tenant will pay to the Landlord administration charges of the Landlord in the sum of 15%
                                            of the total cost of any work specifically completed by the Landlord on behalf of the Tenant,
                                            such work being deemed to be the responsibility of the Tenant.



 




    	 



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	10.3	Business
                                            and Trade Fixtures



 


The
Tenant may install its usual business and trade fixtures in the usual manner in the Premises, provided such installation does not damage
the Premises or the Building and provided further that, if requested by the Landlord, the Tenant has submitted to the Landlord plans
and specifications for such business and trade fixtures and obtained the prior written consent of the Landlord to them, which consent
will not be unreasonably withheld. All business and trade fixtures owned or installed by the Tenant in or on the Premises will remain
the property of the Tenant and will be removed by the Tenant at the expiration of the Term or any renewal of it or at the sooner termination
of it, provided that the Tenant at its expense will repair any damage to the Premises, the Land, or the Building caused by such removal,
subject to reasonable wear and tear. Such removal by the Tenant will be permitted provided that the Tenant is not in default under any
covenant or agreement in this Lease at the time of such removal; and if in default, the Landlord will have a lien on the Tenant’s
trade fixtures as security against loss or damage resulting from any such default by the Tenant, and the Tenant’s trade fixtures
will not be removed by the Tenant until such default is cured, unless otherwise directed by the Landlord. The Landlord may elect to require
the Tenant to remove all or any part of the business and trade fixtures owned or installed by or on behalf of the Tenant at the expiration
or termination of the Term or any renewal of it, in which event such removal will be done at the Tenant’s expense and the Tenant
will, at its expense, repair any damage to the Premises, the Building, and the Land caused by such removal, subject to reasonable wear
and tear. If the Tenant does not remove its business and trade fixtures promptly after written demand by the Landlord, such property
will, if the Landlord elects, be deemed to become the Landlord’s property or the Landlord may remove it at the expense of the Tenant
and the cost of such removal will be paid by the Tenant promptly to the Landlord on written demand, and the Landlord will not be responsible
for any loss or damage to such property as a result of such removal.


 


	10.4	Alterations
                                            and Additions



 


Save
and except as provided in Schedule B, the Tenant will not remove, alter, or change the position or style of, or add to, the Premises
or any part of them, or make any excavations on the Land, without in any and every such case having first submitted plans and specifications
of the proposal to the Landlord and having obtained the prior written consent of the Landlord to it, such consent not to be unreasonably
withheld or delayed, and, unless otherwise provided by such consent, all such alterations, additions, erections, or excavations will
be done either by or under the direction of the Landlord, as the Landlord may determine, but at the cost of the Tenant. All work will
be done in a good and workmanlike manner by contractors or tradespeople approved in writing by the Landlord. The Tenant will pay to and
reimburse the Landlord promptly on demand for all costs and expenses incurred by the Landlord in the review and approval of any plans
and specifications by the Landlord’s architects and engineers. The Tenant will obtain and pay for all required building and occupancy
permits in respect of its work as aforesaid. The Tenant will, at its own cost and expense, take out or cause to be taken out any additional
insurance coverage reasonably required by the Landlord to protect the respective interests of the Landlord and the Tenant during all
periods when any such work is being performed.


 


	10.5	Leasehold
                                            Improvements



 


Any
and all Leasehold Improvements, but not the Tenant’s business and trade fixtures in or upon the Premises, whether placed there
by the Tenant or the Landlord or a previous occupant of the Premises, will immediately upon such placement become, and will thereafter
remain, the property of the Landlord without compensation to the Tenant. Notwithstanding anything in this Lease, the Landlord will be
under no obligation to repair, maintain, replace, or insure the Leasehold Improvements. The Landlord shall not be entitled to elect that
any or all Leasehold Improvements made or installed by or on behalf of the Tenant under this Lease, or under the provisions of any previous
lease to the Tenant, be removed at the expiry or earlier termination of the Term or any renewal of it, and it will be the Tenant’s
obligation to yield up to the Landlord, the Premises including all fixtures maintained in the condition required under clause 10.1 of
this Lease, subject to normal wear and tear. The Tenant will not mortgage, charge, encumber, or grant any security interest in any Leasehold
Improvements made or installed by or on behalf of the Tenant.


 




    	 



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	10.6	Glass



 


The
Tenant shall restore at its expense and with glass of the same colour and quality, any broken or damaged glass on the Leased Premises.


 


	10.7	Overload



 


The
Tenant shall not bring upon the Land any machinery, vehicles, equipment, article or thing that by reason of its weight, size or use might
damage the Land and/or the Premises and shall not at any time overload the floors of the Premises beyond the design specifications for
the Premises (“Excess Overloading”). Subject to the last sentence of this clause 10.7, if any damage is caused to
the Land and/or Premises by any machinery, equipment, article or thing brought on by the Tenant or any of its servants, agents or employees
or any person having business with the Tenant or by Excess Overloading or by any act, neglect or misuse on the part of the Tenant or
any of its servants, agents or employees or any person having business with the Tenant, the Tenant shall forthwith repair or pay to the
Landlord the cost of making good such damage.


 


	10.8	Sign
                                            Removal



 


Subject
to the provisions of this Lease, upon the termination of this Lease, the Tenant shall, if the Landlord so requests:


 


		(a)	Remove
                                            all signs or other identifying marks from the Premises and repair any damage resulting from
                                            such removal or the original installation, subject to normal wear and tear.



 


If
the Tenant shall fail to remove signs, identifying marks and repair any damage as aforesaid, the Landlord may complete such work at the
expense of the Tenant and the Tenant shall, upon written demand, forthwith pay to the Landlord the cost of such removal and repair.


 


	10.9	Removal
                                            of Ice and Snow from Sidewalks



 


The
Tenant covenants and agrees with the Landlord that if the Tenant at any time during the Term fails to keep the sidewalks in front of
the Premises reasonably clean from ice and snow during the times and to the extent required of an owner under the bylaws or other regulation
of the City of Burnaby in effect from time to time, the Landlord through its agents, servants, contractors, and subcontractors may remove
such ice and snow and the Landlord will not be required to give the Tenant any notice of its intention to do so.


 




    	 



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Any
costs and expenses incurred by the Landlord in removing such ice and snow will be reimbursed to the Landlord by the Tenant on demand
plus a 15% administration fee.


 


	10.10	Leased
                                            Premises Accepted “As Is”



 


Subject
to the completion of the Landlord’s Work, the Tenant accepts the Leased Premises on an “as is / where is” basis, including
without limitation, the current electrical capacity and available power for the Tenant’s intended business operations in the Premises.
If the Tenant requires any modifications to the current electrical capacity and available power in the Premises it shall comply with
the provisions of clause 10.4 prior to making such electrical modifications.


 


	10.11	Landlord’s
                                            Repairs



 


The
Landlord will maintain, repair, replace and keep in repair as may be necessary, the Roof, the exterior and structure of the Building,
including foundation, and to make all necessary structural repairs and replacements to the Building, including parking areas and driveways
located on the Land.


 


Notwithstanding
as aforesaid, the parties agree that the Landlord shall not be responsible for repairs occasioned by the misuse or the negligence of
the Tenant or the Tenant’s agents or employees or those persons whose conduct the Tenant is at law responsible.


 


11.DAMAGE,DESTRUCTION,OREXPROPRIATIONOFTHE
PREMISES


 


	11.1	Damage
                                            and Destruction



 


		(a)	If
                                            the Premises are damaged by fire or other casualty that renders all of the Premises or a
                                            substantial area of the Premises unusable by the Tenant and materially adversely affects
                                            the business carried on by the Tenant on the Premises, then the Annual Basic Rent will from
                                            and after the date of the damage abate in the same proportion as such unusable area of the
                                            Premises bears to the total Area of the Premises, and such abatement will continue until
                                            the Landlord has completed its repairs under subclause 11.1(b) or until this Lease is terminated,
                                            whichever first occurs.



 


	 	(b)       	Except
  as provided in subclause 11.1(c), if the Premises are damaged by fire or other casualty not caused by the negligence of the Tenant
  or those for whom it is responsible in law, and the damage is covered by insurance held by the Landlord under this Lease, then the
  damage to the Premises will be repaired by the Landlord at its expense, provided that the Tenant will, to the limits of insurance it
  ought to have received under the terms of this Lease, be responsible for any costs in excess of insurance proceeds received. The Tenant
  will, at its expense, repair all Leasehold Improvements and any installations, alterations, additions, partitions, improvements, and
  fixtures made by or on behalf of the Tenant and all damage caused by its negligence or the negligence of those for whom it is responsible
  in law. At the option of the Landlord, such repairs will be performed by the Landlord at the expense of the Tenant if the Landlord
  considers that this would be more efficient and cost-effective. All repairs the Landlord is required to make under this clause will
  be made with due diligence, provided that the Landlord will not be liable to the Tenant for any loss or damage suffered by the Tenant
  as a result of any delay that may arise by reason of adjustment of insurance on the part of the Landlord or on account of the circumstances
  described in clause 19.7.




 






    	 



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		(c)	If,
                                            in the Landlord’s opinion, the Building is damaged by fire or other casualty to the
                                            extent that it cannot reasonably be repaired or rebuilt within 180 days after the occurrence
                                            of such damage, and if the Landlord consequently decides not to restore the same, then the
                                            Landlord will, within 15 working days after the happening of such fire or other casualty,
                                            give to the Tenant a notice in writing of such decision and thereupon the Term and any renewal
                                            of this Lease will expire effective the 15th Business Day following the occurrence of the
                                            damage, and the Tenant will vacate the Premises and surrender the Premises to the Landlord,
                                            and all rights of the Tenant under this Lease will cease and determine within two Business
                                            Days following the effective date of termination. If the Building is damaged as described
                                            and the Landlord does not give notice as provided, then the Landlord will diligently proceed
                                            to repair or rebuild the Building in accordance with subclause 11.1(b). If such repair or
                                            rebuilding is not completed and available for occupation by the Tenant within 240 days from
                                            the time of the fire or other casualty causing the damage, the Tenant may at its option,
                                            to be exercised within 10 days of the termination of the period of 240 days (or the termination
                                            of such later period as extended by clause 19.7) by notice in writing, terminate this Lease
                                            and all of the rights of the Tenant under it, and the Tenant will then have no further liability
                                            for Rent in respect of any period after the date of termination.



 


	11.2	Expropriation



 


If
the whole of the Premises is acquired or condemned by an authority having the power for such acquisition or condemnation then the Term
and any renewal of it shall cease from the date of entry by such authority. Nothing in this Lease will prevent the Landlord or the Tenant
or both from recovering damages from such authority for the value of their respective interests or for such other damages and expenses
allowed by law.


 


	12.	ASSIGNMENT
                                            AND SUBLETTING



 


	12.1	Assignment
                                            and Subletting



 


	 	(a)       	The
  Tenant will not make, grant, execute, enter into, consent to, or permit any Transfer without the prior written consent of the Landlord,
  such consent shall not be arbitrarily or unreasonably withheld or delayed. In the event that the Tenant desires to make, grant, execute,
  enter into, consent to, or permit any Transfer then the Tenant will give prior written notice to the Landlord of such desire, specifying
  in the notice the proposed Transferee and providing to the Landlord such information on the nature of the business of the proposed
  Transferee, together with its financial responsibility and standing, as the Landlord may reasonably require, together with the terms
  and conditions of the proposed Transfer. The Tenant will also deliver to the Landlord a copy of the Transfer intended to be executed
  by the Tenant and the Transferee, together with the Landlord’s required administration fee. The Landlord will, within 10 Business
  Days thereafter, notify the Tenant in writing that:




 




    	 



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		(i)	it
                                            consents to such Transfer, or



 


		(ii)	that
                                            it does not consent to such Transfer.



 


		(b)	Provided
                                            always and notwithstanding subclause 12.1(a), the Landlord’s consent to a Transfer
                                            does not constitute a waiver of the necessity for the Tenant to obtain the prior written
                                            consent of the Landlord to any subsequent Transfer, and no Transfer will in any manner release
                                            the Tenant from its obligations for the payment of the Rent and the observance and performance
                                            of the covenants, terms, and conditions provided in this Lease during the Term and any renewal
                                            of the Term.



 


		(c)	Upon
                                            the initial request for a Transfer together with receipt from the Tenant of the administration
                                            fee and undertaking required in subclause 12.1(d), and provided that the Landlord does not
                                            withhold its consent to such Transfer, the Landlord will provide to the Tenant its commercially
                                            reasonable standard-form written agreement pertaining to Transfers. The Tenant will require
                                            each Transferee, at the time of any Transfer, to execute and deliver the Landlord’s
                                            standard-form written agreement between the Tenant, the Landlord, and the Transferee wherein
                                            the Transferee agrees to observe and perform all of the covenants, agreements, provisos,
                                            terms, and conditions of this Lease, and wherein the Tenant acknowledges and agrees that
                                            it will continue to be liable under this Lease during the Term and any renewal of the Term.
                                            If either the Tenant or the Transferee fails to execute and deliver the standard-form written
                                            agreement then the Landlord will have the right to refuse to grant its consent to such Transfer,
                                            or, where such consent is not required, the Transfer will not be effective until the standard-form
                                            written agreement is executed and delivered by the Tenant and the Transferee. Without in
                                            any way restricting the generality of the Landlord’s right to refuse consent to any
                                            Transfer, the Landlord will have the right to refuse to consent to any Transfer if the Lease
                                            is not in good standing.



 


	 	(d)       	The
  Tenant will, together with its initial request to the Landlord for consent to any Transfer, pay to the Landlord an administration fee
  of $1,500.00, and the Tenant will also undertake to reimburse to the Landlord any solicitors’ fees and any other costs, charges,
  and expenses that may be incurred by the Landlord in connection with the Tenant’s request for consent to any Transfer, such reimbursement
  not to exceed $2,000.00.




 






    	 



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		(e)	If
                                            the Tenant is a corporation or if the Transferee is a corporation, and, at any time during
                                            the Term or any renewal of it, any or all of the corporate shares or voting rights of shareholders
                                            of the Tenant or the Transferee are transferred by sale, assignment, bequest, inheritance,
                                            trust, operation of law, or other disposition, or treasury shares be issued, so as to result
                                            in the control of the Tenant or the Transferee having changed from one person or group of
                                            persons to another person or group of persons without the prior written consent of the Landlord,
                                            which consent shall not be arbitrarily or unreasonably withheld or delayed, then, and so
                                            often as such a change of control occurs, the Landlord will have the right to terminate this
                                            Lease at any time after such change of control by giving the Tenant 60 days’ prior
                                            written notice of such termination. The Tenant will, upon request by the Landlord, make available
                                            to the Landlord from time to time for inspection and copying all books and records of the
                                            Tenant that alone or with other data show the applicability or otherwise of this subclause.
                                            This subclause will not be applicable to any transfer of shares that are listed on a security
                                            exchange regulated by government authority.



 


		(f)	Intentionally
                                            deleted.



 


	12.2	No
                                            Profit from Subletting or Assignment



 


The
Tenant acknowledges that it shall not be entitled to receive any profit of any nature from the subleasing or assigning of this Lease
and that any such profit received by the Tenant shall be for the benefit of the Landlord and held in trust by the Tenant for the Landlord’s
benefit.


 


	13.	DEFAULT



 


	13.1	Payments
                                            by Landlord Regarded as Rent



 


If
the Tenant fails to observe or perform any of the covenants or obligations of the Tenant under or in respect of this Lease, and any such
breach, non-observance, or non- performance continues for seven Business Days after written notice of it to the Tenant by the Landlord,
the Landlord may from time to time at its discretion perform or cause to be performed any of such covenants or obligations or any part
of them, and for such purpose may do such things as may be required, and may enter upon the Premises to do such things; and all costs
and expenses incurred and expenditures made by or on behalf of the Landlord will be paid promptly by the Tenant to the Landlord. If the
Tenant fails to pay, the Landlord may add the costs and expenses to the Rent and recover them by all remedies available to the Landlord
for the recovery of Rent in arrears. Nothing in this clause 13.1 will require the Landlord to directly or indirectly commence or complete
such performance of the Tenant’s covenants or obligations. If the Landlord incurs any damage, loss, cost, or expense whatsoever
for which the Tenant is in any way liable under this Lease, by reason of any failure of the Tenant to observe or comply with any of the
covenants or agreements of the Tenant in this Lease, then in every such case the amount of any such damage, loss, cost, or expense will
be due and payable by the Tenant to the Landlord on demand by the Landlord and the Landlord will have the right at its option to add
the cost or amount of any such damage, loss, cost, or expense to the Rent, and any such amount will immediately be due and payable as
Rent and recoverable by the Landlord by all remedies available to the Landlord for the recovery of Rent in arrears.


 




    	 



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	13.2	Re-entry
                                            on Default



 


The
Tenant further covenants with the Landlord that in the event of the breach, non- observance, or non-performance of any covenant, agreement,
stipulation, proviso, condition, rule, or regulation required by the Tenant to be kept, performed, or observed under this Lease, and
any such breach, non-observance, or non-performance continues for seven Business Days (as may be extended for an additional thirty (30)
days in the case of a non-monetary breach where the Tenant has commenced curing such breach during the seven Business Day cure period
and is diligently pursuing such cure), after written notice of it to the Tenant by the Landlord, or in case the Term will be taken in
execution or attachment for any cause whatsoever, then and in any such case the Landlord, in addition to any other remedy now or hereafter
provided, may re-enter and take possession immediately of the Premises or any part of them in the name of the whole, and may use such
reasonable force and assistance in making such removal as the Landlord may deem advisable to recover at once full and exclusive possession
of the Premises; and such re- entry will not operate as a waiver or satisfaction in whole or in part of any right, claim, or demand arising
out of or connected with any breach, non-observance, or non-performance of any covenant or agreement of the Tenant.


 


	13.3	Bankruptcy
                                            or Insolvency of Tenant



 


(a)       If,
during the Term or any renewal of it, any of the goods and chattels of the Tenant are seized or taken in attachment by any creditor of
the Tenant, or if a writ of execution, sequestration, or extent issues against the goods and chattels of the Tenant, or if any petition
or other application is presented to any court of competent jurisdiction for the dissolution, liquidation, or winding-up of the Tenant
or for the appointment of a receiver or receiver and manager, or if the Tenant becomes bankrupt or insolvent or takes the benefit of
any statute now or hereafter in force for bankrupt or insolvent debtors, or if the Premises are used for any purpose other than permitted
by clause 7.1 without the prior written consent of the Landlord, or if the Tenant makes an assignment for the benefit of creditors or
makes any sale or other disposition of all or substantially all of its goods and chattels (except incidental to its amalgamation with
any other company), then and in every case the Tenant will be, and be deemed to be, in default under this Lease; the then-current and
the next ensuing three months’ Annual Basic Rent and Additional Rent (to be determined
for the current year at rates estimated by the Landlord acting reasonably) and any additional money owing under this Lease will immediately
become due and payable; the Landlord may re-enter and take possession of the Premises or any part of them in the name of the whole, and
have again, repossess, and enjoy the Premises in its former estate, anything in this Lease to the contrary notwithstanding, as though
the Tenant were holding over after the expiration of the Term; and the Term and any renewal of it will, at the option of the Landlord,
immediately become forfeited and determined and the then-current and the next ensuing three months’ Annual Basic Rent, the Additional
Rent (to be determined for the current year at rates estimated by the Landlord acting reasonably) and any additional money owing under
this Lease will be recoverable by the Landlord as if it were Rent in arrears, but the Tenant will remain liable under this Lease.


 




    	 



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	13.4	Sale
                                            and Reletting



 


The
Tenant further covenants and agrees that upon the Landlord becoming entitled to re- enter upon the Premises under any of the provisions
of this Lease, the Landlord, in addition to all other rights and remedies, will have the right to enter the Premises as the agent of
the Tenant either by reasonable force or otherwise without being liable for any prosecution, and to relet the Premises as the agent of
the Tenant, and to receive all rent for them, and as agent of the Tenant to take possession of trade fixtures of the Tenant and any goods
and property whatsoever on the Premises, and to sell the same at public or private sale without notice, and to apply the proceeds of
such sale and any rent derived from reletting the Premises in payment of the Rent due under this Lease, after deducting its costs of
conducting such sale and its costs of reletting; and the Tenant will be liable to the Landlord for any deficiency.


 


	13.5	Termination



 


The
Tenant further covenants and agrees that upon the Landlord becoming entitled to re- enter upon the Premises under any of the provisions
of this Lease, the Landlord, in addition to all other rights and remedies, will have the right to immediately terminate this Lease and
the Term or any renewal of it and all of the rights of the Tenant under this Lease by giving notice in writing addressed to the Tenant
of its intention so to do, and any other payments for which the Tenant is liable under this Lease will be paid and the Tenant will immediately
deliver up possession of the Premises to the Landlord, and the Landlord may re-enter and take possession of the Premises without limitation
to its right to claim damages arising from the Tenant’s breach.


 


	13.6	Distress



 


At
any time that the Landlord is entitled to levy distress against the goods and chattels of the Tenant, it may use such reasonable force
as it may deem necessary for the purpose of gaining admission to the Premises without being liable for any action or for any loss or
damage occasioned thereby, and the Tenant hereby expressly releases the Landlord from all actions, proceedings, claims, or demands whatsoever
for or on account of or in respect of any such forcible entry or any loss or damage sustained by the Tenant in connection with it. The
Tenant waives and renounces the benefit of any present or future statute taking away or limiting the Landlord’s right of distress,
and covenants and agrees that, notwithstanding any such statute, none of the goods and chattels of the Tenant on the Premises at any
time during the Term or any renewal of it will be exempt from levy by distress for Rent in arrears. The Tenant covenants and agrees to
indemnify and save harmless the Landlord from and against any and all manner of actions or causes of action, damages, costs, loss, or
expenses of whatever kind that the Landlord may sustain, incur, or be put to by reason of or arising out of the distress, seizure, or
the levy of distress against any goods or chattels on or in the Premises, whether owned by the Tenant or any other person, and such liability
to indemnify and save harmless will survive any termination of this Lease and the expiry of the Term or any renewal of it, anything in
this Lease to the contrary notwithstanding.


 




    	 



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	13.7	Landlord’s
                                            Expenses Enforcing Lease



 


If
it is necessary for the Landlord to retain the services of any person for the purpose of assisting the Landlord in enforcing any of its
rights under this Lease or otherwise available at law, the Landlord will be entitled to collect from the Tenant the cost of all such
services including, but not limited to, all charges by any bailiff effecting a distress and all legal fees and disbursements incurred
in enforcing the Landlord’s rights under this Lease and in connection with all necessary court proceedings at trial or on appeal
on a solicitor-and-own-client basis, as if they were Rent reserved and in arrears under this Lease.


 


	13.8	Remedies
                                            Cumulative



 


No
remedy conferred upon or reserved to the Landlord under this Lease, by statute or otherwise, will be considered exclusive of any other
remedy, but the remedy will be cumulative and in addition to every other remedy available to the Landlord and all such remedies and powers
of the Landlord may be exercised concurrently and from time to time and as often as the Landlord deems expedient.


 


	14.	SUBORDINATION,
                                            ATTORNMENT, AND STATUS CERTIFICATE



 


	14.1	Provide
                                            Financial Information



 


Whenever
any of the Landlord’s Mortgagees, in connection with any financing of the Land or the Building or any part of them, requires information
relating to the financial position of the Tenant, then the Tenant, within 30 days after receipt by it of a notice in writing from the
Landlord requesting such information, will furnish directly to such Landlord’s Mortgagee copies of the financial statements of
profit and loss and surplus or deficit, in respect of each of the three years immediately preceding the year in which such notice is
given. All such information will be used by such Landlord’s Mortgagees in connection with such financing only, and will be supplied
to such Landlord’s Mortgagees on the condition that the information be treated on a confidential basis.


 


	14.2	Subordination



 


This
Lease is and will be subject, subordinate, and postponed to all Mortgages to the extent that without execution of any document other
than this Lease, the Mortgages will have priority over this Lease notwithstanding the respective dates of execution, delivery, or registration
of them. Without limiting the generality of the foregoing, the Tenant agrees to promptly execute any document in confirmation of such
subordination and postponement of this Lease to any of the Mortgages, provided however that such subordination or postponement will not
be effective with respect to a specific Mortgage unless and until the Landlord’s Mortgagee holding such Mortgage confirms in writing
to the Tenant that the Tenant has the right, if not in default under this Lease, to remain in possession of the Premises in accordance
with the terms of this Lease in the event that such Landlord’s Mortgagee obtains title to the Premises by way of foreclosure or
otherwise.


 




    	 



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	14.3	Attornment



 


Whenever
required by any of the Landlord’s Mortgagees under any of the Mortgages, or in the event of an exercise by any of the Landlord’s
Mortgagees of the power of sale in any of the Mortgages, the Tenant will attorn to and become, in each case, a tenant of such Landlord’s
Mortgagees or any purchaser from such Landlord’s Mortgagee for the then unexpired residue of the Term upon all of the terms and
conditions of this Lease.


 


	14.4	Estoppel
                                            Certificate



 


The
Tenant will at any time and from time to time upon 10 days’ prior notice from the Landlord execute and deliver to the Landlord,
or the Landlord’s Mortgagees, or a prospective purchaser of the whole or any portion of the Landlord’s interest in the Land
or the Building, a statement in writing confirming the terms of this Lease, certifying that this Lease is unmodified and in full force
and effect (or, if modified, stating the modifications and that the Lease is in full force and effect as modified), and certifying the
amount of the Rent then being paid under this Lease, the dates to which the Rent and other charges under this Lease have been paid, that
the Landlord has complied with all the terms of this Lease, that the Premises are acceptable to the Tenant, that the Tenant will not
amend, modify, or surrender this Lease or make any prepayment of the Rent other than the Rent for the current month without the prior
written consent of the Landlord’s Mortgagees or prospective purchaser, that there are no outstanding set-offs or equities disclosed
or undisclosed as between the Landlord and the Tenant, that no money other than a maximum of one month’s Rent in accordance with
the provisions of the Lease has been prepaid by the Tenant to the Landlord, that the Tenant is aware of the assignment by the Landlord
to the Landlord’s Mortgagees of all Rents under this Lease, and any other matters pertaining to this Lease in respect of which
the Landlord may desire certification.


 


	15.	QUIET
                                            ENJOYMENT



 


The
Landlord covenants with the Tenant for quiet enjoyment, subject to the provisions in Article 2 and subject to any rights of entry by
the Landlord as provided in this Lease.


 






    	 



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	16.	PARKING
                                            AND COMMON AREA



 


	16.1	Designated
                                            Parking Area



 


The
Landlord shall allocate 12 parking stalls, being stalls 77R, 78R, 79R, 80R, 81R, 95S, 96S, 97S, 98S, 99S, 100S and 101S, for the purpose
of parking cars of the Tenant’s employees, guests and customers while visiting the Premises as shown in the building plan attached
as Schedule “C” (the “Designated Parking Area”).


 


	16.2	Tenant’s
                                            Use of Designated Parking Area



 


The
Tenant will:


 


		(a)	ensure
                                            at all times that its employees, invitees and customers will only park
                                            their cars in the Designated Parking Area; and



 


		(b)	the
                                            Tenant will not park its trucks and/or trailers in the Designated Parking Area, such vehicles
                                            and trailers shall only be permitted to be parked in the area immediately in front of the
                                            loading bay at the back of the Premises.



 


	16.3	Access
                                            to the Premises, Designated Parking Area and Common Area



 


The
Landlord covenants not to prevent the Tenant, its employees, invitees and customers from having access to the Premises, Designated Parking
Area and Common Area.


 


	16.4	Common
                                            Area



 


		(a)	The
                                            use and occupation of the Premises by the Tenant will include the non-exclusive license to
                                            use in common with others so entitled, the Common Area for the purpose of picnics or use
                                            as a common rest area during coffee breaks and lunch hour breaks or hosting workplace related
                                            barbeques, subject to the Common Area being available and not scheduled for another tenant’s
                                            workplace event.



 


		(b)	The
                                            Tenant shall have the right on making previous arrangements with the Landlord, to schedule
                                            the exclusive use of the Common Area for its own workplace related barbeques or events.



 


		(c)	The
                                            Common Area will at all times be subject to the exclusive control and management of the Landlord.
                                            The Landlord has the right from time to time to establish, modify, and enforce rules and
                                            regulations with respect to the Common Area, including those related to its use, maintenance
                                            and operation, and the rules and regulations in all respects will be observed and performed
                                            by the Tenant and the employees, invitees and customers of the Tenant.



 


		(d)	Notwithstanding
                                            the foregoing, the Landlord has the right to change the size of the Common Area or to remove
                                            it if the Landlord requires the permanent use of the Common Area for future development or
                                            use as additional parking.



 




    	 



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	17.	TENANT
                                            COVENANTS



 


	17.1	Signs



 


The
Tenant, with the Landlord’s prior written approval and at the cost of the Tenant, shall have the right of placing its business
sign on the Building which shall adhere to all regulatory by-laws pertaining to the clauses in this Lease, as well as the applicable
municipal signage by-laws and such Sign complies at all times with the requirements of any lawful authority having jurisdiction over
it. If any Sign no longer complies with the terms of the requirements of any lawful authority having jurisdiction over it, and is not
otherwise grandfathered under the earlier governmental requirement, and any such breach, non-observance, or non-performance continues
for 30 Business Days after written notice of it to the Tenant by the Landlord, then the Landlord, will have the right at any time thereafter
to remove any such Sign at the Tenant’s expense; and the costs, charges, and expenses of such removal will promptly be paid by
the Tenant to the Landlord. The repair provisions of clause 10.7 will also apply to the Signs.


 


	17.2	Garbage



 


The
Tenant will keep the Premises and Common Area clean and tidy and in good order.


 


	17.3	No
                                            Smoking



 


The
Tenant will ensure at all times that its employees, invitees and customers will be prohibited from smoking or vaping anywhere on the
Premises and elsewhere on the Land, except that its employees may smoke or vape in the Designated Loading Area specified on Schedule
“C” in accordance with the provisions of the Tobacco and Vapour Products Control Act, RSBC 1996 and Regulations thereto,
as amended or replaced by successor legislation or bylaws.


 


	17.4	Abate
                                            Nuisance



 


Upon
written notice to the Tenant from the Landlord or from any lawful authority having jurisdiction, the Tenant will immediately, at its
sole expense, abate any nuisance caused by vibration, noise, or offensive smell, or by any undue emission of smoke, vapour, or dust caused
by the Tenant or arising directly or indirectly out of the operations carried on upon the Premises.


 


	17.5	Hazardous
                                            Substances



 


The
Tenant will:


 


		(a)	not
                                            use or permit to be used all or any part of the Premises for the sale, storage, manufacture,
                                            disposal, use, or any other dealing with any Hazardous Substances, without the prior written
                                            consent of the Landlord, which may be unreasonably withheld;



 


		(b)	strictly
                                            comply, and cause any person for whom it is in law responsible to comply, with all Environmental
                                            Laws regarding the use and occupancy of the Premises;



 






    	 



    	P a g e |	 33



    

 


		(c)	promptly
                                            provide to the Landlord a copy of any environmental site assessment, audit, or report relating
                                            to the Premises conducted by or for the Tenant at any time;



 


		(d)	promptly
                                            notify the Landlord in writing of any release of a Hazardous Substance or Hazardous Substances
                                            or any other occurrence or condition at the Premises or any adjacent property that would
                                            contaminate the Premises or subject the Landlord or the Tenant to any fines, penalties, orders,
                                            investigations, or proceedings under Environmental Laws;



 


		(e)	on
                                            the expiry or earlier termination of this Lease, or at any time if requested by the Landlord
                                            or required by any government authority pursuant to Environmental Laws, remove from the Premises
                                            all Hazardous Substances and remediate any contamination of the Premises or any adjacent
                                            property resulting from Hazardous Substances, in either case brought onto, used at, or released
                                            from the Premises by the Tenant or any person for whom it is in law responsible. The Tenant
                                            will perform these obligations promptly at its own cost and in accordance with Environmental
                                            Laws. All such Hazardous Substances will remain the property of the Tenant, notwithstanding
                                            any rule of law or other provision of this Lease to the contrary and notwithstanding the
                                            degree of their affixation to the Premises;



 


		(f)	indemnify
                                            the Landlord and its directors, officers, employees, agents, successors, and assigns from
                                            any and all liabilities, actions, damages, claims, losses, costs, fines, penalties, and expenses
                                            whatsoever (including all legal and consultants’ fees and expenses and the cost of
                                            remediation of the Premises and any adjacent property) arising from or in connection with:



 


		(i)	any
                                            breach of or non-compliance with the provisions of this clause



 


		17.5	by
                                            the Tenant; or



 


		(ii)	any
                                            release or alleged release of any Hazardous Substance or Hazardous Substances at or from
                                            the Premises related to or as a result of the use and occupation of the Premises or any act
                                            or omission of the Tenant or any person for whom it is in law responsible.



 


The
obligations of the Tenant under this clause 17.5 will survive the expiry or earlier termination of this Lease. For greater clarity, the
Tenant shall only be responsible for any Hazardous Substance that is caused to be on the Premises by the Tenant of any person for whom
it is in law responsible.


 


	17.6	No
                                            Excavation



 


The
Tenant will not excavate, dig, or extract any sand, gravel, earth, or minerals of any description out of the Land.


 




    	 



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	17.7	Easements



 


The
Tenant will not, without the prior written consent of the Landlord, permit any encroachment, right-of-way, easement, or other encumbrance
to be made or entered into, against, or upon the Premises or the Land or any part of them.


 


	17.8	Liens



 


The
Tenant will use its best efforts to ensure that no claim of lien will be filed in respect of any work that may be carried out by it or
on its behalf in the Building or on the Land, and if a claim of lien is filed in respect of any such work the Tenant will take all necessary
steps to have the claim of lien cancelled and discharged from the Land and the Building within 15 days of the date the Tenant has knowledge
of such filing, and the Tenant will indemnify and save harmless the Landlord from any and all loss, cost, expense, damage, and liability
in respect of such claim of lien. The Landlord, in addition to any right or remedy, will have the right, but will not be obliged, to
discharge any claim of lien from the Land and the Building by paying the amount claimed to be due or by procuring a discharge of such
liens by deposit in the appropriate court, and in any such event the Landlord will be entitled, if it so acts, to expedite the prosecution
of any action for the enforcement of such claim of lien by the lien claimant and to pay the amount of the judgment, if any, in favour
of the lien claimant with interest and costs. In any such event the Tenant will promptly pay to and reimburse the Landlord for all money
expended by the Landlord and all costs and expenses incurred by the Landlord.


 


	17.9	Registered
                                            Charges



 


The
Tenant will pay all money owed by it under any security interest or other charge registered or filed against the Land or the Building,
and immediately upon all of the payments having been made, the Tenant will obtain a release or other appropriate document of discharge
and will register the same at its own expense in the proper land title office or other appropriate office of public record as the Landlord
may require to discharge the same from the title to the Land and the Building.


 


	17.10	Exhibit
                                            Premises



 


The
Tenant will permit the Landlord to exhibit the Premises to:


 


		(a)	prospective
                                            tenants or subtenants during the nine-month period prior to the Expiry Date or the date of
                                            expiration of and any renewal of the Term;



 


		(b)	at
                                            any time during the Term on twenty-four (24) hours prior notice if the Landlord has listed
                                            the Land for sale for the purpose of showing a prospective purchaser; and



 


		(c)	the
                                            Landlord’s Mortgagees and prospective mortgagees and any prospective purchaser of the
                                            whole or any part of the Landlord’s interest in the Premises; and for such purposes
                                            the Landlord may place upon the Premises a sign or notice stating that the Premises are for
                                            rent or for sale, and the Landlord will have the right of entry to the Premises at any reasonable
                                            time, and the Tenant at its option may have a servant or agent present at the time of such
                                            entry.



 




    	 



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	17.11	No
                                            Auctions



 


The
Tenant will not permit any sale by auction or any fire sale, bankruptcy sale, moving sale, going-out-of-business sale, or bulk sale to
be held upon the Premises or the Land or any part of them.


 


	18.	FIRST
                                            RIGHT OF OFFER TO LEASE



 


	18.1	First
                                            Right of Offer to Lease



 


The
Landlord shall grant the Tenant the First Right of Offer to Lease the Premises beyond the expiry of the Term, if the Landlord’s
other tenant Canada Research and Development Corporation (“Canada”) does not require the Premises for the expansion
of its business operations at the expiry of the Term, provided the Tenant is not in default of its obligations under the Lease and the
Tenant has duly and punctually observed and performed its covenants, agreements, conditions, and provisos in this Lease on the part of
the Tenant to be observed and performed. Should the Landlord decide that they wish to offer to lease the Premises to Canada for its expansion
after expiry of the Term , they must first notify the Tenant in writing no later than sixty (60) days prior to the expiry of the Term
that they are doing so at which time this First Right of Offer to Lease shall terminate and the Tenant will be required to deliver up
vacant possession at the expiry of the Term on the terms contained in this Lease. If the Landlord has not provided the above notice by
the stated deadline, the Tenant shall have thirty (30) days after the Landlord’s deadline, to negotiate a renewal of this Lease
beyond expiry of the Term, before the Landlord can offer the Premises to any other party. If, after the thirty (30) day period, the parties
are not able to come to terms on a renewal of this Lease, or the Tenant has not advised the Landlord that it wants to negotiate a renewal
of this Lease, then the Landlord shall be free to negotiate with other potential tenants wanting to lease the Premises and the Tenant
will be required to deliver up vacant possession at the expiry of the Term on the terms and conditions contained in this Lease.


 


	19.	MISCELLANEOUS



 


	19.1	Registration
                                            of Lease



 


The
Landlord will have no obligation to execute and deliver this Lease in registrable form.


 


	19.2	No
                                            Warranties



 


The
Tenant acknowledges and agrees that no representations, warranties, agreements, or conditions have been made other than those expressed
in this Lease, and that no agreement collateral to this Lease will be binding upon the Landlord unless it be made in writing and duly
executed on behalf of the Landlord.


 




    	 



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	19.3	No
                                            Waiver



 


		(a)	The
                                            failure of the Landlord to exercise any right or option in connection with any breach or
                                            violation of any term, covenant, or condition to this Lease will not be deemed to be a waiver
                                            or relinquishment of such term, covenant, or condition nor of any subsequent breach of it
                                            or any other term, covenant, or condition in this Lease. The subsequent acceptance of the
                                            Rent or any portion under this Lease by the Landlord will not be deemed to be a waiver of
                                            a preceding breach by the Tenant of any term, covenant, or condition of this Lease.



 


		(b)	The
                                            acceptance of any of the Rent from, or the performance of any obligation under this Lease
                                            by, a person other than the Tenant will not be construed as an admission by the Landlord
                                            of any rights, title, or interest of such person as a Transferee or otherwise in the place
                                            of the Tenant.



 


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



 


	19.4	Notices



 


All
notices, demands, and requests that may be or are required to be given pursuant to this Lease will be in writing and will be sufficiently
given if delivered personally to the party or an officer of the party for whom it is intended; or sent by fax or other electronic means;
or by registered mail, postage prepaid, addressed to the respective addresses specified in the Lease Summary or such other addresses
as the parties may from time to time advise by notice in writing. The Tenant will require each Transferee to supply its respective mailing
address to the Landlord. The date of receipt of any such notice, demand, or request will be deemed to be the date of delivery of such
notice, demand, or request if delivered; or if telecopied as specified it will be deemed to be received on the next day following the
date of transmission (excluding Saturdays, Sundays, and statutory holidays in British Columbia), or if mailed as specified it will be
deemed to be received on the fourth Business Day following the date of such mailing, unless there is between the date of mailing and
actual receipt a mail strike or other labour dispute that adversely affects mail service in British Columbia, in which case the party
giving the notice, demand, or request will deliver such notice, demand, or request by an alternative method.


 


	19.5	Peaceful
                                            Surrender



 


The
Tenant will, at the expiration or sooner determination of the Term, immediately peacefully surrender and yield up unto the Landlord the
Premises, together with all fixtures or improvements that at any time during the Term are made in or on the Premises, in the state of
repair required to be maintained by the Tenant under this Lease, without notice from the Landlord; and will deliver to the Landlord all
keys to the Premises that the Tenant has in its possession.


 




    	 



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	19.6	Holding
                                            Over



 


If
the Tenant holds over with the Landlord’s written consent after the expiration of the Term or any renewal of it, and the Landlord
accepts the new Rent or any portion of it, the new tenancy thereby created will be deemed to be a monthly tenancy and not a yearly tenancy
and will be subject to the covenants and conditions in this Lease insofar as they are applicable to a tenancy from month to month, except
that if the Tenant remains in possession without the Landlord’s written consent, the monthly instalments of Annual Basic Rent will
be one hundred twenty-five percent (125%) times the monthly instalments of Annual Basic Rent payable for the last month of the later
of the Term or any renewal of it, pro-rated on a daily basis for each day that the Tenant remains in possession, and in addition the
Tenant will be liable for all costs, expenses, losses, and damages resulting or arising from the failure of the Tenant to deliver up
possession of the Premises to the Landlord.


 


	19.7	Inability
                                            to Perform



 


Whenever
and to the extent that the Landlord is unable to fulfill, or is delayed or restricted in the fulfilment of any obligation under this
Lease by reason of being unable to obtain the material, goods, equipment, service, utility, or labour required to enable it to fulfill
any such obligation, or by reason of any statute, law, or order-in-council or any regulation or order passed or made pursuant under such
statute or law, or by reason of the order or direction of any administrator, controller, or board, or any government department or officer
or other authority, or by act of God, or by reason of not being able to obtain any permission or authority required thereby, or by reason
of strikes, lockouts, or other industrial disturbances, explosion, breakage or accident to machinery, or by reason of any other cause
beyond its control whether of the foregoing character or not, the Landlord will 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 Tenant will not be entitled to compensation for any
inconvenience, nuisance, discomfort, or damage thereby occasioned, and will not be entitled to cancel or terminate this Lease.


 


	19.8	Interest



 


Interest
on any money due to the Landlord under this Lease will be paid by the Tenant and will accrue on a daily basis at the Prime Rate plus
3% per annum, such rate of interest to be calculated and compounded monthly, not in advance, from the respective date upon which any
such money becomes due to the Landlord.


 


	19.9	Governing
                                            Law



 


This
Lease will be construed in accordance with, and governed by, the laws of the province of British Columbia.


 


	19.10	Number
                                            and Gender



 


Where
required the singular number will be deemed to include the plural and the neuter gender the masculine or feminine.


 




    	 



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	19.11	Covenants



 


The
Landlord and the Tenant agree that all of the provisions of this Lease are to be construed as covenants and agreements as though the
words imparting such covenants and agreements were used in each separate provision of it. Should any provision or provisions of this
Lease be illegal or not enforceable, it or they will be considered separate and severable from this Lease and its remaining provisions
will remain in force and be binding upon the parties as though the illegal or unenforceable provision or provisions had never been included.


 


	19.12	Time
                                            of the Essence



 


Time
is of the essence of this Lease, except as specified otherwise in this Lease.


 


	19.13	Headings



 


Any
captions, headings, and marginal notes throughout this Lease are for convenience and reference only and the words and phrases contained
in them will in no way be held or deemed to define, limit, describe, explain, modify, amplify, or add to the interpretation, construction,
or meaning of any provision of or the scope or intent of this Lease nor in any way affect this Lease.


 


	19.14	Enurement



 


This
Lease will extend to, be binding upon, and enure to the benefit of the Landlord and the Tenant and their respective heirs, executors,
administrators, successors, and permitted assigns.


 


	19.15	Continuation
                                            of Obligations



 


This
Lease and the obligations of the Tenant under it will continue in full force and effect notwithstanding any change in the person or persons
comprising the Landlord.


 


	19.16	Landlord’s
                                            Limit of Liability



 


The
term “Landlord” as used in this Lease so far as covenants or obligations of the Landlord are concerned will be limited to
mean the Landlord as described in the Lease Summary, while it retains its interest in the Premises, but upon a sale, transfer, or other
disposition of that interest, the Landlord will be automatically and immediately relieved from all liability arising out of the requirement
for performance of any obligations of the Landlord in this Lease, it being understood and agreed that the obligations of the Landlord
in this Lease will be binding upon the Landlord, its successors, and assigns, only during and in respect of the respective successive
periods of its interest in the Premises. The Tenant agrees to attorn to a purchaser, transferee, or person acquiring the interest of
the Landlord in the Premises, such attornment to be effective and self- operative without the necessity of the execution of any further
instrument on the part of the Landlord, the Tenant, or any other person.


 





    	 



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	19.17	Consents



 


Wherever
and whenever the approval or consent of the Landlord is required to be obtained, such approval or consent may be given by such officers,
agents, committee, person, or persons as may from time to time be nominated or appointed in writing by the Landlord for such purpose,
and any such power of nomination or appointment may be delegated by the Landlord. Subject to the terms of this Lease, such nominees,
appointees, or delegates will have the right to withhold approval of or consent to, provided that no approval or consent shall be unreasonably
withheld or delayed, and may then reject, any matter or thing submitted for approval or consent, and every such approval or consent given
will be in writing and may then contain such conditions and stipulations as the Landlord may deem fit.


 


	19.18	Amendments



 


This
Lease will constitute the entire agreement between the parties with respect to the subject matter of it and will not be modified, amended,
or waived except by an instrument in writing duly executed and delivered by the parties or by their successors and permitted assigns.


 


	19.19	Deposit



 


“The
Security Deposit” has been deposited with the Landlord as security for the faithful performance by the Tenant of all the terms,
covenants, and conditions of this Lease. The Security Deposit is to be credited to the first month’s Annual Basic Rent payable
under this Lease (including applicable GST), with the balance to be held as the Security Deposit on the terms contained herein. If the
Tenant fails to pay Rent or otherwise defaults with respect to any provision of this Lease, the Landlord may use, apply, or retain all
or any portion of the Security Deposit towards the payment of any Rent in default, or for the payment of any other expense the Landlord
may incur by reason of the Tenant’s default, or to compensate the Landlord for any loss or damage the Landlord may suffer without
prejudice to any of the Landlord’s legal rights to claim further damages or compensation from the Tenant. If the Landlord so uses
or applies all or any portion of the remaining Security Deposit, the Tenant will within 10 days of the demand deposit cash with the Landlord
in an amount sufficient to restore the Security Deposit to the full amount remaining after credit to the first month’s Annual Basic
Rent. The Landlord will not be required to keep the Security Deposit separate from its general accounts. If the Tenant performs all of
the Tenant’s obligations, the Security Deposit, or so much of it as has not before been applied by the Landlord, will be returned,
without payment of interest or other increment for its use, to the Tenant within sixty (60) days after the expiration of the Term, and
provided that the Tenant has vacated the Premises. No trust relationship is created herein between the Landlord and the Tenant with respect
to the Security Deposit.


 


	19.20	Schedules



 


The
Schedules attached to this Lease are hereby incorporated and form part of this Lease.


 


	19.21	Counterparts


 


This
Agreement may be executed and delivered in any number of counterparts, with the same effect as if all parties had signed and delivered
the same document, and all counterparts shall together constitute one and the same original document. Delivery of an executed
signature page to this Agreement by any party by electronic transmission will be as effective as delivery of a manually executed
copy of the Agreement by such party.

 




    	 



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IN
WITNESS WHEREOF the parties have duly executed and delivered this Lease as of the day and year first above written.


 


	VALENS
    HOLDINGS INC.	 
	 	 
	BY:
    	/s/
    Darwin Kiel	 
	Name:
    	Darwin
    Kiel	 
	Title:	President	 


 


I
have authority to bind the corporation


 


WESTERN
MAGNESIUM CANADA CORPORATION


 


	BY:
    	/s/
    Sam Ataya	 
	Name:
    	Sam
    Ataya	 
	Title:
    	Executive
    President & CEO	 
	I
    have authority to bind the corporation	 


 







    	 



    	P a g e |	 41



    

 


SCHEDULE
A


DESCRIPTION
OF LAND


 


	Civic
    Address:	[***],
    Burnaby, B.C. Legal Description:
	 	 
	 	PID:
    030-555-353
	 	 
	 	Lot
    1 District Lot 165 Group 1 New Westminster District Plan EPP 79251


 




    	 



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SCHEDULE
B


LANDLORD’S
WORK AND TENANT’S WORK


 


	(i)	The
                                            Landlord shall at its sole cost and expense complete the following work prior to the Commencement
                                            Date (the “Landlord’s Work”):



 


		1.	ensure
                                            the Premises are left in a clean broom-swept condition.



 


	(ii)	The
                                            Tenant shall at its sole cost and expense complete the following works during its Fixturing
                                            Period (the “Tenant’s Work”):



 


		1.	Construct
                                            two (2) washrooms as required by Building Code.



 


		2.	Construct
                                            a changeroom.



 


		3.	Telephone
                                            and data-cable runs (at the Tenant’s option).



 


		4.	Security
                                            system (at the Tenant’s option).



 




    	 



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SCHEDULE
C 


BUILDING
PLAN


 


 


 






    	 



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