Exhibit
10.1


 


LEASE
EXTENSION AND AMENDING AGREEMENT


 


THIS
LEASE EXTENSION AND AMENDING AGREEMENT made effective the 5th day of September, 2019.


 


BETWEEN:


 


Variation
Biotechnologies Inc.


 


(hereinafter
referred to as the “Tenant”)


 


of
the first part


 


-and-


 


310
Hunt Club Limited Partnership


 


(hereinafter
referred to as the “Landlord”)


 


of
the second part


 


WHEREAS:


 


	A.	Pursuant
    to a Sub-Sublease dated September 1, 2014, between Iogen Corporation and the Tenant (the “Original
    Lease”),     as amended by the Amendment of Sub-Sublease dated February 15, 2016 (collectively, the amendment with
    the Original Lease,     being referred to as the “Lease”), the Landlord has leased to the Tenant 9,682
    rentable square feet (the “Premises”) of that building known municipally as 310 Hunt Club Road, Ottawa
    (the “Building”);
	 	 
	B.	The
    Landlord has since acquired the Building;
	 	 
	C.	The
    Landlord and Tenant are entering into this First Lease Extension and Amending Agreement (the “First Lease Extension”)
    in order to evidence their agreement to extend the term of the Lease and otherwise amend the Lease pursuant to the terms
    and conditions agreed to by the parties as set out herein.


 


NOW
THEREFORE in consideration of the mutual covenants and obligations herein set forth and of the payment of Five Dollars ($5.00)
the one to the other the sufficiency and receipt of which is hereby acknowledged the parties hereto covenant and agree as follows:


 


	1.	The
    recitals as hereinbefore set out are true in substance and in fact and all capitalized terms set out in this First Lease Extension
    which are not otherwise defined herein shall have ascribed thereto the definitions as set out in the Lease.
	 	 
	2.	Term.
    The Tenant has exercised its first option of three (3) years, which will extend the Lease such that the Term is now extended
    by the Extension Term and shall expire on December 31, 2022. The Tenant has one remaining Extension Term of three (3) years
    pursuant to Section 3.3 of the Lease.
	 	 
	3.	Rent.
    The Basic Rent during the Extension Term shall be the following:


 


	Period	 	Basic Rent (psf)	 	 	Annual Basic Rent	 	 	Monthly Basic Rent	 
	January 1, 2020 – December 31, 2020	 	$	14.22	 	 	$	137,678.04	 	 	$	11,473.17	 
	January 1, 2021 – December 31, 2021	 	$	14.50	 	 	$	140,389	 	 	$	11,699.08	 
	January 1, 2022 – December 31, 2022	 	$	14.79	 	 	$	143,196.78	 	 	$	11,933.07	 



 


	4.	Section
    4.2(a) of the Lease is hereby amended by deleting the second last sentence thereof in its entirety and replacing it with the
    following:
	 	 
	 	“The
    Additional Rent shall be adjusted annually based on the actual amounts determined at the end of each calendar year, up to
    a maximum of $19.50 per square foot of Rentable Area of the Premises until December 31, 2019 and, thereafter, up to a maximum
    of $20.50 per square foot of the Rentable Area of the Premises for the calendar years 2020, 2021 and 2022 (the “Additional
    Rent Cap”).”
	 	 
	5.	The
    parties confirm that in all other respects, the terms, covenants and conditions of the Lease remain unchanged and in full
    force and effect, except as modified by this First Lease Extension. It is understood and agreed that all terms and expressions
    when used in this First Lease Extension shall unless a contrary intention is expressed herein have the same meaning as ascribed
    to them in the Lease. If anything contained in this First Lease Extension conflicts with any terms of the Lease, then the
    terms of this First Lease Extension shall govern and any conflicting terms in the Lease shall be deemed deleted in their entirety.
	 	 
	6.	This
    First Lease Extension may be executed in one or more counterparts, each of which, when so executed and delivered shall be
    deemed an original and all of which taken together shall constitute one and the same instrument. Signature pages of this First
    Lease Extension may be delivered electronically, and copies of such pages shall have the same force and effect as original
    signed documents.
	 	 
	7.	This
    First Lease Extension shall ensure the benefit of and be binding upon the parties hereto and their respective administrators
    and assigns as the case may be.


 




    	 



    	 



    

 


IN
WITNESS WHEREOF each party has executed this First Lease Extension as of the date first written above.


 


	 	310
    Hunt Club Limited Partnership, by its general partner, 310 Hunt Club GP Inc.
	 	 	 
	 	Per:	/s/
    Christian Jennings
	 	Name:
    	Christian
    Jennings
	 	Title:
    	Director
	 	 	 
	 	I/we
    have the authority to bind the Corporation.


 


	 	Variation
    Biotechnologies Inc.
	 	 	 
	 	Per:	/s/
    Jeffrey Baxter
	 	Name:	Jeffery
    Baxter
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	I/we
    have the authority to bind the Corporation