Report: Nolan Riding Lease Agreement

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t 250.478.7882 e administration@langford.ca 2nd Floor, 877 Goldstream Avenue Langford, BC V9B 2X8

Staff Report to Council

DATE: Monday, March 4, 2024 DEPARTMENT: Administration SUBJECT: Nolan Riding Lease Agreement

EXECUTIVE SUMMARY: The City has the opportunity to lease the remaining available office space on the upper floor of the Jordie Lunn Bike Park Clubhouse (the “Clubhouse”) to Nolan Riding. Nolan Riding is a collective of mountain bike coaches and guides who operate on Vancouver Island who often work in collaboration with Cycling BC and Cycling Canada. Staff are seeking Council approval to enter into a lease agreement with Nolan Riding for the use of office space on the upper floor of the Clubhouse. Public notices have been published in accordance with the Community Charter. BACKGROUND: Over the past few months, Council has reviewed and approved multiple lease agreements within the Clubhouse at Jordie Lunn Bike Park. The leases span across food and beverage, retail, and office space, with a focus on enhancing amenities and services available to the community at the park. On the first floor of the Clubhouse, Broad Street Cycles will operate a bike rental and retail business in the designated retail space, while Rhino Coffee House will lease the food and beverage area. On the second floor, Cycling BC and Cycling Canada will occupy office space, offering cycling programming and activities to clubs, national teams, and the general public. Additionally, there remains approximately 90.67 square feet of office space available for rent on the second floor. Nolan Riding, a collective of mountain bike coaches and guides, has expressed interest in leasing this space from the City. Nolan Riding is known for creating mountain biking experiences for people of all ages, and hosting workshops, camps, and tours through a network of community partnerships. Similar to Cycling BC and Cycling Canada, Nolan Riding plans to operate out of the Clubhouse and bike park, utilizing the park as a central hub for their coaching and programming services. Staff believe that providing office space for Nolan Riding at the park will foster collaboration between them and Cycling Canada/ Cycling BC, helping to create a vibrant mountain biking community at Jordie Lunn Bike Park. Page 284 of 344

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Nolan Riding Lease Agreement 20240304 Council Report Page 2 of 3

COMMENTARY: Staff recommend that the term of the lease be for three years, in accordance with the terms of the agreement as attached. Key terms of the agreement include:  The term will commence on April 1st, 2024;  Nolan Riding has the option to renew for an additional two years, with such approval being subject to the City’s discretion;  Nolan Riding will pay as base rent $2,266.75 annually during the term, to be paid in monthly installments of $188.89;  In addition to rent, Nolan Riding will pay for any utility costs that directly relate to their use of the office space; and  Nolan Riding will indemnify the City and obtain property insurance and general liability insurance in an amount not less than $5,000,000 per occurrence with the City named as an additional insured. FINANCIAL IMPLICATIONS: The base rental amount for the term of the lease is $2,266.75 per year, to be paid in monthly installments of $188.89, plus GST. The rent is based on a price per square foot of $25.00, which is within the range of fair market rental prices for similar office space in the area. LEGAL IMPLICATIONS: Dispositions of land must be approved by the City and proper notice must be given in accordance with the Community Charter; this notice has been given. A lease is considered a disposition of an interest in land in accordance with the Community Charter.

STRATEGIC PLAN INITIATIVES:

 Strategic Priority Three: Economic Development

 Strategic Priority Six: Quality of Life

o 6l: Increased Access to Recreation Infrastructure and Services Page 285 of 344

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Nolan Riding Lease Agreement 20240304 Council Report Page 3 of 3

OPTIONS: Option 1 THAT Council approve the lease agreement with Nolan Riding on the terms as attached with such minor amendments as may be required and that Council authorize the Mayor and Chief Administrative Officer or Corporate Officer to execute the agreement.

OR Option 2 THAT Council decline to enter into the lease agreement with Nolan Riding at this time.

SUBMITTED BY: Sam Prette, Manager of Contracts and Agreements Concurrence: Donna Petrie, Senior Manager of Communications & Economic Development Concurrence: Yari Nielsen, Director of Parks, Recreation and Facilities Concurrence: Matthew Baldwin, MCIP, RPP, Director of Planning and Subdivision Concurrence: Katelyn Balzer, P.Eng., Director of Engineering and Public Works Concurrence: Michael Dillabaugh, CPA, CA, Director of Finance Concurrence: Marie Watmough, Deputy Director of Corporate Services Concurrence: Braden Hutchins, Director of Corporate Services Concurrence: Darren Kiedyk, Chief Administrative Officer

Attachment: DRAFT CON23-0173 Nolan Riding Lease Agreement

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LEASE AGREEMENT CON23-0173

THIS LEASE dated for reference _____________________

AMONG:

CITY OF LANGFORD

877 Goldstream Avenue

2nd Floor

Victoria, B.C., V9B 2X8

(the “Landlord”)

AND:

Nolan Riding A sole proprietorship validly exisƟng in the Province of BriƟsh Columbia and having an address at 3058 Phillips Road Sooke, BC, V9Z 1K7 (the “Tenant”)

AND:

Patrick Nolan 3058 Phillips Road Sooke, BC, V9Z 1K7 (the “Guarantor”)

WHEREAS:

A. The Landlord is the registered owner in fee simple of those lands and permises in the City of Langford having an address at 2990 Irwin Road, Langford, BC V9B 5Y6;

B. The Tenant is a sole proprietorship validly exisƟng under the laws of BriƟsh Columbia;

C. The Guarantor is the owner and operator of the Tenant sole proprietorship;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideraƟon of the terms and condiƟons herein contained, and the sum of $1.00 now paid by the Tenant to the Landlord, the receipt of which is hereby acknowledged by the City, the parƟes agree as follows:

SUMMARY OF CERTAIN BASIC LEASE PROVISIONS Page 287 of 344

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The following is a summary of certain basic Lease provisions, which are referred to in subsequent provisions of this Lease. In the event of any conflict between the contents of this summary and the remaining provisions of this Lease, the remaining provisions will govern.

(a) Name of Landlord:

City of Langford

Address of Landlord: 877 Goldstream Avenue, 2nd Floor

Victoria, B.C., V9B 2X8

(b) Name of Tenant:

Patrick Nolan

Address of Tenant:

3058 Phillips Road Sooke, BC, V9Z 1K7

(c) Tenant’s Trade Name: Nolan Riding

(d) Permited Use

Office space for a company that specializes in high quality mountain bike skills coaching and guiding programs.

(e) Premises – DescripƟon

That area shown outlined in heavy black line on the sketch atached hereto as Schedule B, which is part of the area at the civic address known as Jordie Lunn Bike Park, 2990 Irwin Road, Langford, B.C., V9B 5Y6

(f) Rentable Area

Approximately 90.67 square feet (see Schedule B)

(g) Term

3 years

(h) Term Commencement Date

April 1, 2024

(i) Basic Rent Page 288 of 344

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$2,266.75 per annum during the Term, monthly payments of $188.89

(j) Security Deposit

$188.89

SCHEDULES

1.1 The schedules forming part of this Lease consist of:

Schedule A—DefiniƟons

Schedule B – Plan of Premises

Schedule C - Rules and RegulaƟons

LEASE OF PREMISES

2.1 Demise

In consideraƟon of the Rent, covenants, and agreements reserved and contained in this Lease, which Rent, covenants, and agreements are to be paid, observed, and performed by the Tenant, the Landlord does hereby demise and lease unto the Tenant the Premises and the Tenant does hereby lease from the Landlord the Premises, TO HAVE AND TO HOLD from the Term Commencement Date for and during the Term, unless sooner terminated as hereinaŌer provided.

TERM

3.1 Term

The Term of this Lease shall be for the iniƟal term of three (3) years, beginning on the Term Commencement Date, and subject to earlier terminaƟon or renewal on the terms and condiƟons as set out herein.

3.2 OpƟon to Renew

The Landlord covenants with the Tenant that if:

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(a) the Tenant gives noƟce to the Landlord that the Tenant wishes to obtain renewal of this Lease, such noƟce to be given not later than 6 months prior to the expiraƟon of the iniƟal Term of 3 years;

(b) at the Ɵme of giving such noƟce, the Tenant is not in breach of any covenant or condiƟon herein contained and which has not been remedied; and

(c) the Tenant has duly and regularly throughout the iniƟal Term of 3 years observed and performed the covenants and condiƟons herein contained,

then the Landlord may, at its sole discreƟon, grant to the Tenant at the Tenant’s expense one renewal of the Premises for the renewal term of 2 years (the “Renewal Term”), upon the same terms and condiƟons, not including Basic Rent as is herein contained. The Basic Rent payable during any Renewal Term shall be the greater of the Basic Rent payable during the preceding 12 months of the Term and the then fair market rental value of the Premises as at the commencement of the Renewal Term having regard to the rent payable for similar premises of a similar design, age, and nature in Langford, BriƟsh Columbia. In the event that the Landlord and the Tenant are unable to agree upon the fair market rental value of the Premises as at the commencement of a Renewal Term within 90 days prior to the commencement of that Renewal Term, either the Landlord or the Tenant may, by noƟce in wriƟng to the other, require that such fair market rental value be determined by arbitraƟon conducted by a single arbitrator pursuant to the Arbitration Act (BriƟsh Columbia).

The lease may be renewed twice for a total of 5 years including the original Term.

RENT

4.1 Tenant to Pay Basic Rent and AddiƟonal Rent

The Tenant covenants and agrees to pay to the Landlord notwithstanding the provisions to the contrary herein, or as the Landlord may in wriƟng direct, in lawful money of Canada, without any set-off, compensaƟon, or deducƟon whatsoever, on the days and at the Ɵmes hereinaŌer specified, Rent which will include the aggregate of the sums required to be paid under secƟons 4.1(a) and 4.1(b);

(a) Basic Rent

The Tenant will pay the Basic Rent.

(b) AddiƟonal Rent

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In addiƟon to the Basic Rent, the Tenant will pay for those costs that directly relate to the Tenant’s use of the Premises and Common Areas, which include the cost, charge, or expense for uƟliƟes including water, garbage collecƟon, gas, telephone, internet, electricity, and any other like service rendered to the Premises and Common Areas for the benefit of the Tenant and paid by the Landlord.

4.2 Basis of Determining AddiƟonal Rent Payments

(a) As soon as reasonably possible aŌer the Term Commencement Date and aŌer the start of each Lease Year, the Landlord will furnish to the Tenant an esƟmate of the AddiƟonal Rent to be paid by the Tenant under secƟons 4.1(a) and 4.1(b) for the balance of the then-ensuing Lease Year in the case of the Term Commencement Date and for each Lease Year thereaŌer.

(b) All calculaƟons referred to herein will be made in accordance with generally accepted accounƟng principles and pracƟces applicable to the real estate development industry and applied on a consistent basis.

4.3 Procedure for Payment of Rent

The Tenant will pay the Rent provided for in this ArƟcle 5 promptly and punctually as follows:

(a) Payment of Basic Rent and AddiƟonal Rent

Basic Rent and AddiƟonal Rent instalments described in secƟons 4.1 and 4.2 will be paid on a monthly basis. The Tenant will pay the first monthly instalments of Basic Rent and AddiƟonal Rent on the Term Commencement Date. Where such Term Commencement Date is the first day of a month, such instalments will be in respect of such month. Where such Term Commencement Date is not the first day of a calendar month, Basic Rent and AddiƟonal Rent (where not already adjusted under secƟon 4.2(a)) for the period from such Term Commencement Date to the first day of the next calendar month will be pro-rated on a per diem basis and paid on the first day of the next month, and thereaŌer, subsequent monthly instalments will each be in advance on the first day of each ensuing calendar month.

(b) Post-dated Cheques or Electronic Debit

The Landlord may require the Tenant from Ɵme to Ɵme to furnish the Landlord with a series of post-dated cheques covering the next 12 instalments of Rent and the Tenant will, forthwith upon request, deliver Page 291 of 344

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such cheques to the Landlord. At the Landlord’s request the Tenant will parƟcipate in a pre-authorized payment plan whereby the Landlord will be authorized to debit the Tenant’s bank account each month and from Ɵme to Ɵme during the Lease Year in an amount equal to the Basic Rent and AddiƟonal Rent payable on a monthly basis, and, if applicable, generally any amount payable provisionally pursuant to the provisions of this Lease on an esƟmated basis.

4.4 Rent for Irregular Periods

All Rent reserved herein will be deemed to accrue from day to day, and if for any reason it will become necessary to calculate Rent for irregular periods of less than one year, an appropriate pro-rata adjustment will be made on a daily basis in order to compute Rent for that irregular period.

4.5 Place of Payment

All payments required to be made to the Landlord under this Lease will be made to the Landlord or the Landlord’s agent at the address referred to in Item (a) of the Summary of Certain Basic Lease Provisions, unless otherwise directed by the Landlord.

4.6 Security Deposit

The Tenant has deposited, or forthwith following execuƟon and delivery of this Lease by the Landlord will deposit, with the Landlord the Security Deposit. The Security Deposit will be held by the Landlord as security for the faithful performance by the Tenant of all of the provisions of this Lease to be performed or observed by the Tenant. If the Tenant fails to pay Rent or otherwise defaults with respect to any provision of this Lease, the Landlord may use, apply or retain all or any porƟon of the Security Deposit for the payment of any Rent in default, or for the payment of any other expense that the Landlord may incur by reason of the Tenant’s default, or to compensate the Landlord for any loss or damage that the Landlord may suffer thereby. If the Landlord so uses or applies all or any porƟon of the Security Deposit, the Tenant will within 10 days aŌer demand therefor deposit cash with the Landlord in an amount sufficient to restore the Security Deposit to the full amount thereof. The Landlord will not be required to keep the Security Deposit separate from its general accounts. If the Tenant performs all of the Tenant’s obligaƟons hereunder, the Security Deposit, or so much thereof as has not theretofore been applied by the Landlord, will be returned, without payment of interest or other increment for its use, to the Tenant at the expiraƟon of the Term, and aŌer the Tenant has vacated the Premises in accordance with the provisions of this Lease. No trust relaƟonship is created herein between the Landlord and the Tenant with respect to the Security Deposit.

4.7 Net Lease

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The Tenant acknowledges and agrees that it is intended that this Lease will be a completely carefree net lease for the Landlord except as otherwise provided in the specific provisions contained in this Lease, and that the Landlord will not be responsible during the Term for any costs, charges, expenses, and outlays of any nature whatsoever arising from or relaƟng to the Premises or the Clubhouse, and the Tenant, except as otherwise provided in the specific provisions contained in this Lease, will pay all, or a proporƟonate part of, as the case may be, charges, imposiƟons, and costs of every nature and kind relaƟng to the Premises and the Clubhouse, whether or not referred to herein and whether or not within the contemplaƟon of the Landlord and the Tenant.

4.8 Guarantee

The payment of Rent and the performance of the Tenant’s obligaƟons under this Lease are guaranteed by the Guarantor.

CONDUCT OF BUSINESS

5.1 Use and OperaƟon of Premises

The Tenant covenants with the Landlord that:

(a) Use of Premises

The Tenant will not use or occupy the Premises or any part thereof for any purpose other than the operaƟon of the retail business described in Item (d) of the Summary of Certain Basic Lease Provisions without the prior writen consent of the Landlord. The Tenant will only conduct its business under the name referred to in Item (c) of the Summary of Certain Basic Lease Provisions and will not change the name of the business or pracƟce to be conducted from or in the Premises without the prior writen consent of the Landlord, which consent will not be unreasonably withheld.

(b) No RepresentaƟons as to Use

Notwithstanding Landlord consent or agreement to an applicaƟon or request to the City to use the Premises for a parƟcular use, or for permits, including development, building, and occupancy for such use, the Landlord makes no representaƟons or warranƟes, express or implied, as to the condiƟon or suitability of the Premises, including fixtures, for the Tenant’s use or intended use, and as to whether necessary approvals can be obtained for the Tenant’s use or intended use, and the Tenant acknowledges and agrees that the Landlord makes no such representaƟons or warranƟes and no representaƟons or warranƟes as to Page 293 of 344

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the condiƟon of the Premises and common areas, or any part thereof, including, but not limited to, the HVAC and other building systems, the indoor air quality within the Premises and common areas, and the environmental condiƟon of the Premises and common areas. The Tenant accepts the Premises in its condiƟon at the commencement of the Term and on an “as is/where is” basis and agrees that the use of the Premises and all appurtenances thereto are at the sole risk of the Tenant without any recourse against the Landlord.

(c) Prohibited Uses

The Tenant, at any Ɵme, unless expressly consented to in wriƟng in advance by the Landlord (and without limiƟng the generality of secƟon 5.1(a)):

(i) will not conduct on the Premises an aucƟon sale, nor any “distress sale”, “bankruptcy sale”, “going out of business sale”, “bulk sale”, or any other sale designed to convey to the public that business operaƟons are to be disconƟnued; and

(ii) will only provide services and sell merchandise, if merchandise is being offered for sale, in the regular course of trade as a retail merchant for the purpose for which the Premises are leased.

(d) To Operate During the Term

The Tenant will not during the Term vacate the Premises either in whole or in part, whether actually or construcƟvely, but will:

(i) commence and conduct its business from the enƟre Premises no later than 30 days aŌer the Term Commencement Date; and

(ii) conƟnuously, acƟvely, and diligently carry on in the Premises the type of business for which the Premises are leased to the Tenant.

(e) Signs and AdverƟsing

Except as otherwise approved by the Landlord, the Tenant will not erect or place, or permit to be erected or placed, or maintain any signs of any nature or kind whatsoever either on the exterior walls of the Premises or on the walls of the Clubhouse, if applicable, or elsewhere in the Clubhouse; nor will the Tenant erect or place, or permit to be erected or placed in the display windows any travelling or flashing lights, sign, decoraƟon, letering, Page 294 of 344

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or adverƟsing mater of any kind, including signs placed in the interior of the Premises for exterior view, without first obtaining the Landlord’s writen consent in each instance; and provided further all approved signs will comply with the Landlord’s signage policy in effect from Ɵme to Ɵme and all Applicable Laws. (f) Name of Clubhouse The Tenant will, in referring to the Clubhouse, use only the name designated from Ɵme to Ɵme by the Landlord. (g) AdverƟsing Assignment of Lease The Tenant will not print, publish, post, display, or broadcast any noƟce or adverƟsement with respect to the assignment of this Lease, the subleƫng or licensing of the Premises in whole or in part, or the sale of the business conducted thereon, nor permit any broker or other person to do any of the foregoing, without first geƫng the consent in wriƟng of the Landlord. 6. REPAIRS 6.1 Covenants The Tenant covenants with the Landlord that: (a) Tenant’s Repairs The Tenant will at all Ɵmes during the Term at its own cost and expense: (i) repair, maintain, and keep the Premises in good order and repair, as a prudent owner would do; and (iii) repair, maintain, and keep all equipment, furniture, and fixtures, including atached and unatached trade fixtures, in the Premises in good order and repair and replace the same when necessary, as a prudent owner would do, including, without limitaƟon, any Page 295 of 344

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improvements now or hereaŌer made to the Premises. Responsibility for any repairs over $1,000.00 of any equipment, furniture, and fixtures to be negoƟated between the parƟes

(b) PainƟng

The Tenant will keep well painted at all Ɵmes the interior of the Premises in accordance with the reasonable requests of the Landlord from Ɵme to Ɵme in such colours as will have first been approved in wriƟng by the Landlord, such approval not to be unreasonably withheld or delayed.

(c) Landlord’s ExaminaƟon of Premises

The Landlord and any employee, servant, or agent of the Landlord will be enƟtled, at any reasonable Ɵme during normal business hours and during any emergency, to enter upon the Premises and examine the state of maintenance, repair, and order of the Premises, all equipment and fixtures within the Premises, and any improvements now or hereaŌer made to the Premises, and the Landlord may give noƟce to the Tenant requiring that the Tenant perform such maintenance or effect such repairs or replacements as may be found necessary from such examinaƟon. The failure of the Landlord to give such noƟce will not relieve the Tenant from its obligaƟon to maintain, repair, and keep the Premises and appurtenances in good order and repair as aforesaid and to make such replacements as may be necessary.

(d) Tenant’s Fixtures and Improvements

The Tenant agrees that any goods, alteraƟons, addiƟons, improvements, and fixtures made to or installed upon or in the Premises, whether before or aŌer the Term Commencement Date, other than unatached movable goods and trade fixtures, will immediately upon affixaƟon become the property of the Landlord and remain upon and be surrendered to the Landlord with the Premises as part thereof upon the expiraƟon or earlier terminaƟon of this Lease, unless the Landlord will by noƟce in wriƟng require the Tenant to remove all or some in accordance with secƟon (e) below. The Tenant represents and warrants that it will have legal and beneficial Ɵtle to such goods, alteraƟons, addiƟons, improvements, and fixtures and that such Ɵtle will pass to the Landlord free and clear of all leases, liens, mortgages, charges, security interests, and encumbrances. For greater certainty, the Tenant’s trade fixtures will not include any heaƟng, venƟlaƟng, or air-condiƟoning systems, faciliƟes, and equipment in or serving the Premises, floor coverings affixed to the floor of the Premises either by cement or perimeter fastenings, light Page 296 of 344

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fixtures, storefront, doors, plumbing equipment and fixtures, and internal stairways, all of which are deemed to be leasehold improvements.

(e) Repair and RestoraƟon at the End of Term

At the end of the Term or earlier terminaƟon of the Lease, the Tenant will, at its expense, make good any damage or injury caused to the Premises or the Clubhouse caused by the Tenant during the Term, reasonable wear and tear only excepted.

(f) Landlord’s Right to Enter for Repairs

The agents and representaƟves of the Landlord will have the right to enter the Premises at all Ɵmes during business hours to examine the same, to make alteraƟons or repairs as they will deem necessary for the safety, preservaƟon, proper administraƟon, or improvement of the Premises, the Clubhouse, and any premises adjoining the Premises.

(g) Repair Where the Tenant Is at Fault

If the Clubhouse, or any part of it, requires repair, replacement, or alteraƟon:

(i) because of the negligence, fault, omission, want of skill, act, or misconduct of the Tenant or its officers, agents, employees, contractors, invitees, or licensees;

(ii) due to the requirements of government authoriƟes relaƟng to the Tenant’s conduct of business; or

(iii) as a result of the Tenant stopping up or damaging the heaƟng apparatus, water pipes, drainage pipes, or other equipment or faciliƟes or parts of the Clubhouse,

the cost of the repairs, replacements, or alteraƟons will be paid by the Tenant to the Landlord on demand as AddiƟonal Rent.

(h) Tenant Not to Overload

The Tenant will not install equipment that overloads the capacity of a uƟlity, electrical, or mechanical facility in the Premises and will not:

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(i) bring into the Premises any uƟlity, electrical or mechanical facility or service of which the Landlord does not approve; or

(ii) bring upon the Premises anything that might damage them or overload the floors.

If damage is caused to the Premises or to the Clubhouse as a result of the installaƟon of such equipment or contravenƟon of the provisions of subsecƟons (i) or (ii) of this secƟon 6.1(h) by the act, neglect, fault, want of skill, or misuse of or by the Tenant or its officers, agents, servants, employees, contractors, invitees, licensees, or persons for whom the Tenant is responsible in law or over whom the Tenant may reasonably be expected to exercise control, or by any person having business with the Tenant, the Tenant will repair the damage or, at the Landlord’s opƟon, pay to the Landlord on demand the cost of repairing the damage plus a sum equal to 15% of the costs of the Landlord’s overhead.

6.2 Landlord’s Repair Covenants

So long as the Landlord does not terminate this Lease or elect not to rebuild the Clubhouse under secƟon 6.3, the Landlord covenants with the Tenant as follows:

(a) Landlord’s Repairs

To maintain and repair at its own expense the structure of the foundaƟons, sub-floors, and outer walls (excluding exterior storefronts and the glass component thereof) of the buildings comprising the Clubhouse.

(c) Common Areas and Common FaciliƟes

To maintain in good order and repair the Common Areas and Common FaciliƟes, normal wear and tear only excepted.

(d) HeaƟng, VenƟlaƟng, and Air-condiƟoning

To maintain and operate the HVAC System, and to supply from the HVAC System to the Premises, provided that if the Premises contains an independent heaƟng, venƟlaƟng, and air-condiƟoning system as so designated by the Landlord, the responsibility and expense for maintaining, operaƟng, and replacing that system will rest with the Tenant.

6.3 Damage or DestrucƟon

The Landlord and the Tenant agree that: Page 298 of 344

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(a) Damage or DestrucƟon

(i) Subject to the Landlord’s right of terminaƟon contained in secƟon 6.3(a)(ii) and subject to this secƟon 6.3, if the Premises or any part thereof will at any Ɵme during the Term be destroyed or damaged as a result of a casualty fully insured against by the Landlord, the Landlord will rebuild, repair, and make the Premises fit for the purpose of the Tenant. If such damage or destrucƟon is not caused by or resulƟng from any act, omission, default, or negligence of the Tenant, or persons for whom the Tenant is in law responsible, and if as a result of such occurrence the Premises are rendered unfit either in whole or in part for the business of the Tenant, then the Basic Rent hereby reserved, or a proporƟonate share thereof according to the nature and extent of the destrucƟon or damage sustained, will be suspended and abated unƟl the Landlord will have rebuilt, repaired, or made fit the Premises for the purpose of the Tenant.

(ii) In the event of the substanƟal destrucƟon of the Clubhouse (whether or not the Premises are damaged), the Landlord will, at its opƟon to be exercised within 90 days aŌer the occurrence of such damage or destrucƟon, by noƟce in wriƟng to the Tenant, have the right to terminate this Lease, and upon the giving of such noƟce the Term will forthwith cease and terminate. If the Premises are unfit either in whole or in part for the business of the Tenant, then, provided such damage or destrucƟon is as a result of a casualty fully insured against by the Landlord and not caused by or resulƟng from any act, omission, default, or negligence of the Tenant, or persons for whom the Tenant is in law responsible, including, without limitaƟon, its servants, agents, employees, and contractors, the Basic Rent hereby reserved, or a proporƟonate share thereof according to the extent to which the Premises cannot be used for the business of the Tenant, will be suspended and abated unƟl the Landlord has rebuilt, repaired, or made fit the Premises for the purpose of the Tenant, provided that the Landlord has not exercised its aforesaid right of terminaƟon. If the Landlord has exercised its right of terminaƟon, the Tenant, aŌer receipt of such noƟce of terminaƟon, will forthwith deliver up possession of the Premises to the Landlord and make payment of the Rent in the manner required by secƟons 6.3(a)(i) and 6.3(a)(ii), depending on the circumstances of the damage and destrucƟon as provided for therein. Any Basic Rent that will have conƟnued unabated or Page 299 of 344

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parƟally abated, and all AddiƟonal Rent, will be apporƟoned to the date of such terminaƟon.

(iii) If the damage or destrucƟon referred to in secƟon 6.3(a) is caused by or resulƟng from any act, omission, default, or negligence of the Tenant, or persons for whom the Tenant is in law responsible, and the Landlord exercises its right in secƟon 6.3(a)(ii) to terminate this Lease, the Tenant will pay to the Landlord on the date of terminaƟon that fracƟon of the Tenant Inducements, if any, that has as its numerator the number of days remaining in the Term; and has as its denominator the number of days in the Term as originally provided herein.

(b) Tenant’s ObligaƟon to Rebuild

Subject to secƟon 6.3(a)(iii), in the event of damage or destrucƟon as contemplated by this secƟon, the Tenant will at its sole expense, at the request of the Landlord, repair and rebuild that part of the Premises so damaged or destroyed but without the benefit of any Tenant Inducements.

(c) Landlord’s ObligaƟon to Rebuild

Nothing in this ArƟcle 6 will obligate the Landlord to rebuild the Clubhouse or any part thereof, and if the Landlord elects to rebuild or repair the Clubhouse it may make such changes, alteraƟons, modificaƟons, adaptaƟons, or extensions in, to, or of the original buildings or structures forming part of the Clubhouse, including the locaƟon of the Premises, as it in its unfetered discreƟon will see fit.

COMMON AREAS

7.1 Use of Common Areas

The Landlord hereby grants to the Tenant, its agents, employees, invitees, and other persons transacƟng business with it, in common with all others enƟtled thereto, a licence to have the use of certain Common Areas as designated from Ɵme to Ɵme by the Landlord; provided, however, that such use will be subject to all other provisions contained in this Lease including the Rules and RegulaƟons in Schedule C.

7.2 RegulaƟon of Common Areas

The Tenant acknowledges and agrees with the Landlord that the Landlord will, at all Ɵmes, have the exclusive right of control over the Common Areas and the Common FaciliƟes. Without limitaƟon, the Landlord may in its operaƟon of the Clubhouse: Page 300 of 344

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(i) temporarily obstruct or close off or shut down parts of the Clubhouse for inspecƟon, maintenance, construcƟon, or safety reasons;

(ii) use parts of the Common Areas for merchandising, display, decoraƟons, entertainment, and structures, permanent or otherwise, designed for retail selling or special features or promoƟonal acƟviƟes;

(iii) regulate, acƟng reasonably, all aspects of loading and unloading, delivery and shipping of fixtures, equipment, and merchandise, and all aspects of garbage collecƟon and disposal;

(iv) impose or permit to be imposed reasonable charges for the use of parking faciliƟes that may at any Ɵme be part of the Common Areas; and

(v) make alteraƟons of, addiƟons to, subtracƟons from, or rearrangements of the Clubhouse, build addiƟonal stores in any part of the Clubhouse, and construct addiƟonal stories, buildings, or faciliƟes adjoining or near the Clubhouse.

Despite anything else in this Lease, the Landlord has no liability for diminuƟon or alteraƟon of the Common Areas or Common FaciliƟes that occurs as a result of the Landlord’s exercise of its rights under this secƟon 7.2 or elsewhere under this Lease, and the Tenant will not be enƟtled to compensaƟon or a reducƟon or abatement of Rent, and no such diminuƟon or alteraƟon of the Common Areas or Common FaciliƟes will be deemed to be a construcƟve or actual evicƟon of the Tenant or a default by the Landlord of any obligaƟon for quiet enjoyment contained in this Lease or provided at law.

7.3 Health Emergency

If a Health Emergency exists, the Landlord may amend, supplement, or otherwise enforce any exisƟng Health Emergency rules or regulaƟons in existence, impose addiƟonal rules and regulaƟons, and impose restricƟons to miƟgate or minimize the effects of the Health Emergency. Without limiƟng the generality of the foregoing, during a Health Emergency the Landlord will be enƟtled to:

(a) restrict or limit access to the Premises and the Clubhouse to employees of the Tenant only, and/or to prohibit entry by visitors or invitees for a reasonable period of Ɵme during such event;

(b) require the Tenant to decontaminate all or any part of the Premises, in a manner reasonably approved by the Landlord, failing which the Landlord will be enƟtled to enter the Premises and do so at the Tenant’s expense. Any steps that the Landlord may choose to take are in its sole and Page 301 of 344

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unfetered discreƟon and nothing herein will obligate the Landlord to effect any such decontaminaƟon;

(c) close all or any part of the Premises or the Clubhouse if it determines that it is not safe to conƟnue to operate the Premises or the Clubhouse or certain parts of the Clubhouse; and

(d) specify specific modes of ingress and egress from and to the Clubhouse and the Premises for tenants generally, or for specific tenants, occupants, or invitees who may have a heightened risk of either exposure to a health threat or a heightened risk of transfer of unhealthy condiƟon to other tenants, invitees, or visitors in the Clubhouse or the Premises. The Tenant will, immediately upon becoming aware of same, inform the Landlord of any outbreak of an infecƟous disease amongst its employees where such outbreak may impact the health and/or safety of other tenants in the Clubhouse or lead to a Health Emergency.

Notwithstanding this secƟon 7.3, the Landlord agrees that in its exercise of any rights or enƟtlements under this secƟon 7.3, it will act reasonably.

ACCESS

8.1 Access

The Landlord, its servants, agents, contractors, and representaƟves will be enƟtled at all Ɵmes, except when there would be an unreasonable interference or disturbance with the Tenant’s use of the Premises, to enter upon the Premises for any of the following purposes:

(a) inspecƟng same and carrying out the rights of the Landlord under secƟon 8.1(c);

(b) inspecƟng the performance by the Tenant of the terms, covenants, agreements, and condiƟons of this Lease;

(c) carrying out any obligaƟons of the Tenant that the Tenant has failed to observe;

(d) exhibiƟng the Premises to prospecƟve lessees, purchasers, lenders, or their respecƟve agents; or

(e) any other reasonable purpose,

but no such entry will consƟtute an evicƟon or a breach of the Landlord’s covenant for quiet enjoyment or enƟtle the Tenant to any abatement of rent provided that the Landlord will use commercially reasonable efforts to minimize interference with the Page 302 of 344

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Tenant’s use of the Premises. The Landlord will be provided with a set of keys to the Premises for the purposes in this secƟon 8.1.

INSURANCE

9.1 Tenant to Insure

The Tenant covenants with the Landlord that it will, at the Tenant’s cost and expense, take out and keep in force the insurance described below throughout the Term and any period when it is in possession of the Premises. The Tenant covenants to maintain insurance as follows:

(a) all risks (including flood and earthquake) property insurance in an amount equal to 100% of the full replacement cost:

(i) insuring all property owned by the Tenant, or for which the Tenant is legally liable, or installed by or on behalf of the Tenant, and located within the Clubhouse, including, but not limited to, fiƫngs, installaƟons, alteraƟons, addiƟons, parƟƟons, and all other leasehold improvements; and

(ii) naming the Landlord as a loss payee as their respecƟve interests may appear;

(b) commercial general liability insurance including coverage for death, personal injury liability, contractual liability, non-owned automobile liability, employers’ liability, and owners’ and contractors’ protecƟve insurance coverage, with respect to the Premises and the Tenant’s use of the Common Areas and Common FaciliƟes, with coverage including the acƟviƟes and operaƟons conducted by the Tenant and any other person on the Premises and by the Tenant and other person performing work on behalf of the Tenant and those for whom the Tenant is in law responsible, in any other part of the Clubhouse. These policies will:

(i) be writen on a comprehensive basis with inclusive limits of at least $5,000,000 per occurrence for bodily injury for any one or more persons, or property damage (but the Landlord acƟng reasonably may require higher limits from Ɵme to Ɵme);

(ii) name the Landlord as an addiƟonal insured;

(c) any other form of insurance and with whatever higher limits that the Landlord, acƟng reasonably, may require from Ɵme to Ɵme.

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All policies will:

(a) be taken out with insurers acceptable to the Landlord;

(b) be in a form saƟsfactory to the Landlord;

(c) be non-contribuƟng with, and will apply only as primary and not in excess to any other insurance available to the Landlord;

(d) not be invalidated with respect to the interests of the Landlord by reason of any breach or violaƟon of warranƟes, representaƟons, declaraƟons, or condiƟons contained in the policies; and

(e) contain an undertaking by the insurers to noƟfy the Landlord in wriƟng not less than 30 days before any material change, cancellaƟon, or terminaƟon.

The Tenant will deliver cerƟficates of insurance duly executed by the Tenant’s insurers evidencing that the required insurance is in force, or, if required by the Landlord, the Tenant will deliver cerƟfied copies of each insurance policy as soon as possible aŌer the placing of the insurance. No review or approval of any insurance cerƟficate or insurance policy by the Landlord derogates from or diminishes the Landlord’s rights under this Lease.

9.2 Not to Affect Landlord’s Insurance

The Tenant will not do or permit anything to be done that results in the cancellaƟon or threatened cancellaƟon or the reducƟon or threatened reducƟon of coverage under any insurance policy on the Clubhouse or any part of it. The Tenant will not do or permit to be done, or omit to do, anything that will cause or have the effect of causing the rate of insurance upon the Clubhouse or any part thereof to be increased, and if the insurance rate will be thereby increased the Tenant will pay to the Landlord as AddiƟonal Rent the amount by which the insurance premiums will be so increased. The Tenant will not store or permit to be stored upon or in the Premises anything that is of a dangerous, inflammable, or explosive nature nor anything that would have the effect of increasing the Landlord’s insurance costs or of leading to the cancellaƟon of such insurance. If any insurance policy upon the Premises or the Clubhouse is cancelled or threatened to be cancelled by the insurer by reason of the use and occupaƟon of the Premises or any part thereof by the Tenant or by any assignee, sub-tenant, concessionaire, or licensee of the Tenant, or by anyone permited by the Tenant to be upon the Premises, the Landlord may, at its opƟon upon giving the Tenant 24 hours’ noƟce, terminate this Lease by noƟce in wriƟng, and the Tenant will immediately deliver up vacant possession of the Premises to the Landlord or the Landlord may, at its opƟon and at the expense of the Tenant, enter upon the Premises and recƟfy the situaƟon causing such actual or threatened cancellaƟon or rate increase. If the occupancy of the Premises, the conduct of business in the Page 304 of 344

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Premises, or anything done or omited by the Tenant results in an increase in premiums for the insurance carried by the Landlord with respect to the Clubhouse, the Tenant will pay the increase to the Landlord immediately on demand. In determining whether the Tenant is responsible for increased premiums and the amount for which the Tenant is responsible, a schedule issued by the organizaƟon that computes the insurance rate on the Clubhouse showing the components of the rate will be conclusive evidence of the items that make up the rate.

9.3 Workers’ CompensaƟon

If the nature of the Tenant’s operaƟons is such as to place all or any of its employees under the coverage of local workers’ compensaƟon or similar insurance, the Tenant will also keep in force at its expense, so long as this Lease remains in effect, workers’ compensaƟon or similar insurance according to Applicable Laws and will provide evidence of same to the Landlord.

9.4 No Insurable Interest in Landlord’s Insurance

Notwithstanding the Landlord’s covenant contained in this secƟon and notwithstanding any contribuƟon by the Tenant to the cost of the Landlord’s insurance premiums, the Tenant acknowledges and agrees that: (i) the Tenant is not relieved from liability arising from or contributed to by its acts, fault, negligence, or omissions; (ii) no insurable interest is conferred on the Tenant under any policies of insurance carried by the Landlord; and (iii) the Tenant has no right to receive any proceeds of any insurance policies carried by the Landlord.

EXCLUSION OF LIABILITY AND INDEMNITY

10.1 Liability

It is agreed between the Landlord and Tenant that:

(a) InterrupƟons

The Landlord will not be liable for any interrupƟon of access to the Premises or of the beneficial use of the Premises or of any services or uƟliƟes when such interrupƟon is caused by natural occurrences, riots, civil disturbances, insurrecƟon, terrorism, war, court orders, government acts or orders, public enemy, accidents, epidemics, pandemics, outbreaks of communicable disease, quaranƟnes, Health Emergencies, or other public or naƟonal or regional emergencies, breakage, repairs, electrical voltage fluctuaƟons, strikes, lockouts, other labour disputes, the making of inspecƟons, repairs, alteraƟons, renovaƟons, or improvements to the Premises or the Clubhouse, the inability to obtain an adequate supply of Page 305 of 344

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fuel, gas, steam, water, electricity, labour, or other supplies or if required by insurers or if caused by any other condiƟon beyond the Landlord’s reasonable control, or by delays in the performance of any work for which the Landlord is responsible under this Lease, and the Tenant will not be enƟtled to any damages resulƟng from such failure, nor will failure relieve the Tenant from its obligaƟon to pay all sums due hereunder or consƟtute or be construed as a construcƟve or other evicƟon of the Tenant. If any government enƟty promulgates or revises any statute or ordinance or building, fire, or other code, or imposes mandatory or voluntary controls or guidelines on the Landlord or the Clubhouse or any part thereof, relaƟng to the use or conservaƟon of energy, water, gas, steam, light, or electricity or the provision of any other uƟlity or service provided with respect to the Premises, or if the Landlord is required or elects to make alteraƟons to the Clubhouse in order to comply therewith, the Landlord may do so; and neither such compliance nor the making of such alteraƟons will in any event enƟtle the Tenant to any damages, relieve the Tenant of the obligaƟon to pay any of the sums due hereunder, or consƟtute or be construed as a construcƟve or other evicƟon of the Tenant; and the Landlord will not be in breach of its covenant for quiet enjoyment or liable for any loss, costs or damages, whether direct or indirect, incurred by the Tenant due to any of the foregoing, but the Landlord will make commercially reasonable efforts to restore the services, uƟliƟes or systems so stopped, interrupted or reduced. The Landlord will not be liable for damages, direct, indirect, or consequenƟal or for damages for personal discomfort, illness, or inconvenience of the Tenant or the Tenant’s servants, employees, invitees, or other persons by reason of the failure of the Common FaciliƟes or any of them including, without limitaƟon, the elevators and HVAC Systems or by reason of reasonable delays in the performance of the obligaƟons of the Landlord hereunder, whether or not such equipment failure or delays are caused by the deliberate act or omission or the negligence of the Landlord, its servants, agents, or employees.

(b) Waiver of Liability

The Landlord will not be liable or responsible in any way for, and the Tenant hereby waives all claims against the Landlord with respect to or arising out of:

(i) any death or injury of any nature whatsoever that may be suffered or sustained by the Tenant or by any employee, licensee, invitee, guest, agent, or customer of the Tenant or by any other person upon the Premises, from any causes whatsoever; or for any loss or damage or injury to any property outside or within the Premises Page 306 of 344

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belonging to the Tenant or its employees, agents, customers, licensees, invitees, guests, or any other person, whether or not such damage, loss, injury, or death results from the negligence of the Landlord, its agents, servants, or employees, or others for whom the Landlord is, in law, responsible;

(ii) any injury or damages of any nature whatsoever to persons or property caused by explosion, fire, theŌ, or breakage, by the failure of or defect in sprinkler, drainage, or plumbing systems, by failure for any cause to supply adequate drainage, by the interrupƟon of any public uƟlity or service, by steam, gas, water, rain, snow, or other substances leaking, issuing, or flowing into any part of the Premises, or by natural occurrence, acts of the public enemy, riot, strike, insurrecƟon, war, court order, requisiƟon, or order of government body or authority;

(iii) any damage or inconvenience that may arise from repair, maintenance, or alteraƟon of any part of the Clubhouse, or anything done or omited to be done by any tenant, occupant, or person in the Clubhouse, or by an occupant of adjacent property, or by the public, or by construcƟon of any private, public, or quasi- public work;

(iv) the occurrence of any of the perils covered by, or that would be covered by, the insurance policies that the Tenant is obliged to obtain and maintain in force under the terms of this Lease;

(v) any act or omission (including theŌ, malfeasance, or negligence) on the part of any agent, contractor, or person from Ɵme to Ɵme employed by the Landlord to perform any services including, without limitaƟon, janitorial or security services, in or about the Premises or the Clubhouse;

(vi) any loss or damage, however caused, to money, securiƟes, negoƟable instruments, papers, or other valuables of or held by the Tenant or any employee, licensee, invitee, guest, agent, or customer of the Tenant or by any other person upon the Premises; or

(vii) theŌ or vandalism;

whether caused by the act, omission, or negligence of the Landlord or of any other person for whom the Landlord is in law responsible or otherwise.

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(c) Landlord Entering Premises

Neither the Landlord nor its agents, servants, employees, or contractors will be liable for any damage suffered to the Premises or the contents thereof by reason of the Landlord, its agents, employees, or contractors entering upon the Premises to undertake any examinaƟon thereof or any work therein or in the case of any emergency, and the Landlord will not be in breach of its covenant for quiet enjoyment or liable for any loss, costs, or damages, whether direct or indirect, incurred by the Tenant due to any of the foregoing.

10.2 Indemnity

The Tenant hereby covenants to save harmless and indemnify the Landlord from and against all liability, expenses, costs (including legal fees on a full indemnity basis), damages, losses, claims, acƟons, causes of acƟon, and fines incurred or suffered by the Landlord:

(a) by reason of any breach, violaƟon, non-observance, or non-performance by the Tenant, its servants, agents or others for whom the Tenant is, in law, responsible of any covenant, agreement, provision, or condiƟon of this Lease to be performed or observed by the Tenant including, without limitaƟon, the Rules and RegulaƟons in Schedule C; or

(b) by reason of any damage to or loss of any property, or injury, illness, or death to any person (including, without limitaƟon, the Tenant):

(i) occurring in, on, or about the Premises, or any part thereof, arising at any Ɵme from any cause whatsoever other than solely by reason of the gross negligence or wilful misconduct of the Landlord, its employees or agents; and

(ii) occurring in, on, or about any part of the Clubhouse other than the Premises, when such damage, loss, injury, illness, or death is caused in whole or in part by the negligence or wilful misconduct of the Tenant, its agents, servants, employees, invitees, or licensees (including, without limitaƟon, when such damage, injury, illness, or death has been caused in part by the Landlord, its employees or agents).

Wherever reference is made to the liability of the Tenant in the Lease, such reference shall be deemed likewise to refer to the Guarantor, jointly and severally, with the Tenant. The liability of the Guarantor for the obligaƟons of the Lease shall be primary. The Guarantor hereby waives any obligaƟon on the part of the Landlord to enforce the Page 308 of 344

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terms of the Lease against the Tenant as a condiƟon to the Landlord's right to proceed against the Guarantor hereunder.

10.3 Survival of Covenants

The provisions of this ArƟcle 10 will survive the terminaƟon of this Lease with respect to any damage, injury, illness, or death or other event occurring prior to such terminaƟon.

TENANT ALTERATIONS

11.1 Tenant Improvements

The Tenant may, with the prior writen consent of the Landlord, such consent not to be unreasonably withheld, at any Ɵme and from Ɵme to Ɵme at the Tenant’s expense make such changes, alteraƟons, addiƟons, and improvements in and to the Premises (collecƟvely “improvements” for the purposes of this subsecƟon) provided such improvements will beter adapt the Premises for the purpose of the Tenant’s business and will equal or exceed the then-standard of the Clubhouse; and provided further that no changes, alteraƟons, addiƟons or improvements to the structure, any perimeter wall, the storefront, the sprinkler system, the HVAC System, plumbing, electrical or mechanical equipment, the concrete floor, columns or the roof are made without submission of architectural or engineering plans or specificaƟons to the Landlord and the prior writen consent of the Landlord and without the use of contractors or other qualified workers designated or approved by the Landlord in wriƟng. The Tenant will pay all of the Landlord’s reasonable costs with respect to such improvements. All such improvements, whether structural or otherwise, will comply with Applicable Laws.

11.2 No Charges

The Tenant will not permit, do, or cause anything to be done to the Premises during the period of construcƟon and fixturing of the Premises or at any other Ɵme that would allow any lien, cerƟficate of pending liƟgaƟon, judgment, or cerƟficate of any court, or any mortgage, charge, condiƟonal sale agreement, personal property security, or encumbrance of any nature whatsoever, to be imposed or to remain upon the Ɵtle to the Property, the Premises or the Tenant’s fixtures, trade fixtures, personal property, or leasehold improvements therein. In the event of the registraƟon of any lien, charge, condiƟonal sale agreement, personal property security, or other encumbrance against the Property in the appropriate land Ɵtle office or other government office, the Tenant will, within 10 days’ noƟce thereof, at its own expense immediately cause the same to be discharged whether by payment or giving security or in such other manner as may be permited by law, and failing which the Landlord may, but will not be required to, make any payments required to procure the discharge of such lien, charge, or encumbrance and Page 309 of 344

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the Tenant will forthwith reimburse the Landlord for all expenses (including legal fees on a full indemnity basis) in connecƟon therewith, together with interest thereon at the Prime Rate plus 5% from the date such expenses are incurred unƟl paid.

TAXES AND OTHER COSTS

12.1 Tenant Tax ObligaƟon

The Tenant covenants with the Landlord that the Tenant will pay for its electricity, gas, other fuel, telephone, water, and other similar uƟliƟes consumed on the Premises and all business taxes, garbage taxes, licences, rates, and other charges, taxes, licences, or rates levied or assessed on or in respect of or in relaƟon to the Tenant, the business carried on by the Tenant, and the assets of the Tenant within the Premises, or in respect of any fixtures, machinery, equipment, or apparatus installed in the Premises or elsewhere in the Clubhouse by the Tenant, including taxes that in the Landlord’s opinion are atributable to improvements made by the Tenant whether such taxes, licences, charges, or rates are charged to the Landlord or to the Tenant. The Tenant will, upon request by the Landlord, deliver to the Landlord noƟces of assessments of such rates, levies, charges, and taxes and receipts for payment of the same.

12.2 Goods and Services Tax

In accordance with the applicable legislaƟon the Goods and Services Tax applies to this Lease as per the terms contained herein.

ASSIGNMENT AND SUBLETTING

13.1 Not to Assign

The Tenant covenants with the Landlord that it will not enter into a Transfer of this Lease in whole or in part, nor part with possession of all or any part of the Premises, without the prior writen consent of the Landlord, which consent may be unreasonably withheld.

13.2 Change of Control of Tenant

If the Tenant is a private corporaƟon, any transfer, creaƟon, issuance, sale, assignment, bequest, inheritance, trust, or other disposiƟon or dealing with the shares or voƟng rights or amalgamaƟon or other reorganizaƟon that results in a change in the control of the corporaƟon by reason of ownership of greater than 50% of the voƟng shares of the corporaƟon being held by a person or group of persons will be deemed for the purposes hereof to be a Transfer. This secƟon 13.2 will not apply with respect to the change of control of a corporaƟon whose shares are listed on a recognized security exchange.

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In the event of a Transfer under this ArƟcle 13, the Tenant will forthwith pay to the Landlord, as AddiƟonal Rent, the Landlord’s administraƟve fees and all legal fees, disbursements, and expenses (on a full indemnity basis) in connecƟon therewith.

13.4 No Release

Notwithstanding any Transfer, the Tenant will remain fully liable under this Lease and will not be released from performing any of the terms, covenants, and condiƟons of this Lease.

13.5 OperaƟon of Law

The prohibiƟon against a Transfer, without the consent required by this ArƟcle 13, will be construed to include a prohibiƟon against:

(a) any amalgamaƟon, corporate merger, or Transfer by operaƟon of law; and

(b) a mortgage of this Lease by the Tenant either by way of assignment or sublease and in such event, the provisions of this ArƟcle 14 will, mutatis mutandis, apply to such mortgage.

13.6 No Waiver

The consent by the Landlord to any Transfer will not consƟtute a waiver of the necessity for such consent to any subsequent Transfer.

Tenant’s Right to Early TerminaƟon

Prior to the commencement of the Lease, both parƟes agree to establish a specific threshold for gross sales per fiscal quarter. In the event that the Tenant’s gross sales fall below the specified threshold for two consecuƟve fiscal quarters, the Tenant reserves the right to terminate this Lease upon providing 90 days writen noƟce to the Landlord. Such terminaƟon shall be effecƟve at the end of the noƟce period, and the Tenant shall be responsible for any outstanding obligaƟons up to the terminaƟon date.

LANDLORD’S RIGHTS AND REMEDIES

15.1 Default

If and whenever the Rent hereby reserved, or any part thereof, will not be paid on the day appointed for payment thereof, whether demanded or not, or in the case of breach or non-observance or non-performance of any of the covenants, agreements, provisos, condiƟons, or rules and regulaƟons on the part of the Tenant to be kept, observed, or Page 311 of 344

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performed, or in case the Premises will be vacated or remain unoccupied for 5 days, or if, without the writen consent of the Landlord, the Premises will be used by any person other than the Tenant, or for any purpose other than that for which the same was let, or in case the Term will be taken in execuƟon or atachment for any cause whatever, then and in every such case it will be lawful for the Landlord at any Ɵme thereaŌer to enter into and upon the Premises or any part thereof in the name of the whole and the same to have again, repossess, and enjoy as of its former estate, anything in this Lease contained to the contrary notwithstanding. Whenever the Landlord is enƟtled to re-enter the Premises it may, at its opƟon and without limiƟng its other remedies, terminate the Lease. If this Lease is so terminated, the Landlord, to the extent permited by law, may immediately repossess the Premises, sell or dispose of such Tenant’s fixtures, trade fixtures, personal property, or leasehold improvements therein as the Landlord considers appropriate, or store any of the Tenant’s fixtures, trade fixtures, personal property, or leasehold improvements therein in a public warehouse or elsewhere at the cost of the Tenant, all without service of noƟce, without legal proceedings, and without liability for loss or damage and wholly without prejudice to the rights of the Landlord to recover arrears of Rent or damages for any default by the Tenant of its obligaƟons or agreements under this Lease or of any term or condiƟon of this Lease, and wholly without prejudice to the rights of the Landlord to recover from the Tenant damages for loss of Rent suffered by reason of this Lease having been prematurely terminated, including prospecƟve damages, and the Landlord reserves a right to claim all costs (including legal fees on a full indemnity basis), losses, damages, and expenses arising from the Tenant’s breach.

15.2 Right of Landlord to Relet

If and when the Landlord is enƟtled to re-enter the Premises, the Landlord will have the right, if it thinks fit, to enter the same as the agent of the Tenant either by force or otherwise, without being liable to any prosecuƟon therefor and without terminaƟng this Lease, to make such alteraƟons and repairs as in the Landlord’s opinion are necessary to facilitate a releƫng of the Premises, and to relet the Premises as the agent of and at the risk of the Tenant and to receive the Rent therefor. Upon each such releƫng, all Rent received by the Landlord from such releƫng will be applied: first, to the payment of any indebtedness other than Rent due hereunder from the Tenant to the Landlord; second, to the payment of any costs and expenses of such releƫng, including brokerage and solicitor’s fees, and of costs of any alteraƟons and repairs; and third, to the payment of Rent due and unpaid hereunder. The residue, if any, will be held by the Landlord and applied in payment of future Rent as the same becomes due and payable hereunder. If such Rent received from such releƫng during any month is less than that to be paid during that month by the Tenant hereunder, the Tenant will pay any such deficiency, which will be calculated and paid monthly in advance on or before the first day of each and every month. No such re-entry or taking possession of the Premises by the Landlord pursuant to this secƟon 15.2 will be construed as an elecƟon on its part to terminate this Lease, unless a writen noƟce of such intenƟon is given to the Tenant.

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15.3 Bankruptcy, ReorganizaƟon of Debts, and Winding Up

If, during the Term:

(a) any of the goods or chatels of the Tenant are at any Ɵme seized in execuƟon or atachment by any creditor of the Tenant, or if a receiver or receiver-manager is appointed in respect of any property of the Tenant or the Tenant will make any assignment for the benefit of creditors or will make any bulk sale or become bankrupt or insolvent or take the benefit of any Applicable Law now or hereaŌer in force for bankrupt or insolvent debtors, or if the Tenant receives from any of its secured creditors a noƟce under the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as modified, amended, or replaced from Ɵme to Ɵme, advising the Tenant that the secured creditor intends to realize upon security located at the Premises;

(b) the Tenant takes any acƟon or commences any proceeding, or any acƟon or proceeding is being taken or commenced by another person or persons against the Tenant relaƟng to the reorganizaƟon, readjustments, compromise, or setlement of the debts owed by the Tenant to its creditors, including, without limitaƟon, the filing of a noƟce of intenƟon to make a proposal or the filing of a proposal pursuant to the provisions of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as modified, amended, or replaced from Ɵme to Ɵme, the making of an order under the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as modified, amended, or replaced from Ɵme to Ɵme, or the commencement of any similar acƟon or proceeding by the Tenant or such person or persons; or

(c) the Tenant takes any acƟon or commences any proceeding, or any acƟon or proceeding is being taken or commenced by another person or persons against the Tenant in respect of the liquidaƟon, dissoluƟon, or winding up of the Tenant or other terminaƟon of the corporate existence of the Tenant, including without limitaƟon, any acƟon or proceeding under the Winding-up and Restructuring Act, R.S.C. 1985, c. W-11, the Business Corporations Act, S.B.C. 2002, c. 57, the Canada Business Corporations Act, R.S.C. 1985, c. C-44, all as modified, amended, or replaced from Ɵme to Ɵme, or other similar legislaƟon,

then in any such case at the opƟon of the Landlord this Lease will cease and determine and the Term will immediately become forfeited and void and the then-current month’s Rent and the next ensuing three months’ Rent will immediately become due and be paid and the Landlord may immediately claim the same together with any arrears then unpaid and any other amounts owing to the Landlord by the Tenant, and the Landlord may without noƟce or any form of legal process forthwith re-enter upon and take possession of the Premises and become the owner of and remove the Tenant’s effects therefrom, Page 313 of 344

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any statute or law to the contrary notwithstanding, the whole without prejudice to and under reserve of all other rights, remedies, and recourses of the Landlord.

15.4 Right of Landlord to Seize

The Tenant waives and renounces the benefit of any present or future law taking away or limiƟng the Landlord’s rights against the property of the Tenant and, notwithstanding any such law, the Landlord may seize and sell (either by public or private sale) all of the Tenant’s goods and property that at any Ɵme have been located within the Premises, and apply the proceeds of such sale upon Rent outstanding and upon the costs of the seizure and sale, in the same manner as might have been done if such law had not been passed. The Tenant further agrees that if it leaves the Premises, leaving any Rent unpaid, the Landlord, in addiƟon to any remedy otherwise provided by law, may follow, seize, and sell such goods and property of the Tenant at any place to which the Tenant or any other person may have removed them, in the same manner as if such goods and property had remained upon the Premises.

15.5 Right of Landlord to Perform Tenant’s Covenants

If at any Ɵme the Tenant defaults in the observance or performance of any obligaƟon herein contained on its part to be observed or performed and so oŌen as the default happens, then the Landlord may, but will not be obligated so to do, without waiving or releasing the Tenant from its obligaƟons under this Lease, itself observe and perform the covenant or covenants in respect of which the Tenant has made default or make payment of the amounts the Tenant has failed to pay, and all costs and expenses incurred by the Landlord in the observance or performance of such covenant or covenants, including, without limitaƟon, legal fees on a full indemnity basis.

15.6 Payment of Landlord’s Expenses

If at any Ɵme an acƟon is brought or the Landlord is otherwise required to employ the services of a bailiff, an agent, or its solicitors for recovery of possession of the Premises, recovery of Rent or any part thereof, or because of a breach by act or omission of any covenant herein contained on the part of the Tenant, the Tenant will pay to the Landlord all expenses incurred by the Landlord in the enforcement of its rights and remedies hereunder (including the Landlord’s administraƟve costs in connecƟon therewith and legal fees on a full indemnity basis) together with interest thereon at the Prime Rate plus 5% from the date such expenses are incurred unƟl paid, whether or not any formal proceedings in or before any court, arbitrator, or other tribunal will have been iniƟated.

15.7 Interest

The Tenant will pay to the Landlord interest at the rate equal to 5% per annum above the prevailing Prime Rate on all payments of Rent that have become overdue so long as such Page 314 of 344

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payments remain unpaid. Notwithstanding anything else in this Lease, such interest will not be considered Rent, but the Landlord will have all the same remedies for and rights of recovery with respect to such amounts as it has for non-payment of Rent under this Lease or at law.

15.8 Non-waiver

No condoning, excusing, or overlooking by the Landlord of any default, breach, or non- observance by the Tenant at any Ɵme or Ɵmes in respect of any covenant, proviso, or condiƟon herein contained will operate as a waiver of the Landlord’s rights hereunder in respect of any conƟnuing or subsequent default, breach, or non-observance, or so as to defeat or affect in any way the rights of the Landlord herein in respect of any such conƟnuing or subsequent default or breach, and no waiver will be inferred from or implied by anything done or omited by the Landlord save only express waiver in wriƟng.

15.9 Remedies CumulaƟve

All rights and remedies of the Landlord in this Lease will be cumulaƟve and not alternaƟve. No remedy is exclusive or dependent upon any other remedy. Any one or more remedies may be exercised generally or in combinaƟon. The specifying or use of a remedy under this Lease does not limit the right to use other remedies available at law generally.

MORTGAGES AND ASSIGNMENTS BY LANDLORD

16.1 Sale or Financing of Clubhouse

The rights of the Landlord under this Lease may be mortgaged, charged, transferred, or assigned at any Ɵme and from Ɵme to Ɵme to a purchaser or to a mortgagee or trustee for bond holders, and in the event of a sale or default by the Landlord under any mortgage, trust deed, or trust indenture and the purchaser, mortgagee, or trustee, as the case may be, duly entering into possession of the Clubhouse or the Premises, the Tenant agrees to atorn to and become the tenant of such purchaser, mortgagee, or trustee, under the terms of this Lease.

16.2 SubordinaƟon

This Lease is subject and subordinate to all mortgages, trust deeds, or trust indentures that may now or at any Ɵme hereaŌer affect in whole or in part the Premises or the Clubhouse and whether or not any such mortgage, trust deed, or trust indenture will affect only the Premises or the Clubhouse or will be a blanket mortgage, trust deed or trust indenture affecƟng other lands and premises as well. This Lease will also be subject and subordinate to all renewals, modificaƟons, consolidaƟons, replacements, and extensions of any such mortgage, trust deed, or trust indenture. In confirmaƟon of such subordinaƟon and agreement to atorn, the Tenant will execute promptly upon request Page 315 of 344

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by the Landlord any cerƟficate, instruments of postponement or atornment, or other instruments that may from Ɵme to Ɵme be requested to give effect hereto. The Tenant hereby irrevocably appoints the Landlord as the atorney for the Tenant with full power and authority to execute and deliver such instruments for and in the name of the Tenant.

16.3 Estoppel CerƟficate

Within 10 days aŌer writen request therefor by the Landlord, or if upon any sale, assignment, lease, or mortgage of the Premises or the Clubhouse by the Landlord an estoppel cerƟficate is required from the Tenant, the Tenant will deliver, in a form supplied by the Landlord, an estoppel cerƟficate to any proposed mortgagee, assignee, lessee, or purchaser, or to the Landlord, confirming the basic terms of the Lease and staƟng any modificaƟon or defaults under the Lease by either party and such other information as reasonably required by the Landlord.

16.4 Assignment by Landlord

Nothing in this Lease will restrict the Landlord’s right to sell, convey, assign, or otherwise deal with all or any part of the Clubhouse, subject to the rights of the Tenant under this Lease.

In the event of the sale or lease by the Landlord of the Clubhouse or a porƟon thereof containing the Premises, or the assignment by the Landlord of this Lease or any interest of the Landlord hereunder, and to the extent that such purchaser, lessee under such lease, or assignee has assumed the covenants and obligaƟons of the Landlord hereunder, the Landlord will, without further writen agreement, be freed and relieved of liability upon such covenants and obligaƟons.

OVERHOLDING TENANT

If the Tenant remains in possession of the Premises aŌer the end of the Term and without the execuƟon and delivery of a new lease, there will be no tacit renewal or extension of this Lease or the Term hereby granted, despite any statutory provision or legal presumpƟon to the contrary, and the Tenant will be deemed to be occupying the Premises as a tenant from month to month, at a monthly rent payable in advance on the first day of each month equal to the sum of:

(a) one-tenth of the Basic Rent payable during the last 12 months of the Term; and

(b) one-tenth of the AddiƟonal Rent, payable hereunder during the last 12 months of the Term,

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and otherwise upon the same terms, condiƟons, and provisos as are set forth in this Lease insofar as the same are applicable to a monthly tenancy.

ENVIRONMENT

18.1 Compliance with Environmental Laws

The Tenant will, at the Tenant’s expense, comply and cause any other person acƟng under its authority or control to comply with all Applicable Laws (including, but not limited to, obtaining any required permits or similar authorizaƟons) pertaining to protecƟon, conservaƟon, uƟlizaƟon, impairment, or degradaƟon of the environment (which includes air, land, ground water, surface water, oceans, lakes, rivers, and streams) relaƟng to the Premises or the use of the Premises by the Tenant or those acƟng under its authority or control. The Tenant will not use or permit to be used the Premises for the sale, storage, manufacture, disposal, handling, treatment, generaƟon, use, transport, remediaƟon or any other dealing with any Hazardous Substances without the prior writen consent of the Landlord, which may be unreasonably withheld. Without limiƟng the generality of the foregoing, the Tenant will, at the Tenant’s expense, comply with all Applicable Laws regulaƟng the manufacture, use, storage, transportaƟon, sale, handling, remediaƟon, release, and disposal of Hazardous Substances and will make, obtain, and deliver all reports and studies required by government or regulatory authoriƟes having jurisdicƟon.

18.2 Removal of Hazardous Substances

(a) If any government authority having jurisdicƟon will require the clean-up of any Hazardous Substances held, released, spilled, abandoned, or placed upon the Premises or the Clubhouse or released into the environment in the course of business being carried on from the Premises by or on behalf of the Tenant or as a result of the use or occupancy of the Premises by or on behalf of the Tenant and the land thereunder the Tenant will, at its own expense and in compliance with all Applicable Laws and all requirements of governmental authoriƟes having jurisdicƟon, carry out the work required for the remediaƟon of such Hazardous Substances and will keep the Landlord fully informed of all of its acƟons in respect thereof; and

(b) The Tenant will, prior to the expiry or terminaƟon of this Lease or any renewal or extension thereof, or upon the Tenant vacaƟng a porƟon of the Premises, at the Tenant’s sole expense and in accordance with Applicable Laws, promptly remove or remediate, at the Landlord’s opƟon, all Hazardous Substances and any harmful moulds or harmful airborne substances generated by the Tenant or by the Tenant’s use or occupancy of the Premises or brought onto the Premises or part thereof vacated by the Tenant or those acƟng under its authority or control. For greater certainty, the foregoing obligaƟon of the Tenant will include, without Page 317 of 344

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limitaƟon, the responsibility to, at the Landlord’s opƟon, remove or remediate any Hazardous Substances, harmful moulds, or other harmful airborne substances that have as a result of the operaƟons of the Tenant or the occupancy of the Premises by the Tenant, or any other person acƟng under its authority or control, become affixed to, permeated within or accumulated on or within the Clubhouse. The Tenant will obtain and provide to the Landlord a copy of the Tenant’s environmental consultant’s report or reports with respect to such removal of Hazardous Substances and harmful moulds and other harmful airborne substances.

18.3 Ownership of Hazardous Substances

If the Tenant creates or brings to the Clubhouse or the Premises any Hazardous Substance or if the Tenant will cause there to be any Hazardous Substance at the Clubhouse or the Premises then, notwithstanding any rule of law to the contrary or anything to the contrary contained in this Lease, such Hazardous Substance will be and remain the sole and exclusive property of the Tenant and will not become the property of the Landlord, notwithstanding the degree of affixaƟon to the Premises or the Clubhouse of the Hazardous Substance or the goods containing the Hazardous Substance, and notwithstanding the expiry or earlier terminaƟon of this Lease.

18.4 Survival

The obligaƟons of the Tenant under this ArƟcle 18 will survive the expiry or earlier terminaƟon of this Lease.

QUIET ENJOYMENT

The Landlord covenants with the Tenant that if the Tenant duly and punctually pays the Rent hereby reserved, and duly and punctually performs the covenants herein on its part contained, it will, subject to the terms of this Lease, peaceably possess and enjoy the Premises for the Term hereby granted without any interrupƟon or disturbance from the Landlord or any other person or persons lawfully claiming by, from, or under it, except as set out in this Lease.

NOTICE

Any noƟce, demand, request, consent, or objecƟon required or contemplated to be given or made by any provision of the Lease will be given or made in wriƟng, and either delivered personally or sent by fax or other electronic means or registered mail, postage prepaid, addressed to the Landlord at the address referred to in Item (a) of the Summary of Certain Basic Lease Provisions; and if to the Tenant, addressed to the address referred to in Item (b) of the Summary of Certain Basic Lease Provisions or to such other address Page 318 of 344

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and fax number in Canada of which either Party may from Ɵme to Ɵme noƟfy the other in wriƟng.

The Ɵme of giving or making such noƟce, demand, request, consent, or objecƟon will be, if delivered, emailed, or faxed, when delivered or received, as the case may be, and if mailed, then on the fourth Business Day aŌer the day of the mailing thereof; provided that, if mailed, should there be between the Ɵme of mailing and the actual receipt of the noƟce a mail strike, slowdown, or other labour dispute that might affect delivery of such noƟce, then such noƟce will only be effecƟve if actually delivered. If in this Lease two or more Persons are named as Tenant, such noƟce, demand, request, consent, or objecƟon is sufficiently given or made if and when the same is given or made to any one of such Persons.

GENERAL CONDITIONS

21.1 Compliance with Laws

At the sole cost and expense of the Tenant, the Tenant will comply with and abide by all Applicable Laws in connecƟon with the Premises, and all equipment, machinery, and other faciliƟes therein, and the Tenant’s use, occupaƟon, condiƟon, maintenance, alteraƟons, and repairs thereof, and the Tenant’s use, storage, disposal, and clean-up of Hazardous Substances, whether or not in force at the date hereof and in accordance with all direcƟons, rules, and regulaƟons of the health officer, fire marshal, building inspector, or other proper officers of the City or other agencies, whether municipal, federal, or provincial, having jurisdicƟon, or the insurers of the Landlord. In the event that the Tenant fails to comply with the foregoing provisions, the Landlord may comply on behalf of the Tenant and collect the expense for such work from the Tenant in the same manner as arrears of AddiƟonal Rent.

21.2 Rules and RegulaƟons

The Tenant covenants that it will observe and perform, and will cause its employees, agents, invitees, and others over whom the Tenant can reasonably be expected to exercise control, to observe and perform any and all Rules and RegulaƟons that may from Ɵme to Ɵme be established by the Landlord for the Clubhouse. The Rules and RegulaƟons set forth in Schedule C will be the Rules and RegulaƟons in force unƟl amended by the Landlord. The Landlord will communicate any amendments or changes in such Rules and RegulaƟons to the Tenant in wriƟng, and aŌer communicaƟon such changed or amended Rules and RegulaƟons will be in force unƟl further amendment and noƟce thereof. The Landlord will not be responsible to the Tenant for the non-observance or violaƟon by any other tenant of any such Rules and RegulaƟons.

21.3 Several Tenants

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Should the Tenant comprise two or more Persons, each of them will be jointly and severally bound with the other or others for the due performance of the obligaƟons of the Tenant hereunder.

21.4 Successors and Assigns

Subject to the provisions of this Lease respecƟng assignment, this Lease will enure to the benefit of and be binding upon the Landlord, its successors and assigns, and the heirs, executors, administrators, and other personal legal representaƟves, successors, and permited assigns of the Tenant. No rights will enure to the benefit of any assignee of the Tenant unless the assignment of such rights has been first approved by the Landlord.

21.5 ApporƟonment of Rent

If this Lease is terminated prior to the end of the Term, then without prejudice to the other rights of the Landlord contained herein or at law, the Rent will be apporƟoned and paid in full to the date of such terminaƟon, and the Tenant will immediately deliver up vacant possession of the Premises to the Landlord; provided that, and notwithstanding such terminaƟon, if at the date of such terminaƟon the actual amount of the Rent cannot be exactly ascertained, the Tenant will pay to the Landlord the amount of the Rent as esƟmated by the Landlord and forthwith upon the exact amount of such sum being ascertained, the Landlord and the Tenant will make any readjustments if required.

21.6 No Offer

The Landlord will not be deemed to have made an offer to the Tenant by furnishing to the Tenant a copy of this Lease with parƟculars inserted. Notwithstanding that Rent may be received by the Landlord, no contractual or other rights will exist or be created between the Landlord and Tenant unƟl all ParƟes to this Lease have executed and delivered the same.

21.7 Force Majeure

Despite anything contained in this Lease to the contrary, if the Landlord or the Tenant is, in good faith, delayed or prevented from doing anything required by this Lease because of a strike, labour trouble, inability to obtain materials or services, power failure, restricƟve government laws, orders, decrees, or regulaƟons, riots, insurrecƟon, sabotage, rebellion, war, act of God, terrorism, epidemics, pandemics, or outbreaks of communicable disease, quaranƟnes, Health Emergencies, or other public or naƟonal or regional emergencies, or any other similar reason that is not the fault of the Party delayed, the doing of the thing is excused for the period of the delay and the Party delayed will do what was delayed or prevented within the appropriate period aŌer the delay to the extent possible. The preceding sentence does not excuse the Tenant from payment Page 320 of 344

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of Rent or the Landlord from payment of amounts that it is required to pay, in the amounts and at the Ɵmes specified in this Lease.

21.8 Time of the Essence

Time will be of the essence of this Lease.

21.9 CapƟons

The headings or capƟons appearing in this Lease have been inserted as a mater of convenience and for reference only and in no way define, limit, or enlarge the scope or meaning of this Lease or any provision hereof.

21.10 Governing Law

This Lease will be construed and governed by the laws of the province of BriƟsh Columbia and the laws of Canada as are applicable therein, and the Tenant will atorn to the exclusive jurisdicƟon of the courts of BriƟsh Columbia.

21.11 Covenants

All of the provisions of this Lease will be construed as covenants and agreements as though the words imporƟng such covenants and agreements were used in each separate paragraph.

21.12 Survival of Covenants

All obligaƟons of the Tenant that by their nature require all or part of their performance or fulfilment aŌer the expiry or terminaƟon of the Lease will (whether specifically provided for in this Lease or not) survive the expiry or terminaƟon of the Lease.

21.13 Severability

Should any provision or provisions of this Lease or its condiƟons be illegal or not enforceable, it or they will be considered separate and severable from this Lease, and its remaining provisions and condiƟons will remain in force and be binding upon the ParƟes as though the said provision or provisions or condiƟons had never been included.

21.14 EnƟre Agreement

This Lease consƟtutes the enƟre agreement between the Landlord and the Tenant and may not be modified except as herein explicitly provided or except by subsequent agreement in wriƟng duly signed by the Landlord and the Tenant.

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21.15 RegistraƟon of Lease

Unless required by the Landlord, the Landlord will not be obliged to deliver this Lease in registrable form, despite the Land Title Act, R.S.B.C. 1996, c. 250, and the Property Law Act, R.S.B.C. 1996, c. 377, both as modified, amended, or replaced from Ɵme to Ɵme, and the Tenant will not register or atempt to register this Lease.

21.16 Schedules

The ParƟes acknowledge and agree that all Schedules atached and any further Schedule(s) agreed to by the ParƟes will form part of and be incorporated in this Lease.

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21.18 Counterparts and Electronic Delivery

This Lease may be executed in one or more counterparts, each of which will be an original, and all of which together will consƟtute a single instrument. Further, the parƟes agree that this Lease may be signed by electronic signature (e.g., DocuSign or similar electronic signature technology) and/or transmited by electronic means, and thereaŌer maintained in electronic form, and that such electronic record will be valid, and effecƟve to bind the party so signing, as a paper copy bearing such party’s hand-writen signature. The parƟes further consent and agree that the electronic signatures appearing on this Lease will be treated, for the purposes of validity, enforceability, and admissibility, the same as hand- writen signatures.

IN WITNESS WHEREOF the ParƟes have executed this Lease as of the date first above writen.

CITY OF LANGFORD, by its Authorized

Signatory(ies):

---

Name:

---

Name:

NOLAN RIDING, by its

Authorized Signatory(ies):

---

Name:

---

Name:

Patrick Nolan Page 323 of 344

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SCHEDULE A

DEFINITIONS

In this Lease unless there is something in the context inconsistent therewith, the ParƟes agree that:

(a) “AddiƟonal Rent” means the monies payable under secƟon 4.1(b) together with all other sums of money, whether or not designated as AddiƟonal Rent, to be paid by the Tenant, whether to the Landlord or otherwise, under this Lease save and except Basic Rent and AddiƟonal Rent;

(b) “Applicable Laws” means statutes, regulaƟons, orders, rules, noƟces, policies, guidelines, codes, cerƟficates of authorizaƟon, permits, or direcƟves and other requirements of a government or quasi-governmental authority with jurisdicƟon over any mater;

(c) “Basic Rent” means the minimum annual rent reserved hereunder payable by the Tenant as set forth in Item (i) of the Summary of Certain Basic Lease Provisions;

(d) “Business Day” means a day that is not a Saturday or Sunday nor defined as a “holiday” under the Interpretation Act, R.S.B.C. 1996, c. 238, as modified, amended, or replaced from Ɵme to Ɵme, as amended or replaced from Ɵme to Ɵme;

(e) “Clubhouse” means the Property, together with the buildings, improvements, faciliƟes, air rights, and underground, overhead walkways and easements and appurtenances, from Ɵme to Ɵme located thereon or therein or conƟguous thereto or for the benefit thereof and as they are altered, reduced, or expanded from Ɵme to Ɵme including, without limitaƟon, the Common Areas and Common FaciliƟes serving them or located on or in them from Ɵme to Ɵme;

(f) “City” means the City of Langford, BriƟsh Columbia;

(g) “Common Areas” means those areas of the Clubhouse that, from Ɵme to Ɵme, are not intended to be leased to the tenants of the Clubhouse or are designated from Ɵme to Ɵme by the Landlord as common areas (whether located within or near the Clubhouse, provided that if outside the Clubhouse, the same serve or are for the benefit of the Clubhouse), which designaƟon may be changed by the Landlord from Ɵme to Ɵme, including but not limited to the roof, exterior walls, exterior and interior structural elements and bearing walls, exterior and interior landscaped areas, parking areas (including Page 324 of 344

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roof and below-grade parking, if any), roadways, driveways, truck courts, parcel pick-up faciliƟes, common loading areas, sidewalks (moving or otherwise), tunnels, pedestrian bridges, all enclosed or open centres, courts, fountains, public hallways, service and fire corridors, stairways, escalators, ramps, elevators, public washrooms, administraƟon offices, amenity rooms, meeƟng rooms, recreaƟonal faciliƟes, and any other public faciliƟes if and when provided, and electrical, telephone communicaƟons, meter, valve, mechanical, mail and janitor rooms, and storage areas;

(h) “Common FaciliƟes” means those faciliƟes designated by the Landlord as common faciliƟes, which designaƟon may be changed by the Landlord from Ɵme to Ɵme, including but not limited to the electrical, communicaƟons, mechanical, heaƟng, venƟlaƟng and air-condiƟoning, plumbing and drainage, lighƟng, fire prevenƟon, security, music and public address systems, equipment, and installaƟons, and any enclosures constructed therefor, together with all signage including pylon signs, direcƟonal signs, sign bands, and all signs idenƟfying the Clubhouse and leasable premises located therein;

(i) “Hazardous Substances” means any substance or material whose discharge, release, use, storage, handling or disposal is regulated, prohibited, or controlled, either generally or specifically, by any government authority or quasi-governmental authority pursuant to or under any Applicable Laws, including, but not limited to, any contaminant, pollutant, deleterious substance, or material that may impair the environment, petroleum and other hydrocarbons and their derivaƟves and by-products, dangerous substances or goods, asbestos, PCBs, gaseous, solid and liquid waste, special waste, toxic substance, hazardous or toxic chemicals, hazardous waste, hazardous material or hazardous substances, either in fact or as defined in or pursuant to any Applicable Laws;

(j) “Health Emergency” means a situaƟon in which the Landlord receives a direcƟve, bulleƟn, noƟce, or other form of communicaƟon from a governmental authority, that occupants, tenants, invitees, or contractors working in the Clubhouse are or may be exposed to imminent danger from a disease, virus, or other biological or physical agents that may be detrimental to human health, including, by way of example, Severe Acute Respiratory Syndrome (“SARS”), Avian Flu (H5N1), Swine Flu (H1N1), and Coronavirus (COVID-19);

(k) “HVAC System” means the heaƟng, venƟlaƟng, and air-condiƟoning plants and systems necessary to heat, venƟlate, and air-condiƟon the Common Areas and the premises within the Clubhouse and those premises from Ɵme to Ɵme as having enƟrely separate plants and systems and includes, without limitaƟon, the chilled and heated water systems, freon systems or air Page 325 of 344

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generaƟng faciliƟes and any storage and distribuƟon systems leading therefrom, together with any cooling towers, thermostats, fans, pumps, and all other equipment and faciliƟes connected therewith;

(l) “Landlord” means the Party set forth in Item (a) of the Summary of Certain Basic Lease Provisions and any extension thereof and its authorized representaƟves. In secƟons that contain a release or other exculpatory provision or an indemnity in favour of the Landlord, “Landlord” includes the directors, officers, employees, and agents of the Landlord;

(m) “Lease” means this Lease, all Schedules, and the Rules and RegulaƟons made from Ɵme to Ɵme by the Landlord under the provisions of this Lease;

(n) “Lease Year” means a 12-month period commencing with the first day of January in one calendar year and ending on the last day of December of that year, providing that the first Lease Year will commence on the Term Commencement Date and end on the last day of December next following the Term Commencement Date and the last Lease Year will end on the last day of the Term and commence on the first day of January preceding that date. If the Landlord considers it necessary or convenient for the Landlord’s accounƟng purposes, the Landlord may at any Ɵme and from Ɵme to Ɵme, by writen noƟce to the Tenant, specify an annual date from which each subsequent Lease Year is to commence and, in such event, the then-current Lease Year will terminate on the day preceding the commencement of such new Lease Year and each succeeding Lease Year will terminate on the day preceding such annual date;

(o) “ParƟes” means the parƟes to this Lease and their successors and permited assigns;

(p) “Person” means, if the context allows, a person, firm, partnership or corporaƟon, group of persons, firms, partnerships or corporaƟons, or any combinaƟon of them;

(q) “Premises” means those premises constructed by the Landlord on the Property, having a Rentable Area set out in Item (e) of the Summary of Certain Basic Lease Provisions and shown outlined in heavy black line on the sketch atached hereto as Schedule B;

(r) “Prime Rate” means the annual rate of interest announced from Ɵme to Ɵme by the Landlord’s bank as a reference rate then in effect for determining interest rates on Canadian dollar denominated commercial loans made in Canada;

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(s) “Property” means the lands situate in the City of Langford, and civically described as 2980 Irwin Road, Langford, B.C., V9B 5Y6 and more parƟcularly described as:

PID:

024-763-594

Legal DescripƟon: LOT D SECTION 26 GOLDSTREAM DISTRICT

PLAN VIP70452 EXCEPT PLAN EPP127942;

(t) “Province” means the Province of BriƟsh Columbia;

(u) “Rent” means AddiƟonal Rent and Basic Rent;

(v) “Rentable Area” means the area of the Premises measured from: (a) the exterior face of exterior walls, doors, and windows; (b) the exterior face of interior walls, doors, and windows separaƟng the Premises from Common Areas and/or Common FaciliƟes; (c) the exterior face of interior walls that are not party walls, separaƟng the Premises from adjoining premises; and (d) the centre line of interior party walls separaƟng the Premises from adjoining premises. Rentable Area includes interior space even if it is occupied by projecƟons, structures or columns, structural or non-structural, and if a storefront is recessed from the lease line, the area of the recess is included within the Rentable Area of the Premises;

(w) “Rules and RegulaƟons” means the Rules and RegulaƟons set out in Schedule C adopted, promulgated, revised or amended by the Landlord from Ɵme to Ɵme;

(x) “Security Deposit” means the amount, if any, set forth in Item (l) of the Summary of Certain Basic Lease Provisions and any extension thereof;

(y) “Summary of Certain Basic Lease Provisions” means the summary contained in the first pages of this Lease;

(z) “Tenant” means the Party set forth in Item (b) of the Summary of Certain Basic Lease Provisions and any extension thereof and any Person menƟoned as Tenant in this Lease;

(aa) “Tenant Inducements” means any allowances, inducements, or rent-free periods;

(bb) “Tenant Improvements” means all fixtures, improvements, installaƟons, alteraƟons, and addiƟons now and from Ɵme to Ɵme hereaŌer made, erected or installed, by the Tenant in the Premises;

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(cc) “Term” means the term of this Lease as set forth in Item (g) of the Summary of Certain Basic Lease Provisions and any extension thereof;

(dd) “Term Commencement Date” means the day referred to in Item (h) of the Summary of Certain Basic Lease Provisions and any extension thereof;

(ee) “Transfer” means and includes an assignment of this Lease or a sublease or a licence of all or part of the Premises or any other occupaƟon of the Premises except by the Tenant, as the case may be;

(ff) “Transferee” means and includes an assignee or a subtenant or licensee, as the case may be.

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SCHEDULE B

[Floor Plan of the Demised Premises on subsequent page]

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MECH CLOSET 5'10" x 3'0" (mech use only) ACCESSIBLE WASHROOM#3 6'0" x 10'8" 8' HT. GYPSUM DROP CLG. COFFEE BAR 7'0" x 5'0" SINK OFFICE #1 10'8" x 8'6" 8' HT. T-BAR DROP CEILING MECH. EXHAUST OFFICE #2 10'9" x 14'6" 8' HT. T-BAR DROP CEILING LOUNGE 32'4" x 9'6" / 13'5 STORAGE AREA 10'8" x 7'1" VAULTED CLG (UP) W/D LINEN HALL GYPSUM DROP CLG. ID201A WASHROOM 5'10" x 6'1" 8' HT. GYPSUM DROP CLG. MEETING 10'9" x 16'2" 8' HT. T-BAR DROP CEILING MECH. INTAKE COMMUNITY SPACE 33'1" x 16'4" OPEN TO BELOW 02 03 04 05 06 07 08 09 01 B C D A 02 03 04 05 06 07 08 09 01 B C D A DECK 44'10" x 8'0" VAULTED CLG (UP) VAULTED CLG (UP) VAULTED CLG (UP) VAULTED CLG (UP) R.W.L. FOYER 10'9" x 16'6" 8' CLG. HT. GYP. DROP CLG. HB METAL ROOFING (LOW SLOPE APPLICATION) (TO COMPLY WI. MANUF. SPECS.) SLOPE DN 2:12 COMPOSITE DECKING F F WASHROOM 5'10" x 6'1" 8' HT. GYPSUM DROP CLG. F.D. 1 E8 SECOND FLOOR - PROPOSED SECURITY/ACCESS CONTROL D2 C13 C7 C8 C12 C10 C9 C11 D1 THIS DRAWING AND ALL COPYRIGHT THERIN ARE THE SOLE AND EXCLUSIVE PROPERTY OF THE CONSULTANT. REPRODUCTION OR USE OF THIS DRAWING, IN WHOLE OR IN PART, IS PROHIBITED AND MAY NOT BE USED WITHOUT THE WRITTEN CONSENT OF THE CONSULTANT. JORDIE LUNN CLUBHOUSE 2990 IRWIN RD LANGFORD, BC 10 E5 Page 330 of 344

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SCHEDULE C

RULES AND REGULATIONS

(1) The Tenant will not perform any acts or carry on any pracƟce that may injure the Common Areas or Common FaciliƟes or be a nuisance to any other tenants of premises situated in the Clubhouse.

(2) The Tenant will not burn any trash or garbage in or about the Premises or anywhere within the confines of the Clubhouse.

(3) The entrances, lobbies, elevators, escalators, staircases, and other faciliƟes of the Clubhouse are for use only for access to the Premises and other parts of the Clubhouse, and the Tenant will not obstruct or misuse such faciliƟes or permit them to be obstructed or misused by its agents, employees, invitees, or others under its control.

(4) No safes or other heavy equipment will be moved by or for the Tenant unless the consent of the Landlord is first obtained and unless all due care is taken. Such equipment will be moved upon the appropriate steel-bearing plates, skids, or plaƞorms and subject to the Landlord’s direcƟon, and at such Ɵmes and by such persons as the Landlord will have approved. No fixtures, freight, or bulky mater of any descripƟon will be moved in or out of the Premises or carried in the elevators of the Clubhouse except during such hours as the Landlord has approved. Hand-trucks and similar appliances will be equipped with rubber Ɵres and other safeguards approved by the Landlord and will be used only by prior arrangement with the Landlord.

(5) The Tenant will permit and facilitate the entry of the Landlord, or those designated by it, into the Premises for the purpose of inspecƟon, repair, and other proper purposes, and will not permit access to main header ducts, janitor and electrical closets, and other necessary means of access to mechanical, electrical, and other faciliƟes to be obstructed by the placement of fixtures or otherwise. The Tenant will not place any addiƟonal locks or other security devices upon any doors of the Premises without the prior writen approval of the Landlord. The Landlord’s approval will be subject to any condiƟons imposed by the Landlord for the maintenance of necessary access.

(6) At any Ɵme other than during normal business hours the Landlord may require that all or any persons entering and leaving the Clubhouse saƟsfactorily idenƟfy themselves and register in books kept for the purpose, may prevent any person from entering the Premises unless provided with a key thereto and a pass or other authorizaƟon from the Tenant in a form saƟsfactory to the Landlord, and may prevent any person removing any goods therefrom without writen authorizaƟon. Page 331 of 344

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(7) The Tenant will receive, ship, and take delivery of, and allow and require suppliers and others to deliver and take delivery of, supplies, fixtures, equipment, furnishings, and merchandise only through the appropriate service and delivery faciliƟes provided in the Clubhouse and subject to such further and other regulaƟons as the Landlord may from Ɵme to Ɵme impose.

(8) At the sole cost and expense of the Tenant, the Premises will be kept by the Tenant in a clean, Ɵdy, and sanitary condiƟon and free from rodents, vermin, and the like, and no debris, garbage, trash, or refuse will be placed or leŌ, or be permited to be placed or leŌ in, on, or upon any part of the Clubhouse, but will be deposited by the Tenant in areas and at Ɵmes and in a manner designated by the Landlord from Ɵme to Ɵme. Should any of the items herein menƟoned be of a perishable nature, the same will be kept in a properly refrigerated area provided at the cost of the Tenant. Should there be costs for removal of said items addiƟonal to the removal service provided by the Landlord or by the City or should the City charge for such service then the Tenant will pay for such costs. If such costs are billed to and paid by the Landlord, the Tenant will pay such costs to the Landlord on demand.

(9) The Tenant will not permit the Premises to be used for sleeping.

(10) The Tenant will keep the display windows of the Premises suitably illuminated during the business hours of the Clubhouse, such hours as may be determined from Ɵme to Ɵme by the Landlord and during such other reasonable hours as the Landlord may determine.

(11) In order to maintain saƟsfactory and uniform pest control throughout the Clubhouse, the Tenant will engage for the Premises at its sole cost and expense such pest exterminaƟon contractor from Ɵme to Ɵme as the Landlord directs.

(12) Should the Tenant wish to install drapes or blinds in the exterior windows of the Premises, the Tenant will first have them approved by the Landlord as to colour and design.

(13) The Tenant will keep all windows of the Premises closed at all Ɵmes both day and night unless the air-condiƟoning or venƟlaƟng systems are not operaƟng.

(14) The Tenant will not change any locks to the Premises and all such locks and keys including electronic key cards or systems for such locks will be installed, cut, and made by the Landlord, and any locks installed by the Tenant contrary to this SecƟon may be removed and otherwise changed by the Landlord at the cost of the Tenant and such acƟon on the part of the Landlord will not be deemed to be re- entry on the part of the Landlord. Page 332 of 344

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The foregoing Rules and RegulaƟons, as from Ɵme to Ɵme amended, are not necessarily of uniform applicaƟon, but may be waived in whole or in part in respect of other tenants without affecƟng their enforceability with respect to the Tenant and the Premises, and may be waived in whole or in part with respect to the Tenant without waiving them as to future applicaƟon to the Tenant, and the imposiƟon of such Rules and RegulaƟons will not create or imply any obligaƟon of the Landlord to enforce them or create any liability of the Landlord for their non-enforcement.

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