Exhibit
10.09


 


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: four hundred fifteen thousand US dollars (US$415,000.00) per annum, being thirty-four
    thousand five hundred eighty-three US dollars and thirty-three cents (US$34,583.33) 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		US$
	421,225.00	 
	Seventh
    (7th) year of the Term	 	US$
	427,543.38	 
	Eighth
    (8th) year of the Term	 	US$
	433,956.53	 
	Ninth
    (9th) year of the Term 	 	US$
	440,465.88	 
	Tenth
    (10th) year of the Term	 	US$
	447,072.87	 
	Eleventh
    (11th) year of the Term	 	US$
	453,778.96	 
	Twelfth
    (12th) year of the Term	 	US$
	460,585.64	 
	Thirteenth
    (13th) year of the Term 	 	US$	467,494.42	 
	Fourteenth
    (14th) year of the Term	 	US$	474,506.84	 
	Fifteenth
    (15th) year of the Term	 	US$	481,624.44	 




 



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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)	“Fair
                                            Market Rent”: the then applicable fair market rate per annum at which a tenant
                                            and a landlord would agree to enter into a lease (and not subleases) for premises similar
                                            to the Premises located in a building similar to the Building, in the City of Joliette, for
                                            a term similar to the remainder of the Term;


	 	 
	n)	“HVAC
    System”: means the heating, ventilation and air conditioning system serving the Building;
	 	 
	o)	“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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	p)	“Leasehold
    Improvements” has the meaning ascribed to it under Section 6.2;
	 	 
	q)	“Permitted
    Use”: any and all lawful uses in connection with the Tenant’s business;
	 	 
	r)	“Premises”:
    collectively, the Building and the Land;
	 	 
	s)	“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”;
	 	 
	t)	“Rent”:
    collectively the Base Rent and the Additional Rent;
	 	 
	u)	“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;
	 	 
	v)	“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;
	 	 
	w)	“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
	 	 
	x)	“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. In the event the provisions of Section 4.c) of Schedule
    “A” apply, the Term shall also include the Extended Term.


 


	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	Currency


 


All
amounts payable by the Tenant to the Landlord hereunder shall be payable in U.S. currency. 


 






	4.6	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, licences 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
Lease.


 


	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


 





Subject
to the provisions of Section 5 of this Schedule “A”, 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 the Premises and
the Expansion Premises (if any), 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 then current Term. 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 and the Expansion Premises (if any) “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 for the Premises (excluding the Expansion Premises, if any, for which no Base Rent is payable) during each Renewal
    Term shall be the Base Rent payable during the last year of the then current Term 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 then current Term.


 


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 then current
Term, without any rights or recourses whatsoever of the Tenant against the Landlord related thereto.




 


	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.


 






    	-19-



    	 



    

 


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.


 


	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, is not then in default of executing its obligations under the
Lease, and has obtained all necessary governmental or municipal permits, licences 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”),
the whole in accordance with the terms and conditions of Section 6.2 of the Lease.

 


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)	there
                                            shall be no Base Rent payable by the Tenant for the Expansion Premises during the entire
                                            Term (including, for clarity, any Renewal Term(s) and any Extended Term). In addition, 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;


	 	 
	b)	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 (ii) ten (10) years. For clarity, the Expansion Premises Term shall commence on the date on which the construction
    of the Expansion Premises is substantially completed;
	 	 
	c)	if,
as a result of the application of the provisions of paragraph a) (ii) above, the Expansion Premises Term and the Term for the existing
Premises are not coterminous, the Term for the existing Premises shall be extended by the period (the “Extended Term”) necessary
for the Term to be coterminous with the Expansion Premises Term. The Extended 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 Extended Term, save and except that:









 


	 	i)	the
    Tenant shall accept the existing Premises “as is”, in their state and condition existing on the commencement date of
    the Extended Term, 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;
	 	 	 
	 	 	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; and
	 	 	 
	 	 	the
    Base Rent payable by the Tenant to the Landlord during this Extended Term for the existing Premises (excluding the Expansion Premises
    for which no Base Rent is payable) shall be the Fair Market Rent mutually agreed upon by the parties.


 


If
the parties fail to mutually agree on the Fair Market Rent for the Premises, each party shall have the right to request that said Fair
Market Rent be determined by arbitration pursuant to the following provisions: The party requesting the arbitration shall provide a written
notice to the other party to that effect. The arbitrator shall be selected by both parties. If the parties cannot agree on the selection
of the arbitrator within a fifteen (15) day delay following one of the party’s receipt of a written notice from the other party
in which said other party proposes an arbitrator, then either party shall have the right to apply to a Court of competent jurisdiction
for the appointment of the arbitrator. Any arbitrator named by the parties or the Court shall (i) be a member in good standing of the
Ordre des évaluateurs agréés du Québec (OAEQ), and (ii) have no less than ten (10) years’ experience
in the Joliette region, and (iii) be at arm’s length from each party. The arbitrator shall render his or her decision by no later
than fifteen (15) days from its receipt of the arbitration mandate, and his or her decision shall be final, binding and without appeal.
Unless there is bad faith in respect of the arbitration, each of the Tenant and the Landlord shall bear its own costs and shall divide
the arbitrator costs equally. Subject to the foregoing, the arbitration shall conform to Articles 620 and following of the Code of
Civil Procedure.


 


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 Premises within reasonable delays acting promptly
and diligently.


 





	5.	TOTAL
    TERM NOT TO REACH NOR EXCEED 40 YEARS


 


Notwithstanding
any provision of the Lease, in no event shall the total Term of the Lease (being, for clarity, the initial term of fifteen (15) years,
all Renewal Terms and the Extended Term pursuant to Section 4.b)(ii) of this Schedule “A”) be of forty (40) years or more.
If the total Term, either in virtue of the valid exercise by the Tenant of an Option to Renew or in virtue of the Extended Term, is to
reach or exceed forty (40) years, it shall automatically be reduced by the number of days, months or years necessary to be of forty (40)
years minus one (1) day. Once the total Term has reached forty (40) years minus one (1) day, any remaining Option(s) to Renew, together
with the provisions of Section 2 of this Schedule “A”, shall be deemed null and void and of no further effect.


 



    	-20-