Exhibit 10.1


 


COMMERCIAL
LEASE AGREEMENT


 


This Lease Agreement (the “Agreement”)
is made and effective June 10th, 2017,


 


		BETWEEN:	CALIFORNIA ELECTRIC
                                         BOAT COMPANY INC. (the "Landlord"), a corporation incorporated under the
                                         Canada Business Corporation Act, with the main address located at 730 Curé Boivin
                                         boulevard, Boisbriand (Qc) J7G 2A7, represented by Alexandre Mongeon, acting as President
                                         and Patrick Bobby, acting as Secretary-Treasurer.



 


		AND:	RIOPEL MARINE INC.,
                                         (The '' Tenant '') also doing business as CANADIAN ELECTRIC BOAT COMPANY, manufacturing
                                         and selling electric boats, incorporated August 27, 2012 under the Act of the Province
                                         of Quebec, Canada, whose head office is located at 730 Boulevard du Cure Boivin, Boisbriand
                                         (Qc) J7G 2A7, and represented by Alexandre Mongeon acting as President and Patrick Bobby,
                                         acting as Secretary-Treasurer



 


		1.	DESCRIPTION OF PREMISES



 


Landlord leases to Tenant the
premises located at 730 Cure Boivin boulevard, Boisbriand (Qc) J7G 2A7, a rental space of eight thousand two hundred and nine
(8,209) square feet, mainly used for manufacturing electric boats.


 


		2.	GRANT OF LEASE



 


Landlord, in consideration of
the rents to be paid and the covenants and agreements to be performed and observed by the Tenant, does hereby lease to the Tenant
and the Tenant does hereby lease and take from the Landlord the property described in Paragraph 1 and by reference made a part
hereof (the "Leased Premises"), together with, as part of the parcel, all improvements located thereon.


 


		3.	LEASE TERM



 


		a.	Total Term of Lease:
                                         The term of this Lease shall begin on June 10th 2017, and shall terminate
                                         on May 31st, 2022.



 


		b.	Commencement Date:
                                         The "Commencement Date" shall mean the date on which the Tenant shall commence
                                         to conduct business on the Leased Premised, so long as such date is not in excess of
                                         ten (10) days subsequent to execution hereof.



 


		4.	EXTENSIONS 



 


The parties hereto may elect
to extend this Agreement upon such terms and conditions as may be agreed upon in writing and signed by the parties at the time
of any such extension.


 






    
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		5.	DETERMINATION OF RENT



 


The Tenant agrees to pay the
Landlord and the Landlord agrees to accept, during the term hereof, at such place as the Landlord shall from time to time direct
by notice to the Tenant, rent at the following rates and times:


 


		a.	Annual Rent: The annual rent
                                         is sixty-nine thousand seven hundred and seventy-six dollars and fifty-two cents ($69,776,52),
                                         plus applicable taxes, representing eight dollars and fifty cents ($8.50) per square
                                         foot, on a Net / Net basis.



 


		b.	Payment of Yearly Rent: The annual
                                         rent shall be payable in advance in equal monthly installments of one-twelfth (1/12th)
                                         of the total yearly rent, which shall be five thousand eight hundred and fourteen and
                                         seventy one cents ($5,814.71), on the first day of each and every calendar month during
                                         the term hereof, and prorata for the fractional portion of any month, except that on
                                         the first day of the calendar month immediately following the Commencement Date, the
                                         Tenant shall also pay to the Landlord rent at the said rate for any portion of the preceding
                                         calendar month included in the term of this Lease.



 


		c.	Reference to yearly rent hereunder
                                         shall not be implied or construed to the effect that this Lease or the obligation to
                                         pay rent hereunder is from year to year, or for any term shorter than the existing Lease
                                         term, plus any extensions as may be agreed upon.



 


		d.	A late fee in the amount of one
                                         hundred dollars ($100.00) shall be assessed if payment is not postmarked or received
                                         by Landlord on or before the tenth day of each month.



 


		e.	Other expenses: the tenant will
                                         pay the costs of telecommunication, heating, electricity and air conditioning.



 


 


		6.	ADDITIONNAL RENT



 


This Lease is what
is commonly referred to a “Net / Net’’ Lease, with the understanding that from the first month of the
Lease Term, the Landlord will receive the stipulated rent free from any other taxation, liens or expenses of any kind, unless
otherwise provided in this Agreement. In addition to the BASIC RENT, the Tenant will pay to the parties entitled thereto all insurance
premiums, taxes, assessments, operating expenses, management fees, maintenance fees and any other costs and expenses that occur
or may be considered under any provision of this lease, for all premises during the term hereof.


 


All such fees, costs
and expenses will constitute an ADDITIONNAL RENT and, if the Lessee does not pay any of these costs or expenses, the Lessor shall
have the same rights and remedies as those provided in this Lease for the Tenant’s failure to: pay the rent. The parties
hereto are of the opinion that the Lessee may not terminate this lease for any reason whatsoever and the lessee will not be entitled
to any reduction or rent payable under this lease, except in the expressly provided for. Any contrary law, present or future,
must not modify this agreement between the parties.


 


On the execution of
this lease, the tenant will have to pay, annually, to the landlord the sum of four dollars ($4.00) per square foot, representing:


 


ADDITIONAL RENT
total annual:

Thirty two thousand eight hundred and thirty five dollars and ninety six cents ($32,835.96)



ADDITIONAL RENT monthly:

Two thousand seven hundred and thirty six dollars and thirty three cents ($2,736.33)


 






    
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		7.	USE OF PROPERTY BY TENANT



 


The Leased Premises may be occupied
and used by Tenant exclusively to manufacture, assembly and sale of electric boats, to be known as a Canadian Electric Boat Company.


 


Nothing herein shall give Tenant
the right to use the property for any other purpose or to sublease, assign, or license the use of the property to any Sub-Tenant,
assignee, or licensee, which or who shall use the property for any other use.


 





		8.	RESTRICTIONS ON USE



 


Tenant shall not use the demised
premises in any manner that will increase risks covered by insurance on the demised premises and result in an increase in the
rate of insurance or a cancellation of any insurance policy, even if such use may be in furtherance of Tenant’s business
purposes.


 


Tenant shall not keep, use, or
sell anything prohibited by any policy of fire insurance covering the demised premises, and shall comply with all requirements
of the insurers applicable to the demised premises necessary to keep in force the fire and liability insurance.


 


		9.	WASTE, NUISANCE, OR UNLAWFUL
                                         ACTIVITY



 


Tenant shall
not allow any waste or nuisance on the demised premises, or use or allow the demised premises to be used for any unlawful purpose.


 


		10.	DELAY IN DELIVERING POSSESSION



 


This lease agreement shall not
be rendered void or voidable by the inability of Landlord to deliver possession to Tenant on the date set forth in Section 3.
Landlord shall not be liable to Tenant for any loss or damage suffered by reason of such a delay; provided, however, that Landlord
does deliver possession no later than [date]. In the event of a delay in delivering
possession, the rent for the period of such delay will be deducted from the total rent due under this lease agreement. No extension
of this lease agreement shall result from a delay in delivering possession.


 


		11.	SECURITY DEPOSIT



 


Not applicable.


 


		12.	TAXES



 


All Property Taxes are included
in the ADDITIONNAL RENT.


 


		13.	IMPROVEMENTS BY TENANTS



 


Tenant may have prepared plans
and specifications for the construction of improvements, and, if so, such plans and specifications are attached hereto as Exhibit
 "B" and incorporated herein by reference. Tenant shall obtain all certificates, permits, licenses and other authorizations
of governmental bodies or authorities which are necessary to permit the construction of the improvements on the demised premises
and shall keep the same in full force and effect at Tenant's cost.


 






    
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Tenant shall negotiate, let and
supervise all contracts for the furnishing of services, labor, and materials for the construction of the improvements on the demised
premises at its cost. All such contracts shall require the contracting party to guarantee performance and all workmanship and
materials installed by it for a period of one year following the date of completion of construction. Tenant shall cause all contracts
to be fully and completely performed in a good and workmanlike manner, all to the effect that the improvements shall be fully
and completely constructed and installed in accordance with good engineering and construction practice.


 


During the course of construction,
Tenant shall, at its cost, keep in full force and effect a policy of builder's risk and liability insurance in a sum equal, from
time to time, to three times the amount expended for construction of the improvements. All risk of loss or damage to the improvements
during the course of construction shall be on Tenant with the proceeds from insurance thereon payable to Landlord.


 


Upon completion of construction,
Tenant shall, at its cost, obtain an occupancy permit and all other permits or licenses necessary for the occupancy of the improvements
and the operation of the same as set out herein and shall keep the same in force.


 


Nothing herein shall alter the
intent of the parties that Tenant shall be fully and completely responsible for all aspects pertaining to the construction of
the improvements of the demised premises and for the payment of all costs associated therewith. Landlord shall be under no duty
to investigate or verify Tenant's compliance with the provision herein. Moreover, neither Tenant nor any third party may construe
the permission granted Tenant hereunder to create any responsibility on the part of the Landlord to pay for any improvements,
alterations or repairs occasioned by the Tenant. The Tenant shall keep the property free and clear of all liens and, should the
Tenant fail to do so, or to have any liens removed from the property within ten (10) days of notification to do so by the Landlord,
in addition to all other remedies available to the Landlord, the Tenant shall indemnify and hold the Landlord harmless for all
costs and expenses, including attorney's fees, occasioned by the Landlord in having said lien removed from the property; and,
such costs and expenses shall be billed to the Tenant monthly and shall be payable by the Tenant with that month's regular monthly
rental as additional reimbursable expenses to the Landlord by the Tenant.


 


		14.	Utilities
                                         



 


Tenant shall pay for all water,
sanitation, sewer, electricity, light, heat, gas, power, fuel, janitorial, and other services incident to Tenant's use of the
Leased Premises, whether or not the cost thereof be a charge or imposition against the Leased Premises.


 


		15.	OBLIGATIONS FOR REPAIRS
                                         



 


		a.	Landlord’s Repairs:
                                         Subject to any provisions herein to the contrary, and except for maintenance or replacement
                                         necessitated as the result of the act or omission of subtenants, licensees or contractors,
                                         the Landlord shall be required to repair only defects, deficiencies, deviations or failures
                                         of materials or workmanship in the building. The Landlord shall keep the Leased Premises
                                         free of such defects, deficiencies, deviations or failures during the first two (2) months
                                         of the term hereof.



 


		b.	Tenant’s Repairs:
                                         The Tenant shall repair and maintain the Leased Premises in good order and condition,
                                         except for reasonable wear and tear, the repairs required of Landlord pursuant hereto,
                                         and maintenance or replacement necessitated as the result of the act or omission or negligence
                                         of the Landlord, its employees, agents, or contractors.



 






    
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		c.	Requirements of the Law:
                                         The Tenant agrees that if any federal, state or municipal government or any department
                                         or division thereof shall condemn the Leased Premises or any part thereof as not in conformity
                                         with the laws and regulations relating to the construction thereof as of the commencement
                                         date with respect to conditions latent or otherwise which existed on the Commencement
                                         Date, or, with respect to items which are the Landlord's duty to repair pursuant to Section
                                         a) and c) of this Article; and such federal, state or municipal government or any other
                                         department or division thereof, has ordered or required, or shall hereafter order or
                                         require, any alterations or repairs thereof or installations and repairs as may be necessary
                                         to comply with such laws, orders or requirements (the validity of which the Tenant shall
                                         be entitled to contest); and if by reason of such laws, orders or the work done by the
                                         Landlord in connection therewith, the Tenant is deprived of the use of the Leased Premises,
                                         the rent shall be abated or adjusted, as the case may be, in proportion to that time
                                         during which, and to that portion of the Leased Premises of which, the Tenant shall be
                                         deprived as a result thereof, and the Landlord shall be obligated to make such repairs,
                                         alterations or modifications at Landlord's expense. All such rebuilding, altering, installing
                                         and repairing shall be done in accordance with Plans and Specifications approved by the
                                         Tenant, which approval shall not be unreasonably withheld. If, however, such condemnation,
                                         law, order or requirement, as in this Article set forth, shall be with respect to an
                                         item which shall be the Tenant's obligation to repair pursuant to Section b) of this
                                         Article 9 or with respect to Tenant's own costs and expenses, no abatement or adjustment
                                         of rent shall be granted; provided, however, that Tenant shall also be entitled to contest
                                         the validity thereof.



 


		d.	Tenant's Alterations:
                                         The Tenant shall have the right, at its sole expense, from time to time, to redecorate
                                         the Leased Premises and to make such non-structural alterations and changes in such parts
                                         thereof as the Tenant shall deem expedient or necessary for its purposes; provided, however,
                                         that such alterations and changes shall neither impair the structural soundness nor diminish
                                         the value of the Leased Premises. The Tenant may make structural alterations and additions
                                         to the Leased Premises provided that Tenant has first obtained the consent thereto of
                                         the Landlord in writing. The Landlord agrees that it shall not withhold such consent
                                         unreasonably. The Landlord shall execute and deliver upon the request of the Tenant such
                                         instrument or instruments embodying the approval of the Landlord which may be required
                                         by the public or quasi public authority for the purpose of obtaining any licenses or
                                         permits for the making of such alterations, changes and/or installations in, to or upon
                                         the Leased Premises and the Tenant agrees to pay for such licenses or permits.



 


		e.	Permits and Expenses: Each
                                         party agrees that it will procure all necessary permits for making any repairs, alterations,
                                         or other improvements for installations, when applicable. Each Party hereto shall give
                                         written notice to the other party of any repairs required of the other pursuant to the
                                         provisions of this Article and the party responsible for said repairs agrees promptly
                                         to commence such repairs and to prosecute the same to completion diligently, subject,
                                         however, to the delays occasioned by events beyond the control of such party.



 


Each party agrees to pay promptly
when due the entire cost of any work done by it upon the Leased Premises so that the Leased Premises at all times shall be free
of liens for labor and materials. Each party further agrees to hold harmless and indemnify the other party from and against any
and all injury, loss, claims or damage to any person or property occasioned by or arising out of the doing of any such work by
such party or its employees, agents or contractors. Each party further agrees that in doing such work that it will employ materials
of good quality and comply with all governmental requirements, and perform such work in a good and workmanlike manner.


 


		16.	TENANT'S COVENANTS 



 


Tenant covenants and agrees as
follows:


 


		a.	To procure any licenses and permits
                                         required for any use made of the Leased Premises by Tenant, and upon the expiration or
                                         termination of this Lease, to remove its goods and effects and those of all persons claiming
                                         under it, and to yield up peaceably to Landlord the Leased Premises in good order, repair
                                         and condition in all respects; excepting only damage by fire and casualty covered by
                                         Tenant's insurance coverage, structural repairs (unless Tenant is obligated to make such
                                         repairs hereunder) and reasonable wear and tear;



 






    
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		b.	To permit Landlord and its agents
                                         to examine the Leased Premises at reasonable times and to show the Leased Premises to
                                         prospective purchasers of the Building and to provide Landlord, if not already available,
                                         with a set of keys for the purpose of said examination, provided that Landlord shall
                                         not thereby unreasonably interfere with the conduct of Tenant's business;



 


		c.	To permit Landlord to enter the
                                         Leased Premises to inspect such repairs, improvements, alterations or additions thereto
                                         as may be required under the provisions of this Lease. If, as a result of such repairs,
                                         improvements, alterations, or additions, Tenant is deprived of the use of the Leased
                                         Premises, the rent shall be abated or adjusted, as the case may be, in proportion to
                                         that time during which, and to that portion of the Leased Premises of which, Tenant shall
                                         be deprived as a result thereof.



 


		17.	INDEMNITY BY TENANT



 


The Tenant shall save Landlord
harmless and indemnify Landlord from all injury, loss, claims or damage to any person or property while on the Leased Premises,
unless caused by the willful acts or omissions or gross negligence of Landlord, its employees, agents, licensees or contractors.
Tenant shall maintain, with respect to the Leased Premises, public liability insurance with limits of not less than two million
dollars ($2,000,000) for injury or death from one accident and two million dollars ($2,000,000) property damage insurance, insuring
Landlord and Tenant against injury to persons or damage to property on or about the Leased Premises. A copy of the policy or a
certificate of insurance shall be delivered to Landlord on or before the commencement date and no such policy shall be cancelable
without TEN (10) days prior written notice to Landlord.


 


		18.	SIGNAGE



 


		a.	Exterior Signs: Tenant
                                         shall have the right, at its sole risk and expense and in conformity with applicable
                                         laws and ordinances, to erect and thereafter, to repair or replace, if it shall so elect
                                         signs on any portion of the Leased Premises, providing that Tenant shall remove any such
                                         signs upon termination of this lease, and repair all damage occasioned thereby to the
                                         Leased Premises.



 


		b.	Interior Signs: Tenant
                                         shall have the right, at its sole risk and expense and in conformity with applicable
                                         laws and ordinances, to erect, maintain, place and install its usual and customary signs
                                         and fixtures in the interior of the Leased Premises.



 


		19.	INSURANCE



 


		a.	Insurance Proceeds: In
                                         the event of any damage to or destruction of the Leased Premises, Tenant shall adjust
                                         the loss and settle all claims with the insurance companies issuing such policies. The
                                         parties hereto do irrevocably assign the proceeds from such insurance policies for the
                                         purposes hereinafter stated to any institutional first mortgagee or to Landlord and Tenant
                                         jointly, if no institutional first mortgagee then holds an interest in the Leased Premises.
                                         All proceeds of said insurance shall be paid into a trust fund under the control of any
                                         institutional first mortgagee, or of Landlord and Tenant if no institutional first mortgagee
                                         then holds an interest in the Leased Premises, for repair, restoration, rebuilding or
                                         replacement, or any combination thereof, of the Leased Premises or of the improvements
                                         in the Leased Premises. In case of such damage or destruction, Landlord shall be entitled
                                         to make withdrawals from such trust fund, from time to time, upon presentation of:



 






    
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		i.	bills for labor and materials expended
                                         in repair, restoration, rebuilding or replacement, or any combination thereof;



 


		ii.	Landlord's sworn statement that
                                         such labor and materials for which payment is being made have been furnished or delivered
                                         on site; and



 


		iii.	the certificate of a supervising
                                         architect (selected by Landlord and Tenant and approved by an institutional first mortgagee,
                                         if any, whose fees will be paid out of said insurance proceeds) certifying that the work
                                         being paid for has been completed in accordance with the Plans and Specifications previously
                                         approved by Landlord, Tenant and any institutional first mortgagee in a first class,
                                         good and workmanlike manner and in accordance with all pertinent governmental requirements.



 


Any insurance proceeds
in excess of such proceeds as shall be necessary for such repair, restoration, rebuilding, replacement or any combination thereof
shall be the sole property of Landlord subject to any rights therein of Landlord's mortgagee, and if the proceeds necessary for
such repair, restoration, rebuilding or replacement, or any combination thereof shall be inadequate to pay the cost thereof, Tenant
shall suffer the deficiency.


 


		b.	Subrogation: Landlord
                                         and Tenant hereby release each other, to the extent of the insurance coverage provided
                                         hereunder, from any and all liability or responsibility (to the other or anyone claiming
                                         through or under the other by way of subrogation or otherwise) for any loss to or damage
                                         of property covered by the fire and extended coverage insurance policies insuring the
                                         Leased Premises and any of Tenant's property, even if such loss or damage shall have
                                         been caused by the fault or negligence of the other party.



 


		c.	Contribution: Tenant shall
                                         reimburse Landlord for all insurance premiums connected with or applicable to the Leased
                                         Premises for whatever insurance policy the Landlord, at its sole and exclusive option,
                                         should select.



 


		20.	DAMAGE TO DEMISED PREMISES



 


		a.	Abatement or Adjustment of
                                         Rent: If the whole or any part of the Leased Premises shall be damaged or destroyed
                                         by fire or other casualty after the execution of this Lease and before the termination
                                         hereof, then in every case the rent reserved in Article IV herein and other charges,
                                         if any, shall be abated or adjusted, as the case may be, in proportion to that portion
                                         of the Leased Premises of which Tenant shall be deprived on account of such damage or
                                         destruction and the work of repair, restoration, rebuilding, or replacement or any combination
                                         thereof, of the improvements so damaged or destroyed, shall in no way be construed by
                                         any person to effect any reduction of sums or proceeds payable under any rent insurance
                                         policy.



 


		b.	Repairs and Restoration: Landlord
                                         agrees that in the event of the damage or destruction of the Leased Premises, Landlord
                                         forthwith shall proceed to repair, restore, replace or rebuild the Leased Premises (excluding
                                         Tenant's leasehold improvements), to substantially the condition in which the same were
                                         immediately prior to such damage or destruction. The Landlord thereafter shall diligently
                                         prosecute said work to completion without delay or interruption except for events beyond
                                         the reasonable control of Landlord. Notwithstanding the foregoing, if Landlord does not
                                         either obtain a building permit within ten (10) days of the date of such damage or destruction,
                                         or complete such repairs, rebuilding or restoration within two (2) months of such damage
                                         or destruction, then Tenant may at any time thereafter cancel and terminate this Lease
                                         by sending ten (10) days written notice thereof to Landlord, or, in the alternative,
                                         Tenant may, during said ten (10) day period, apply for the same and Landlord shall cooperate
                                         with Tenant in Tenant's application. Notwithstanding the foregoing, if such damage or
                                         destruction shall occur during the last year of the term of this Lease, or during any
                                         renewal term, and shall amount to fifty (50%]
                                         or more of the replacement cost, (exclusive of the land and foundations), this
                                         Lease, may be terminated at the election of either Landlord or Tenant, provided that
                                         notice of such election shall be sent by the party so electing to the other within ten
                                         (10) days after the occurrence of such damage or destruction. Upon termination, as aforesaid,
                                         by either party hereto, this Lease and the term thereof shall cease and come to an end,
                                         any unearned rent or other charges paid in advance by Tenant shall be refunded to Tenant,
                                         and the parties shall be released hereunder, each to the other, from all liability and
                                         obligations hereunder thereafter arising.



 






    
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		21.	CONDEMNATION 



 


		a.	Total Taking: If, after
                                         the execution of this Lease and prior to the expiration of the term hereof, the whole
                                         of the Leased Premises shall be taken under power of eminent domain by any public or
                                         private authority, or conveyed by Landlord to said authority in lieu of such taking,
                                         then this Lease and the term hereof shall cease and terminate as of the date when possession
                                         of the Leased Premises shall be taken by the taking authority and any unearned rent or
                                         other charges, if any, paid in advance, shall be refunded to Tenant.



 


		b.	Partial Taking: If, after
                                         the execution of this Lease and prior to the expiration of the term hereof, any public
                                         or private authority shall, under the power of eminent domain, take, or Landlord shall
                                         convey to said authority in lieu of such taking, property which results in a reduction
                                         by [%] or more of the area in the Leased
                                         Premises, or of a portion of the Leased Premises that substantially interrupts or substantially
                                         obstructs the conducting of business on the Leased Premises; then Tenant may, at its
                                         election, terminate this Lease by giving Landlord notice of the exercise of Tenant's
                                         election within ten (10) days after Tenant shall receive notice of such taking. In the
                                         event of termination by Tenant of this Lease and the term hereof shall cease and terminate
                                         as of the date when possession shall be taken by the appropriate authority of that portion
                                         of the Entire Property that results in one of the above takings, and any unearned rent
                                         or other charges, if any, paid in advance by Tenant shall be refunded to Tenant.



 


		c.	Restoration: In the event
                                         of a taking in respect of which Tenant shall not have the right to elect to terminate
                                         this Lease or, having such right, shall not elect to terminate this Lease, this Lease
                                         and the term thereof shall continue in full force and effect and Landlord, at Landlord's
                                         sole cost and expense, forthwith shall restore the remaining portions of the Leased Premises,
                                         including any and all improvements made theretofore to an architectural whole in substantially
                                         the same condition that the same were in prior to such taking. A just proportion of the
                                         rent reserved herein and any other charges payable by Tenant hereunder, according to
                                         the nature and extent of the injury to the Leased Premises and to Tenant's business,
                                         shall be suspended or abated until the completion of such restoration and thereafter
                                         the rent and any other charges shall be reduced in proportion to the square footage of
                                         the Leased Premises remaining after such taking.



 


		d.	The Award: All compensation
                                         awarded for any taking, whether for the whole or a portion of the Leased Premises, shall
                                         be the sole property of the Landlord whether such compensation shall be awarded for diminution
                                         in the value of, or loss of, the leasehold or for diminution in the value of, or loss
                                         of, the fee in the Leased Premises, or otherwise. The Tenant hereby assigns to Landlord
                                         all of Tenant's right and title to and interest in any and all such compensation. However,
                                         the Landlord shall not be entitled to and Tenant shall have the sole right to make its
                                         independent claim for and retain any portion of any award made by the appropriating authority
                                         directly to Tenant for loss of business, or damage to or depreciation of, and cost of
                                         removal of fixtures, personality and improvements installed in the Leased Premises by,
                                         or at the expense of Tenant, and to any other award made by the appropriating authority
                                         directly to Tenant.



 






    
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		e.	Release: In the event
                                         of any termination of this Lease as the result of the provisions of this Article 20,
                                         the parties, effective as of such termination, shall be released, each to the other,
                                         from all liability and obligations thereafter arising under this lease.



 


		22.	LANDLORD’S REMEDIES



 


In the event that:


 


		a.	Tenant shall on three or more
                                         occasions be in default in the payment of rent or other charges herein required to be
                                         paid by Tenant (default herein being defined as payment received by Landlord ten or more
                                         days subsequent to the due date), regardless of whether or not such default has occurred
                                         on consecutive or non-consecutive months; or



 


		b.	Tenant has caused a lien to be
                                         filed against the Landlord's property and said lien is not removed within ten (10) days
                                         of recordation thereof; or



 


		c.	Tenant shall default in the observance
                                         or performance of any of the covenants and agreements required to be performed and observed
                                         by Tenant hereunder for a period of ten (10) days after notice to Tenant in writing of
                                         such default (or if such default shall reasonably take more than ten (10) days to cure,
                                         Tenant shall not have commenced the same within the ten (10) days and diligently prosecuted
                                         the same to completion); or



 


		d.	Ten (10) days have elapsed after
                                         the commencement of any proceeding by or against Tenant, whether by the filing of a petition
                                         or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation,
                                         dissolution or similar relief under the present or future Federal Bankruptcy Act or any
                                         other present or future applicable federal, state or other statute or law, whereby such
                                         proceeding shall not have been dismissed (provided, however, that the non-dismissal of
                                         any such proceeding shall not be a default hereunder so long as all of Tenant's covenants
                                         and obligations hereunder are being performed by or on behalf of Tenant); then Landlord
                                         shall be entitled to its election (unless Tenant shall cure such default prior to such
                                         election), to exercise concurrently or successively, any one or more of the following
                                         rights:



 


		i.	Terminate this Lease by giving Tenant
                                         notice of termination, in which event this Lease shall expire and terminate on the date
                                         specified in such notice of termination, with the same force and effect as though the
                                         date so specified were the date herein originally fixed as the termination date of the
                                         term of this Lease, and all rights of Tenant under this Lease and in and to the Premises
                                         shall expire and terminate, and Tenant shall remain liable for all obligations under
                                         this Lease arising up to the date of such termination, and Tenant shall surrender the
                                         Premises to Landlord on the date specified in such notice; or



 


		ii.	Terminate this Lease as provided
                                         herein and recover from Tenant all damages Landlord may incur by reason of Tenant's default,
                                         including, without limitation, a sum which, at the date of such termination, represents
                                         the then value of the excess, if any, of (a) the Minimum Rent, Percentage Rent, Taxes
                                         and all other sums which would have been payable hereunder by Tenant for the period commencing
                                         with the day following the date of such termination and ending with the date herein before
                                         set for the expiration of the full term hereby granted, over (b) the aggregate reasonable
                                         rental value of the Premises for the same period, all of which excess sum shall be deemed
                                         immediately due and payable; or



 






    
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		iii.	Without terminating this Lease,
                                         declare immediately due and payable all Minimum Rent, Taxes, and other rents and amounts
                                         due and coming due under this Lease for the entire remaining term hereof, together with
                                         all other amounts previously due, at once; provided, however, that such payment shall
                                         not be deemed a penalty or liquidated damages but shall merely constitute payment in
                                         advance of rent for the remainder of said term. Upon making such payment, Tenant shall
                                         be entitled to receive from Landlord all rents received by Landlord from other assignees,
                                         tenants, and subtenants on account of said Premises during the term of this Lease, provided
                                         that the monies to which tenant shall so become entitled shall in no event exceed the
                                         entire amount actually paid by Tenant to Landlord pursuant to the preceding sentence
                                         less all costs, expenses and attorney's fees of Landlord incurred in connection with
                                         the reletting of the Premises; or



 


		iv.	Without terminating this Lease,
                                         and with or without notice to Tenant, Landlord may in its own name but as agent for Tenant
                                         enter into and upon and take possession of the Premises or any part thereof, and, at
                                         landlord's option, remove persons and property there from, and such property, if any,
                                         may be removed and stored in a warehouse or elsewhere at the cost of, and for the account
                                         of Tenant, all without being deemed guilty of trespass or becoming liable for any loss
                                         or damage which may be occasioned thereby, and Landlord may rent the Premises or any
                                         portion thereof as the agent of Tenant with or without advertisement, and by private
                                         negotiations and for any term upon such terms and conditions as Landlord may deem necessary
                                         or desirable in order to relet the Premises. Landlord shall in no way be responsible
                                         or liable for any rental concessions or any failure to rent the Premises or any part
                                         thereof, or for any failure to collect any rent due upon such reletting. Upon such reletting,
                                         all rentals received by Landlord from such reletting shall be applied: first, to the
                                         payment of any indebtedness (other than any rent due hereunder) from Tenant to Landlord;
                                         second, to the payment of any costs and expenses of such reletting, including, without
                                         limitation, brokerage fees and attorney's fees and costs of alterations and repairs;
                                         third, to the payment of rent and other charges then due and unpaid hereunder; and the
                                         residue, if any shall be held by Landlord to the extent of and for application in payment
                                         of future rent as the same may become due and payable hereunder. In reletting the Premises
                                         as aforesaid, Landlord may grant rent concessions and Tenant shall not be credited therefore.
                                         If such rentals received from such reletting shall at any time or from time to time be
                                         less than sufficient to pay to Landlord the entire sums then due from Tenant hereunder,
                                         Tenant shall pay any such deficiency to Landlord. Such deficiency shall, at Landlord's
                                         option, be calculated and paid monthly. No such reletting shall be construed as an election
                                         by Landlord to terminate this Lease unless a written notice of such election has been
                                         given to Tenant by Landlord. Notwithstanding any such reletting without termination,
                                         Landlord may at any time thereafter elect to terminate this Lease for any such previous
                                         default provided same has not been cured; or



 


		v.	Without liability to Tenant or any
                                         other party and without constituting a constructive or actual eviction, suspend or discontinue
                                         furnishing or rendering to Tenant any property, material, labor, Utilities or other service,
                                         whether Landlord is obligated to furnish or render the same, so long as Tenant is in
                                         default under this Lease; or



 


		vi.	Allow the Premises to remain unoccupied
                                         and collect rent from Tenant as it comes due; or



 


		vii.	Foreclose the security interest
                                         described herein, including the immediate taking of possession of all property on or
                                         in the Premises; or



 


		viii.	Pursue such other remedies as
                                         are available at law or equity.



 


		e.	Landlord's pursuit of any remedy
                                         of remedies, including without limitation, any one or more of the remedies stated herein
                                         shall not (1) constitute an election of remedies or preclude pursuit of any other remedy
                                         or remedies provided in this Lease or any other remedy or remedies provided by law or
                                         in equity, separately or concurrently or in any combination, or (2) sever as the basis
                                         for any claim of constructive eviction, or allow Tenant to withhold any payments under
                                         this Lease.



 



    
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		23.	LANDLORD'S Self Help 



 


If in the performance or observance of any agreement or condition
in this Lease contained on its part to be performed or observed and shall not cure such default within ten (10) days after notice
from Landlord specifying the default (or if such default shall reasonably take more than ten (10) days to cure, shall diligently
prosecuted the same to completion), Landlord may, at its option, without waiving any claim for damages for breach of agreement,
at any time thereafter cure such default for the account of Tenant, and any amount paid or contractual liability incurred by Landlord
in so doing shall be deemed paid or incurred for the account of Tenant and Tenant agrees to reimburse Landlord therefore and save
Landlord harmless there from. Provided, however, that Landlord may cure any such default as aforesaid prior to the expiration of
said waiting period, without notice to Tenant if any emergency situation exists, or after notice to Tenant, if the curing of such
default prior to the expiration of said waiting period is reasonably necessary to protect the Leased Premises or Landlord's interest
therein, or to prevent injury or damage to persons or property. If Tenant shall fail to reimburse Landlord upon demand for any
amount paid for the account of Tenant hereunder, said amount shall be added to and become due as a part of the next payment of
rent due and shall for all purposes be deemed and treated as rent hereunder.


 


		24.	TENANT'S Self Help 



 


If Landlord shall default in the performance or observance of
any agreement or condition in this Lease contained on its part to be performed or observed, and if Landlord shall not cure such
default within ten (10) days after notice from Tenant specifying the default (or, if such default shall reasonably take more than
ten (10) days to cure, and Landlord shall not have commenced the same within ten (10) days and diligently prosecuted the same to
completion), Tenant may, at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure
such default for the account of Landlord and any amount paid or any contractual liability incurred by Tenant in so doing shall
be deemed paid or incurred for the account of Landlord and Landlord shall reimburse Tenant therefore and save Tenant harmless there
from. Provided, however, that Tenant may cure any such default as aforesaid prior to the expiration of said waiting period, without
notice to Landlord if an emergency situation exists, or after notice to Landlord, if the curing of such default prior to the expiration
of said waiting period is reasonably necessary to protect the Leased Premises or Tenant's interest therein or to prevent injury
or damage to persons or property. If Landlord shall fail to reimburse Tenant upon demand for any amount paid or liability incurred
for the account of Landlord hereunder, said amount or liability may be deducted by Tenant from the next or any succeeding payments
of rent due hereunder; provided, however, that should said amount or the liability therefore be disputed by Landlord, Landlord
may contest its liability or the amount thereof, through arbitration or through a declaratory judgment action and Landlord shall
bear the cost of the filing fees therefore.


 


		25.	TITLE



 


		a.	Subordination: Tenant shall, upon the request of Landlord in writing, subordinate this Lease to the lien of any present
or future institutional mortgage upon the Leased Premises irrespective of the time of execution or the time of recording of any
such mortgage. Provided, however, that as a condition to such subordination, the holder of any such mortgage shall enter first
into a written agreement with Tenant in form suitable for recording to the effect that:



 


		i.	in the event of foreclosure or other action taken under the mortgage by the holder thereof, this Lease and the rights of Tenant
hereunder shall not be disturbed but shall continue in full force and effect so long as Tenant shall not be in default hereunder



 






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		ii.	such holder shall permit insurance proceeds and condemnation proceeds to be used for any restoration and repair required by
the provisions of this Agreement, respectively. Tenant agrees that if the mortgagee or any person claiming under the mortgagee
shall succeed to the interest of Landlord in this Lease, Tenant will recognize said mortgagee or person as its Landlord under the
terms of this Lease, provided that said mortgagee or person for the period during which said mortgagee or person respectively shall
be in possession of the Leased Premises and thereafter their respective successors in interest shall assume all of the obligations
of Landlord hereunder. The word "mortgage", as used herein includes mortgages, deeds of trust or other similar instruments,
and modifications, and extensions thereof. The term "institutional mortgage" as used in this Article 24 means a mortgage
securing a loan from a bank or trust company, insurance company or pension trust or any other lender institutional in nature and
constituting a lien upon the Leased Premises.



 


		b.	Quiet Enjoyment: Landlord covenants and agrees that upon Tenant paying the rent and observing and performing all of
the terms, covenants and conditions on Tenant's part to be observed and performed hereunder, that Tenant may peaceably and quietly
have, hold, occupy and enjoy the Leased Premises in accordance with the terms of this Lease without hindrance or molestation from
Landlord or any persons lawfully claiming through Landlord.



 


		c.	Zoning and Good Title: Landlord warrants and represents, upon which warranty and representation Tenant has relied in
the execution of this Lease, that Landlord is the owner of the Leased Premises, in fee simple absolute, free and clear of all encumbrances,
except for the easements, covenants and restrictions of record as of the date of this Lease. Such exceptions shall not impede or
interfere with the quiet use and enjoyment of the Leased Premises by Tenant. Landlord further warrants and covenants that this
Lease is and shall be a first lien on the Leased Premises, subject only to any Mortgage to which this Lease is subordinate or may
become subordinate pursuant to an agreement executed by Tenant, and to such encumbrances as shall be caused by the acts or omissions
of Tenant; that Landlord has full right and lawful authority to execute this Lease for the term, in the manner, and upon the conditions
and provisions herein contained; that there is no legal impediment to the use of the Leased Premises as set out herein; that the
Leased Premises are not subject to any easements, restrictions, zoning ordinances or similar governmental regulations which prevent
their use as set out herein; that the Leased Premises presently are zoned for the use contemplated herein and throughout the term
of this lease may continue to be so used therefore by virtue of said zoning, under the doctrine of "non-conforming use",
or valid and binding decision of appropriate authority, except, however, that said representation and warranty by Landlord shall
not be applicable in the event that Tenant's act or omission shall invalidate the application of said zoning, the doctrine of "non-conforming
use" or the valid and binding decision of the appropriate authority. Landlord shall furnish without expense to Tenant, within
ten (10) days after written request therefore by Tenant, a title report covering the Leased Premises showing the condition of title
as of the date of such certificate, provided, however, that Landlord's obligation hereunder shall be limited to the furnishing
of only one such title report.



 


		d.	Licenses: It shall be the Tenant's responsibility to obtain any and all necessary licenses and the Landlord shall bear
no responsibility therefore; the Tenant shall promptly notify Landlord of the fact that it has obtained the necessary licenses
in order to prevent any delay to Landlord in commencing construction of the Leased Premises.



 






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		26.	EXTENSIONS/WAIVERS/DISPUTES



 


		a.	Extension Period: Any extension hereof shall be subject to the provisions of Article c) hereof.



 


		b.	Holding Over: In the event that Tenant or anyone claiming under Tenant shall continue occupancy of the Leased Premises
after the expiration of the term of this Lease or any renewal or extension thereof without any agreement in writing between Landlord
and Tenant with respect thereto, such occupancy shall not be deemed to extend or renew the term of the Lease, but such occupancy
shall continue as a tenancy at will, from month to month, upon the covenants, provisions and conditions herein contained. The rental
shall be the rental in effect during the term of this Lease as extended or renewed, prorated and payable for the period of such
occupancy.



 


		c.	Waivers: Failure of either party to complain of any act or omission on the part of the other party, no matter how long
the same may continue, shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by either party
at any time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other
provision of this Lease or a consent to any subsequent breach of the same or any other provision. If any action by either party
shall require the consent or approval of the other party, the other party's consent to or approval of such action on any one occasion
shall not be deemed a consent to or approval of said action on any subsequent occasion or a consent to or approval of any other
action on the same or any subsequent occasion. Any and all rights and remedies which either party may have under this Lease or
by operation of law, either at law or in equity, upon any breach, shall be distinct, separate and cumulative and shall not be deemed
inconsistent with each other, and no one of them, whether exercised by said party or not, shall be deemed to be an exclusion of
any other; and any two or more or all of such rights and remedies may be exercised at the same time.



 


		d.	Disputes: It is agreed that, if at any time a dispute shall arise as to any amount or sum of money to be paid by one
party to the other under the provisions hereof, the party against whom the obligation to pay the money is asserted shall have the
right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive
the right on the part of the said party to institute suit for the recovery of such sum. If it shall be adjudged that there was
no legal obligation on the part of said party to pay such sum or any part thereof, said party shall be entitled to recover such
sum or so much thereof as it was not legally required to pay under the provisions of this Lease. If at any time a dispute shall
arise between the parties hereto as to any work to be performed by either of them under the provisions hereof, the party against
whom the obligation to perform the work is asserted may perform such work and pay the costs thereof "under protest" and
the performance of such work shall in no event be regarded as a voluntary performance and shall survive the right on the part of
the said party to institute suit for the recovery of the costs of such work. If it shall be adjudged that there was no legal obligation
on the part of the said party to perform the same or any part thereof, said party shall be entitled to recover the costs of such
work or the cost of so much thereof as said party was not legally required to perform under the provisions of this Lease and the
amount so paid by Tenant may be withheld or deducted by Tenant from any rents herein reserved.



 


		e.	Tenant’s Right to cure Landlord’s Default: In the event that Landlord shall fail, refuse or neglect to pay
any mortgages, liens or encumbrances, the judicial sale of which might affect the interest of Tenant hereunder, or shall fail,
refuse or neglect to pay any interest due or payable on any such mortgage, lien or encumbrance, Tenant may pay said mortgages,
liens or encumbrances, or interest or perform said conditions and charge to Landlord the amount so paid and withhold and deduct
from any rents herein reserved such amounts so paid, and any excess over and above the amounts of said rents shall be paid by Landlord
to Tenant.



 






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		f.	Notices: All notices and other communications authorized or required hereunder shall be in writing and shall be given
by mailing the same by certified mail, return receipt requested, postage prepaid, and any such notice or other communication shall
be deemed to have been given when received by the party to whom such notice or other communication shall be addressed. If intended
for Landlord the same will be mailed to the address herein above set forth or such other address as Landlord may hereafter designate
by notice to Tenant, and if intended for Tenant, the same shall be mailed to Tenant at the address herein above set forth, or such
other address or addresses as Tenant may hereafter designate by notice to Landlord.



 


		27.	PROPERTY DAMAGE 



 


		a.	Loss and Damage: Notwithstanding any contrary provisions of this Lease, Landlord shall not be responsible for any loss
of or damage to property of Tenant or of others located on the Leased Premises, except where caused by the willful act or omission
or negligence of Landlord, or Landlord's agents, employees or contractors, provided, however, that if Tenant shall notify Landlord
in writing of repairs which are the responsibility of Landlord under Article VII hereof, and Landlord shall fail to commence and
diligently prosecute to completion said repairs promptly after such notice, and if after the giving of such notice and the occurrence
of such failure, loss of or damage to Tenant's property shall result from the condition as to which Landlord has been notified,
Landlord shall indemnify and hold harmless Tenant from any loss, cost or expense arising there from.



 


		b.	Force Majeure: In the event that Landlord or Tenant shall be delayed or hindered in or prevented from the performance
of any act other than Tenant's obligation to make payments of rent, additional rent, and other charges required hereunder, by reason
of strikes, lockouts, unavailability of materials, failure of power, restrictive governmental laws or regulations, riots, insurrections,
the act, failure to act, or default of the other party, war or other reason beyond its control, then performance of such act shall
be excused for the period of the delay and the period for the performance of such act shall be extended for a period equivalent
to the period of such delay. Notwithstanding the foregoing, lack of funds shall not be deemed to be a cause beyond control of either
party.



 


		28.	Assignment and Subletting



 


Under the terms and conditions hereunder, Tenant shall have
the absolute right to transfer and assign this lease or to sublet all or any portion of the Leased Premises or to cease operating
Tenant's business on the Leased Premises provided that at the time of such assignment or sublease Tenant shall not be in default
in the performance and observance of the obligations imposed upon Tenant hereunder, and in the event that Tenant assigns or sublets
this property for an amount in excess of the rental amount then being paid, then Landlord shall require as further consideration
for the granting of the right to assign or sublet, a sum equal to twenty-five percent (25%) of the difference between the amount
of rental to be charged by Tenant to Tenant's subtenant or assignee and the amount provided for herein, payable in a manner consistent
with the method of payment by the subtenant or assignee to the Tenant, and/or [to
twenty-five percent (25%) of the consideration paid or to be paid to Tenant by Tenant's or Sub-Tenant or assignee.


 


		29.	Fixtures



 


All personal property, furnishings and equipment presently and
all other trade fixtures installed in or hereafter by or at the expense of Tenant and all additions and/or improvements, exclusive
of structural, mechanical, electrical, and plumbing, affixed to the Leased Premises and used in the operation of the Tenant's business
made to, in or on the Leased Premises by and at the expense of Tenant and susceptible of being removed from the Leased Premises
without damage, unless such damage be repaired by Tenant, shall remain the property of Tenant and Tenant may, but shall not be
obligated to, remove the same or any part thereof at any time or times during the term hereof, provided that Tenant, at its sole
cost and expense, shall make any repairs occasioned by such removal.


 






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		30.	OPTION TO RENEW



 


Landlord grants to Tenant an option to renew this lease agreement
for a period of five (5) years after expiration of the term of this Lease agreement at a rental to be determined six (6) months
prior the expiration of the current Lease agreement, with all other terms and conditions of the renewal lease to be the same as
those in this lease agreement. To exercise this option to renew, Tenant must give Landlord written notice of intention to do so
at least six (6) months before this lease agreement expires.


 


		31.	Estoppel Certificates 



 


At any time and from time to time, Landlord and Tenant each
agree, upon request in writing from the other, to execute, acknowledge and deliver to the other or to any person designated by
the other a statement in writing certifying that the Lease is unmodified and is in full force and effect, or if there have been
modifications, that the same is in full force and effect as modified (stating the modifications), that the other party is not in
default in the performance of its covenants hereunder, or if there have been such defaults, specifying the same, and the dates
to which the rent and other charges have been paid.


 


		32.	Invalidity of Particular Provision 



 


If any term or provision of this Lease or the application hereof
to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Lease, or the application
of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not
be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by
law.


 


		33.	Captions and Definitions of Parties 



 


The captions of the Sections of this Lease are for convenience
only and are not a part of this Lease and do not in any way limit or amplify the terms and provisions of this Lease. The word "Landlord"
and the pronouns referring thereto, shall mean, where the context so admits or requires, the persons, firm or corporation named
herein as Landlord or the mortgagee in possession at any time, of the land and building comprising the Leased Premises. If there
is more than one Landlord, the covenants of Landlord shall be the joint and several obligations of each of them, and if Landlord
is a partnership, the covenants of Landlord shall be the joint and several obligations of each of the partners and the obligations
of the firm. Any pronoun shall be read in the singular or plural and in such gender as the context may require. Except as in this
Lease otherwise provided, the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.


 


		34.	RELATIONSHIP OF THE PARTIES



 


Nothing contained herein shall be deemed or construed by the
parties hereto nor by any third party as creating the relationship of principal and agent or of partnership or of a joint venture
between the parties hereto, it being understood and agreed that neither any provision contained herein, nor any acts of the parties
hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and Tenant.


 






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		35.	Brokerage 



 


No party has acted as, by or through a broker in the effectuation
of this Agreement, except as set out hereinafter.


 


		36.	Entire Agreement 



 


This instrument contains the entire and only agreement between
the parties, and no oral statements or representations or prior written matter not contained in this instrument shall have any
force and effect. This Lease shall not be modified in any way except by a writing executed by both parties.


 


		37.	Governing Law 



 


All matters pertaining to this agreement (including its interpretation,
application, validity, performance and breach) in whatever jurisdiction action may be brought, shall be governed by, construed
and enforced in accordance with the laws of the Province of Quebec. The parties herein waive trial by jury and agree to submit
to the personal jurisdiction and venue of a court of subject matter jurisdiction located in the Province of Quebec.


 


		38.	litigation



 


In the event that litigation results from or arises out of this
Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs,
and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party
may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more
than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of
said time calculable.


 


If Landlord files an action to enforce any agreement contained
in this lease agreement, or for breach of any covenant or condition, Tenant shall pay Landlord reasonable attorney fees for the
services of Landlord’s attorney in the action, all fees to be fixed by the court.


 


		39.	Contractual Procedures 



 


Unless specifically disallowed by law, should litigation arise
hereunder, service of process therefore may be obtained through certified mail, return receipt requested; the parties hereto waiving
any and all rights they may have to object to the method by which service was perfected.


 


		40.	Extraordinary remedies 



 


To the extent cognizable at law, the parties hereto, in the
event of breach and in addition to any and all other remedies available thereto, may obtain injunctive relief, regardless of whether
the injured party can demonstrate that no adequate remedy exists at law.


 


		41.	Reliance on Financial Statement 



 


Tenant shall furnish concurrently with the execution of this
lease, a financial statement of Tenant prepared by an accountant. Tenant, both in corporate capacity, if applicable, and individually,
hereby represents and warrants that all the information contained therein is complete, true, and correct. Tenant understands that
Landlord is relying upon the accuracy of the information contained therein. Should there be found to exist any inaccuracy within
the financial statement which adversely affects Tenant's financial standing, or should Tenant's financial circumstances materially
change, Landlord may demand, as additional security, an amount equal to an additional six (6) months' rent, which additional security
shall be subject to all terms and conditions herein, require a fully executed guaranty by a third party acceptable to Landlord,
elect to terminate this Lease, or hold Tenant personally and individually liable hereunder.


 






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IN WITNESS WHEREOF, the parties hereto have executed this Lease
the day and year first above written or have caused this Lease to be executed by their respective officers thereunto duly authorized.


 




 







	RIOPEL MARINE INC. (The Tenant)	 	 
	 	 	 
		 	
	x	 	 
	Alexandre Mongeon, President	 	Patrick Bobby, Secretary-Treasurer
	 	 	 
	Dated: June 10th,
2017	 	Dated: June 10th,
2017



 





 


 




 


	CALIFORNIA ELECTRIC BOAT COMPANY INC. (The Landlord)	 	 
	 	 	 
		 	
	x	 	 
	Alexandre Mongeon, President	 	Patrick Bobby, Secretary-Treasurer
	 	 	 
	Dated: June 10th,
2017	 	Dated: June 10th,
2017



 





 




 






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EXHIBIT "A" LEGAL DESCRIPTION


 


A site located in the city of Boisbriand, Province of Quebec,
having the cadastral designation of lot 5,251,935 (common part) of the Cadastre of the Province of Quebec, with an approximate
area of 245,450 ft2. On this site there is a 1-storey building, of approximately 125, 500 ft2, with 14 divided co-ownerships
vocation of `` Industrial / office / retail '', held by various owners under a Declaration of co-ownership, known as follow:


 


648 Cure-Boivin boulevard, Boisbriand (private
lot 5 368 927)


650 Cure-Boivin boulevard, Boisbriand (private
lot 5 251 936)


660 Cure-Boivin boulevard, Boisbriand (private
lot 5 251 937)


670 Cure-Boivin boulevard, Boisbriand (private
lot 5 251 938)


680 Cure-Boivin boulevard, Boisbriand (private
lot 5 251 939)


690 Cure-Boivin boulevard, Boisbriand (private
lot 5 251 940)


700 Cure-Boivin boulevard, Boisbriand (private
lot 5 251 941)


710 Cure-Boivin boulevard, Boisbriand (private
lot 6 032 689)


720 Cure-Boivin boulevard, Boisbriand (private
lot 6 032 688)


730 – 750 Cure-Boivin boulevard,
Boisbriand (private lot 6 032 687)


760 – 770 Cure-Boivin boulevard,
Boisbriand (private lot 5 251 943)


800 – 810 Cure-Boivin boulevard,
Boisbriand (private lot 5 251 944)


820 Cure-Boivin boulevard, Boisbriand (private
lot 5 251 945)


840 Cure-Boivin boulevard, Boisbriand
(private lot 5 251 946)


 

The Property known as 730 Cure-Boivin boulevard, Boisbriand (Qc), with the private lot number 6 032 687 as cadastral
division of the Province of Quebec, has a an industrial / office building with a rental area of 8,209 ft2.


 






    	Lease Agreement: 730 Cure Boivin, Boisbriand (Qc)	Page 18 of 19



     


    

 





EXHIBIT "B" TENANT PLANS
AND SPECIFICATIONS


 






    	Lease Agreement: 730 Cure Boivin, Boisbriand (Qc)	Page 19 of 19