Exhibit 10.1.1
LSE – 20200827 – META FINAL
LEASE
BETWEEN:
RANK INCORPORATED
“Landlord”
-and-
METAMATERIAL INC.
“Tenant”
LOCATION 60 Highfield Park Drive, Suite 102, Dartmouth, Nova Scotia
|
Commencement Date:
January 1, 2021
LSE – 20200827 – META FINAL
TABLE OF CONTENTS
ARTICLE 1. SUMMARY OF BASIC PROVISIONS, DEFINITIONS AND SCHEDULES | 1 | ||
|
|
|
|
| 1.1 | BASIC PROVISIONS | 1 |
| 1.2 | DEFINITIONS | 3 |
| 1.3 | SCHEDULES | 8 |
|
| ||
ARTICLE 2. PREMISES, TERM, ADJUSTMENT OF COMMENCEMENT DATE | 9 | ||
|
|
|
|
| 2.1 | PREMISES | 9 |
| 2.2 | TERM | 9 |
| 2.3 | NOTICE OF POSSESSION DATE-INTENTIONALLY DELETED | 9 |
| 2.4 | ADJUSTMENT OF COMMENCEMENT DATE | 9 |
| 2.5 | LANDLORD’S WORK | 9 |
| 2.6 | TENANT’S WORK | 9 |
| 2.7 | LANDLORD’S OBLIGATIONS REGARDING THE PREMISES | 10 |
| 2.8 | ADJUSTMENT OF RENTABLE AREA | 10 |
|
| ||
ARTICLE 3. RENT, HST, ADVANCE RENT | 10 | ||
|
|
|
|
| 3.1 | RENT | 10 |
| 3.2 | HST AND OTHER VALUE ADDED TAXES | 11 |
|
| ||
ARTICLE 4. PAYMENT OF RENT, ADDITIONAL RENT, UTILITIES, JANITORIA | 11 | ||
|
|
|
|
| 4.1 | PAYMENT OF RENT | 11 |
| 4.2 | PAYMENT OF ADDITIONAL RENT | 11 |
| 4.3 | TAXES ATIRIBUTABLE TO THE PREMISES | 12 |
| 4.4 | PAYMENT OF UTILITIES | 12 |
| 4.5 | POST- DATED CHEQUES/PAY BY DIRECTION | 13 |
| 4.6 | LATE PAYMENT CHARGE | 13 |
| 4.7 | JANITORIAL AND CLEANING | 13 |
|
| ||
ARTICLE 5. MAINTAINING PREMISES, ET AL | 14 | ||
|
|
|
|
| 5.1 | MAINTAINING PREMISES | 14 |
| 5.2 | ALTERATIONS TO PREMISES | 14 |
| 5.3 | NOTICE OF DAMAGE | 15 |
| 5.4 | NON-INTERFERENCE WITH HEATING, ETC. | 15 |
| 5.5 | RIGHT OF LANDLORD TO PERFORM TENANT’S OBLIGATIONS | 15 |
| 5.6 | INSPECTION | 15 |
| 5.7 | TELECOMMUNICATIONS SYSTEMS | 15 |
| 5.8 | HVAC | 16 |
|
| ||
ARTICLE 6. LANDLORD’S RIGHT TO REPAIR OR MAKE ALTERATIONS | 16 | ||
|
|
|
|
| 6.1 | RESTORATION OF PREMISES | 16 |
| 6.2 | SURRENDER OF KEYS | 16 |
| 6.3 | LANDLORD’S RIGHT TO REPAIR OR MAKE ALTERATIONS | 16 |
| 6.4 | CONTROL OF BUILDING BY LANDLORD | 17 |
|
| ||
ARTICLE 7. INSURANCE, INDEMNITY AND RELEASE | 18 | ||
|
|
|
|
| 7.1 | LANDLORD’S INSURANCE | 18 |
| 7.2 | TENANT’S INSURANCE | 18 |
| 7.3 | GENERAL PROVISIONS OF TENANT’S INSURANCE AND TENANT’S PREMIUMS | 19 |
| 7.4 | CANCELLATION OF OR INCREASE IN LANDLORD’S INSURANCE PREMIUMS | 20 |
i
LSE – 20200827 – META FINAL
| 7.5 | RELEASE | 20 |
| 7.6 | INDEMNIFICATION OF LANDLORD | 20 |
|
| ||
ARTICLE 8. DESTRUCTION OF PREMISES OR IMPROVEMENTS | 21 | ||
|
|
|
|
| 8.1 | TOTAL DESTRUCTION | 21 |
| 8.2 | PARTIAL DESTRUCTION | 22 |
| 8.3 | REPAIR OF PARTIAL DESTRUCTION | 22 |
| 8.4 | DESTRUCTION OF IMPROVEMENTS | 22 |
| 8.5 | LIMITATION | 22 |
| 8.6 | INSURANCE | 22 |
|
| ||
ARTICLE 9. ASSIGNMENT AND SUBLETTING, CHANGE OF CONTROL OF TENANT’S BUSINESS | 22 | ||
|
|
|
|
| 9.1 | CONSENT REQUIRED | 22 |
| 9.2 | LANDLORD OPTION TO TERMINATE | 23 |
| 9.3 | CORPORATE OWNERSHIP | 23 |
| 9.4 | TRANSFER BY THE LANDLORD | 23 |
| 9.5 | EXCESS RENTAL | 24 |
|
| ||
ARTICLE 10. COMPLIANCE WITH LAWS AND REGULATIONS, GENERAL COVENANTS | 24 | ||
|
|
|
|
| 10.1 | COMPLIANCE WITH LAWS AND REGULATIONS | 24 |
| 10.2 | LANDLORD’S GENERAL COVENANTS | 24 |
| 10.3 | TENANT’S GENERAL COVENANTS | 24 |
|
| ||
ARTICLE 11. USE OF PREMISES | 24 | ||
|
|
|
|
| 11.1 | USE OF PREMISES | 24 |
| 11.2 | CONDUCT OF BUSINESS | 24 |
| 11.3 | NUISANCE | 25 |
| 11.4 | HAZARDOUS MATERIAL | 25 |
| 11.5 | SIGNS | 25 |
|
| ||
ARTICLE 12. QUIET ENJOYMENT, PARKING, PAYMENT OF TAXES, ETC., FORCE MAJEURE | 26 | ||
|
|
|
|
| 12.1 | QUIET ENJOYMENT | 26 |
| 12.2 | PARKING | 26 |
|
| ||
ARTICLE 13. LANDLORD’S REMEDIES, LANDLORD’S RIGHTS | 27 | ||
|
|
|
|
| 13.1 | LANDLORD’S REMEDIES | 27 |
| 13.2 | LANDLORD’S RIGHTS | 29 |
|
| ||
ARTICLE 14. SUBORDINATION, NON-DISTURBANCE, CERTIFICATE, NON-REGISTRATION OF LEASE | 31 | ||
|
|
|
|
| 14.1 | SUBORDINATION, NON-DISTURBANCE | 31 |
| 14.2 | ESTOPPEL CERTIFICATES | 31 |
| 14.3 | NON-REGISTRATION | 32 |
|
| ||
ARTICLE 15. INTERPRETATION | 32 | ||
|
|
|
|
| 15.1 | APPLICABLE LAW | 32 |
| 15.2 | ENTIRE AGREEMENT | 32 |
| 15.3 | FORCE MAJEURE | 32 |
| 15.4 | LANDLORD | 32 |
| 15.5 | HEADINGS | 33 |
| 15.6 | TENANT | 33 |
| 15.7 | SUCCESSORS AND ASSIGNS | 33 |
| 15.8 | SEVERABILITY | 33 |
ii
LSE – 20200827 – META FINAL
| 15.9 | OBLIGATIONS | 33 |
| 15.10 | INCLUDED MEANINGS | 33 |
| 15.11 | LANDLORD’S ADVISOR | 34 |
| 15.12 | MEASUREMENT OF THE PREMISES | 34 |
| 15.13 | PARTNERSHIP OR AGENCY | 34 |
| 15.14 | BROKERAGE COMMISSION | 34 |
| 15.15 | TIME OF THE ESSENCE | 34 |
|
| ||
ARTICLE 16. NOTICES | 34 | ||
|
|
|
|
| 16.1 | NOTICES | 34 |
|
| ||
ARTICLE 17. ADDITIONS, SUBDIVISION AND ASSIGNMENT | 35 | ||
|
|
|
|
| 17.1 | ADDITIONS AND DISPOSITION | 35 |
| 17.2 | SUBDIVISION | 35 |
| 17.3 | SALE OR ASSIGNMENT | 35 |
|
| ||
ARTICLE 18. ACCEPTANCE | 35 | ||
|
|
|
|
| 18.1 | ACCEPTANCE | 35 |
| 18.2 | EXECUTION | 35 |
|
| ||
ARTICLE 19. EXECUTION | 36 | ||
|
| ||
SCHEDULE “A”: DESCRIPTION OF LANDS | 37 | ||
|
| ||
SCHEDULE “B”: PREMISES | 38 | ||
|
| ||
SCHEDULE “C”: LANDLORD’S WORK AND TENANT’S WORK | 39 | ||
|
| ||
SCHEDULE “D”: RULES AND REGULATIONS | 40 | ||
|
| ||
SCHEDULE “E”: SPECIAL PROVISIONS | 42 |
iii
LSE – 20200827 – META FINAL
LEASE
THIS LEASE dated August 28, 2020:
|
|
|
BETWEEN: |
|
|
| RANK INCORPORATED |
|
| (“Landlord”) |
|
|
| OF THE FIRST PART |
AND: |
|
|
| METAMATERIAL INC. |
|
| (“Tenant”) |
|
|
| OF THE SECOND PART |
IN CONSIDERATION of the mutual covenants herein contained, the parties hereto agree as follows:
In addition to any other terms defined elsewhere herein, the following are certain basic terms and provisions which are part of, may be referred to and are more fully specified in this Lease. If there is a discrepancy between the terms and provisions of this Article 1.1 and any other Article of the Lease, the provisions of this Article 1.1 of the Lease shall prevail.
ARTICLE 1. SUMMARY OF BASIC PROVISIONS, DEFINITIONS AND SCHEDULES
1.1 BASIC PROVISIONS
(a) | Address of Landlord: | c/o Page Property Management |
|
| 7071 Bayers Road, Suite 4007 |
|
| Halifax, Nova Scotia, B3L 2C2 |
|
|
|
(b) | Address of Tenant: | 60 Highfield Park Drive, Suite 102, Dartmouth, Nova Scotia |
|
|
|
(c) | Tenant’s business or Trade Name: | N/A |
|
|
|
(d) | Building: |
|
60 Highfield Park Drive, Dartmouth, Nova Scotia, and situate upon the lands described in Schedule “A” hereof.
“Normal Building Hours” for the Building means Monday to Friday 8:00 AM to 6:00 PM, saving and excepting statutory holidays.
Approximately Fifty-Three Thousand (53,000) square feet of Rentable Area, identified as Suite #102 (the “Premises”) in the Building and indicated as per Schedule “B” attached hereto.
In accordance with Article 2.8, Landlord may have its surveyor or other professional prepare a final measurement of the area of the Premises and/or the Building in accordance with the then current standard for floor measurement as established by the Building Owners and Managers Association (BOMA) and used by Landlord in respect of premises located in the Building (the “BOMA Standard”), and, in such case, Basic Rent and Additional Rent will be adjusted accordingly, if required.
The term of the Lease shall be for ten (10) years and eight (8) months, commencing on January 1, 2021 (the “Commencement Date”) and shall expire on August 31, 2031 (the “Term”) unless terminated sooner in accordance with the terms and conditions hereof.
-1-
LSE – 20200827 – META FINAL
Subject to any provisions herein with respect to free rent, and subject always to adjustment as provided for in Article 2.8, the Tenant shall pay to the Landlord, as annual Basic Rent, plus all applicable taxes, and without any abatement, set-off or deduction whatsoever, as follows:
|
|
Year 1: | $6.50 per square foot calculated on 25,000 square feet of Rentable Area; |
Year 2: | $6.50 per square foot calculated on 30,000 square feet of Rentable Area; |
Year 3: | $6.50 per square foot calculated on 40,000 square feet of Rentable Area; |
Year 4: | $6.50 per square foot calculated on 50,000 square feet of Rentable Area; |
Year 5: | $6.50 per square foot calculated on the full Rentable Area of the Premises; |
Years 6-7: | $8.00 per square foot calculated on the full Rentable Area of the Premises; |
Years 8-end of Term: | $10.00 per square foot calculated on the full Rentable Area of the Premises; |
All payments of Basic Rent shall be payable in advance, in equal monthly instalments on the first day of each and every month of the Term.
The Tenant shall pay to the Landlord its Proportionate Share of Operating Costs and Property Taxes (together with an Administrative Charge on each such amount) on the Commencement Date. On or before the Commencement Date and the commencement of any fiscal period in which the Term falls, the Landlord shall estimate Operating Costs and Property Taxes and the Tenant’s Proportionate Share thereof. The Tenant shall pay to the Landlord in equal monthly instalments in advance on the first day of each month a sum on account of its Proportionate Share of Operating Costs and Property Taxes based on the Landlord’s estimates. For the current fiscal year, the estimated charges for various components of Additional Rent, including the Administrative Charge, are as follows:
|
|
|
(a) | Operating Costs: | $2.07 per square foot of rentable area plus HST |
(b) | Property Taxes: | $2.63 per square foot of rentable area plus HST |
(c) | Total: | $4.70 per square foot of rentable area plus HST |
The Tenant acknowledges that such estimated charges are based upon information of which the Landlord is currently aware and that the actual charges may vary from the estimated charges as the Landlord becomes aware of more accurate information.
The Tenant will be responsible for the cost of interior cleaning and maintenance, and all utilities respecting the Premises, whether or not separately metered, as well as all other Additional Rent, pursuant to the Lease. The Tenant will make arrangements to have all separately metered utilities accounts for the Premises transferred to its name no later than the Possession Date.
Notwithstanding that Basic Rent is calculated and payable on a graduating level of Rentable Area, subject to any periods of free rent, throughout the Term the Tenant’s Proportionate Share of Operating Costs and Property Taxes shall be calculated and payable on the entire Rentable Area of the Premises.
All items comprised in Additional Rent are subject to the Administrative Charge and to all applicable HST.
See paragraph A of Schedule “D”. For clarity, the commencement of the Tenant’s occupancy of the Premises will be the Possession Date unless the parties mutually designate a different date in writing.
-2-
LSE – 20200827 – META FINAL
The Premises shall be used solely for the purpose of general offices, R&D and light manufacturing and other related uses for a Nanotechnology/Advanced Manufacturing company, or for such other use first approved in writing by the Landlord in its discretion, acting reasonably (the “Permitted Use”).
Tenant is solely responsible to satisfy itself that the Permitted Use is in compliance with all Applicable Laws, and that during the Term, Tenant will at all times fully comply with all such Applicable Laws, governing the conduct of its business on the Premises and in the Building.
The Property Manager for the Building and the Premises will be Page Property Management unless designated to the contrary in writing by the Landlord (the “Property Manager”).
SPECIAL PROVISIONS APPLICABLE TO THIS LEASE ARE CONTAINED ON SCHEDULE “E” HERETO
1.2 DEFINITIONS
The terms defined in this Article 1.2 shall, for all purposes hereof and any other instruments supplemental hereto, have the meanings herein specified:
-3-
LSE – 20200827 – META FINAL
-4-
LSE – 20200827 – META FINAL
-5-
LSE – 20200827 – META FINAL
-6-
LSE – 20200827 – META FINAL
but shall exclude:
and there shall be deducted from Operating Costs:
-7-
LSE – 20200827 – META FINAL
Each of the items described in paragraphs (i), (ii), (iii), (iv) and (v) above shall be deemed to be a part of Leasehold Improvements.
1.3 SCHEDULES
The following are the Schedules attached to and incorporated into this Lease by reference and deemed to be a part hereof:
Schedule | Details of Schedule |
|
|
“A” | Description of Lands |
“B” | Site Plan – Building and Premises |
“C” | Tenant’s and Landlord’s Work |
“D” | Rules and Regulations |
-8-
LSE – 20200827 – META FINAL
ARTICLE 2. PREMISES, TERM, ADJUSTMENT OF COMMENCEMENT DATE
2.1 PREMISES
In consideration of the Rent and the covenants and agreements herein reserved and contained on the part of Tenant to be paid, observed and performed, Landlord, subject to the encumbrances, liens and interests as are notified by memorandum on the certificate of title to the Lands, does demise and lease unto Tenant the Premises for use and occupation by Tenant.
2.2 TERM
This Lease shall be for the Term set out in Subarticle 1.1(f) hereof unless earlier terminated as provided in this Lease.
2.3 NOTICE OF POSSESSION DATE – INTENTIONALLY DELETED
2.4 ADJUSTMENT OF COMMENCEMENT DATE
If the Commencement Date is other than the first day of a month, then the Commencement Date shall be the first day of the month next succeeding the earlier of such dates. In that event, however, Tenant shall pay Rent for the fractional month, on a per diem basis, calculated on the basis of three hundred sixty five (365) days per calendar year, until the Commencement Date and all appropriate provisions hereof shall be applicable during such period and, thereafter, the Basic Rent shall be paid in equal monthly instalments on the first day of each and every month, in advance. Neither the period given to Tenant to deliver to Landlord the Tenant’s Plans and Specifications nor any delays to such period shall alter or extend the Fixturing Period or delay the Commencement Date as described in this Lease, nor shall any other provision hereof or any schedule attached to this Lease serve to alter or extend the Fixturing Period or delay the Commencement Date hereof.
2.5 LANDLORD’S WORK
The term “Landlord’s Work”, as used herein, shall mean those items relating to the construction of improvements to the Premises as are specified in the schedule entitled “Tenant’s and Landlord’s Work” attached hereto as Schedule “C”. Landlord shall complete Landlord’s Work in a good and workmanlike manner with all due diligence and in full compliance with all Applicable Laws and with the requirements of all applicable policies of insurance in force with respect to the Premises.
2.6 TENANT’S WORK
-9-
LSE – 20200827 – META FINAL
2.7 LANDLORD’S OBLIGATIONS REGARDING THE PREMISES
Tenant agrees that there is no promise, representation or undertaking by or binding upon landlord with respect to any construction, alterations, remodelling or decorating of the Premises, or installation of equipment or fixtures or leasehold Improvements in the Premises, other than landlord’s Work.
2.8 ADJUSTMENT OF RENTABLE AREA
Landlord shall cause the Rentable Area of the Premises to be measured by landlord’s Advisor and Rent that is calculated on the Rentable Area shall be adjusted accordingly, subject to Article 15.12 herein.
ARTICLE 3. RENT, HST, ADVANCE RENT
3.1 RENT
-10-
LSE – 20200827 – META FINAL
3.2 HST AND OTHER VALUE ADDED TAXES
In addition to payment of Basic Rent and Additional Rent, Tenant shall pay to Landlord an amount equal to any and all goods and services taxes, sales taxes, value added taxes or any other similar taxes imposed by any competent authority with respect to the Basic Rent and/or the Additional Rent or any other moneys payable by Tenant to Landlord under this Lease, whether characterized as a harmonized sales tax, a goods and services tax, sales tax, capital tax, value added tax or otherwise (the “Value Added Taxes”). The amount of any Value Added Taxes so payable by Tenant shall be calculated by Landlord in accordance with all applicable legislation and shall be paid to Landlord by Tenant at the same time as the amounts to which such Value Added Taxes apply are payable to Landlord under the terms hereof or upon demand at such other time(s) as Landlord may from time to time determine, acting reasonably. Despite any other Article or provision hereof, the amount payable by Tenant under this Article 3.2 shall be deemed not to be Rent, but Landlord shall have all of the same remedies for and rights of recovery of such amounts as it has for recovery of Rent under this Lease.
ARTICLE 4. PAYMENT OF RENT, ADDITIONAL RENT, UTILITIES, JANITORIAL
4.1 PAYMENT OF RENT
Tenant shall pay Rent as provided in this Lease, without any prior demand therefor, to Landlord, at such place as may be designated by Landlord from time to time, or to any assignee of Landlord, upon notice in writing, to the place stipulated in such notice, at the time and in the manner set out in this Lease. This Lease shall be deemed and construed to be a Net Lease and the Rent payable under this Lease shall be paid to Landlord absolutely net, without deductions, defalcation, abatement or set off of any nature whatsoever.
4.2 PAYMENT OF ADDITIONAL RENT
-11-
LSE – 20200827 – META FINAL
4.3 TAXES ATTRIBUTABLE TO THE PREMISES
In addition to those taxes forming a part of Additional Rent, Tenant shall pay for each Lease Year during the Term:
4.4 PAYMENT OF UTILITIES
-12-
LSE – 20200827 – META FINAL
4.5 POST-DATED CHEQUES/PAY BY DIRECTION
4.6 LATE PAYMENT CHARGE
Tenant hereby acknowledges that late payment by Tenant to Landlord of the monthly instalment of Basic Rent or Tenant’s Proportionate Share of Operating Costs Property Taxes or Additional Rent due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult or impracticable to ascertain. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed on Landlord by the terms of any mortgage. Accordingly, if any monthly instalment of Basic Rent or Tenant’s Proportionate Share of Operating Costs and Property Taxes or Additional Rent is not received by Landlord when such amount is due, Tenant shall pay to Landlord a late charge of One Hundred Dollars ($100.00) per occurrence. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant’s default with respect to such overdue amount nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. The foregoing shall be without prejudice to any other right or remedy available to Landlord under or pursuant to this Lease by reason of a monetary default by Tenant.
4.7 JANITORIAL AND CLEANING
Tenant, at its sole cost and expense, shall be responsible for the cleaning of the Premises.
-13-
LSE – 20200827 – META FINAL
ARTICLE 5. MAINTAINING PREMISES, ET AL.
5.1 MAINTAINING PREMISES
5.2 ALTERATIONS TO PREMISES
Tenant may, at any time and from time to time, at its sole expense, make such changes, alterations or improvements to, and may paint and decorate the interior of the Premises, in such manner as shall, in the judgment of Tenant, better adapt the same for the purpose of Tenant’s business, provided that:
-14-
LSE – 20200827 – META FINAL
5.3 NOTICE OF DAMAGE
Tenant shall give to Landlord prompt written notice of any accident or damage to or defect in the plumbing, water pipes, heating and/or air conditioning apparatus, electrical equipment, conduits or wiring or of any other damage or injury to the Premises, or any part thereof, howsoever caused; provided that nothing herein shall be construed so as to require repairs to be made by Landlord, except as expressly provide in this Lease.
5.4 NON-INTERFERENCE WITH HEATING, ETC.
Tenant shall not move, remove or otherwise interfere with the heating or air conditioning apparatuses, if any, in the Premises except for the regulation of the degree of heat or air conditioning or as otherwise required by the terms hereof.
5.5 RIGHT OF LANDLORD TO PERFORM TENANT’S OBLIGATIONS
Notwithstanding any other provision hereof, including, without limitation, Article 5.2 above, all repairs, replacements, renewals, reconditioning and maintenance, which are the responsibility of Tenant under the terms hereof and which, in the opinion of Landlord:
shall, at the option of Landlord, acting reasonably, be performed only by Landlord, at Tenant’s sole cost and expense, and, upon completion thereof, Tenant shall pay to Landlord, on demand, as Additional Rent, Landlord’s costs and expenses in connection with the work, including, without limitation, the reasonable costs and fees of Landlord’s Advisor, together with the Administrative Charge in respect thereof.
5.6 INSPECTION
Landlord may, by itself or by its agents, with or without workmen or others, upon reasonable notice and at any reasonable time and from time to time during the Term, enter upon the Premises, or any part thereof, for the purpose, among others, of viewing the state and condition thereof.
5.7 TELECOMMUNICATIONS SYSTEMS
Tenant may utilize a telecommunication service provider of its choice with Landlord’s prior written consent, which terms shall include without limitation, the following:
-15-
LSE – 20200827 – META FINAL
5.8 HVAC
ARTICLE 6. LANDLORD’S RIGHT TO REPAIR OR MAKE ALTERATIONS
6.1 RESTORATION OF PREMISES
Tenant shall, upon the termination or earlier determination hereof, restore the Premises, or any part thereof, as requested by Landlord, at Tenant’s own expense, to the base building condition thereof existing at the Commencement Date, save for reasonable wear and tear, provided, however, that the Premises and all Leasehold Improvements shall, upon completion or installation thereof, become the property of Landlord and shall be surrendered by Tenant to Landlord on the termination or earlier determination hereof. Except to the extent herein or otherwise expressly agreed by Landlord in writing, Tenant’s Trade Fixtures shall not be removed by Tenant from the Premises, either during or at the expiration or sooner termination hereof, except that Tenant, if not in default under this Lease, may, concurrently with the expiration of the Term by the effluxion of time, remove Tenant’s Trade Fixtures, provided, however, that if Tenant fails to remove Tenant’s Trade Fixtures concurrently with the expiration of the Term as aforesaid, Tenant’s Trade Fixtures not so removed, shall, at the sole option of Landlord, become the property of Landlord. If Tenant, in removing Tenant’s Trade Fixtures and Leasehold Improvements, or any portion thereof, as Landlord may require to be removed, damages the Premises, Tenant shall, at its own cost and expense, repair such damage, or, at the option of Landlord, pay Landlord for the cost of such damage.
6.2 SURRENDER OF KEYS
At the expiration or earlier termination of the Term, Tenant shall surrender all keys for the Premises to Landlord, at the place then fixed for the payment of Rent, and shall inform Landlord of all combinations of locks, safes and vaults, if any, within the Premises and which are not required or permitted to be removed therefrom.
6.3 LANDLORD’S RIGHT TO REPAIR OR MAKE ALTERATIONS
-16-
LSE – 20200827 – META FINAL
6.4 CONTROL OF BUILDING BY LANDLORD
-17-
LSE – 20200827 – META FINAL
ARTICLE 7. INSURANCE, INDEMNITY AND RELEASE
7.1 LANDLORD’S INSURANCE
Landlord shall take out and maintain with respect to the Building:
Landlord, acting reasonably, shall determine all policy terms including deductibles and may take out and maintain other insurance as it considers advisable, but Landlord shall not be required to take out or maintain any insurance with respect to any loss, injury or damage required to be insured against by Tenant or with respect to Tenant Property and/or liability. All proceeds of Landlord’s insurance shall belong to Landlord although some portions are to be applied to reduce operating costs as provided in this Lease. Notwithstanding Tenant contributions to Landlord insurance premiums, no insurable interest is conferred upon Tenant under policies carried by Landlord. Tenant acknowledges that it is not, by such contribution or otherwise, relieved of any legal liability or liability arising from its wilful acts or negligence.
7.2 TENANT’S INSURANCE
Prior to taking possession of the Premises, Tenant shall provide to Landlord a CSIO Certificate of Insurance. Throughout the term of the Lease, Tenant shall take out and keep in force in its name the following:
Each applicable policy shall contain a breach of conditions endorsement in favour of Landlord and shall name Landlord and Property Manager as Additional Insureds. All such insurance shall be primary insurance and shall not call into contribution any insurance carried by Landlord. The portion of the proceeds of insurance referred to herein payable for the Leasehold Improvements are hereby assigned to and shall be made payable jointly to Tenant and Landlord. Each applicable policy shall contain a waiver of any subrogation rights which Tenant’s insurers may have against Landlord, a cross-liability clause, and
-18-
LSE – 20200827 – META FINAL
severability of interest provisions as applicable, and shall not be subject to cancellation without at least thirty (30) days prior written notice to Landlord. Prior to commencement of the Lease, Tenant will deliver evidence of the above required insurance coverages to the Property Manager. In the event that Tenant’s occupancy of the Premises causes an increase in the insurance carried by Landlord, Tenant shall pay such increase in premiums immediately upon demand by Landlord.
For clarification, Tenant acknowledges that it shall be solely responsible for security of all of its property and merchandise at all times during the tenancy both during and after Normal Business Hours and Landlord shall have no liability whatever for loss or damage to any of Tenant’s property or merchandise from any cause, however caused, including but not limited to loss or damage caused through the negligence of Landlord, its agents or those for whom Landlord is in law responsible.
7.3 GENERAL PROVISIONS OF TENANT’S INSURANCE AND TENANT’S PREMIUMS
-19-
LSE – 20200827 – META FINAL
7.4 CANCELLATION OF OR INCREASE IN LANDLORD’S INSURANCE PREMIUMS
7.5 RELEASE
Tenant expressly releases Landlord and waives all claims against Landlord and those for whom Landlord is, in law, responsible, including those for death, injury, bodily harm, damage to or loss of property or income, nuisance, inconvenience, discomfort, breach of or frustration of Lease, or abatement of rent arising from:
except and to the extent arising by the willful acts or omissions of Landlord or those for whom it is in law responsible.
7.6 INDEMNIFICATION OF LANDLORD
Tenant covenants and agrees that:
-20-
LSE – 20200827 – META FINAL
and Tenant covenants to indemnify and save harmless Landlord from and against any and all claims, causes of action, liability, costs and/or expenses, (including Landlord’s own solicitor’s fees and disbursements) whatsoever and howsoever arising in respect of any one or more of the foregoing, unless resulting from (and in such case limited to the extent of) the actual fault or negligence of Landlord, with the exception, however, of any consequential injury, loss or damage;
ARTICLE 8. DESTRUCTION OF PREMISES OR IMPROVEMENTS
8.1 TOTAL DESTRUCTION
In the event of the Total Destruction (as herein defined) of the Premises by fire, the elements or other cause or casualty, then, in such event, this Lease shall terminate with effect from the date when such destruction occurs. Thereupon, Tenant shall immediately surrender the Premises and all its interest therein to Landlord, and Tenant shall pay Rent only to the time of such destruction, and Landlord may re-enter and repossess the Premises discharged hereof. Upon such termination, Tenant shall remain liable to Landlord for all sums accrued due to Landlord pursuant to the terms hereof to the date of such destruction. “Total Destruction” shall mean such damage to the Premises as renders the same unfit for use by Tenant for Tenant’s business, which cannot reasonably be repaired within One Hundred Eighty (180) days of the date of the destruction to the state where Tenant could use substantially all of the Premises for Tenant’s business. The certificate of Landlord’s Advisor certifying that Total Destruction has or has not occurred shall be binding and conclusive upon both Landlord and Tenant for the purposes hereof.
-21-
LSE – 20200827 – META FINAL
8.2 PARTIAL DESTRUCTION
In the event of Partial Destruction (as herein defined) of the Premises by fire, the elements or other cause or casualty, then, in such event, if the destruction is such, in the opinion of Landlord’s Advisor, that the Premises cannot be used for Tenant’s business until repaired, the Rent and all Additional Rent, shall abate until the repair has been made. If the destruction is such that, in the opinion of Landlord’s Advisor, the Premises may be partially used for Tenant’s business while the repairs are being made, then the Basic Rent shall abate in the proportion that the part of the Premises rendered unusable bears to the whole of the Premises. “Partial Destruction” shall mean any damage to the Premises less than Total Destruction but which renders all or part of the Premises temporarily unfit for the use by Tenant for Tenant’s business. The certificate of Landlord’s Advisor, as to whether the whole or a part of the Premises is rendered usable and certifying to the extent of the part rendered usable, shall be binding and conclusive upon both Landlord and Tenant for the purposes hereof. Notwithstanding anything in this paragraph contained, if, in fact, the Partial Destruction is repaired within fourteen days of the date of destruction, there shall be no abatement of Rent.
8.3 REPAIR OF PARTIAL DESTRUCTION
In the event of Partial Destruction, subject to Article 8.6 below and with all due diligence, Landlord shall repair and restore the Premises (including the Leasehold Improvements) according to the nature of the damage, excepting Tenant’s Trade Fixtures, which Tenant shall repair and restore to substantially the condition of same immediately prior to such Partial Destruction. Should Tenant wish the repair and restoration to differ from the original plans and specifications for the Premises, then Landlord shall agree to abide by Tenant’s wish if the cost of such different repair or restoration is not materially more than the replacement cost of the damage and if Tenant agrees to pay all costs in excess of the replacement cost.
8.4 DESTRUCTION OF IMPROVEMENTS
Notwithstanding the foregoing provisions concerning Total Destruction or Partial Destruction of the Premises, in the event of any damage to or destruction of the Improvements, or any part thereof (and whether or not the Premises are destroyed), to such a material extent or of such a nature that, in the opinion of Landlord’s Advisor, the Improvements, or any part thereof, must be or should be totally or partially demolished, whether to be reconstructed, in whole or in part, or not, then either party may, at its option (to be exercised within sixty (60) days from the date of destruction) give notice to the other that this Lease is terminated with effect from the date stated in the notice. If Tenant is unable to effectively use the Premises after the destruction, the date given in the notice shall be the date of destruction. Upon such termination, Tenant shall immediately surrender the Premises and all its interest therein to Landlord and Tenant shall remain liable to Landlord for all sums accrued due pursuant to the terms hereof to the date of termination. Landlord’s Advisor shall determine whether the Premises can or cannot be effectively used by Tenant and Landlord’s Advisor’s certificate thereon shall be binding and conclusive upon both Landlord and Tenant for the purposes hereof.
8.5 LIMITATION
Unless caused by the negligence or wilful act or omission of Landlord and/or its agents, in none of the cases aforesaid shall Tenant have any claim upon Landlord for any damages sustained by it. No damage, compensation or claim whatsoever shall be payable by Landlord for inconvenience, loss of business or annoyance or other loss or damage whatsoever arising from the occurrence of any such damage or destruction of the Premises, or any part thereof.
8.6 INSURANCE
If any of the cases aforesaid are not covered under insurance as required to be maintained by Landlord pursuant to the terms hereof then Landlord shall not have any obligation to repair whether Total Destruction or Partial Destruction, and in each such case this Lease shall, at the option of Landlord, terminate, upon Landlord giving thirty (30) days’ notice to Tenant, not later than sixty days from the date of any such destruction and, failing such notice, as aforesaid, the terms of this Article 8.6 shall govern.
ARTICLE 9. ASSIGNMENT AND SUBLETTING, CHANGE OF CONTROL OF TENANT’S BUSINESS
9.1 CONSENT REQUIRED
-22-
LSE – 20200827 – META FINAL
9.2 LANDLORD OPTION TO TERMINATE
9.3 CORPORATE OWNERSHIP
Any share transfer, whether by sale, assignment, bequest, inheritance operation of law or other disposition which will result in a change in the effective voting or other control of Tenant as “Control” is defined in the Canada Business Corporations Act shall, unless such shares are listed on a recognised stock exchange in Canada or the United States, be deemed to be a Transfer to which Articles 9.1 and 9.2 apply, the person or entity in whom such control will vest being considered the Transferee.
9.4 TRANSFER BY THE LANDLORD
Landlord, at any time and from time to time, may sell, transfer, lease, assign or otherwise dispose of the whole or any part of its interest in the Building, or in the Premises and, at any time and from time to time, may enter into any Mortgage of the whole or any part of its interest in the Building or in the Premises. If the party acquiring such interest agrees to assume, and so long as it holds such interest, to perform the covenants of Landlord under this lease, Landlord shall thereupon be released from all of its covenants under this lease.
-23-
LSE – 20200827 – META FINAL
9.5 EXCESS RENTAL
Notwithstanding anything herein to the contrary, Tenant shall not assign, sublet, license or part with or share possession of the Premises, or any part thereof, if the Rental or other consideration to be received by Tenant exceeds the greater of that stipulated in this Lease as being payable by Tenant to Landlord hereunder, unless and until Tenant undertakes to pay such excess to Landlord.
ARTICLE 10. COMPLIANCE WITH LAWS AND REGULATIONS, GENERAL COVENANTS
10.1 COMPLIANCE WITH LAWS AND REGULATIONS
10.2 LANDLORD’S GENERAL COVENANTS
Landlord covenants with Tenant:
10.3 TENANT’S GENERAL COVENANTS
Tenant covenants with Landlord:
a) to pay the Rent; and
b) to observe and perform all the covenants and obligations of Tenant herein.
ARTICLE 11. USE OF PREMISES
11.1 USE OF PREMISES
Tenant will operate its business in the Premises only for the Permitted Use for no other purpose. Tenant shall satisfy itself that such use is permissible pursuant to all applicable zoning and other municipal laws and regulations. Tenant shall also be solely responsible for obtaining its own occupancy permit. Tenant shall at all times fully comply with all Applicable Laws.
11.2 CONDUCT OF BUSINESS
-24-
LSE – 20200827 – META FINAL
11.3 NUISANCE
11.4 HAZARDOUS MATERIAL
Tenant shall not cause or permit any Hazardous Material to be placed, held, located, carried on or disposed of, on, under or in any part of the Premises and Tenant covenants to permit Landlord to conduct inspections and appraisals of all or any of Tenant’s records, business and assets upon reasonable notice, at any reasonable time and from time to time, which might reasonably relate to Hazardous Material, to ensure compliance by Tenant of not causing or permitting any Hazardous Material to be placed, held, located, carried on or disposed of on, under or in any part of the Premises.
11.5 SIGNS
a) Tenant’s Signs: Tenant shall not at any time cause or permit any sign, picture, advertisement, notice, lettering, flag, decoration or direction (herein collectively called “Signs”) to be painted, displayed, inscribed, placed, affixed or maintained within the Premises and visible outside the Premises or in or on any windows or the exterior of the Premises (including glass demising walls facing onto Common Areas), nor anywhere else on or in the Building, without the prior and continuous consent of Landlord which consent may, with respect to proposed signage on the main floor of the Building, or which can be seen from outside the Premises, be arbitrarily
-25-
LSE – 20200827 – META FINAL
withheld, but otherwise shall not be unreasonably withheld, provided that the copy and style of any Signs shall be consistent with the first-class nature ofthe Building and in accordance with Landlord’s sign criteria. No hand-written signs will be permitted. Landlord may at any time prescribe a uniform pattern of identification signs for tenants to be placed on the outside of the Premises and other premises. Any breach by Tenant of this provision may be immediately rectified by Landlord at Tenant’s expense and in this connection, Landlord shall be entitled to enter the Premises and remove any Signs contravening this provision and charge Tenant the costs thereof, and same shall not constitute a re-entry under this Lease and Landlord shall not be liable for any damages caused thereby, whether or not arising from its own negligence. At the expiration or earlier termination hereof, Tenant will remove any such sign from the Premises at its expense and will promptly repair all damage caused by its installation or removal.
b) Directory Board: Landlord may erect and maintain (as an Operating Cost) a directory board in the main lobby of the Building which shall indicate the name of Tenant and the location of the Premises within the Building. Tenant shall pay Landlord’s cost of changes thereto, and any other signage with respect to the Premises. Should sufficient space exist on the directory board, Landlord may provide to Tenant, at Tenant’s expense, additional entries as requested. The directory board shall be for identification only and not for advertising. Landlord’s acceptance of any name for listing on the directory board will not be deemed, nor will it substitute for, Landlord’s consent, as required by this Lease, to any sublease, assignment or other occupancy of the Premises.
c) Landlord’s Signs: In addition to Landlord’s right to install general information and direction signs in an about the Building as would be customary for a comparable office building of similar age and similar location, Landlord shall have the right at any time to place upon the Building a notice of reasonable dimensions, reasonably placed so as not to interfere with Tenant’s business, stating that the Building is for sale, or that areas of the Building are for lease, as the case may be, and at any time during the last six (6) months of the Term, that the Premises are for rent and Tenant shall not remove such notices or signs.
(d) Upon expiration or termination hereof, Tenant shall remove all such signs or advertising where directed to by Landlord and shall repair any damage caused by such removal.
11.6 HOLDING OVER
If Tenant remains in possession of the Premises after the Term or extensions thereof with the consent of Landlord but without executing a new lease, there is no tacit renewal hereof despite any statutory provision or legal presumption to the contrary. Tenant will occupy the Premises as a Tenant from month to month (with either party having the right to terminate such month to month tenancy at any time on one (1) calendar months’ notice, whether or not the date of termination is at the end of a rental period) at a monthly Minimum Rent payable in advance on the first day of each month equal to two times the Minimum Rent payable during the last month of the Term, and Tenant will comply with the same terms, covenants and conditions as are in this Lease as far as they apply to a monthly tenancy including, for greater certainty, the payment of Additional Rent.
ARTICLE 12. QUIET ENJOYMENT, PARKING, PAYMENT OF TAXES, ETC., FORCE MAJEURE
12.1 QUIET ENJOYMENT
12.2 PARKING
-26-
LSE – 20200827 – META FINAL
ARTICLE 13. LANDLORD’S REMEDIES, LANDLORD’S RIGHTS
13.1 LANDLORD’S REMEDIES
-27-
LSE – 20200827 – META FINAL
then, and in every such case, Landlord shall have the right to re-enter the Premises and forfeit this Lease, if Landlord so desires, or Landlord shall have the option of terminating this Lease, and, upon either a forfeiture hereof or the exercise by Landlord of its option to terminate this Lease, this Lease shall terminate, cease and be void and the Term hereby granted expire and be at an end, all without prejudice, however, to any other remedy Landlord may have, including, and without restricting the generality of the foregoing, maintaining an action for full damages for the unexpired portion of the Term, without any requirement in law or in equity imposed upon Landlord to notify Tenant, prior to, concurrently with, or at any time following re-entry and forfeiture or the exercise of the option by Landlord to terminate this Lease, and seek damages from Tenant for the unexpired portion of the Term, which said requirement is hereby waived and dispensed with by Tenant, anything herein contained to the contrary notwithstanding (it being understood and agreed that any default, seizure, distraint, attachment, assignment, bankruptcy, or insolvency, winding-up, non-observance, non-performance, breach, abandonment, vacating, failing to occupy, or any other matter referred to herein shall be deemed to be a fundamental breach going to the root hereof and amounting to a repudiation by Tenant hereof) and notwithstanding that Landlord has distrained and seized or may distrain or seize upon Tenant’s Trade Fixtures, goods and/or chattels for any amount which may be owing or deemed to be owing by Tenant pursuant to the terms hereof, it being agreed and understood that any such distress and/or seizure shall in no event be deemed to be a recognition by Landlord (except at its option) of the continuing existence of the within Lease and tenancy and any payment of Rent shall not give Tenant the right to continued occupancy of the Premises, and Landlord may in exercising any of its rights hereunder, without notice or any form of legal process, forthwith re-enter, take or obtain possession of the Premises, or any part thereof in the name of the whole, as though Tenant or its servants or any occupant of the Premises, or any part thereof, were holding over after the expiration of the Term and Landlord may thereafter have repossession of and enjoy the same as of its former estate, and shall be entitled to remove Tenant’s effects therefrom, into the custody of a bailee or other person at the sole cost of Tenant, including any and all storage charges resulting therefrom.
-28-
LSE – 20200827 – META FINAL
13.2 LANDLORD’S RIGHTS
-29-
LSE – 20200827 – META FINAL
-30-
LSE – 20200827 – META FINAL
ARTICLE 14. SUBORDINATION, NON-DISTURBANCE, CERTIFICATE, NON-REGISTRATION OF LEASE
14.1 SUBORDINATION, NON-DISTURBANCE
14.2 ESTOPPEL CERTIFICATES
Each party at any time and from time to time within ten (10) days after notice from the other shall execute and deliver to the other a statement in writing certifying that this lease is unmodified and in full force and effect (or, if modified, stating the modifications and that the same is in full force and effect as modified), the amount of the Rent then being paid under this lease, the dates to which the same have been paid, the Commencement Date and duration of the Term and stating whether or not there is any existing default of which it has notice, and the particulars and amount of insurance policies on the Premises. Any statement delivered pursuant to the provisions of this Article shall be conclusive of the matters therein referred to, it being intended that any such statement delivered pursuant to this paragraph may be relied upon by any prospective purchaser of the Building, or any part thereof, or any Mortgagee or holder of any charge thereof, or any assignee of any Mortgage or charge upon the Building or any part thereof.
-31-
LSE – 20200827 – META FINAL
14.3 NON-REGISTRATION
ARTICLE 15. INTERPRETATION
15.1 APPLICABLE LAW
The provisions hereof shall be construed and interpreted in accordance with, and the rights of the parties hereto be governed by, the laws of the Province of Nova Scotia. Each of the parties hereto hereby irrevocably attorns to the jurisdiction of the Courts of the Province of Nova Scotia.
15.2 ENTIRE AGREEMENT
This Lease, together with all schedules annexed or attached hereto, contains all the representations, warranties, covenants, agreements, conditions and understandings between Landlord and Tenant concerning the Premises and the Building and is intended by Landlord and Tenant to be a final expression of their agreement and as a complete and exhaustive statement of the terms thereof, all negotiations, representations, warranties, covenants, agreements, conditions and understanding, including without limitation the terms of all offers to lease made between Landlord and Tenant with respect to the Premises, having been incorporated herein, and it is so admitted by Tenant so that Tenant shall be forever estopped from asserting to the contrary. Without limitation, this Lease, together with all schedules annexed or attached hereto, shall supersede the terms of all offers to lease made between Landlord and Tenant with respect to the Premises, and all such offers to lease shall be deemed to be null and void and of no further force or effect upon the execution hereof.
15.3 FORCE MAJEURE
Whenever and to the extent that either party shall be unable to fulfill or shall be delayed or restricted in the fulfilment of any obligation imposed upon the other party under the terms hereof in respect of construction, the supply or provision of any service or utility, or the doing of any work or the making of any repairs, replacements and/or renewals, in whole or in part, by reason of being unable to obtain the materials, goods, equipment, service, utility or labour required to enable that party to fulfill any such obligation, or by reason of any statute, law or order-in-council or any regulation or order passed or made pursuant thereto, or by reason of the order or direction of any administration, controller or board, or any governmental department or office or other authority required, or by reason of any other cause beyond its control, whether of the foregoing character or not, including, but without limiting the foregoing, acts of God, fire, strikes or unfavourable weather, the party shall be relieved from the fulfillment of such obligation during the period of such delay, and the other party shall not be entitled to compensation for such inconvenience, nuisance or discomfort thereby occasioned or to treat that part as being in default under this Lease.
15.4 LANDLORD
It is expressly understood and agreed that the term “Landlord”, as used in this Lease, shall mean the owner only for the time being of the Building, and, in the event of the sale, assignment or transfer by such owner of its or their interest in the Building (and the assumption of Landlord’s obligations under this Lease by the new owner), such owner shall thereupon be released and discharged from all of the covenants and obligations of Landlord thereafter accruing under this Lease and Tenant shall look to Landlord’s
-32-
LSE – 20200827 – META FINAL
successor(s) or assign(s), as the case may be, for the enforcement of such covenants and obligations. All rights of Tenant shall be enforceable against the Lands only, and not in personam against Landlord or any of Landlord’s other assets.
15.5 HEADINGS
Any captions, paragraph or Article numbers or marginal notes appearing in this Lease are inserted only as a matter of convenience and in no way define, limit or describe the scope or intent hereof, nor any part thereof.
15.6 TENANT
The word “Tenant” shall be deemed and taken to mean each and every person or party mentioned as a Tenant in this Lease and, if there is more than one Tenant, covenants of Tenant contained in this Lease shall be held and construed as both joint and several; and, if there shall be one or more person or party to this Lease, any notice required or permitted by the terms hereof may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof. The use of the neuter, or singular pronoun to refer to Landlord or Tenant shall be deemed a proper reference even though Landlord or Tenant may be an individual, partnership, corporation or a group of two or more individuals or corporations. The necessary grammatical changes required to make the provisions hereof apply in the plural sense, where there is more than one Landlord or Tenant, and to either corporations, associations, partnerships, entitles (legal or otherwise) or individuals, males or females, shall, in all instances, be assumed as though in each case fully expressed, and the term “person” or “persons”, when used in this Lease, shall, where the context permits, include natural persons, corporations, partnerships, associations, regulatory bodies and entitles, legal or otherwise.
15.7 SUCCESSORS AND ASSIGNS
Unless the context otherwise requires or unless expressly provided otherwise, the word “Landlord” and the word “Tenant”, whenever used in this Lease, shall be construed to include and shall mean the successors and assigns of Landlord, and the successors and approved assigns of Tenant, and the heirs, executors and administrators of any individual Tenant, and Tenant’s agents, servants, licensees, contractors, or any person whatsoever permitted by Tenant to be upon the Building or the Premises.
15.8 SEVERABILITY
If any covenant, obligation, agreement, term or condition hereof, which is not a fundamental term going to the root hereof, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder hereof or the application of such covenant, obligation, agreement, term or condition to persons or circumstances, other than those in respect of which it is held invalid or unenforceable, shall not be affected thereby and each covenant, obligation, agreement, term and condition hereof shall be separately valid and enforceable to the fullest extent permitted by law.
15.9 OBLIGATIONS
Nothing contained in this Lease shall be construed as imposing upon Landlord the obligation of performing or carrying out or incurring any costs, charges or expenses relating to any one or more items, or any part thereof, of Operating Costs, if, in the opinion of Landlord, it is unnecessary, unreasonable or impractical to do so. Landlord shall, in no event be liable to Tenant or to invitees or licensees including clients or customers of Tenant for direct, indirect or consequential damage or damages to Tenant or any of the foregoing persons nor shall Tenant or such persons previously described be entitled to any compensation or to any repayment or reduction in Rent by reason of any interruption, inconvenience, nuisance or discomfort arising from the repair, renovation, alteration, rebuilding or expansion of any portion of the Building (including the Common Areas and the systems of the Building) or any construction or other work on the Lands provided Landlord uses its reasonable efforts to minimize such interruption, inconvenience, nuisance or discomfort.
15.10 INCLUDED MEANINGS
Whenever any term defined in this Lease is used in this Lease, such term, if required by Landlord, shall be deemed to include, where not specifically stated, the words “any part or parts thereof” and as used in this Lease, unless the context otherwise requires, the expressions “this Lease”, “hereof”, hereby”, “hereto”, “hereunder”, “thereof” and similar expressions refer to this Lease and all schedules annexed or attached to this Lease as a whole and not to any particular Article, Subarticle, paragraph, subparagraphs or
-33-
LSE – 20200827 – META FINAL
other portion thereof, and the use of the term “law” or “laws” shall include all federal, provincial and municipal laws, ordinances, codes, by-laws, rules, regulations and any other legal requirements whatsoever. “Term” shall include any and all renewal(s) thereof.
15.11 LANDLORD’S ADVISOR
Landlord’s Advisor, in making any determination pursuant to the terms hereof, shall act impartially and reasonably and in good faith, shall be deemed to be acting as an expert and not an arbitrator, and the determination of Landlord’s Advisor shall be final and binding on both Landlord and Tenant and the Arbitration Act of Nova Scotia, or any similar legislation in force in the Province of Nova Scotia from time to time, shall not apply.
15.12 MEASUREMENT OF THE PREMISES
The Rentable Area of the Premises shall be verified by Landlord’s Advisor in accordance with BOMA measurement methods and a signed certificate stating the actual measurement of the Premises shall be issued to Tenant. Rent shall be adjusted accordingly.
15.13 PARTNERSHIP OR AGENCY
By entering into this Lease, Landlord does not in any way or for any purpose become a partner of Tenant nor is the relationship of principal and agent created.
15.14 BROKERAGE COMMISSION
Since Landlord has not employed or retained a broker for this Lease or anything related to it, Tenant will indemnify and hold Landlord harmless from claims for commission with respect to this Lease or any matter related to it.
15.15 TIME OF THE ESSENCE
Time is of the essence of this Lease and every part thereof.
ARTICLE 16. NOTICES
16.1 NOTICES
Any notice required or contemplated by any provision hereof shall be given in writing and shall be signed by the party giving the notice, addressed, in the case of Landlord:
c/o Page Property Management
7071 Bayers Road, Suite 4007
Halifax, Nova Scotia B3L 2C2
in the case of notice to Tenant:
at the Premises
delivered or sent by facsimile, registered mail or electronic mail, postage prepaid, return receipt requested. The time of giving of such notice if mailed shall be conclusively deemed to be the fifth (5th) business day after the day of such mailing unless regular mail service is interrupted by strikes or other irregularities. Such notice, if delivered or sent by facsimile or electronic mail, shall be conclusively deemed to have been given and received at the time of such delivery or the time of such sending by facsimile or electronic email unless received after 5:00 p.m. in which event such notice shall be deemed to have been given and received on the next business day. If in this Lease two or more persons are named as Tenant, such notice shall be delivered personally to any one of such persons. Provided that either party may, by notice to the other, from time to time designate another address in Canada to which notices mailed more than ten (10) days thereafter shall be addressed.
-34-
LSE – 20200827 – META FINAL
ARTICLE 17. ADDITIONS, SUBDIVISION AND ASSIGNMENT
17.1 ADDITIONS AND DISPOSITION
Tenant acknowledges and agrees the general layout of the Building and the adjoining lands and buildings and shall not be deemed to be a representation or agreement of Landlord that the Building and the adjoining lands and buildings will be exactly as indicated, and that nothing in this Lease shall be construed so as to prevent Landlord from adding additional lands to the Building or disposing of any portion of the Building. Without limitation, Tenant expressly acknowledges and agrees that Landlord may from time to time, in Landlord’s sole and unilateral discretion, add additional lands to the Building or dispose of any portion of the Building, including without limitation a disposition by way of dedication for road widening, corner cutting, turning bays or other public purposes, whether by sale, agreement for sale, mortgage, hypothecation, quit claim or otherwise, and when and so often as Landlord shall add additional lands to the Building or dispose of any portion of the Building, then the defined terms “Building” and “Lands” herein shall automatically be amended to include all additional lands added to the Building and shall automatically be amended to exclude all portions of the Building disposed of by Landlord as aforesaid, and Landlord shall revise Tenant’s Proportionate Share in accordance with Article 4.2. Tenant hereby waives its right to any claim against Landlord related directly or indirectly to the addition of lands or disposal of lands from the Building.
17.2 SUBDIVISION
In the event Landlord decides to register a plan of subdivision (the “Plan”) of the Lands, or any part thereof, Tenant hereby consents to the registration of the Plan, and covenants with Landlord to provide any consents and perform any acts required of Tenant relating to or incidental to the registration of the Plan, and, upon registration of the Plan, the Lands shall be deemed amended to reflect the result of the registration of the Plan, and Tenant shall forthwith discharge or cause to be discharged any notice or other instrument relating to this Lease, remaining registered against that portion of the Lands resulting from the registration of the Plan, to which this Lease no longer applies, and Landlord shall revise Tenant’s Proportionate Share in accordance with Article 4.2.
17.3 SALE OR ASSIGNMENT
The rights of Landlord under this Lease may be sold, mortgaged, charged, transferred or assigned at any time and from time to time to a purchaser, Mortgagee, trustee for bond holders or otherwise, and in the event of a sale or an assignment or default by Landlord under any Mortgage, trust deed or trust indenture and the purchaser, assignee, Mortgagee or trustee, as the case may be, duly entering into possession of the Land, the Building or the Premises, Tenant will, and does hereby, attorn to and agree to become the tenant of such purchaser, assignee, Mortgagee or trustee under the terms hereof. Tenant shall, at the request of Landlord, provide a written acknowledgement of receipt of a notice of assignment by Landlord.
ARTICLE 18. ACCEPTANCE
18.1 ACCEPTANCE
Tenant does hereby acknowledge that Landlord is not required to do any work or provide any improvements to the Premises, except as expressly otherwise provided for in this Lease, and Tenant hereby accepts the Premises in their condition existing at the Commencement Date, and does hereby accept this Lease of the Premises subject to the conditions, restrictions, provisos, obligations and covenants above set forth.
18.2 EXECUTION
The parties hereto agree that this Lease may be transmitted by facsimile device or such other electronic and digital transmission and that the reproduction of signatures by way of facsimile device or electronic and digital transmission will be treated as though such reproductions were executed originals and communication by such means shall be legal and binding.
THE REMAINDER OF THIS PAGE IS BLANK, AND THE SIGNATURE PAGE FOLLOWS
-35-
LSE – 20200827 – META FINAL
ARTICLE 19. EXECUTION
IN WITNESS WHEREOF the parties hereto have executed this Lease.
RANK INCORPORATED |
| COMPANY NAME | ||
|
|
|
|
|
Per: |
|
| Witness |
|
Joseph Ramia |
| Print Name: | MARK DAVID | |
Director |
|
|
| |
I have the authority to bind the Corporation. |
|
|
| |
|
|
| ||
METAMATERIAL INC. |
|
| ||
|
|
|
|
|
Per: |
|
| Witness |
|
George Palikaras |
| Print Name: | Nadine Geddes | |
President and CEO |
|
|
| |
I have the authority to bind the Corporation. |
|
|
|
-36-
LSE – 20200827 – META FINAL
SCHEDULE “A”: DESCRIPTION OF LANDS
Parcel Description – PID 40430191 |
Registration County: HALIFAX COUNTY Street/Place Name: HIGHFIELD PARK DRIVE /DARTMOUTH Title of Plan: PLAN OF SURVEY OF PARCEL B A S/D & CONSOLIDATION OF BLOCKS MM-1 & MM-18A LANDS REGISTERED TO RANK INCORPORATED Designation of Parcel on Plan: BLOCK MM-18AB Registration Number of Plan: 103412202 Registration Date of Plan: 2013-07-15 10:00:17 Together with a right of way over Lot HP-8 as more particularly described in Document 40762 recorded July 2 1987. Subject to Service Easement ME-6 as more particularly described in Document 37140 recorded June 18 1987. Subject to a Service Easement ME-7 as more particularly described in Document 47209 recorded July 28 1987 and Document 40761 recorded July 2 1987. Subject to an Easement in favour of Heritage Gas Limited as more particularly described in an Easement Agreement found recorded as Document 102155877. *** Municipal Government Act, Part IX Compliance *** Compliance: The parcel is created by a subdivision (details below) that has been filed under the Registry Act or registered under the Land Registration Act Registration District: HALIFAX COUNTY Registration Year: 2013 Plan or Document Number: 103412202 |
-37-
LSE – 20200827 – META FINAL
SCHEDULE “B”: PREMISES
-38-
LSE – 20200827 – META FINAL
SCHEDULE “C”: LANDLORD’S WORK AND TENANT’S WORK
There is no Landlord’s Work - the Tenant will accept the Premises on an “as is, where is” basis.
All or other work required to fully fixture and equip the Premises to ready them for the conduct of the Tenant’s business therein (including all construction work according to the Tenant’s Plans and Specification approved by the Landlord) shall be completed by the Tenant, at the Tenant’s cost, subject to prior written approval of the Landlord, in accordance with the provisions of the Lease.
-39-
LSE – 20200827 – META FINAL
SCHEDULE “D”: RULES AND REGULATIONS
-40-
LSE – 20200827 – META FINAL
-41-
LSE – 20200827 – META FINAL
SCHEDULE “E”: SPECIAL PROVISIONS
Provided the Tenant has executed and delivered the Lease, a CSIO certificate of insurance evidencing compliance with all insurance requirements set out herein, the Tenant shall be granted non-exclusive occupancy of the Premises on September 1, 2020 (the “Early Possession Date”). The Tenant shall be entitled to install its trade fixtures in the Premises and undertake construction within the Premises as and from the Early Possession Date. The plans and specifications for all construction to be undertaken by the Tenant in the Premises (the “Tenant’s Plans and Specifications”) is subject to the prior written consent of the Landlord in its discretion, acting reasonably.
From the Early Possession Date until the Commencement Date (the “Fixturing Period”), the Tenant shall be subject to all terms and conditions of the Lease, save and except the Tenant shall not be required to pay Basic Rent or its Proportionate Share of Operating Costs and Property Taxes comprised in Additional Rent. The Tenant shall, however, be fully responsible for all charges for cleaning, maintenance and utilities consumed in the Premises during the Fixturing Period.
Provided it is otherwise in good standing under the Lease, for the first eight (8) months of the Term, the Tenant shall not be required to pay Basic Rent or its Proportionate Share of Operating Costs and Property Taxes comprised in Additional Rent. Notwithstanding the foregoing, during any periods of free or reduced Rent provided for in the Lease, the Tenant will be required to comply with all other terms and conditions in the Lease, and, without limiting the foregoing, the Tenant will be responsible for the cost of cleaning, maintenance, pest control, and all utilities (whether or not separately metered) respecting the Premises, as well as all other Additional Rent as defined in the Lease.
Provided the Tenant is itself in physical occupation of the Premises, is operating its business in the whole of the Premises and is not in default under the Lease or curing any such default, the Tenant shall have a one-time option to renew the Lease for a further five (5) year term on the same terms and conditions as provided for therein (save and except for any free Rent, any graduated Rent, any right to renew or extend, any right to terminate, and any allowance, concession or inducement of any nature, any fixturing period, or any Landlord’s Work provided for hereunder or in the Lease, if any, will not apply to any renewal or extension of the original Term of the Lease), based on then current market rents, the same to be negotiated between Landlord and Tenant acting reasonably but which shall not be less than the Basic Rent payable in the last year of the Term. The Tenant must provide Landlord nine (9) months’ prior written notice of its intent to exercise such Option to Renew (the “Renewal Notice”). In the event Landlord and Tenant are unable to agree on current market rents within three (3) months of receipt by Landlord of the Renewal Notice, such determination shall be referred to arbitration by a single arbitrator, in accordance with the provisions of the Arbitration Act of Nova Scotia.
Landlord shall provide Tenant with a location for signage on the side and front of the Building, as well as on the pylon sign for the Building, to be used in conjunction with other tenants. Design and size of signage is subject to Landlord’s prior written consent, such consent not to be unreasonably withheld or delayed. The Tenant is solely responsible for the design, installation, maintenance, and removal of all approved signage.
For a two (2) year period starting on the Commencement Date, the Landlord will permit the Tenant to park a trailer in the parking lot adjacent to the Building in a designated parking space that does not affect parking for other tenants (and/or their guests and/or invitees) or affect the circulation of traffic in the parking lot. The designated parking space shall be mutually agreed upon in writing by the Landlord and the Tenant. The Tenant shall be required to insure the trailer at its sole cost and provide proof of such insurance to the Landlord upon request. At the conclusion of the two (2) year period, the Tenant shall remove the trailer from the parking lot.
Tenant will turn the Premises over to the Landlord at the expiration of its tenancy in good repair and broom-swept clean condition, with no obligation to demolish any of the leasehold improvements, or to restore any part of the Building altered or demolished with the Landlord’s consent, or to repair normal wear and tear, repairs caused by insurable hazards, latent defects, acts of God or repairs
-42-
LSE – 20200827 – META FINAL
for which the Landlord is responsible, save and except for the removal of signage and specialty fixtures, and repairs related to such removals.
For clarity, the following is a summary with respect to the payment of Basic Rent payable by the Tenant to the Landlord during the Term. The summary is for illustrative purposes only, and in the event of any discrepancy between the contents of this paragraph and Article 1.1(g) or any other provisions of this Lease, Article 1.1(g) shall govern.
|
|
Year 1: | Free Rent Period: January 1, 2021 to August 31, 2021 = Gross Rent Free for 8 months |
Year 2: | January 1, 2022 to December 31, 2022 = $6.50 x 30,000 sq. ft.; |
Year 3: | January 1, 2022 to December 31, 2023 = $6.50 x 40,000 sq. ft.; |
Year 4: | January 1, 2023 to December 31, 2024 = $6.50 x 50,000 sq. ft.; |
Year 5: | January 1, 2024 to December 31, 2025 = $6.50 x 53,000 sq. ft.; |
Year 6: | January 1, 2025 to December 31, 2026 = $8.00 x 53,000 sq. ft.; |
Year 7: | January 1, 2026 to December 31, 2027 = $8.00 x 53,000 sq. ft.; |
Year 8: | January 1, 2027 to December 31, 2028 = $10.00 x 53,000 sq. ft.; |
Year 9: | January 1, 2028 to December 31, 2029 = $10.00 x 53,000 sq. ft.; and |
To end of Term: January 1, 2029 to August 31, 2031 = $10.00 x 53,000 sq. ft.
*4 month Fixturing Period is not included in the term noted above (September 1, 2020 to December 31, 2020)
Provided the Tenant is itself in physical occupation of the Premises, is operating its business in the whole of the Premises and is not in default under the Lease or curing any such default, on and from September 1, 2026 (being the first day after the fifth (5th) anniversary of the expiration of the Gross Rent Free Period), if the Tenant wishes to expand its business operations into (i) additional space in the Building or (ii) additional space located in the buildings owned by the Landlord located at 40 or 50 Highfield Park, Dartmouth, Nova Scotia (collectively, the “Expansion Premises”), then it shall provide written notice of same (the “Expansion Notice”) to the Landlord specifying the amount of space and any other requirements necessary to accommodate such expansion (the “Expansion Requirements”). The Expansion Requirements shall not permit the Tenant to reduce the size of the Premises.
The Landlord shall have sixty (60) days from its receipt of the Expansion Notice to advise the Tenant in writing whether it is able to accommodate the Expansion Requirements in any or all of the locations comprised in the Expansion Premises. If the Landlord is able to accommodate the Expansion Requirements, the Landlord and Tenant shall forthwith negotiate the terms and conditions applicable to such space, both parties acting reasonably and in good faith. If the Landlord is unable to accommodate the Expansion Requirements, then the Tenant shall have a one-time right to terminate the Lease in the manner provided for herein.
If the Tenant elects to terminate the Lease as provided for in this paragraph I of this Schedule E, then it shall give written notice of termination to the Landlord (“Notice of Termination for Expansion”), and the Lease shall terminate on the last day of the ninth (9th) full calendar month following the date of such Notice (“Termination Date for Expansion”). Contemporaneously with the delivery of the Notice of Termination for Expansion, the Tenant shall pay the Landlord the aggregate of the unamortized balance of (i) all amounts expended by the Landlord on behalf of the Tenant and (ii) all real estate or brokerage commission, based on an annual interest rate of 5%, calculated as of the Termination Date for Expansion, and the Tenant shall deliver vacant possession of the Premises to the Landlord as provided for in the Lease. In addition to the foregoing, all principal and interest due and owing on the
-43-
LSE – 20200827 – META FINAL
Notice of Termination for Expansion pursuant to any loan agreement made by the Landlord to the Tenant, whether or not otherwise then due, shall become forthwith due and payable.
Provided the Tenant is not in default under the Lease or curing any such default, the Tenant shall not be obligated to continuously operate its business in the Premises. The Tenant will not be in default if it vacates the Premises prior to the expiration of the Term or any renewal provided the Tenant continues to perform, as and when due, all of its covenants and agreements in the Lease, including, without limiting the generality of the foregoing, the Tenant’s obligation to pay all Rent as and when due and the Tenant’s obligation to maintain in full force and effect all policies of insurance under the Lease as provided for in Article 7 and Article 11.4.
-44-
LSE – 20200827 – META FINAL
“Landlord shall, in addition and notwithstanding anything to the contrary in this Lease contained, have the right to make any changes, expansions, reductions, enclosures, additions, renewals, replacements, repairs, improvements or alterations, in whole or in part, as Landlord, from time to time, may decide in respect of the Building, or any portion thereof, including the Premises, and Tenant shall not be entitled to compensation for any inconvenience, nuisance and/or discomfort or loss caused thereby unless such changes, expansions, reductions, enclosures, additions, renewals, replacements, repairs, improvements or alterations regularly and continually interfere in a material manner with the Tenant’s access to and use of the Premises.
Article 9.3 (Corporate Ownership) is amended by adding the following text immediately after the existing Article:
“Notwithstanding the foregoing, no consent of the Landlord shall be required with respect to any of the following transfers, or any combination thereof, namely: (a) a transfer to the parent of the Tenant, or to a subsidiary, associated or affiliated corporation of the Tenant, including without limitation, to a corporation which is a subsidiary of a wholly-owned subsidiary of the Tenant; or (b) a transfer to a corporation which is formed by the Tenant and another corporation or corporations as the result of an amalgamation or merger, such transfers as being collectively referred to herein as “Internal Reorganizations”. The Tenant must provide the Landlord with at least thirty (30) days’ prior written notice of any Internal Reorganization providing reasonable detail about the nature and extent of the Internal Reorganization and its impact on the Landlord. Without limiting the foregoing, Article 9.1(c) will continue to apply to any Transfer, including any Internal Reorganization.
The text of Article 11.4 is deleted and replaced by the following:
“The Tenant covenants and agrees that at all times the Tenant (and all persons under its direction and control and any parties with whom it contracts or for whom it is responsible at law) will fully comply with all Applicable Laws, including, without limitation, those with respect to any and all Hazardous Material brought upon, kept, generated, used, stored, transported upon, treated, disposed of, or otherwise managed in or about the Premises (collectively, the “Hazardous Material Laws”).
The Tenant shall be fully liable for all damages of any manner arising from any failure to fully comply with the Hazardous Material Laws by Tenant (and all persons under its direction and control and any parties with whom it contracts for whom it is responsible at law), such liability to survive the termination of the Lease for any reason until satisfied in full.
Not less than thirty (30) days prior to the date that any Hazardous Material will first be brought onto the Premises, the Tenant will provide Landlord proof of insurance satisfactory to the Landlord, acting reasonably, with respect to the Hazardous Material Laws. Any such policy of insurance shall comply with any applicable provisions of Article 7.
-45-
LSE – 20200827 – META FINAL
Tenant covenants to permit Landlord to conduct inspections and appraisals of all or any of Tenant’s records, business and assets upon reasonable notice, at any reasonable time and from time to time, which might reasonably relate to compliance by Tenant (and all persons under its direction and control and any parties with whom it contracts for whom it is responsible at law) with the Hazardous Material Laws.”
“(v) except as provided for in paragraph J of Schedule “E” (Continuous Operation), in case the Tenant shall abandon or attempt to abandon the Premises or in case the Premises shall become vacant or unoccupied for a period of five (5) consecutive days or be used for any other purpose than as permitted under the terms of this Lease, or be used by any other person than such as are entitled to use them, as provided for under the terms of this Lease, or in case the Tenant ceases to carry on business on the Premises, or,”
“(vi) a final judgment or decree for the payment of money in excess of Fifty Thousand Dollars ($50,000.00) is rendered against the Tenant by a court having jurisdiction and such judgment or decree shall not within a period of thirty (30) days thereafter have been and remain vacated or discharged or stayed pending appeal within the applicable appeal period, or”
“(iv) shall have the right to obtain injunctive relief in the event Tenant threatens to cease to carry on the Tenant’s business or ceases to carry on the Tenant’s business from the Premises (except as provided for in paragraph J of Schedule “E” (Continuous Operation).”
The text of Article 15.14 (Brokerage Commission) is deleted and replaced with the following:
“15.14 Geof Ralph of Partners Global Corporate Real Estate Inc. has worked with the Landlord and the Tenant to help negotiate this Lease, that the Landlord will be pay the brokerage fee payable to Partners Global Corporate Real Estate Inc. arising therefrom. The Landlord is not responsible for any other brokerage or consulting fees in respect of this Lease, and the Tenant will indemnify and save harmless the Landlord in respect of claims for any such fees.”
-46-