Exhibit
10.10 


 


LEASE


 


1440,
Raoul-Charette Street, City of Joliette, Province of Québec, J6E 8S7


 


	BETWEEN:	STRONG/MDI
    SCREEN SYSTEMS INC., legal person, duly incorporated under the laws of the Province of Québec, having its head office
    at 1440, Raoul-Charette Street, City of Joliette, Province of Québec, J6E 8S7, herein acting and represented by Todd Major,
    its Treasurer and Secretary, duly authorized for the purposes hereof as he so declares;


 


(hereinafter
referred to as the “Landlord”)


 


	AND:	STRONG/MDI
    SCREEN SYSTEMS, INC., legal person, duly incorporated under the laws of the Province of British Columbia, having its head office
    at 2300-550 Burrard Street, City of Vancouver, Province of British Columbia, V6C 2B5, herein acting and represented by Mark Roberson,
    its Chief Executive Officer, duly authorized for the purposes hereof as he so declares;


 


(hereinafter
referred to as the “Tenant”)


 


WHEREAS
the Landlord manufactures premium projection screens and customized screen support systems at the Premises for the entertainment
industry (the “Entertainment Business”);


 


WHEREAS
the Tenant is currently a wholly owned subsidiary of the Landlord;


 


WHEREAS
Strong Global Entertainment Inc., legal person, duly incorporated under the laws of the Province of British Columbia (“Strong
Global”), and a wholly owned subsidiary of the Landlord, intends to complete an initial public offering of its common shares
and list its common shares on the New York Stock Exchange American (the “IPO”);


 


WHEREAS
in connection with the IPO, Strong Global, the Landlord and the Tenant will enter into certain agreements, including a Master Asset
Purchase Agreement (as defined below) and this Agreement, pursuant to which, among other matters, effective on completion of the IPO,
the Tenant will become a wholly-owned subsidiary of Strong Global; and


 


WHEREAS
in connection with the transfer of all of the Landlord’s assets that are used in connection with the Entertainment Business
to the Tenant under the Master Asset Purchase Agreement, the Tenant wishes to lease from the Landlord, and the Landlord wishes to lease
to the Tenant, the Premises in accordance with, and subject to, the terms and conditions hereinafter set forth;


 




    	 



     


    

 


THEREFORE
THE PARTIES HERETO AGREE AS FOLLOWS:


 


	1.	DEFINITIONS
                                            AND SCHEDULES



 


	1.1	Definitions



 


In
this lease and the Schedules attached hereto (collectively, the “Lease”), the following expressions shall have the
following meanings, unless the context requires otherwise:


 


	a)	“Additional
                                            Rent”: all amounts due by the Tenant to the Landlord in virtue of this Lease, save
                                            and except for the Base Rent;



 


	b)	“Applicable
                                            Laws” means all statutes, laws, by-laws, ordinances, codes, rules, regulations,
                                            standards, orders, requirements, notices, guidelines, guidance notes, policies, directives
                                            and recommendations now or at any time in effect, made or issued by any local, municipal,
                                            provincial or federal government or by any department, agency, board or office thereof or
                                            by any board or fire insurance indemnifiers or any other authority having jurisdiction;



 


	c)	“Base
                                            Rent”: the following annual base rent for the following periods payable by the
                                            Tenant to the Landlord pursuant to the provisions of this Lease;



 


		i)	For
                                            the first five (5) years of the Term: [          ]
                                            dollars ($[          ]) per
                                            annum, being [          ] ($[          ])
                                            per month;



 


		ii)	For
                                            each subsequent year of the Term: the Base Rent shall be increased, on a cumulative basis,
                                            by one and five tenth percent (1.5%) on each anniversary date of the Commencement Date, starting
                                            as of the fifth (5th) anniversary date of the Commencement Date, the Base Rent
                                            being in the following amounts, for the following periods:



 


	Sixth (6th) year of the Term	 	$	 [          ] 	 
	Seventh (7th) year of the Term	 	$	 [          ] 	 
	Eighth (8th) year of the Term	 	$	 [          ] 	 
	Ninth (9th) year of the Term 	 	$	 [          ] 	 
	Tenth (10th) year of the Term	 	$	 [          ] 	 
	Eleventh (11th) year of the Term	 	$	 [          ] 	 
	Twelfth (12th) year of the Term	 	$	 [          ] 	 
	Thirteenth (13th) year of the Term 	 	$	 [          ] 	 
	Fourteenth (14th) year of the Term	 	$	 [          ] 	 
	Fifteenth (15th) year of the Term	 	$	 [          ] 	 



 




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For
clarity, the Base Rent is not determined based on the Rentable Area, and any change in the Rentable Area, by expansion of the Premises
or otherwise, shall not increase the Base Rent payable by the Tenant hereunder.


 


	d)	“Building”:
                                            the building bearing civic address 1440 Raoul-Charette, City of Joliette, Province of Québec,
                                            and all constructions, additions, improvements and modifications and additions made thereto,
                                            from time to time;



 


	e)	“Building
                                            Systems” means all of the systems serving the Premises including, without limitation,
                                            the HVAC System, the sprinkler system, the fire alarm and security systems, and the mechanical,
                                            electrical, plumbing systems of the Building, and the components and equipment thereof, as
                                            well as the public utility conduits, wires, pipes or ducts and any element of any utility
                                            services infrastructure leading up to the interior of the Building (underground or otherwise);



 


	f)	“Civil
                                            Code of Québec”: the Civil Code of Québec, CQLR c CCQ-1991,
                                            as same may be replaced, supplemented, amended or otherwise modified from time to time;



 


	g)	“Code
                                            of Civil Procedure”: the Code of Civil Procedure, CQLR c C. 25.01, as
                                            same may be replaced, supplemented, amended or otherwise modified from time to time;



 


	h)	“Contaminant”:
                                            means any contaminant, pollutant, material, chemical, condition (which includes, but is not
                                            limited to, odour, smoke, radiation or other energy), substance or waste that is defined,
                                            listed or classified as hazardous or harmful by applicable environmental, health and safety
                                            legislation, or that is prohibited, controlled or regulated by such legislation because of
                                            its actual or potential hazardous or harmful properties, i.e., it is flammable, corrosive,
                                            reactive, radioactive, carcinogenic or toxic. Without limiting the generality of the foregoing,
                                            the term “Contaminant” includes petroleum products, metals, asbestos, PCBs and
                                            waste oils;



 


	i)	“Commencement
                                            Date”: means the closing date of the IPO;



 


	j)	“Damage”:
                                            has the meaning assigned to it in Section 9;



 


	k)	“Environmental
                                            Laws” means all Applicable Laws regulating, relating to or imposing liability or
                                            standard of conduct concerning the natural or human environment (including air, land, surface
                                            water, groundwater and real and personal, moveable and immoveable property), public or occupational
                                            health and safety or the manufacture, importation, handling, use, reuse, recycling, transportation,
                                            storage, disposal, elimination or treatment of a Contaminant or otherwise. For purposes hereof,
                                            “Environmental Laws” shall also include any consent, authorization, licence,
                                            agreement or permit held by the Tenant relating to the discharge of any Contaminant at or
                                            from the Premises;



 


	l)	“Event
                                            of Default”: has the meaning ascribed to it under Section 11.1;



 


	m)	“HVAC
                                            System”: means the heating, ventilation and air conditioning system serving the
                                            Building;



 


	n)	“Land”:
                                            the immovable known and designated as lot number THREE MILLION THREE HUNDRED TWENTY-SIX THOUSAND
                                            EIGHT HUNDRED FIFTY-FIVE (3 326 855) of the Cadastre of Québec, Registration Division
                                            of Joliette, as such may be renovated or otherwise modified, from time to time;



 




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	o)	“Leasehold
                                            Improvements” has the meaning ascribed to it under Section 6.2;



 


	p)	“Permitted
                                            Use”: any and all lawful uses in connection with the Tenant’s business;



 


	q)	“Premises”:
                                            collectively, the Building and the Land;



 


	r)	“Real
                                            Estate Taxes”: all of the real estate taxes, surtaxes, impositions or charges levied,
                                            assessed or imposed on, in respect of or against the Premises, or against the Tenant, the
                                            Landlord or owner of the Premises, whether general or special, whether or not said taxes
                                            are determined in accordance with the category to which the Premises belong, by the authorities
                                            having competent jurisdiction, including, without limitation, school taxes, municipal property
                                            taxes, business taxes, water taxes, parking taxes, carbon taxes or any similar taxes, taxes
                                            similar to the former taxes on capital, large corporations taxes, and any expense incurred
                                            by the Landlord or the Tenant (including experts’ fees and judicial and extrajudicial
                                            fees and disbursements) to obtain or to attempt to obtain any reduction of such taxes (whether
                                            or not successful). If the taxation system is altered during the Term, any new tax imposed
                                            in respect of the Premises or against the Tenant, the Landlord or owners of the Premises
                                            shall be included in the definition of “Real Estate Taxes”;



 


	s)	“Rent”:
                                            collectively the Base Rent and the Additional Rent;



 


	t)	“Rentable
                                            Area” means the rentable area of the Building, as measured by the Landlord from
                                            time to time in accordance with the measurement method determined by the Landlord. As of
                                            the date of the Lease, the Rentable Area is deemed to be, for all legal purposes, seventy-nine
                                            thousand three hundred eighty (79,380) square feet;



 


	u)	“Structure”:
                                            means the structural elements of the Building, including without limitation, the parking
                                            area (including the parking area’s pavement), foundations, structural subfloors, footings,
                                            exterior walls and load-bearing walls, structural columns, structural steel, roof structure
                                            inclusive of roof decking of any type and the roof membrane and beams and floor slabs;



 


	v)	“Tenant’s
                                            Representatives” means collectively the directors, employees, representatives,
                                            officers, agents, assigns, contractors, subcontractors, visitors, customers or invitees of
                                            the Tenant or any person for whom the Tenant is responsible or to whom the Tenant permits
                                            access to the Premises; and



 


	w)	“Term”:
                                            means the initial term of this Lease, being fifteen (15) years commencing on the Commencement
                                            Date and expiring fifteen (15) years therefrom, unless the Lease is terminated earlier pursuant
                                            to the provisions hereof or by law. In the event that the Tenant is granted one or more extension
                                            or renewal options and such options are validly exercised by the Tenant in accordance with
                                            the provisions of the Lease, the Term shall include any extension or renewal period, if any.



 


	1.2	Schedule



 


Schedule
“A” (Special Conditions) shall form part of this Lease as if recited herein at length.


 




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	2.	LEASE,
                                            CONDITION OF THE PREMISES AND TERM



 


	2.1	Lease
                                            of the Premises



 


The
Landlord hereby leases the Premises to the Tenant and the Tenant hereby leases the Premises from the Landlord for the Term, the whole
in accordance with the terms and conditions set forth in this Lease.


 


	2.2	Condition
                                            of the Premises



 


The
Tenant acknowledges having visited and examined the Premises before the taking possession thereof, declares to be satisfied therewith
and accepts the Premises “as is” in their state and condition existing on the Commencement Date; the Tenant waives all legal
warranties relating thereto. All modifications, alterations and improvements to the Premises shall be the Tenant’s responsibility,
and shall be performed at the Tenant’s cost and in compliance with Section 6.2; Landlord having no work to perform to the Premises.


 


	2.3	Triple
                                            Net Lease



 


The
Tenant acknowledges and agrees that it is intended that this Lease and the Rent payable hereunder are completely net and carefree to
the Landlord. The Landlord shall not be liable for any costs, charges, expenses or disbursements of any nature whatsoever in respect
of the Premises other than those expressly stated herein to be the responsibility of the Landlord and, in the absence of an express statement
herein, all such costs, charges, expenses or disbursements shall be borne by the Tenant.


 


	3.	RENT
                                            AND OTHER COSTS



 


	3.1	Base
                                            Rent



 


From
the Commencement Date and throughout the Term, the Tenant shall pay to the Landlord the Base Rent in equal consecutive monthly instalments,
in advance on the first (1st) day of each calendar month during the Term.


 


	3.2	Additional
                                            Rent



 


From
the Commencement Date and throughout the Term, Tenant shall pay directly to the competent authorities, when due, all Real Estate Taxes.


 


The
Tenant shall be responsible for any interest or penalty imposed, levied or charged by competent authorities due to the Tenant’s
failure to pay any Real Estate Taxes when due. Such interest or penalty shall be paid by the Tenant directly to the competent authorities
upon receipt by the Tenant of an invoice or demand to that effect.


 


	3.3	Prorations
                                            on a Daily Basis



 


If
the Commencement Date does not start on the first day of a calendar month or if the Term does not end on the last day of a calendar month,
then amounts of Rent payable on a monthly basis shall be prorated on a per diem basis based on a 365 day year. For clarity, any amount
payable on account of Real Estate Taxes attributable to periods prior to the Commencement Date or after the expiry of the Term shall
be payable by the Landlord.


 




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	3.4	Utilities
                                            and Other Costs



 


The
cost of utilities serving the Premises including, without limitation, water, gas, electricity and sewerage services, is payable by the
Tenant directly to the respective providers of the service in question.


 


The
Tenant shall pay directly to the competent authority all taxes, costs and charges personal to Tenant or imposed by such authority by
reason of the Tenant’s use, occupancy or lease of the Premises or the operation of Tenant’s business therein or therefrom,
such as business taxes, all to the full exemption of the Landlord.


 


If,
after the execution of this Lease, any fees or costs for which the Tenant is responsible under this Section are charged to the Landlord
or become payable by the Landlord, the Landlord shall be entitled to pay such fees or costs and the Tenant shall reimburse the Landlord
for such fees or costs, together with interest calculated on any overdue amounts, upon demand together with supporting documentation.


 


At
the request of the Landlord, the Tenant shall provide the Landlord with receipts and proof of payment demonstrating that all such fees
and costs payable by the Tenant have been duly paid.


 


	4.	PAYMENT
                                            OF RENT



 


	4.1	GST
                                            and QST



 


The
Tenant shall pay the goods and services tax (GST), the Québec sales tax (QST) and all other applicable taxes on all amounts payable
hereunder, as applicable. In the event the Tenant fails to pay any applicable GST, QST or any other applicable tax, the Landlord shall
have all the same rights and remedies in respect of recovery of same as those available to recover the Rent payable under the Lease.


 


	4.2	Payment
                                            without Demand



 


The
Tenant shall pay to the Landlord the Base Rent, the Additional Rent, and any other amounts payable hereunder, without prior request,
at the Landlord’s address indicated on the first page, or any other place in Canada designated in writing, from time to time, by
the Landlord.


 


	4.3	Payment
                                            without Deduction, Withholding or Compensation



 


Notwithstanding
any provision of the Civil Code of Québec or any other law, the Tenant shall pay the Rent to the Landlord without any withholding,
compensation, deduction, reduction or abatement of any kind whatsoever for any reason whatsoever including, without limitation, the Landlord’s
failure to perform its obligations under the Lease.


 


	4.4	Interest



 


All
unpaid amounts shall bear interest. Interest shall be calculated daily, from the date on which such amounts became payable until the
date on which the amounts are duly paid by the Tenant, at an annual interest rate equal to the prime rate charged by the Landlord’s
lender, plus four percent (4%).


 




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	4.5	Landlord’s
                                            Right and Recourses and Imputation of Payments



 


All
amounts payable by the Tenant to the Landlord under the Lease shall be deemed for all legal purposes, to be Rent, whether or not qualified
as Rent or as Additional Rent. In case of default by the Tenant to pay any amount due to the Landlord, the latter may exercise all remedies
to recover these amounts as if they were Rent. The Tenant’s obligation to pay the amounts due under the Lease will survive the
end of the Lease. Any amount received and accepted by the Landlord and paid for by a person other than the Tenant but for its account
shall not release or affect in any way the Tenant’s obligations under the Lease, except to reduce the amounts due and payable by
the Tenant to the Landlord under the Lease, which payments will be charged at the sole discretion of the Landlord, notwithstanding any
direction for payment by the Tenant or any such third party.


 


	5.	USE
                                            AND OPERATIONS



 


	5.1	Permitted
                                            Use



 


The
Premises shall be used for the Permitted Use.


 


	5.2	Permits
                                            and Authorizations



 


The
Tenant, at its cost, shall be solely responsible for obtaining and maintaining, from all competent authorities, all permits, licences
and approvals as may be required by law to permit the Tenant to hold this Lease, to occupy the Premises as they are and to conduct its
business thereon in accordance with the Permitted Use. The Landlord makes no representation and offers no warranties that the Premises
can be used for the Permitted Use. Nothing herein shall be so interpreted as to imply that this Lease is conditional upon the Tenant
obtaining any permits, licenses or approvals for the Permitted Use.


 


	5.3	Lawfulness
                                            and Diligence



 


The
Tenant, at its cost, shall comply with the requirements of all Applicable Laws relating to the Premises or their use, occupation, repair,
replacement or alteration, and also with the requirements of any insurer of the Landlord or the Tenant.


 


	6.	MAINTENANCE,
                                            REPAIR, REPLACEMENT AND LEASEHOLD IMPROVEMENTS



 


	6.1	Maintenance,
                                            Repair and Replacement of the Premises



 


Notwithstanding
any provisions of the Civil Code of Québec or any other legislation to the contrary including, without limitation, Article
1864 of the Civil Code of Québec, the Tenant, at its cost, is solely responsible for cleaning, maintaining, repairing and
replacing the Premises (including, without limitation, the Building Systems and Structure), any component thereof, and any improvements
(including, without limitation, the Leasehold Improvements), movables, equipment, apparatus, fixtures, accessories and signs located
therein or thereon, in order to keep them at all times in first-class working order and appearance as a prudent and diligent owner would
do, to a standard and quality consistent with a first-class industrial building of the same size, age and location, the whole in compliance
with the provisions of Section 6.2.


 




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Without
limiting the generality of the foregoing, the Tenant’s obligations under this Section include the following, all of which are at
the Tenant’s cost:


 


	a)	perform
                                            even those repairs and replacements that could be qualified as major repairs and replacements;



 


	b)	perform
                                            all repairs, replacements, alterations, additions or improvements to the Premises that are
                                            required by the Tenant or the Landlord’s insurers, by competent authorities or by applicable
                                            law;



 


	c)	exterior
                                            and interior cleaning of windows, which shall be done as often as necessary to maintain the
                                            appearance of the Premises as a first-class building;



 


	d)	clean,
                                            maintain, repair and replace the garage doors and loading dock levellers, if any, the exterior
                                            and interior doors, the walls, the floors and the ceilings;



 


	e)	clean,
                                            maintain, repair and replace the space used for garbage and recyclable material disposal
                                            and the garbage and recyclable material compactors and containers;



 


	f)	dispose
                                            of its waste and recyclable material through the city’s garbage and recyclable material
                                            collectors or, if the waste or recyclable material cannot be disposed of through the city’s
                                            collection service under applicable law, dispose of its waste and recyclable material at
                                            the appropriate collection facilities, on a regular basis or at such intervals determined
                                            by the Landlord from time to time, in its sole discretion;



 


	g)	remove
                                            snow and ice from the Premises including from the roof of the Building;



 


	h)	landscaping;
                                            and



 


	i)	maintain
                                            in force, at all times, with reputable contractors acceptable to the Landlord, contracts
                                            for the maintenance of the HVAC System and the fire suppression systems and extinguishers,
                                            and any other equipment used by the Tenant in the conduct of its business which require regular
                                            maintenance. The Tenant shall provide to the Landlord, upon demand, a copy of said contracts
                                            and evidence that services have been provided.



 


	6.2	Leasehold
                                            Improvements



 


Prior
to performing any modifications, alterations and improvements to the Premises (the “Leasehold Improvements”), the
Tenant shall obtain the Landlord’s prior written approval therefor and provide the Landlord with the plans and specifications and
all other documents which are relevant or which the Landlord may require with respect to the Leasehold Improvements.


 


The
work shall be carried out by the Tenant, at its cost, in a good, skilled, expeditious and diligent manner, in accordance with (i) the
plans and specifications approved by the Landlord, (ii) the requirements of the Landlord’s insurers and any competent authority,
(iii) the then current standard for the Building, and (iv) any conditions attached to the Landlord’s consent.


 




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The
Tenant acknowledges that all work performed by it shall be for its own benefit and not for the benefit of the Landlord. Under no circumstances
shall the Tenant be considered to be performing the work on behalf of the Landlord, including as the mandatary or contractor of the Landlord.
All Leasehold Improvements, when completed, shall form part of the Premises, become the property of the Landlord as of their completion,
without compensation being due to the Tenant therefor, and the Tenant shall not be allowed to remove any Leasehold Improvement without
the Landlord’s prior written consent.


 


	6.3	Legal
                                            Hypothec



 


If
the Tenant performs any Leasehold Improvements, the Tenant shall promptly pay each of the persons involved in the work. If one of these
persons publishes a legal hypothec against the Premises, the Tenant shall immediately obtain the cancellation thereof. The Tenant shall
be responsible for all losses, damages, costs, suits, claims and actions (including experts’ costs and judicial and extrajudicial
fees and disbursements) arising directly or indirectly from the publication of any hypothec. If, upon the Landlord’s written demand,
the Tenant fails to obtain the discharge of any legal hypothec within fifteen (15) days of its receipt of the Landlord’s notice
to that effect, the Landlord shall have the right to cancel the legal hypothec by paying to the creditor the amounts claimed or by any
other recourse permitted by law. The Tenant shall reimburse the Landlord, upon demand together with supporting documentation, as Additional
Rent, all amounts paid, fees and disbursements (including experts’ costs and judicial and extrajudicial fees and disbursements),
incurred by the Landlord to have the legal hypothec discharged, plus an administration fee of fifteen percent (15%) of all such costs.


 


	7.	ENVIRONMENT



 


Upon
demand to that effect, the Tenant shall provide the Landlord with all information relating to its compliance with Environmental Laws.


 


In
the event of any contamination in excess of the thresholds permitted by the Environmental Laws (a “Contamination”)
the following provisions apply:


 


	a)	If
                                            the Contamination is caused by the Tenant or the Tenant’s Representatives, the
                                            Tenant, upon receipt of written notice from the Landlord to that effect, shall, at its cost,
                                            diligently and promptly perform all necessary investigations, characterizations and rehabilitation
                                            work required by competent authorities to bring the Premises and the environment into compliance
                                            with the Environmental Laws or, if the Contamination is not entirely caused by the Tenant
                                            or the Tenant’s Representatives, to the extent necessary to remove the Contamination
                                            caused or aggravated by the Tenant or the Tenant’s Representatives, but excluding any
                                            Contamination not caused by the Tenant, existing prior to the Commencement Date or caused
                                            by migration.



 


The
scope of the work and the selection of the firms mandated to perform the work shall be determined in consultation with the Landlord.


 


The
results of any investigation, characterization or rehabilitation work shall be communicated only to the Landlord and shall not be communicated
to any other person except with the Landlord’s prior written consent.


 




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All
costs and fees in connection with the rehabilitation of the Premises for which the Tenant is responsible hereunder and incurred by the
Landlord shall be reimbursed to the Landlord by the Tenant within sixty (60) days of receipt by the Tenant of an invoice therefor together
with supporting documentation.


 


	b)	If
                                            the Contamination is not caused by the Tenant or the Tenant’s Representatives,
                                            the Landlord, at its cost, shall diligently and promptly perform all necessary investigations,
                                            characterizations and rehabilitation work required by competent authorities to bring the
                                            Premises and the environment into compliance with the Environmental Laws.



 


The
supervision and performance of the work shall be done in consultation with the Tenant in such a manner as to cause the least possible
interference with the Tenant’s operations on the Premises.


 


The
Landlord shall indemnify and hold the Tenant and any person for whom the Tenant is legally responsible harmless from any and all Claims
arising out of or relating to the presence of Contamination on the Premises.


 


Any
investigations, characterizations and rehabilitation work required to be performed by either party pursuant to the provisions of this
Section shall be performed in accordance with all Applicable Laws (including Environmental Laws), the contaminated land rehabilitation
policy and any other requirement of competent authorities.


 


The
Landlord shall have the right to conduct environmental audits as it deems necessary to ensure compliance with this Section and costs
of such audits shall be payable by the Tenant, as Additional Rent, upon receipt of an invoice therefor together with supporting documentation.


 


The
Tenant’s obligations under this Section remain in force notwithstanding the expiry of the Term or premature termination of the
Term.


 


	8.	LANDLORD’S
                                            RIGHT OF ENTRY



 


The
Landlord shall, at all times and upon giving a prior written notice of forty-eight (48) hours to the Tenant with a representative of
the Tenant present, be entitled to enter upon the Premises in order to inspect them and show them to potential lenders, purchasers, tenants
or other interested parties.


 


	9.	TENANT’S
                                            INSURANCE



 


Throughout
the Term, the Tenant, at its cost, shall take out and maintain the following insurance coverage:


 


	a)	comprehensive
                                            general liability insurance covering the liability of the Tenant and Tenant’s Representatives
                                            with respect to the business carried on, in or from the Premises and the use and occupancy
                                            thereof for bodily injuries, including death, and property damage caused to third parties,
                                            which insurance shall have a minimum coverage of eight million five hundred thousand
                                            US dollars (US $8,500,000.00) per occurrence. The said insurance shall contain
                                            a cross-liability provision as well as a provision pursuant whereto the insurer agrees to
                                            cover the liability assumed by its insured pursuant to contractual provisions;



 




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	b)	all
                                            risks insurance including the perils of fire, extended coverage, leakage from sprinkler,
                                            roof, or plumbing, and other fire protective devices, earthquake, collapse and flood with
                                            a limit at least equal to the replacement value (without depreciation), in each case, of
                                            the Building, furniture, equipment, inventory and stock in trade, fixtures and Leasehold
                                            Improvements located within the Premises and such other property located in or forming part
                                            of the Premises, including all mechanical or electrical systems (or portions thereof) installed
                                            by the Tenant in the Premises, the whole for the full replacement cost (without depreciation)
                                            in each such instance, as well as business interruption insurance covering a period of at
                                            least twelve (12) months;



 


	c)	boiler
                                            and machinery insurance; and



 


	d)	all
                                            other insurance or coverage limit which the Landlord may reasonably require from time to
                                            time.



 


The
above-mentioned insurance policies shall comply with the following provisions:


 


	a)	designate
                                            the Landlord as a named insured, and the hypothecary creditors of the Tenant and of the Landlord
                                            as additional insureds to the extent of their respective interests; all property insurance
                                            coverages shall contain the standard mortgagee clause;



 


	b)	be
                                            in a form which is acceptable to the Landlord and shall be taken out with authorized insurers
                                            who are reputably solvent and have a place of business in the Province of Québec;
                                            and



 


	c)	stipulate
                                            that the insurance may not be resiliated or modified without the insurer giving the insureds
                                            a prior notice of thirty (30) days to that effect.



 


No
less than ten (10) days prior to the Commencement Date and at least ten (10) days before the renewal of any insurance policy, the Tenant
shall provide the Landlord with a certificate of insurance duly signed by an authorized representative of the insurer, which certificate
shall confirm the insurance which has been subscribed.


 


	10.	DAMAGE
                                            AND DESTRUCTION



 


If
all or any part of the Premises is destroyed or damaged by fire, lightning or storm, or by any other casualty (a “Damage”),
the Landlord may, at its option, terminate the Lease by giving the Tenant a written notice thereof, in which case the Lease shall be
terminated as of the date of the Damage and the Rent shall be adjusted and paid in full as of the date of the occurrence of the Damage;
in the event that the Landlord does not terminate the Lease, the Landlord shall repair the Premises with reasonable diligence, and the
Rent shall be reduced from the date of the occurrence of the Damage in proportion to the portion of the Premises rendered unusable until
such time as they are repaired so as to permit the Tenant to use and occupy the Premises.


 


	11.	ASSIGNMENT
                                            OF LEASE AND SUBLETTING OF THE PREMISES



 


The
Tenant shall not have the right to sublease the Premises, in totality or in part, or assign the Lease, without the Landlord’s prior
written consent.


 




    	- 11 -



     


    

 


In
the event of any assignment of the Lease, the Tenant shall remain solidarily liable with the assignee of all the obligations of the Tenant
hereunder for the remainder of the Term.


 


	12.	ESTOPPEL
                                            CERTIFICATE AND ASSIGNMENT BY THE LANDLORD



 


	12.1	Estoppel
                                            Certificate



 


Within
five (5) days of a request to that effect, the Tenant shall execute and deliver to the Landlord or any party owning or about to hold
an interest in all or only part of the Premises, a declaration or estoppel certificate (as requested by the Landlord) showing that the
Lease is in effect, indicating any changes to the Lease, specifying the dates of commencement and termination of the Lease, the date
until which the rents were paid, the amount, if any, of any rent paid in advance or deposit held by Landlord, an indication of any defects
that may exist, if any, and details of these and any other information reasonably required by the party seeking such declaration or certificate.


 


	12.2	Assignment
                                            by the Landlord



 


If
the Landlord sells or transfers any portion of the Premises or any interest of the Landlord in the Lease, the Landlord shall be released
from its obligations under the Lease to the extent that the transferee or owner assumes all of the Landlord’s obligations under
the Lease.


 


	13.	DEFAULTS
                                            AND RECOURSES



 


	13.1	Event
                                            of Default



 


For
purposes hereof, an “Event of Default” shall mean a default by the Tenant to abide by any of its obligations under
this Lease, including, without limitation, the following events:


 


	a)	if
                                            the Tenant fails to pay any amount of Rent within fifteen (15) days after receipt of a written
                                            notice from the Landlord to that effect;



 


	b)	if
                                            the Tenant fails to abide by any obligation whatsoever set forth in this Lease (other than
                                            an obligation to pay an amount of money) and fails to remedy the default within fifteen (15)
                                            days after receipt of a written notice from the Landlord to that effect (or such longer period
                                            as may be necessary to cure the default if the default is not reasonably susceptible of being
                                            cured within such fifteen (15) day delay provided that the Tenant does commence to cure such
                                            default within said fifteen (15) day delay and proceeds to cure same with due diligence);



 


	c)	if
                                            property of the Tenant located in the Premises is seized or sold pursuant to a writ of execution;



 


	d)	if
                                            the Tenant grants any hypothec whatsoever over all or part of its property, except in favour
                                            of the Landlord and its financial institution to provide working capital for the operation
                                            of its business in the Premises;



 


	e)	if
                                            the Tenant is insolvent, makes an assignment of its property for the benefit of its creditors,
                                            is the subject of a receiving order pursuant to the Bankruptcy and Insolvency Act,
                                            declares bankruptcy or files a petition to avail itself of the provisions of any current
                                            or future legislation regarding bankrupt or insolvent debtors;



 




    	- 12 -



     


    

 


	f)	if
                                            the Tenant, having filed a petition to avail itself of the provisions of any current or future
                                            legislation regarding bankrupt or insolvent debtors, fails to comply with any judgment or
                                            order issued pursuant to such legislation;



 


	g)	if
                                            the Tenant assigns all or part of the Lease or leases all or part of the Premises other than
                                            as provided herein; or



 


	h)	if
                                            the Tenant abandons the Premises or removes its property therefrom.



 


	13.2	Consequence
                                            of an Event of Default



 


If
an Event of Default occurs, the Landlord shall have the right to resiliate the Lease upon sending a written notice to the Tenant to that
effect (the “Resiliation Notice”), the whole without prejudice to its other rights and recourses in the circumstances,
without payment or reimbursement to the Tenant of any kind or for any reason whatsoever, and without any right or remedy of the Tenant
against the Landlord in connection with the Landlord’s exercise of such right; the Tenant waiving any rights and remedies it may
have against the Landlord in this regard.


 


The
resiliation of the Lease shall take effect on the resiliation date indicate in the Resiliation Notice (the “Resiliation Date”),
without the need for any further notice or legal proceedings, unless the Tenant has cured the Event of Default prior to the Resiliation
Date.


 


	13.3	Performance
                                            by the Landlord



 


If
an Event of Default on the part of the Tenant (other than a failure to pay an amount of money) continues for a period of five (5) consecutive
days after the Tenant has received a notice from the Landlord demanding that the Tenant remedy the Event of Default, or, even without
a notice, if the Landlord is of the reasonably held opinion that the situation is an emergency, the Landlord shall be entitled to remedy
the default itself, without prejudice to its other rights and recourses in the circumstances, and, in such a case, the Tenant shall be
required, upon demand, to pay the costs (including any judicial and extrajudicial fees) incurred by the Landlord in that regard, as well
as administration fees equal to fifteen percent (15%) of the costs so incurred.


 


	13.4	Renunciation



 


The
Tenant may not avoid the resiliation of the Lease by any means notwithstanding any law or custom to the contrary.


 


Moreover,
the Tenant hereby expressly waives, to the full extent permitted by law, the benefit of the provisions of Articles 1432, 1854, 1858,
1859, 1861, 1863, 1867, 1868, 1869, 1871 (second paragraph), 1873, 1881 and 1883 of the Civil Code of Québec.


 


	14.	LIMITATION
                                            OF THE LANDLORD’S LIABILITY



 


The
Landlord shall not be liable nor responsible in any way, to the full extent permitted by law, for any injury of any nature whatsoever
that may be suffered or sustained by the Tenant or the Tenant’s Representatives, or for any loss of or damages to any property
belonging to the Tenant or to Tenant’s Representatives while such property is on the Premises.


 




    	- 13 -



     


    

 


The
Landlord shall not be liable nor responsible in any way, to the full extent permitted by law, for any disturbances to the Tenant’s
peaceful enjoyment of the Premises from any third party, including without limitation, due to publics works, public orders or neighbors.


 


	15.	INDEMNIFICATION



 


The
Tenant shall indemnify and hold harmless the Landlord and its hypothecary creditors, directors, employees, representatives, officers,
mandataries, assigns, contractors, subcontractors, visitors, customers, invitees against all losses, damages, injury (including death),
costs, suits, demands, claims or actions (including experts’ costs and judicial and extrajudicial fees and disbursements) arising
directly or indirectly from (i) a fault on the part of the Tenant or one of the Tenant’s Representatives, (ii) property in their
custody, (iii) the use or occupancy of the Premises, (iv) the contamination of the Premises or the environment if such contamination
is caused by the Tenant or a Tenant’s Representative, or (v) any other event having occurred in the Premises and directly or indirectly
related to Tenant’s use or occupation thereof.


 


The
Tenant shall also be responsible for all costs and expenses (including experts’ costs and reasonable judicial and extrajudicial
fees and disbursements) that may be incurred by the Landlord, or on its behalf, in enforcing the terms and covenants of this Lease, unless
otherwise ordered by the court.


 


The
provisions of this Section shall survive the expiry or earlier termination of the Lease.


 


	16.	TERMINATION
                                            OF THE LEASE



 


	16.1	Restoration
                                            of the Premises at the end of the Lease



 


Upon
the expiry or earlier termination of this Lease, the Tenant, at its cost, shall deliver to the Landlord vacant possession of the Premises
in the state and condition in which the Tenant is required to maintain same in virtue of this Lease (excepting only reasonable wear and
tear), and shall remove therefrom its movable personal property, its trade fixtures and signs, and repair any damage caused to the Premises
by the installation or removal thereof, to the entire satisfaction of the Landlord.


 


The
Tenant shall not have the obligation to remove its Leasehold Improvements and shall not have the right to remove same without obtaining
the Landlord’s prior written consent as such Leasehold Improvements become the property of the Landlord upon their installation.


 


All
property belonging to the Tenant or any other person left in the Premises at the end of the Lease will be deemed abandoned, and the Landlord
shall dispose of such property, at its entire discretion and at the Tenant’s costs plus an administration fee of fifteen percent
(15%) of said costs, without any compensation being due to the Tenant or any other person therefor.


 


	16.2	No
                                            Tacit Renewal



 


Notwithstanding
Article 1879 of the Civil Code of Québec, if the Tenant remains in possession of the Premises after the end of the Term
without having executed a new lease, such occupation shall not constitute a tacit renewal of the Lease, and at the sole discretion of
the Landlord, the Tenant shall be deemed to occupy the Premises on the basis of a month-to-month lease, at a monthly rental rate, payable
in advance on the first day of each calendar month, equal to the aggregate of (i) two (2) times the Base Rent payable for the last month
of the Term, and (ii) one twelfth (1/12) of the Real Estate Taxes payable by the Tenant for the last year of the Term, and on the same
terms and conditions of the Lease, as are applicable to a monthly lease.


 




    	- 14 -



     


    

 


	17.	NOTICES



 


All
notices, requests, approvals, undertakings and consents which are permitted or required (the “Notices”) shall be made
in writing and be delivered in person or sent by registered mail or by email:


 


	a)	To
                                            the following address as regards the Tenant:



 


The
Premises


 


Attention:
General Manager


 


	b)	To
                                            the following address as regards the Landlord:



 


4201
Congress Street, Suite 175


Charlotte,
NC 28209


 


Attention:
Todd Major


 


or
to any other address which one party may indicate to the other in writing from time to time.


 


Notices
shall be deemed to have been validly given and received (i) if delivered in person, on the day upon which personal delivery is made,
(ii) if sent by registered mail, on the date of its actual receipt as confirmed by the post office records, and (iii) if sent by email,
on the date the email is sent or, if the email is sent after 5:00 p.m. or on Saturday, Sunday or a holiday (as defined in the Interpretation
Act), on the next business day.


 


	18.	MISCELLANEOUS
                                            PROVISIONS



 


	18.1	Conditional
                                            Lease



 


The
Lease is conditional upon the completion of the IPO by no later than December 31, 2022. In the event this condition is not met this Lease
shall ipso facto become null and void and of no further effect, without any rights or recourses whatsoever between the parties
related thereto.


 


	18.2	Amendments



 


This
Lease may be amended only by means of a written instrument executed by the Landlord and the Tenant.


 


	18.3	No
                                            Waiver



 


The
Landlord shall be deemed to have waived a provision stipulated in its favour unless it has expressly waived the provision in writing.
Any delay or failure by the Landlord to exercise any of its rights or recourses hereunder or at law shall not be interpreted as a waiver
of any kind whatsoever.


 




    	- 15 -



     


    

 


The
Landlord’s rights and recourses are not restrictive and shall not have the effect of depriving the Landlord from the right to exercise
other rights and recourses stipulated in a provision of the Lease or provided for at law.


 


	18.4	Force
                                            Majeure



 


If
either party is delayed or prevented or hindered in the performance of any of its obligation set forth herein due to unforeseeable circumstances,
a case of force majeure, strikes, inability to obtain materials, equipment or services, power failure, restrictive laws, regulations,
ministerial orders or decrees (including any law, regulation, ministerial order or decree having the effect of implementing measures
and/or restricting the rights of certain persons in response to an epidemic or pandemic such as the COVID-19 pandemic), riots, insurrection,
acts of terrorism, war, epidemic, pandemic or any other condition or reason which is beyond the control of the relevant party despite
the party’s diligence, the failure to perform the obligation will be tolerated for the period of the delay and the party thus delayed,
prevented or hindered shall execute the obligation in a timely manner after the end of the period of delay. However, the Tenant may not
invoke the provisions of this Section to justify a late payment of Rent, and such delay shall not grant to the Tenant any right to compensation
for any inconvenience or nuisance such circumstance may cause.


 


	18.5	No
                                            Partnership



 


Nothing
contained in this Lease shall be interpreted as creating any type of association, partnership, joint venture or other type of relationship
between the parties which is not expressly stipulated herein.


 


	18.6	Solidary
                                            Liability



 


If
the Tenant is comprised of more than one person or corporation, each of them shall be solidarily liable for the performance of the obligations
set forth in this Lease.


 


	18.7	Severability



 


If
any Section or provision of the Lease is judicially recognized invalid, such decision shall not affect the validity of any other Section
or provision of the Lease nor will it affect the validity of the Lease.


 


	18.8	Entire
                                            Agreement



 


This
Lease, including the schedules, constitutes the entire understanding between the parties with respect to the subject matter hereof. No
representation, warranty, ancillary agreement or condition, other than those set forth herein, shall govern the subject matter of this
Lease.


 


	18.9	Free
                                            Negotiation



 


The
Tenant acknowledges and declares that it has had the opportunity to consult a legal counsel regarding the negotiation and execution of
this Lease, that all provisions of the Lease have been freely and fully negotiated and that the Lease does not constitute a contract
of adhesion.


 




    	- 16 -



     


    

 


	18.10	Applicable
                                            Law



 


This
Lease shall be governed and interpreted in accordance with the laws in effect in the Province of Québec. The courts of the judicial
district in which the Premises are located shall have exclusive jurisdiction to hear any dispute relating to this Lease.


 


	18.11	Brokerage
                                            Commission



 


The
Tenant represents that it has not retained the services of any agent, broker or other representatives for the conclusion of this Lease.
The Tenant shall indemnify and hold harmless the Landlord from any and all claims from any agent, broker or representative.


 


	18.12	Successors
                                            and Assigns



 


This
Lease shall be binding upon and enure to the benefit of the parties hereto as well as their respective successors and assigns.


 


	18.13	Registration



 


The
Tenant shall have the right to publish the Lease without the prior written consent of the Landlord, but only by notice of lease pursuant
to Article 2999.1 of the Civil Code of Québec, without reference to any monetary conditions of the Lease. The Tenant shall
pay all fees and costs associated with the preparation, registration and radiation of any such notice of lease.


 


	18.14	Language



 


The
parties hereto have requested that this Lease and all documents relating thereto be drafted in English. Les parties aux présentes
ont exigé que ce bail ainsi que tout document s’y rapportant soient rédigés en anglais.


 


	18.15	Confidentiality



 


The
parties shall keep the terms and conditions of this Lease strictly confidential.


 


	18.16	Time
                                            of the Essence



 


The
Tenant shall be in default by the mere passage of time charged to it for the performance of an obligation it has undertaken hereunder.


 


	18.17	PDF
                                            and Counterparts



 


This
Lease may be executed in several counterparts, each of which shall be an original and all such counterparts taken together shall constitute
one and the same instrument. The Lease may be executed in what is commonly referred to as a “PDF” document and each party
is entitled to rely on a “PDF” copy of the Lease duly executed by another party as if it had received an original copy.


 


[Signature
page is on the following page.]


 




    	- 17 -



     


    

 


IN
VIRTUE WHEREOF, the Landlord has signed in ______________, on ____________, 2022.


 


	 	STRONG/MDI
    SCREEN SYSTEMS INC.
	 	 	 
	 	Per:	 
	 	Name: 	Todd
    Major
	 	Title:	Treasurer
    and Secretary


 


IN
VIRTUE WHEREOF, the Tenant has signed in ______________, on ____________, 2022.


 


	 	STRONG/MDI SCREEN SYSTEMS, INC.
	 	 	 
	 	Per:	 
	 	Name: 	Mark
    Roberson
	 	Title:	Chief
    Executive Officer


 




    	- 18 -



     


    

 


SCHEDULE
“A”


SPECIAL
CONDITIONS


 


	1.	SIGNAGE



 


All
signs on the Premises shall be subject to the prior written consent of the Landlord. The Tenant, at its cost, shall be responsible for
obtaining all permits, licences and authorizations from all competent authorities for the installation, maintenance, repair and replacement
of such signs in compliance with all Applicable Laws.


 


	2.	OPTION
                                            TO RENEW



 


Provided
the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not
assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under
the Lease, the Tenant shall have five (5) options to renew the Lease (collectively, the “Options to Renew”, and each,
an “Option to Renew”) for further periods of five (5) years each, except for the fifth (5th) and final
Option to Renew which shall be for a period of five (5) years minus one (1) day (each a “Renewal Term”), commencing
on the day immediately following the expiry date of the initial Term or the previous Renewal Term, as the case may be. Each Renewal Term
shall be on the same terms and conditions as are contained in the Lease existing on the date immediately preceding the commencement date
of the Renewal Term in question, save and except that:


 


	a)	the
                                            Tenant shall accept the Premises “as is”, in their state and condition existing
                                            on the commencement date of the Renewal Term in question, the Tenant hereby renouncing to
                                            all legal warranties related thereto; the Landlord having no work to perform in the Premises,
                                            and all improvements, additions or modifications to the Premises that may be required shall
                                            be performed by the Tenant, at its cost, in compliance with the provisions of the Lease;



 


	b)	there
                                            shall be no fixturing period, no allowance, no free rent period, nor any other inducement,
                                            free occupancy period or other incentive of whatsoever nature;



 


	c)	there
                                            shall be no further extension of the Term or renewal of the Lease beyond the fifth (5th)
                                            Renewal Term, and the Options to Renew shall not apply anew; and



 


	d)	the
                                            Base Rent payable during each Renewal Term shall be the Base Rent payable during the last
                                            year of the Term (or the previous Renewal Term, as the case may be) increased, on a cumulative
                                            basis, on each anniversary date of the commencement date of the Renewal Term, commencing
                                            on said commencement date, by two percent (2%).



 


In
order to validly exercise its Option to Renew, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof
(the “Notice of Renewal”) to be received by the Landlord no earlier than twelve (12) months prior to the expiry date
of the initial Term or the Renewal Term, as the case may be.


 


If
Tenant fails to validly exercise an Option to Renew, the Tenant shall be deemed, for all legal purposes, to have renounced to exercise
all Options to Renew which have not yet been exercised, and these Options to Renew together with the provisions of this Section shall
ipso facto become null and void and of no further effect, and the Lease shall terminate at the expiry date of the initial Term
or the Renewal Term, as the case may be, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.


 




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	3.	RIGHT
                                            OF FIRST REFUSAL TO PURCHASE



 


Provided
the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not
assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under
the Lease, the Tenant shall have, throughout the Term, the ongoing right of first refusal (the “RFR”) to purchase
the Premises or the portion thereof (the “RFR Premises”) being offered for purchase under an offer to purchase received
by the Landlord from a bona fide third party (a “Third Party”) which is acceptable to the Landlord or being
offered for sale by the Landlord to a Third Party under an offer to sale which is acceptable to the Third Party (either offer, an “Offer”).


 


Prior
to concluding any transaction with a Third Party, the Landlord shall provide the Tenant with a written notice containing an integral
copy of such Offer together with all related schedules, but without being obliged to reveal the identity of the Third Party.


 


In
order to validly exercise its RFR, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof to be received
by the Landlord no later than shall have fifteen (15) days following its receipt of the integral copy of the Offer.


 


If
the Tenant validly exercises its RFR, it shall purchase the RFR Premises on the terms and conditions stipulated in the Offer in the place
and stead of the Third Party.


 


If
the Tenant fails to validly exercise its RFR within the aforementioned delay or elects not to exercise its RFR, the Tenant shall be deemed,
for all legal purposes, to have renounced to exercise its RFR and the RFR shall become null and void by the mere lapse of time with respect
only to the RFR Premises purchased by a Third Party following the Landlord’s acceptance of the Offer, without any rights or recourses
whatsoever of the Tenant against the Landlord related thereto; the balance of the Premises, if any, shall remain subject to the RFR.


 


In
the event the Tenant fails to validly exercise its RFR or elects not to exercise its RFR and thereafter no transaction takes place and
the Offer is terminated for any reason whatsoever, the RFR shall remain in full force and effect and shall continue to apply in favour
of the Tenant with respect to any future Offer.


 


For
clarity, if the Tenant fails to validly exercise its RFR or elects not to exercise its RFR, the Landlord shall not have the right to
conclude the sale of the RFR Premises with the Third Party under terms and conditions that are more favourable than those contained in
the Offer. In the event the terms and conditions of the Offer are renegotiated for any reason whatsoever, prior to concluding such sale
with the Third Party, the Landlord shall resubmit the Offer to the Tenant and the RFR shall apply anew.


 


Notwithstanding
the foregoing, the RFR shall not apply, but shall survive and continue to apply, in the event of an assignment or transfer of the Premises
from the Landlord to a wholly owned subsidiary or an affiliate of the Landlord or a member of the same group as the Landlord (with the
meanings of the Business Corporations Act (Québec)) (a “Landlord Affiliate”) provided the Landlord Affiliate
undertakes in writing (i) to be bound personally by all of the terms and conditions of this Section 3, (ii) to assume all of the Landlord’s
obligations under this Section 3 in favour of the Tenant, and (iii) to obtain, in writing, from any future Landlord Affiliate the same
personal undertakings from any future Landlord Affiliate, as the case may be.


 




    	- 20 -



     


    

 


	4.	RIGHT
                                            TO EXPAND



 


Provided
the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not
assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under
the Lease, and subject to any governmental or municipal permits and authorizations, the Tenant shall have throughout the Term the ongoing
right to expand the Premises (the “Right to Expand”), at its cost, either by (i) the construction of an expansion
to the Building, or (ii) constructing an additional building on the Land (the “Expansion Premises”).


 


In
order to validly exercise its Right to Expand, the Tenant shall provide to the Landlord a prior written notice of its exercise thereof.


 


The
terms and conditions of the Lease shall apply mutatis mutandis to the Expansion Premises, save and except as follows:


 


	a)	the
                                            term of the lease for the Expansion Premises (the “Expansion Premises Term”)
                                            shall be the greater of (i) the remainder of the Term (including any Renewal Term if the
                                            Tenant, at the date of the expansion of the premises, validly exercised one or more Option(s)
                                            to Renew), or (i) ten (10) years;



 


	b)	if,
                                            as a result of the application of the provisions of paragraph a) above, the Expansion Premises
                                            Term and the Term for the existing Premises are not coterminous, the Term for the existing
                                            Premises shall be extended to be coterminous with the Expansion Premises Term, and the Base
                                            Rent applicable thereto shall be the Fair Market Rent as per the provisions of Section 2
                                            of this Schedule “A” related thereto, which provisions shall apply mutatis
                                            mutandis.



 


For
clarity, the Base Rent shall not increase as a result of the valid exercise by the Tenant of its Right to Expand; the Landlord hereby
renouncing to any right it may have to increase the Base Rent under this Lease or at law.


 


The
parties shall execute the Landlord’s standard form of lease amending agreement to reflect the lease of the Expansion Premises as
per the terms and conditions hereto.


 


The
Right to Expand is conditional upon the construction of the Expansion Premises being permitted under Applicable Law; the Landlord makes
no representation and offers no warranty that such construction is permitted thereunder. In the event such condition is not met, the
Right to Expand and the provisions of this Section shall ipso facto become null and void and of no further effect, without any
rights or recourses whatsoever of the Tenant against the Landlord related thereto.


 


If
the Tenant validly exercises its Right to Expand and the construction of the Expansion Premises is permitted under Applicable Law, the
Tenant, at its cost, shall obtain all permits, licences and authorizations from all competent authorities necessary for the construction
of the Expansion Premises and shall proceed with the construction of the expansion within reasonable delays acting promptly and diligently.


 




    	- 21 -