Report: Lease Renewal for Payline by ICE Inc. (315 – 877 Goldstream Avenue)

LEASE AMENDMENT AGREEMENT

CON23-0022

THIS AMENDING AGREEMENT dated for reference the _____ day of ________________, 2023 is

BETWEEN:

CITY OF LANGFORD
2nd Floor, 877 Goldstream Avenue
Langford, BC V9B 2X8
(the “Landlord”)

AND:

PAYLINE by ICE INC.
#315 – 877 Goldstream Avenue
Langford, BC V9B 2X8
(the “Tenant”)

WHEREAS:

A. The Landlord is the registered owner of those lands and premises situate in Langford, British Columbia and legally described as:
PID: 026-383-501
Strata Lot 38 Section 5 Esquimalt District Strata Plan VOS5151
(the "Property");

B. Pursuant to a lease between 676955 BC Ltd. (the “Assignor”) and the Tenant made February 28, 2011 and amended by amendment agreements dated January 14, 2014, January 6, 2015, and September 21, 2016, the Tenant leased the Property from the Assignor (collectively, the “Lease”);

C. Pursuant to a purchase and sale agreement between the Assignor and the Landlord dated for reference November 3, 2021, the Assignor agreed to transfer the Property to the Landlord and it was a condition of such transfer that the Assignor assign the benefit and the burden of the Lease to the Landlord and the Landlord was to assume all of the obligations of the Assignor under the Lease (the “Purchase and Sale Agreement”);

D. Pursuant to an assignment of lease agreement between the Assignor and the Landlord dated for reference December 16, 2021, the Assignor assigned the Lease to the Landlord;

E. Pursuant to the Purchase and Sale Agreement, on December 16, 2021, the Landlord became the owner of the Property; and

F. The Landlord and the Tenant have agreed to modify the Lease.

NOW THEREFORE IN CONSIDERATION of the premises, covenants, and agreements herein contained, $1.00 paid by each party to the other and other good and valuable consideration (the receipt and sufficiency of which are hereby expressly acknowledged by both parties), the parties hereto covenant and agree as follows:

1. The Landlord and Tenant agree to renew the Lease for a further one (1) year term from March 1, 2023 until February 28, 2024 (the “Renewal Term”).

2. The annual Basic Rent for the Renewal Term shall be $37,646.04, paid in monthly installments of $3,137.17.

3. Section 10.1(c) of the Lease shall be deleted and replaced with the following:
   “to take out and keep in full force and effect throughout the Term and during such other time as the Tenant occupies the Premises or any part thereof comprehensive general liability insurance against claims for personal injury, death or property damage of the personal property of the Tenant and its customers, licensees, sub lessees, agents and contractors or loss upon, in or about the Premises or otherwise howsoever arising out of the operations of the Tenant or any person conducting business from the Premises, of not less than $5,000,000.00 in respect of any one occurrence and concerning property damage and such other insurance as agreed in writing between the Landlord and the Tenant”.

4. Time shall remain of the essence.

5. This Amending Agreement shall be read and construed together with the Lease, and the Lease, as amended hereby, shall continue in full force and effect in accordance with the terms of this Amending Agreement.

6. Each party shall at all times execute and deliver at the request of the other such further documents, deeds, instruments, and things, and do and perform such other acts, as may be reasonably necessary to give full effect to the intent and meaning of this Amending Agreement.

7. This Amending Agreement shall enure to the benefit of and be binding on the parties and their successors and assigns.

IN WITNESS WHEREOF the parties hereto have executed this Amending Agreement as of the dates written below

CITY OF LANGFORD
by its authorized signatories

---

Mayor:

---

Corporate Officer:

---

Date:

PAYLINE by ICE INC.
by its authorized signatories

---

Name:

---

Name:

---

Date:

---

LEASE AGREEMENT (original)

THIS AGREEMENT made the 28th day of February, 2011

BETWEEN:

676955 BC Ltd.
101 - 891 Attree Avenue
VICTORIA BC V9B 0A6
(as "Landlord")

AND:

PAYLINE by ICE INC.
#315 - 877 Goldstream Ave
VICTORIA BC V9B 1B2
(as "Tenant")

WITNESS THAT in consideration of the mutual covenants and agreements hereinafter respectively reserved and contained, the Landlord and Tenant covenant and agree each with the other as follows:

1. DEFINITIONS

1.1 For the purpose of this agreement, the words set out below shall have the meanings herein ascribed to them:

(a) "Building" means the building legally located at 877 Goldstream Avenue, Langford B.C.;
(b) "Commencement Date" means March 1, 2011.
(c) "Premises" means Unit 315 contained within the Building, which contains 1,463 square feet of rentable area;
(d) "Operating Costs" means and includes all expenses incurred and payable by the Landlord for a calendar year in the operation, maintenance, repair and management of the Building being expenses which are ordinarily chargeable against income in accordance with good accounting practice which are not paid directly by the Tenant and without duplication and without restricting the generality of the foregoing shall include:

(i) Electric power and lighting expenses;
(ii) Salaries and wages (including employee benefits and workers' compensation) and the cost of independent service contracts incurred in the cleaning, maintenance, management and operation of the building, grounds and parking areas;
(iii) All expenses including administration, management, audit, and miscellaneous general expenses related to the building, but excluding debt interest, and debt repayment;
(iv) All charges incurred as a result of the Landlord obtaining insurance against loss or damage by fire or other casualties and against loss of rentals;
(v) Expenses incurred in cleaning and repainting the exterior of the building;
(vi) Expenses incurred in keeping free of litter, dirt, snow and ice the parking area of and the sidewalks adjacent to the building;
(vii) All repairs performed in accordance with section 12.3 (a) herein, except for repair to the structure or bearing walls of the building;

but shall not include interest on the Landlord's debt, capital retirement of the Landlord's debt, income or capital tax of the Landlord.

(e) "Prime Rate" means the floating annual prime interest rate established from time to time by the Main Branch of the Royal Bank of Canada ("Bank"), Victoria, B.C. as the reference rate it will use to determine rates of interest payable to the Bank by borrowers from the Bank of Canadian Dollars loans in Canada and designated by the Bank as its "prime rate";
(f) "Property Taxes" means all taxes, fees, rates, duties, levies, charges and assessments whatsoever whether municipal, parliamentary, school, or social services, on the Building and all improvements thereon, or charged upon the Landlord on account thereof, including all taxes, fees, rates, duties, levies, charges and assessments for local improvements, excepting the Landlord's income tax and corporate capital tax relating to this Lease and the Premises;
(g) "Pro Rata Share" means 4.3%, a fraction of which the numerator is the square footage of the Premises and the denominator of which is the square footage of the Building, and in this case equates to the strata fee assessed by the Strata Corporation.
(h) "Deposit" means $6,712.73
(i) "Term" has the meaning set out in section 3.1.

2. DEMISE

2.1 The Landlord hereby demises and Leases to the Tenant the Premises for the Term of this Lease, and all renewals.

3. TERM

3.1 TO HAVE AND TO HOLD the Premises for and during the term ("Term") beginning on March 1, 2011 (the "Commencement Date") and ending on April 30, 2014.

4. RENT

4.1 The basic net rental payment shall be waived for the first 2 months of the lease, and will be due May 1, 2011 and thereafter on the first day of each month for the remainder of the Lease Term (hereinafter called "Base Rent"):

4.2 The Tenant shall also pay all applicable GST/HST (or any substitute or replacement sales tax or taxes therefor) on such Base Rent to the Landlord at the same time as such base rent is paid to the Landlord. Such GST/HST will not be additional rent but the Landlord will have the same remedies for recovery of GST/HST in arrears as it has for the recovery of rent in arrears.

5. NET LEASE

5.1 All rent provided to be paid by the Tenant shall be paid without any deduction, abatement, or set-off whatsoever except as provided herein, it being the intention of this Lease that all expenses, costs, payments, and outgoing, incurred in respect of the Premises, or for any other matter or thing affecting the Premises shall (unless otherwise expressly stipulated herein to the contrary) be borne by the Tenant, and that the Base Rent hereunder provided shall be absolutely net to the Landlord and free of all deduction, abatement, set-off, goods and services tax, charges, rates, assessments, expenses, costs, payments, or outgoings of every nature arising from or related to the Premises except as provided herein, and the Tenant shall pay all these charges, rates, assessments, expenses, costs, payments, and outgoings except as provided herein.

6. PAYMENTS TO THE LANDLORD

6.1 All payments required to be made by the Tenant under or in respect of this Lease shall be made to the Landlord or to any agent of the Landlord that the Landlord shall from time to time direct. It is the responsibility of the tenant to ensure that required payments are received by the Landlord at his place of business on or before the first day of each month of the term of the Lease. The tenant agrees to provide up to 12 post-dated cheques for base rent, pro rata share common costs, property taxes and GST/HST, if requested to do so by the Landlord.

7. DEPOSIT

The Tenant has paid to the Landlord prior to execution of this Lease the Deposit which shall be applied on account of the first month's base and additional rent + HST, with the remainder held as a security deposit to the end of the Lease term.

8. USE OF PREMISES

8.1 The Tenant shall use the Premises only for general office use and will not use or permit to be used the Premises for any other purpose whatsoever without the consent of the Landlord, such consent not to be unreasonably withheld. The tenant is aware that the Building is a strata development and no exclusivities of use are possible over other strata lots.

9. TENANT'S COVENANTS TO PAY

Property Taxes and Payment of Operating Expenses

9.1 (a) to pay to the Landlord, as additional rent by equal monthly payments, from the commencement of the Term, without any deduction for set-off or abatement to the Landlord at the above address or such other address as the Landlord may from time to time specify, the Tenant's Pro Rata Share of Operating Costs and Property Taxes as follows:

(i) "Lease Year" shall mean successive periods of twelve (12) calendar months commencing on the first full calendar month of the term hereof. The Landlord shall have the right to change the Lease Year from time to time provided, however, no substantial detriment is incurred by the Tenant as a result of any such change;
(ii) "Operating Year" means a fiscal year commencing on January 1st of a calendar year and terminating on December 31st of the calendar year, provided that the Landlord shall be permitted at any time and from time to time to change the commencement and termination dates of any Operating Year, without the Tenant being therefore prejudiced;
(iii) The amount of any and all items of additional rent under paragraph 9.1(a) which the Tenant is to pay may be estimated by the Landlord for the Operating Year. The Tenant agrees to pay to the Landlord the amount of such estimate in monthly instalments, in advance, in amounts specified by the Landlord, acting reasonably, on the dates and at the times for payment of the Base Rent provided for in the Lease. The Landlord may make its estimates so that the Tenant's share of the additional rent will be payable to the Landlord prior to the time the Landlord is obligated to pay the costs in respect of which the additional rent is payable. The Landlord may submit to the Tenant at any time during the Operating Year a re-estimate of the amount of the additional rent payable by the Tenant under paragraph 9.1(a) and a revised monthly instalment amount. As soon as reasonably possible after the end of the Operating Year for which such estimated payments have been made, the Landlord will make a final determination of the Property Tax and Operating Costs for such Operating Year and notify the Tenant of the actual amount required to be paid as additional rent under paragraph 9.1(a). If necessary an adjustment shall be made between the parties and any money owing by or to one party shall be paid or credited within 30 days of such notice.

(iv) In case the Lease Year does not coincide with an Operating Year, the Tenant's obligation to pay Operating Costs for the first and last Operating Year of the term hereof shall be pro rated on a per diem basis;
(v) In the reasonable opinion of the Landlord, whenever any item(s) of Operating Costs or portions thereof properly relates to a particular tenant or tenants, the Landlord may allocate or attribute such item or items to such tenant or tenants, and the amount so allocated or attributed shall be payable forthwith upon demand as additional rent.

To Pay Rent

(b) during the Term, to pay to the Landlord the rent hereby reserved, in the manner hereinbefore mentioned, and all other monies payable by the Tenant to the Landlord under the provisions of this Lease without any deduction abatement or set-off whatsoever,

Business and Machinery Taxes

(c) to pay by way of additional rent as and when they fall due, business and machinery taxes being:

(i) all taxes, licence fees, assessments, or other charges levied or imposed by any provincial, municipal, school, or any other authority against the Landlord or against the Premises for or on account of the business conducted by the Tenant or any other person on the Premises;
(ii) all taxes, assessments, and other charges levied or imposed against or otherwise attributable to the Tenant's improvements, chattels, fixtures, and equipment and, unless the result would be inequitable, the Tenant shall be liable to pay these taxes, rates and assessments whether the Tenant is in possession of the Premises for the whole of any year or only a part thereof and should this Lease terminate either by effluxion of time or otherwise at a time when the Premises have been assessed for these taxes, assessments and other charges;
(iii) all these taxes, fees, assessments or other charges assessed or levied against the Landlord shall be paid by the Tenant to the Landlord as frequently as the same are payable by the Landlord to the appropriate authorities; and
(iv) the Tenant covenants to pay to the Landlord these taxes within thirty (30) days after receipt of notice of these taxes, fees or assessments or other charges from the Landlord;

Utilities and Tenant Fixtures

(d) to pay, when due, all rates and charges for electric current, gas, water, sewer, heat, power, telephone, and all other public or private utilities and services supplied at any time to the Premises;

Tax and Utility Indemnity

(e) to, during each and every year or portion thereof, during the Term, indemnify and keep indemnified the Landlord in respect of all loss, costs, charges, and expenses occasioned by or arising from the non-payment of any and every business or similar tax assessed against the Tenant or any subtenant or licensee or other persons by reason of its occupation or use of the Premises or any part thereof;

Licence Fees

(f) to pay as additional rent any and all licence fees and taxes imposed in connection with the occupancy of the Premises, or with the particular business of the Tenant, or in connection with any form of equipment used by the Tenant in the Premises, or brought onto the Premises by or on behalf of the Tenant;

Deemed Rent

(g) that all monies payable by the Tenant to the Landlord under this section (other than GST) shall be construed as rent and the Landlord may distrain therefor; and

Notice of Accident

(h) to give the Landlord immediate notice in case of fire or accident in the Premises.

10. GENERAL TENANTS COVENANTS

10.1 The Tenant covenants and agrees with the Landlord as follows:

Fixtures

(a) provided that the Tenant is not in default hereunder, the Tenant may, at or prior to the expiration of the Term hereby granted take, remove, and carry away from the Premises all fixtures, fittings, plant, machinery, or other articles upon the Premises in the nature of trade or Tenant's fixtures and which are owned by the Tenant, but the Tenant covenants that any such removal shall not damage the Premises, or the Tenant shall make good any damage which may be occasioned by that removal, and further the Landlord shall have the right at the expiration of the Term to cause the Tenant to remove such fixtures and machinery installed on the Premises by the Tenant and to repair any damage caused by such removal.

Tenant's Insurance

The Tenant shall take out and keep in force during the Term:

(b) plate glass insurance, for the benefit of the Landlord and the Tenant, covering all plate glass in the Premises, including plate glass windows and doors, in an amount equal to the full insurable value thereof, or in lieu thereof be responsible for the repair or replacement thereof;

(c) to take out and keep in full force and effect throughout the Term and during such other time as the Tenant occupies the Premises or any part thereof comprehensive general liability insurance against claims for personal injury, death, or property damage of the personal property of the Tenant and its customers, licensees, sub lessees, agents and contractors or loss upon, in or about the Premises or otherwise howsoever arising out of the operations of the Tenant or any person conducting business from the Premises, of not less than $3,000,000.00 in respect of any one occurrence concerning property damage and such other insurance as agreed in writing between the Landlord and the Tenant;

(d) insurance upon property of every description and kind owned by the Tenant, or for which the Tenant is legally liable, or installed by or on behalf of the Tenant, and which is located within the Premises, including, without limitations, stock-in-trade, furniture, fittings, installations, alterations, additions, partitions, fixtures and anything in the nature of a Leasehold improvement in an amount of not less than eighty percent (80%) of the full replacement cost thereof, against, all risks, perils, earthquake, flood and sewer back-up. In the event that there shall be a dispute as to the amount which comprises full replacement cost, the decision of the Landlord or its Mortgagees shall be conclusive;

(e) business interruption insurance, in such amounts as will reimburse the Tenant for loss of earnings attributable to all perils as aforementioned or attributable to prevention of access to the Premises as a result of such perils;

(f) Insurance against all explosion, rupture or failure of boilers, pressure vessels or equipment within or serving the premises exclusively.

(g) Landlord's Approval and Notices: The Tenant will obtain all such insurance in at least those amounts set out in Section 10.1(b),(c),(d),(e) and (f) and otherwise in those amounts a prudent Tenant of comparable space in a comparable building in the vicinity would obtain and maintain from time to time. All such insurance policies will: (i) include the Tenant and the Landlord as named insurers, (ii) contain a waiver of any right of subrogation or recourse by the Tenant's insurer against the Landlord or its employees, or agents, whether or not any loss is caused by the act, commission or negligence of the Landlord or its employees or agents. (Subrogation means the legal process by which an insurance company seeks recovery of the amount it pays to a policy holder from a third party who may have caused the loss), (iii) provide that the insurer will give the Landlord 30 days prior written notice of cancellation of, material alteration in, or lapse of, any policy, and (iv) provide that such policies will not be invalidated as respects the interest of the Landlord by reason of any breach or violation of any warranties, representation, declarations, or conditions contained in the policies. The Tenant will effect all such policies with insurers and upon terms satisfactory to the Landlord, acting reasonably. The Tenant will give the Landlord certified copies of its insurance policies evidencing all insurance and its renewal upon request. The Tenant will pay the premium for each policy. If the Tenant fails to obtain or maintain any such insurance, the Landlord may do so as the Tenant's agent at the Tenant's cost. The Tenant will review all its policies annually to ensure that they are up to date.

(h) Limitation of Landlord's Liability. The Tenant covenants and agrees that:

(i) the Landlord shall not be liable for any bodily injury to or the death of, or loss or damage to any property belonging to, the Tenant or its employees, invitees, or licensees, or any other person (in the Building for the purpose of attending at the Premises), on or about the Building, unless resulting from the actual fault or negligence of the Landlord or those for whom the Landlord is liable at law; provided that in no event shall the Landlord be liable for any consequential injury, loss or damage, or except as aforesaid:

A. for any injury or damage of any nature whatsoever to any persons or property caused by the failure by reason of a breakdown or other cause, to supply adequate drainage, snow or ice removal, or by reason of the interruption of any public utility or other service, or in the event of gas, steam, water, rain, snow, ice, or other substances leaking, issuing or flowing from the water, steam, sprinkler or drainage pipes or plumbing of the building or from any other place or quarter, into any part of the Leased Premises or for any loss or damage caused by or attributable to the condition or arrangement of any electric or other wiring or for any damage caused by anything done or omitted to be done by any other tenant of the Building;

B. for any act of omission (including theft or malfeasance) on the part of any agent, contractor or person from time to time employed by it to perform janitor services, security services, maintenance, supervision or Additional Services or any work in or about the Premises or the Building;

C. for loss or damage, however caused, to money, securities, negotiable instruments, papers or other valuables of the Tenant, including any consequential loss or damage resulting therefrom, or

D. for loss or damage to any automobiles or their contents;

and the Tenant covenants to indemnify the Landlord against and from all loss, costs, claims and demands in respect of any such injury or loss to it or its employees invitees or licensees or any other person in the Building for the purpose of attending at the Premises or in respect of any such damage to property belonging to or entrusted to the care of any of the aforementioned.

(ii) the Landlord shall have no responsibility or liability for the failure to supply interior climate control or elevator service when prevented from doing so by strikes, the necessity of repairs, any order or regulation of any body having jurisdiction, the failure of the supply of any utility required for the operation thereof or any other cause beyond the Landlord's reasonable control, and shall not be held responsible for indirect or consequential damages or other damages for personal discomfort or illness or injury resulting therefrom or for any bodily injury, death or damage to property arising from the use of, or any happening in or about, any elevator.

Acts Conflicting with Insurance

(i) the Tenant shall not do or permit to be done any thing or any act which may render void or voidable or conflict with the requirements of any policy of insurance, including any regulations of fire insurance underwriters applicable to that policy, whereby the Premises is insured or which may cause any increase in premium to be paid in respect of that policy or those policies; provided that the Tenant shall not be liable for the negligent or wilful acts or omissions of the Landlord or its agents;

Repair

(j) unless this Lease is terminated pursuant to 13.1(h), 13.1(f) or 15.1 to, at the Tenant's sole cost and expense, keep the non-structural components of the Premises and any improvements it makes to the Premises, in good repair, as a careful owner would do, with the exception of reasonable wear and tear and further excepting damage caused by fire, earthquake, explosion and other acts of God which are covered by the Landlord's insurance, provided however that nothing contained herein shall obligate the Tenant to put the Premises in or any improvements it makes therein in a better state of repair than existed at the commencement of the Term and all repairs made by the Tenant shall be done in a good and workmanlike manner, and repairs shall include replacements and renewals when necessary and painting and maintenance of all areas, both inside and outside, and shall comply with all municipal, provincial and federal regulations;

Landlord's Right of Inspection and Request for Repairs

(k) the Landlord shall have the right, upon giving at least 24 hours prior written notice to the Tenant, except in emergency circumstances, to inspect the Premises during the Tenant's usual business hours for the purpose of determining the maintenance of the Premises and the improvements the Tenant makes to the Premises and the Tenant shall, at its sole cost, make any repairs in accordance with subsection 10.1(j) to the Premises and any improvements it makes to the Premises when reasonably requested to so do in writing by the Landlord;

Use of Premises

(l) not to use or permit the Premises or any part thereof to be used for any other purpose other than the permitted use set out in section 8.1 hereof;

Use, Alterations

(m) not to;

(i) do or suffer any waste or damage, disfiguration, or injury to the Premises or the fixtures and equipment thereof;

(ii) make, without the prior written consent of the Landlord, any alterations, repairs or improvements to the Premises, and in that regard;

A. the Tenant shall submit to the Landlord detailed plans and specifications of any work or installation when applying for consent;
B. other than with respect to initial Tenant's work, the Landlord reserves the right to recover from the Tenant the reasonable cost of having its architects or engineers examine these plans and specifications;
C. any or all work to be done or materials to be supplied hereunder shall be at the sole cost and expense of the Tenant and shall be done and supplied and paid for in the manner and according to the terms and conditions, if any, that the Landlord may prescribe; and
D. any connections of apparatus to the electrical, mechanical and heating systems other than a connection to an existing base receptacle or any connection of apparatus to the plumbing lines shall be deemed to be an alteration within the meaning of this section;

Compliance With Laws, Etc.

(n) to promptly, at its expense, comply with and observe the requirements of all statutes, bylaws, laws, regulations and orders at any time in force during the Term hereof which are applicable to the Tenant or the condition, maintenance, use or occupation of the Premises by the Tenant, including any regulation, order or requirement of any fire underwriters association or any similar body having similar functions and of any liability or fire insurance company by which the Landlord and Tenant or either of them may be insured at any time during the Term hereof, whether or not that statute, bylaw, law, regulation, ordinance or order be of a kind now existing or within the contemplation of the Landlord or the Tenant, and in so doing, the Tenant shall be required at its expense to make any necessary alterations, repairs, additions or deletions in, on, or to the Premises or any parts thereof and any equipment, machinery, or other facilities in, on, upon, or used in conjunction with or appurtenant to the Premises or any part thereof;

Assigning

(o) not to assign, sublet, transfer, mortgage, or set over or otherwise by any act or deed procure the Premises in whole or in part, to be assigned, sublet, transferred or set over unto any person or persons, excepting the licensing or subletting of all or any part or parts of the Premises or the assignment of this Lease to any affiliates or associates of the Tenant, without the consent in writing of the Landlord first had and obtained, which consent may not be unreasonably withheld.

Leave in Repair

(p) to, at the expiration or sooner determination of the Term, peaceably surrender and yield up unto the Landlord the Premises with the appurtenances, together with all buildings, fixtures, or erections which at any time during the Term shall be made therein or thereon in good repair and condition in accordance with the Tenant's obligation to repair as hereinbefore contained; it being acknowledged that the Tenant shall be under no obligation to put the Premises in a better state of repair than existed at the commencement of the Term;

Tenant's Indemnities

(q) the Tenant shall indemnify and save harmless the Landlord, its employees, agents and contractors from and against any and all claims, demands, causes of actions, actions, prosecutions, losses, damages, injuries, deaths, costs and expenses, including legal costs and expenses arising out of or resulting from the Tenant's occupation and leasing of the Premises except for matters arising out of or resulting from the Landlord's or its or its employees', agents' or contractors' willful or negligent acts or omissions; and

Survival

(r) the provisions and indemnification set out in subsection 10.1(q) shall survive expiration or termination of this Lease.

Noxious Fumes, Odours

(s) the Tenant shall so use the Premises that noxious or objectionable fumes, vapours and odours will not occur beyond the extent to which they are discharged or eliminated by means of the flues and other devices provided in the Building by the Landlord and shall prevent any such noxious or objectionable fumes, vapours and odours from entering into the air conditioning or being discharged into other vents or flues of the Building or annoying any of the tenants in the Building. Any discharge of fumes, vapours and odours shall be permitted only during such period or periods, to such extent, in such conditions and in such manner as is directed by the Landlord from time to time and all costs necessary to provide for such discharge to be at the sole expense of the Tenant.

Displays or Services on Common Areas

(t) the Tenant shall not keep, display or sell any merchandise or services on or otherwise obstruct or use any part of the common area and/or common facilities, except as expressly permitted by the Landlord and except for displays included in Building promotions when recognized and permitted by the Landlord.

Blinds and Drapes

(u) the Tenant shall not without the prior written consent of the Landlord put up any window drapes, blinds, awnings or other similar things or cover the floors with anything other than loose rugs.

Lights and Tubes

(v) the Tenant shall at its own expense be responsible for and shall maintain and replace from time to time as may be reasonably necessary during the Term of this Lease all light fixtures, tubes, ballasts and starters in the Premises.

Glass and Locks

(w) the Tenant shall at its own expense replace or repair, under the direction and to the reasonable satisfaction of the Landlord, the glass, locks and trimmings of the doors and windows in or upon the Premises which become damaged or broken except any glass, locks or trimmings damaged or broken by the Landlord, its employees, agents or contractors.

Garbage Containers

(x) the Tenant shall place in containers of a type approved by the Landlord all garbage and refuse and shall be responsible for the removal from the Premises of all such garbage and refuse.

11. RULES AND REGULATIONS

11.1 The Tenant agrees to observe, and cause its employees, invitees, and others over whom the Tenant can reasonably be expected to exercise control, to observe the reasonable rules and regulations hereinafter made by the Landlord to be incorporated into and form part of this Lease.

12. LANDLORD'S COVENANTS

The Landlord covenants with the Tenant:

Quiet Enjoyment

12.1 If the Tenant pays the rent and additional rent hereby reserved, and performs the covenants on its part contained herein, the Tenant shall and may peaceably possess and enjoy the Premises for the Term hereby granted, without any interruption or disturbance from the Landlord or any other person or persons lawfully claiming by, from, through or under the Landlord, subject, nevertheless, to the terms, covenants and conditions of this Lease.

Landlord's Payment of Taxes

12.2 To pay or cause to be paid all taxes, rates and assessments now or hereafter levied, rated or assessed against the Premises or the Lands of which they form a part and improvements thereto, including without limiting the generality of the foregoing, water and sewer rates and real property taxes, but this section 12.2 does not alter any obligations of the Tenant under any of the provisions of section 9.

Landlord's Obligation to Repair

12.3 To keep in good and reasonable state of repair:

(a) the Building (other than the Premises and premises of other tenants) including the foundation, roof, exterior walls including glass portions thereof, the elevators, entrances, stairways, corridors, lobbies and washrooms from time to time provided for use in common by the Tenant and other tenants of the Building and the systems provided for bringing utilities to the Premises; and

(b) the structural elements of the Premises.

The cost of such repairs, except structural repairs (and the parties agree that "structural repairs" includes replacements and repairs to the foundations, exterior walls, floor slab, roof, and roof membrane) shall be borne by the Tenant as provided in subsection 9.1(a) hereof.

Landlord's Insurance

12.4 To insure the Building to its full insurable replacement value against loss or damage by fire and other casualties and losses determined by the Landlord in its discretion, acting reasonably. The expense of such insurance shall be borne as provided in subsection 9.1(a) hereof.

13. LANDLORD AND TENANT AGREEMENTS

13.1 The Landlord and the Tenant agree each with the other as follows:

Landlord May Perform

(a) that if the Tenant shall fail to perform or cause to be performed each and every one of the covenants and obligations of the Tenant in this Lease contained, the Landlord, including, but not limiting any other remedy which it may have, shall have the right at all times to enter the Premises for the purpose of curing any default of the Tenant and no entry for that purpose shall be deemed to work a forfeiture or termination of this Lease, and the Tenant shall permit that entry and in that regard:

(i) the Landlord shall give not less than seven (7) days' written notice to the Tenant of its intention to enter the Premises for that purpose but may enter upon a shorter period of notice or without notice where, in the Landlord's reasonable judgment, there is real or apprehended emergency or danger to persons or property, or where any delay in remedying that default would or might materially prejudice the Landlord;
(ii) for the purpose of curing the default of the Tenant under the covenants of this Lease, the Landlord may perform or cause the covenant to be performed and to do or cause to be done those things that may be necessary or incidental thereto, (including, but not limiting the generality of the foregoing, the right to make repairs, installations, erections, and expend monies);
(iii) the Tenant shall reimburse the Landlord upon demand for all expenses incurred by the Landlord plus an administration fee of 10% in remedying any default, together with interest thereon at the Prime Rate plus 5% per annum from the date incurred until paid; and
(iv) the Landlord shall be under no obligation to remedy any default of the Tenant, and shall not incur any liability to the Tenant for any action or omission in the course of its remedying or attempting to remedy any default unless the acts amounts to intentional misconduct or gross negligence of the Landlord;

Default, Termination and Re-Entry

(b) if and whenever:

(i) the Tenant shall default in the payment of rent or any other sum required to be paid to the Landlord by any provision of this Lease, and that default shall continue for five (5) days after written notice thereof given by the Landlord to the Tenant; or

(ii) the Tenant shall default in performing or observing any of its other covenants or obligations under this Lease and the Landlord shall have given to the Tenant written notice of that default, and at the expiration of seven (7) days after the giving of that notice the default shall continue to exist (or, in the case of a default which cannot with due diligence be cured within a period of seven (7) days, the Tenant shall have failed to proceed promptly after the giving of that notice to begin to cure the default or shall thereafter have failed to carry out the curing of the default with diligence); or

(iii) the Term hereby created shall be seized or taken in execution by a creditor of the Tenant; or

(iv) the Tenant shall make an assignment for the benefit of the creditors, shall become bankrupt, or shall make application for relief under the provisions of any statute now or hereafter in force concerning bankrupt or insolvent debtors, or any action whatsoever, legislative or otherwise, be taken with a view to the winding up, dissolution, or liquidation of the Tenant, or if a receiver or receiver manager is appointed for all or a portion of the property of the Tenant,

then and in any of these cases the then current months rent together with the rent for the three (3) months next ensuing shall immediately become due and payable, and the Landlord, may, without notice or any form of legal process whatsoever immediately re-enter upon the Premises or any part thereof in the name of the whole, whereupon this Lease shall terminate immediately, anything contained herein or in any statute or law to the contrary notwithstanding, provided however, that termination shall be wholly without prejudice to the right of the Landlord to recover arrears of rent or damages for any antecedent breach of covenant on the part of the Tenant and provided further, that notwithstanding that termination, the Landlord will subsequently recover from the Tenant all losses, damages, costs (including, but without limitation, legal costs on a reasonable solicitor client basis) and expenses whatsoever suffered by reason of this Lease having been prematurely determined;

(c) the Tenant waives and renounces the benefit of any present or future statute purporting to limit or qualify the landlord's right to distrain;

(d) in any of the cases described above, the Landlord, in addition to the other rights hereby reserved shall have the right to enter the Premises as agent of the Tenant, either by force or otherwise, without being liable for any prosecution therefore and on notice to the Tenant to relet or sublet, as the Tenant's agent the Premises or any part thereof, and to apply the proceeds of that re-leasing or subletting on account of rent due or in satisfaction of the breach of any covenant or agreement herein contained and the Tenant shall remain liable for the deficiency, if any, and the Landlord shall nevertheless be entitled to recover from the Tenant rent due for the remainder of the Term, in the event the Landlord has not so relet, or, if the Landlord has relet, to recover from the Tenant the difference in rent payable by any new tenant of the Premises for the balance of the Term and that required to be paid by the Tenant under this Lease for the balance of the Term, notwithstanding in either case, that the Term shall not have ceased and the Tenant agrees to pay that amount as so determined promptly on demand;

Negligence

(e) that the Landlord shall not be liable nor responsible in any way for any personal injury that may be suffered or sustained (other than by reason of the negligence or willful acts or omissions of the Landlord, its agents, employees or representatives) by the Tenant or any employee of the Tenant or any customer of the Tenant, or any other person who may be upon the Premises or on the sidewalks, parking areas, lanes, or streets adjacent thereto, or for any loss of or damage or injury to, property belonging to or in the possession of the Tenant or any employee of the Tenant or any other person and, in particular, the Landlord shall not be liable for any injury, loss or damage to person or property caused by smoke, steam, water, ice, rain, snow, or fumes which may leak, issue, or flow into the Premises or from the water sprinkler, drainage, or smoke pipes or plumbing equipment therein or from any other place or quarter or caused by or attributable to the condition or arrangement of any electrical or other wiring or of the air conditioning equipment or caused by anything done or omitted by any Tenant or other occupant;

Distress

(f) that the Landlord shall have the right to levy distress upon the Tenant's goods and chattels upon the Premises for rent and additional rent, in arrears, and shall have the right, in case of removal by the Tenant of the goods and chattels of the Tenant from the Premises, after any default by the Tenant of any of the provisions herein, to follow the goods and chattels,

Builders' Liens

(g) in connection with the making, erection, installation or alteration of the Leasehold improvements and trade fixtures, and all other work or installations made by or for the Tenant in the Premises, the Tenant shall comply with all the provisions of the B.U.R.S.B.C. 1997 Ch. 45 and Amendments thereto and other Statutes from time to time applicable thereto (including any provision requiring or enabling the retention of portion of any sums payable by way of holdbacks), shall permit the Landlord to take all steps to enable the Landlord to obtain the benefit of the provisions of the Builders Lien Act, and, except as to any lawful holdback, shall promptly pay all accounts relating thereto. The Tenant shall not create any mortgage, conditional sales agreement, general security agreement under the Personal Property Security Act, R.S.B.C. 1996, Ch. 359 and Amendments thereto, or other encumbrance in respect of the Leasehold improvements or trade fixtures, or permit any such mortgage, conditional sales agreement, general security agreement under the Personal Property Security Act, or other encumbrance to attach to the Premises. If and when any Builders Lien or other lien for work, labour, services, or material supplied to or for the Tenant or for the cost of which the Tenant may be in any way liable or claims therefore shall arise or be filed or any such mortgage, conditional sales agreement, general security agreement under the Personal Property Security Act, or other encumbrance shall attach, the Tenant shall within 20 days after receipt of notice thereof, procure the discharge thereof, including any certificate of action registered in respect of any lien, by payment or giving security or in such other manner as may be required or permitted by law, and failing which the Landlord may, in addition to all other remedies hereunder, make any payments required to procure the discharge of any liens or encumbrances, and shall be entitled to be reimbursed by the Tenant, and its right to reimbursement shall not be affected or impaired if the Tenant shall then, or subsequently, establish or claim that any lien or encumbrance so discharged was without merit or excessive or subject to any abatement, set-off, or defence.

Expropriation

(h) that if the whole of the Premises shall be acquired or condemned by expropriation, then the Term of this Lease, shall cease and terminate after the date of title vesting and all rent and other monies shall be paid up to that date and the Tenant shall have no claim against the Landlord for the value of any unexpired Term of this Lease;

(i) that if a part of the Premises shall be acquired or condemned by expropriation then at the option of the Tenant either:

(i) the Term of this Lease shall cease and terminate after the date of title vesting and all rent and other monies shall be paid up to that date; or

(ii) this Lease shall continue on the terms and conditions contained herein except the rent and other amounts payable herein shall be reduced proportionately to the area expropriated, and the Tenant shall have no claim against the Landlord for the value of any unexpired term of this Lease or portion thereof;

(iii) although all damages in the event of any expropriation are to belong to the Landlord whether those damages are awarded as compensation for decrease in value of the Leasehold or to the fee of the Premises, the Tenant shall have the right to claim and recover from the expropriating authority, but not from the Landlord, any compensation that may be separately awarded or recoverable by the Tenant in the Tenant's own right on account of any and all damages to the Tenant's business by reason of the expropriation and for and on account of any costs or loss to which the Tenant may be put as a result thereof.

Services

(k) The Landlord and any persons authorized by the Landlord shall have the rights to use, install, maintain and/or repair pipes, wires, ducts or other installations in, under or through the Premises for or in connection with the supply of any service to the Premises or any other premises in the Building. Such services shall include without limiting the generality of the foregoing, gas, electricity, water, sanitation, telephone, heating, air conditioning and ventilation.

14. ALTERATIONS AND INSTALLATIONS

Landlord's Permission Required

14.1 The Tenant shall make no alterations, installations, removals, additions or improvements in or about the Premises without the Landlord's prior written consent, such consent not to be unreasonably withheld, and in the event of such consent the Tenant shall have such work performed at the Tenant's sole expense by contractors or tradesmen or mechanics and at such times and in such manner as may be approved in writing by the Landlord.

Removal of Fixtures

14.2 Except as provided herein, all improvements, installations, alterations, additions, partitions, built-in cabinet-work and fixtures, placed there by the Tenant, shall at the expiration or earlier termination of this Lease, be the property of the Tenant. However, if the Tenant does not remove such improvements, installations, alterations, additions, partitions, built-in cabinetwork and fixtures, placed there by the Tenant, from the Premises, the Landlord shall have the option of requiring the Tenant to remove them from the Premises on or before the expiration or earlier termination of this Lease. All articles of personal property and all furniture, machinery and equipment, owned or installed by the Tenant at the expenses of the Tenant in the Premises shall remain the property of the Tenant and may be removed by the Tenant at its expense; provided that the Tenant shall repair any damage to the Premises caused by the aforesaid removal. If at the expiration or earlier termination of this Lease the Tenant does not remove its property forthwith after written demand by the Landlord, such property shall if the Landlord elects be deemed to become the Landlord's property or the Landlord may remove the same at the expense of the Tenant, the cost of such removal to be paid by the Tenant forthwith to the Landlord on written demand, the Landlord not to be responsible for any loss or damage to such property because of such removal.

15. DAMAGE TO OR DESTRUCTION OF THE PREMISES

15.1 Should the Premises or the Building containing them be damaged by fire or other casualty so as to render the premises partially or wholly unfit for occupancy:

(a) If the damage cannot reasonably be repaired within one hundred twenty (120) days after the date thereof, either party may terminate this Lease as of the said date by notice to the other given within thirty (30) days after such damage, and in that case the Tenant shall immediately, surrender the Premises to the Landlord and shall pay rent accrued to the date on which the said damage occurred but shall not be entitled to any damages or compensation;

(b) If the damage can reasonably be repaired within one hundred twenty (120) days after the date thereof or if neither the Tenant nor the Landlord shall have given notice of termination pursuant to the provisions of subsection (a) the Landlord shall at the Landlord's expense forthwith commence and carry out with due diligence the repair thereof, and this Lease shall continue in full force and effect save that the rent hereby reserved shall abate proportionately, having regard to such part of the Demise Premises as has been rendered unfit for occupancy, until the repairs have been completed; provided that there shall be no abatement of rent for any time required for the replacement or repair of any property of the Tenant; and

(c) For the purposes of this section the decision of the Landlord's architect as to whether or not the damage can reasonably be repaired within one hundred and twenty (120) days shall be final and binding.

16. LANDLORD'S EXPENSES ENFORCING LEASE

16.1 In the event that it is necessary for the Landlord to retain the services of a solicitor or any other proper person for the purpose of assisting the Landlord in enforcing any of its rights hereunder in the event of default on the part of the Tenant, the Landlord shall be entitled to collect from the Tenant the cost of all such services on a reasonable solicitor and his own client basis as if the same were rent reserved and in arrears hereunder.

17. MISCELLANEOUS

17.1 The Landlord and the Tenant agree each with the other as follows:

Tenant's Signs

(a) The Tenant may install at the expense of the Tenant and maintain the sign at the Tenant's sole expense, which signs shall remain the property of the Tenant, who shall remove the approved sign at the expiration or earlier termination of the Term provided the Tenant shall:

(i) make good all damage caused by the removal of the Signs from the Premises; and
(ii) ensure all requirements concerning the Signs of any authority having jurisdiction are met;

Overholding

(b) if, at the expiration of this Lease, the Tenant shall, with the consent of the Landlord, hold over for any reason, the tenancy of the Tenant thereafter shall, in the absence of written agreement to the contrary, be from month to month at a rent per month equal to the amount that is one-twelfth of the total Base Rent and additional rent payable by the Tenant in respect of the immediately preceding year under this Lease, that rent to be payable in advance on the first day of each month, and the overholding tenancy shall be upon and subject to all the terms and conditions of this Lease, expect that the tenancy shall be from month to month without any right of renewal;

Landlord's Signs

(c) the Landlord shall have the right, within three (3) months before the expiration of the Term, or any renewal term, if applicable, to place upon the Premises a notice of reasonable dimensions and reasonably placed so as not to interfere with the business of the Tenant, stating that the Premises are for sale or to let, and the Tenant shall not remove that notice or permit the notice to be removed;

Collection of Other Amounts Due

(d) any sums, costs, expenses, or other amounts from time to time due and payable by the Tenant to the Landlord under the provision of this Lease whether by way of indemnity or otherwise, and whether or not expressed to be rent hereunder, may at the option of the Landlord be treated as and deemed to be rent, in which event the Landlord shall have all remedies for the collection thereof, when in arrears, as are available to the Landlord for the collection of rent in arrears, and the Landlord shall be entitled to levy distress upon the goods and chattels of the Tenant;

Interest on Amount in Arrears

(e) when rent or any other amount payable hereunder by the Tenant to the Landlord shall be in arrears, the same shall bear interest at one and a half percent per month (18% per annum) until paid and the Landlord shall have all remedies for the collection of that interest, if unpaid after demand, as in the case of rent in arrears, but this stipulation for interest shall not prejudice or affect any other remedies of the Landlord under this Lease;

Remedies of Landlord are Cumulative

(f) the remedies of the Landlord specified in this Lease are cumulative and are in addition to any remedies of the Landlord at law or equity, and no remedy shall be deemed to be exclusive, but the Landlord may from time to time have recourse to one or more or all of the available remedies specified herein or at law or equity;

Effect of Waiver by Landlord

(g) the failure of the Landlord to insist upon the strict performance of any covenant of this Lease shall not waive that covenant, and the waiver by the Landlord of any breach of any covenant of this Lease shall not waive that covenant in respect of any future or other breach;

(h) the receipt and acceptance by the Landlord of rent or other monies due hereunder with knowledge of any breach of any covenant by the Tenant shall not waive that breach; and

(i) no waiver by the Landlord shall be effective unless made in writing;

Condoning, Etc.

(j) any condoning, excusing, or overlooking by the Landlord of any default, breach, or non-observance by the Tenant at any time or times in respect of any covenant, agreement, condition and proviso herein contained shall not operate as a waiver of the Landlord's rights hereunder in respect of any subsequent default, breach, or non-observance, nor as to defeat or affect in any way the rights of the Landlord herein in respect of any subsequent default, breach or non-observance;

Estoppel Certificate

(k) the Tenant shall from time to time at the request of the Landlord, execute and deliver to any proposed purchaser or proposed or existing mortgagee of the Premises, within 5 business days of such request, a certificate acknowledging the following:

(i) that the Tenant is in possession of the Premises;
(ii) that this Lease is in full force and effect and unamended, or if the same has been amended specifying such amendments;
(iii) that the Landlord is not currently in default under any Term, condition or covenant required to be performed by the Landlord hereunder, or if the Landlord is in default under one or more of such terms, conditions or covenants specifying the nature of each such default;
(iv) the date to which rents hereunder have been paid;
(v) the amount of any deposits hereunder; and
(vi) that there is no right of set-off against any rents due hereunder;

Subordination and Attornment

(l) if required by any mortgagee or holder of any trust deed or trust indenture, this Lease and all rights of the Tenant hereunder shall be subject and subordinated to all mortgages, trust deeds, trust indentures, now or hereinafter existing, which may now or hereinafter affect the Premises and to all renewals, modifications, consolidations, replacements, and extensions thereof; Provided that the Tenant, whenever required by any mortgagee (including any Trustee under a trust deed or trust indenture) shall attorn to such mortgagee as a tenant upon all terms of this Lease. The Tenant agrees to execute and deliver promptly, whenever requested by the Landlord or by such mortgagee, an instrument of subordination or attornment, as the case may be, as may be required of it, and if the Tenant fails to do so within 10 business days after receiving the instrument, the Tenant hereby irrevocably and conclusively authorizes the Landlord to complete, execute, and deliver the instrument for, on behalf of, in the name of, and as agent of, the Tenant;

Registration

(m) The Landlord shall not be required to provide its Lease in registerable form. If the Tenant wishes to register the Lease in the Victoria Land Title Office all costs associated with such registration including the costs of preparing any Lease plan shall be for the Tenant's account. The Landlord agrees to execute, without cost to the Tenant, any documents necessary to affect the registration of the Lease, within seven days of being presented at its address, noted above, such documents for execution.

Lease Entire Agreement

(n) there is no promise, representation, or undertaking by or binding upon the Landlord with respect to any alteration, remodelling, or decorating of or installation of equipment or fixtures in the Premises except those, if any, that are expressly set out in this Lease, and this Lease contains all the covenants, agreements, conditions, and provisos made between the parties hereto; this Lease includes and expressly incorporates by reference Schedule A – Lease Addendum and Schedule B – Right of First Refusal attached hereto.

Paragraph Headings

(n) the section headings in this Lease form no part of this Lease, and shall be deemed to have been inserted for convenience of reference only;

Notices, Etc.

(p) any notice or other communication required or permitted to be hereunder shall be in writing and be given by personal service to the address set forth below:

If to the Landlord:
676955 BC Ltd
#101 – 891 Attree Ave
Victoria BC V9B 0A6
Attention: JIM HARTSHORNE

If to the Tenant:
PAYLINE by ICE INC.
#315 - 877 Goldstream Ave
Victoria, BC

Any notice delivered personally shall be deemed to be received on the day of delivery. Any party may designate a new address by giving written notice to the others.

(q) time is of the essence under this Lease;
(r) that unless the contrary intention appears, the words "Landlord" and "Tenant" wherever they appear in this Lease shall mean respectively "Landlord, its successors and assigns", and "Tenant, its successors and/or permitted assigns";
(s) should the Tenant desire to register this Lease in the Land Title Office, all costs and expenses in putting the Lease in registrable form, including any required plan, shall be paid for by the Tenant;
(t) the Tenant and its employees, agents and contractors shall observe faithfully and comply strictly with such reasonable rules and regulations as the Landlord may from time to time adopt. Written notice of any rules and regulations shall give to the Tenant. Nothing contained in this Lease shall be construed to impose upon the Landlord any duty or obligation to enforce the rules and regulations or the terms, covenants or conditions in any other Lease against any other Tenant of the Building of which the Premises form a part, and the Landlord shall not be liable to the Tenant for violation of the same by any other Tenant or its employees, agents, contractor, visitors or licensees; and

(u) the Landlord does not warrant that any service or facility provided by it hereunder will be free from interruptions caused or required by maintenance, repairs, renewals, modifications, strikes, riots, insurrections, labour controversies, accidents, fuel shortages, Governmental intervention, force majeure, acts of God or other causes or causes. No such interruption shall be deemed an eviction or disturbance of the Tenant's enjoyment of the Premises nor render the Landlord liable in damages to the Tenant nor relieve the Tenant from its obligations under this Lease;

Relief of Landlord on Sale

17.2 If the Landlord sells the Landlord's interest in the Building the Landlord shall be released from all obligations, responsibilities and liabilities under this Lease arising thereafter to the extent that the purchaser of the Landlord's interest assumes the obligations from the Landlord; and

Benefit and Binding

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

18. RENEWAL

18.1 If the Tenant shall duly and faithfully perform the covenants contained in this Lease and shall by notice in writing made or delivered not less than six months prior to the expiration of this Lease, indicate a desire to renew the same, then the Landlord shall at the expiration of the Term, grant to the Tenant a Renewal Lease of the Premises for a further term of THREE years, such new Leases to contain all of the covenants, provisos and agreements as are herein contained, except this covenant for renewal, and, except as to annual rent, the quantum for which shall be negotiated. In the event that the parties are unable to agree as to a proper rental rate, then the same shall be settled by arbitration in accordance with the provisions of the Commercial Arbitration Act of British Columbia, (or any replacement statute), as the same may be in force at that time but at a rental never less than the Base Annual Rent paid by the Tenant during the Initial Term.

It is understood between the parties that the Tenant shall have First Right of Opportunity to Lease the adjoining 160sf office if/when it becomes available at any time during the Lease or renewal period, at the same rental rate as is structured in the Lease term or renewal terms.

19. INDEMNITY COVENANTS

[This section in the original document appears to have been struck out/edited in later amendment pages and is not reproduced verbatim here.]

20. ENVIRONMENTAL MATTERS

20.1 For the purpose of this Section:

(i) "Environmental Contaminant" means any pollutants, contaminants, hydrocarbon contaminants, asbestos materials, hazardous, corrosive or toxic substances, special waste or waste of any kind or other substance which is regulated, prohibited or controlled under any Environmental Law;

(ii) "Environmental Laws" means any statute, regulation, bylaw or other lawful requirement of any governmental authority relating in any way to the environment, health or occupational and safety.

The Tenant shall:

(iii) not use or permit to be used the Premises and Building or any part thereof for the sale, use, storage or manufacture or any other dealing with any Environmental Contaminants;

(iv) not bring or allow any Environmental Contaminant to be brought onto the Premises and Building except in compliance with the Environmental Laws;

(v) comply, and require all those for whom the Tenant is in law responsible to comply, at all times with the Environmental Laws as they affect the Premises and Building;

(vi) promptly notify the Landlord in writing of the existence of any Environmental Contaminant on or emitting from the Premises and Building;

(vii) at its own cost, promptly remediate any contamination of the Premises and Building resulting from Environmental Contaminants brought onto or created on the Premises and Building by the Tenant or its employees, agents, contractors, subtenants, licensees or invitees;

(viii) on the expiry or earlier termination of this Lease, leave the Premises and Building free of any and all Environmental Contaminants;

(ix) protect, indemnify and save each of the Landlord and its directors, officers, employees, agents, successors and assignees completely harmless from and against any and all claims, losses, costs, expenses, fines or damages (including solicitors fees) relating to, arising out of, or resulting in any way from the presence of any Environmental Contaminants on the Premises and Building (including without limitation all costs and expenses of any remediation or restoration of the Premises and Building) or on any property adjoining or in the vicinity of the Lands required or mandated by the Environmental Law.

21. PARKING

The tenant shall be entitled to the use of 4 parking spaces in the parking lot area rent free, during the term of the Lease or any Renewal thereof. Parking is unassigned.

The obligations of the Tenant under this Section shall survive the expiry or earlier termination of this Lease.

IN WITNESS WHEREOF the parties hereto have executed this Lease as of the day and year first above written.

For the LANDLORD:
676955 BC Ltd

(Signature)
Print name: DUNCAN MAGBE

Dated this 1 day of March, 2011

For the TENANT:
PAYLINE by ICE INC.

(Signature)
Print name: PAUL RECHINER

Dated this 1 day of March, 2011

---

EXTENSION OF LEASE AGREEMENT dated 28th day of FEBRUARY, 2011

BETWEEN:
6767955BC LTD.
101-891 ATTREE AVENUE
VICTORIA, B.C. V9B 0A6
(as "Landlord")

AND:
PAYLINE by ICE INC.
315 - 877 GOLDSTREAM AVENUE
VICTORIA, BC
(as "Tenant")

Date of this extension agreement January 14, 2014

WITNESS THAT in consideration of the mutual covenants and agreements hereinafter respectively reserved and contained, the Landlord and Tenant covenant and agree each with the other as follows:

The following terms of the Lease are hereby modified:

1. RENEWAL OF TERM
   The parties agree to renew the Lease for a further 3 year period from March 1/14 to February 28/17.

2. RENT
   The basic net rental payment due has been changed from the commencement date as follows:

IN WITNESS WHEREOF the parties hereto have executed this Lease Addendum day and year first above written.

For the LANDLORD:
676955BC Ltd

(Signature)

For the TENANT:
PAYLINE by ICE INC.

(Signature)

---

AMENDMENT TO LEASE AGREEMENT dated 28th day of FEBRUARY, 2011

BETWEEN:
676955BC Ltd
116 – 967 LANGFORD PARKWAY
VICTORIA, B.C. V9B 0A5
(as "Landlord")

AND:
PAYLINE by ICE INC.
315 – 877 GOLDSTREAM AVE
VICTORIA, B.C.
(as "Tenant")

Date of this amendment January 6, 2015

WITNESS THAT in consideration of the mutual covenants and agreements hereinafter respectively reserved and contained, the Landlord and Tenant covenant and agree each with the other as follows:

The area of the Premisis in 1.1 c is hereby increased 163 sq/ft on the date of this amendment for the addition of the office adjacent to the hallway. The total area is now 1,626 sf.

The Landlord will ensure all lighting and systems are in good working order. It is noted that the lights may be flickering; the Landlord will look after this repair if the Tenant reports it as a problem.

It is also noted that drywall damage exists where a TV was mounted on the wall adjacent to the hallway.

Basic net rent for the remaining months of Years 1-2 is $2,642.25
Basic net rent for Year 3 is $2,710.00

For the month of January 2015 only, the "gross" rent for the additional area is prorated for 3 weeks and is $300 + GST.

All other terms and conditions in the Lease remain the same.

IN WITNESS WHEREOF the parties hereto have executed this Lease Addendum the day and year first above written.

For the LANDLORD:
676955BC Ltd

(Signature)

For the TENANT:
PAYLINE by ICE INC.

(Signature)

---

AMENDMENT TO LEASE AGREEMENT dated 28th day of FEBRUARY, 2011

BETWEEN:
676955BC Ltd
116 – 967 LANGFORD PARKWAY
VICTORIA, B.C. V9B 0A5
(as "Landlord")

AND:
PAYLINE by ICE INC.
315 – 877 GOLDSTREAM AVE
VICTORIA, B.C.
(as "Tenant")

Date of this amendment September 21, 2016

WITNESS THAT in consideration of the mutual covenants and agreements hereinafter respectively reserved and contained, the Landlord and Tenant covenant and agree each with the other as follows:

1. RENEWAL OF TERM
   The Landlord and Tenant agree to renew the Lease a further five (5) years, from March 1/17 to Feb 28/22.

2. RENT
   The basic net rental payment before GST due for five (5) year renewal will be as follows:

March 1/17 to Feb 28/20 - $2,710 per month
March 1/20 to Feb 28/22 - $2,845.50 per month

All other terms and conditions in the Lease remain the same.

IN WITNESS WHEREOF the parties hereto have executed this Lease Addendum the day and year first above written.

For the LANDLORD:
676955BC Ltd

(Signature)

For the TENANT:
PAYLINE by ICE INC.

(Signature)

---

ADDITIONAL NOTES AND ATTACHMENTS

• The Lease contains Schedule A – Lease Addendum and Schedule B – Right of First Refusal (referenced in Lease).
• Multiple amendments and extensions noted above amend rent, term, and premises area (increase to 1,626 sf).
• Insurance coverage requirements modified in subsequent amending agreement to require $5,000,000.00 comprehensive general liability insurance for the Renewal Term (see Lease Amendment Agreement CON23-0022).

---