Common use of Tenant Work Clause in Contracts

Tenant Work. The Tenant shall not, without the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to time.

Tenant Work. The At any time after the Commencement Date, Tenant shall notnot perform any Tenant Work without first: (A) submitting to Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the Landlord's prior written approvalproposed Tenant Work. In the event that Landlord disapproves the Tenant plans, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to whether changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be required deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by of the Tenant (whether or not requiring the Landlord's consent) Work shall comply with all Laws, and shall be carried out performed in a good and workmanlike manner, with quality materials and in accordance with . Tenant shall pay for all Applicable Laws and of the drawings and specifications approved by the LandlordTenant Work, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere to the Landlord's supervision over construction and promptly pay when due Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the cost of all such work and of all materialscontrary contained herein, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract Premises or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis any part thereof in an amount not less than replacement value that exceeds Ten Thousand and No/100 (collectively$10,000.00) Dollars. Any interior non-structural alterations, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten renovations, improvements or other installations that exceed Ten Thousand and No/100 (10$10,000.00) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant Dollars shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to time’s prior written approval.

Tenant Work. The Tenant shall not, without the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or (a) Prior to the Leased Premises which affects in a material way the structure respective Commencement Date for each of ▇▇▇▇ ▇ and Unit 5, Tenant shall, at its cost and expense, (i) complete or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon cause the completion of all Leasehold Improvements (save and except for any Landlord’s Work) which are required to complete ▇▇▇▇ ▇ for Tenant’s business operations thereon; (ii) paint the work, Premises; (iii) carpet the Tenant shall deliver to Premises; and (iv) install an opening(s) in the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out demising wall between Unit 4 and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value Unit 5; (collectively, the "Contractor's Insurance"“Tenant’s Work”). The term of each policy of insurance comprising the Contractor's Insurance , which shall be from no less than the date of base building standard then in effect for the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the Project, all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the applicable provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws Lease and in accordance with the approved “Tenant Design Criteria Manual”, if any, applicable to the Project. (b) Prior to commencing any Tenant’s Work, Tenant shall deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform the Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plans, drawings and specificationsspecifications for the Tenant’s Work for Landlord’s prior written approval; and (iii) copies of all building permits required to be obtained by Tenant prior to commencing the Tenant’s Work, it being understood and agreed that the procurement of any such permits is to be undertaken by Tenant at its sole cost and expense. The Tenant hereby agrees to use its best efforts to complete indemnify and save harmless Landlord from and against any incomplete work damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as noted a result of any delays in commencing and/or completing the Tenant's Architect's certificate ’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premises, the Building or as determined the Project caused during the performance of the Tenant’s Work by arbitrationTenant, its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to the satisfaction of Landlord, or, at Landlord’s option, by Landlord at the expense of Tenant payable on demand, plus fifteen (15%) promptly percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Architect shall be binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with plans and specifications for the Arbitration Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, 1991 in respect of Ontariomaterials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any liability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant’s expense in respect of any of the Tenant’s Work or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as amended or replaced from time Tenant’s contractor. (f) Upon completion of Tenant’s Work, Tenant shall deliver to timeLandlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed.

Tenant Work. The All finish work and other work desired by Tenant shall notand not included within the scope of the Tenant Improvements as set forth in the Construction Documents or in the Additional Work authorized by a duly executed Change Order, without the Landlord's prior written approvalincluding, which approval may but not be unreasonably withheld by the Landlordlimited to, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or computer systems, heating, ventilating, and/or air-conditioning equipment or telephone systems, telecommunications systems and other items (the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The "Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consentWork") shall be carried out furnished installed and paid for by Tenant. A delay in the installation of any Tenant Work will not result in any extension of the Lease Commencement Date. Commencement of any Tenant Work by Tenant shall not constitute acceptance by Tenant of any work by Landlord or Contractor or a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the waiver of any rights Tenant may have against Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings Contractor or others with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor Improvements or Additional Work. 4.1 Access and Entry At a time designated by Landlord and Contractor, Landlord ----------------- agrees to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect Tenant and examine all work being carried out, provided that its agents for the purpose of installing and completing Tenant's cabling related to Tenant's telephone and telecommunications systems. so long as such right of inspection and examination shall access does not be exercised in a manner which would interfere with the construction and completion conduct of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Noticeconstruction or affect Landlord's ability to bring the Premises to Substantial Completion. Either All other Tenant Work shall occur during the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time day period provided to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with for fixturization. With respect to the workTenant Work, Tenant shall adopt a schedule in conformance with the schedule of Landlord's Contractor and (ii) conduct its work in such a certificate issued by manner as to maintain harmonious labor relations so as not to interfere with or delay the work of Landlord's Contractor. Landlord will endeavor to provide Tenant. at no cost, space in or about the Premises, if available, for the storage and staging of Tenant's Architect certifying materials. provided that such storage and staging does not interfere with or delay the work has been completed in accordance with of Landlord's Contractor. Tenant shall be responsible for providing all Applicable Laws insurance and in accordance with the approved drawings for providing any necessary security and specificationsshall use said space at its sole risk. The Tenant agrees to hold Landlord harmless and indemnify Landlord from and against any and all loss, liability or cost arising out of or in connection with the use its best efforts of this storage space by Tenant. Tenant shall be obligated to complete remove any incomplete work as noted in of the stored materials from the storage space prior to the Lease Commencement Date and shall be responsible to repair any damage or clean up any debris resulting from Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timespace.

Tenant Work. The Any work not shown in the Plans, including but not limited to, data and telephone cabling and equipment, furnishings, installation of Tenant’s trade fixtures or cabinetry (collectively “Tenant Work”), shall be separately contracted and paid for by Tenant. Tenant shall not, without the obtain Landlord's ’s prior written approvalapproval of Tenant’s suppliers and contractors prior to commencement of any of Tenant Work, which approval may shall not be unreasonably withheld by the withheld, conditioned, or delayed. If Landlord’s consent is granted, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in then as a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect condition to such work. The Tenant shall ensure that its general contract or takes out consent and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior prior to the commencement of any such workTenant Work, the Tenant shall require submit a schedule to Landlord for its general contractor to provide review and approval, which schedule shall detail the Landlord with proof that the Contractor's Insurance is in place timing and in good standing and to promptly provide the Landlord, on requestpurpose (e.g., a certified true copy description of each insurance policy comprising the Contractor's Insurancework proposed to be performed) of Tenant Work. Tenant shall comply with any reasonable adjustments to Tenant’s proposed schedule requested by Landlord. If the general contractor fails to provide performance of any Tenant Work interferes with the construction of the Improvements or maintain otherwise delays completion of the Contractor's Insurance as required by this sectionImprovements, the same shall be deemed a Tenant Delay under this Sixth Amendment. Subject to the foregoing, Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have give reasonable access to the Leased Premises Tenant’s suppliers and contractors so as to inspect and examine all work being carried outachieve timely completion of any Tenant Work, provided that such right suppliers and contractors shall be under the reasonable administrative control and supervision of inspection and examination Landlord. During completion of any Tenant Work, neither Tenant or Tenant’s contractor shall not be exercised permit any sub-contractors, workmen, laborers, material or equipment to come into or upon the Building if the use thereof, in a manner which Landlord's reasonable judgment, would interfere violate Landlord’s agreement with any union providing work, labor or services in or about the Building or disturb labor harmony with the construction and completion of such workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. If the Landlord gives the Tenant Notice that the work being carried out is deficient any material violation, disturbance, interference or is otherwise not in compliance with the approved drawings and specificationsconflict occurs, which Notice shall contain particulars of the alleged deficiency or non-complianceTenant, the Tenant upon demand by Landlord, shall immediately provide a copy of such Notice cause all contractors or subcontractors or all materials causing the violation, disturbance, interference, difficulty or conflict, to leave or be removed from the Tenant's architect and shall immediately attempt to cure such deficiency Building or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible timeCommon Areas immediately. The Tenant's architect shall promptly notify the Landlord whether or Except to the extent he/she concurs arising out of Landlord’s gross negligence or willful misconduct, Tenant shall indemnify and hold Landlord harmless from and against all claims, suits, demands, damages, judgments, costs, interest and expenses (including attorneys fees and costs incurred in the defense thereof) to which Landlord may be subject or suffer when the same arise out of or in connection with the provisions of use of, work in, construction to, or actions in, on, upon or about the Landlord's Notice. Either the Landlord Remaining Premises by Tenant or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act’s agents, as amended contractors, directors, employees, licensees, officers, partners or replaced from time to time) of such workshareholders, the Tenant shall deliver involving any actions relating to the Landlord (i) copies installation, placement, removal or financing of all guarantees and warranties provided by any contractorsTenant Work, subcontractorsimprovements, fixtures and/or equipment in, on, upon or material suppliers with respect to about the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timeRemaining Premises.

Tenant Work. The Before beginning any repair or Alteration or any work affecting Lines (collectively, “Tenant Work”), Tenant shall notdeliver to Landlord, without the and obtain Landlord's prior written approval’s approval of, which (a) names of contractors, subcontractors, mechanics, laborers and materialmen; (b) evidence of contractors’ and subcontractors’ insurance; and (c) any required governmental permits. Such approval may shall not be unreasonably withheld by the Landlordprovided that Landlord may designate specific contractors for work relating to mechanical, make any changeelectrical, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical HVAC, fire/life-safety and mechanical equipment or systemssprinkler systems and for vertical Lines (provided that, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with reasonably feasible, more than one contractor per trade is named, or, if only one contractor is available, such contractor is available to perform the provisions of the Landlord's Noticework for a commercially reasonable cost). Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord perform all Tenant Work (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner using materials of a quality reasonably approved by Landlord; (ii) in compliance with any approved plans and agrees specifications and any approved modifications thereto, all Laws, the National Electric Code, and Landlord’s reasonable construction rules and regulations; and (iii) in a manner that does not impair the Base Building. Tenant shall notify Landlord at least 15 business days before commencing any work in the Premises. If, as a result of any Tenant Work, Landlord becomes required under Law to use its best efforts to perform any inspection, give any notice, or cause any noted deficiencies or incomplete work such Tenant Work to be remedied within a performed in any particular manner, Tenant shall comply with such requirement and promptly provide Landlord with reasonable period given documentation of such compliance. Landlord’s approval of Tenant’s plans and specifications shall not relieve Tenant from any obligation under this Section 6.3. In performing any Tenant Work, Tenant shall not use contractors, services, labor, materials or equipment that, in Landlord’s reasonable judgment, would cause labor disharmony with any workforce or trades engaged in performing other work or services at the nature of the deficiency. Any dispute between Landlord Project, and Tenant arising under shall take all actions necessary to resolve any provisions such labor disharmony, including, promptly upon Landlord’s request, termination of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration any work in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time Premises giving rise to timesuch labor disharmony.

Tenant Work. The Landlord and Tenant acknowledge and agree that certain work ----------- required for Tenant's occupancy of the Premises, including the procurement and installation of furniture, telephone systems and wiring, fixtures, art work and signage ("Tenant's Work"), may be beyond the scope of the Tenant Improvements, and may be performed by Tenant or its contractors at Tenant's sole cost and expense subject to the approval of Landlord and Tenant's compliance with this Subparagraph 6(d). Tenant shall notadopt a construction schedule for Tenant's Work in conformance with the Work Schedule, without the and shall perform Tenant's Work in such a way as not to hinder or delay Landlord's prior written or Landlord's Contractor's operations in the Buildings. Tenant's use of elevators in connection with any Tenant's Work shall be arranged with Landlord and shall be subject to Landlord's approval, which approval may not be unreasonably withheld . Any costs incurred by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in Landlord as a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details result of any such proposed work which requires the interference with Landlord's approval including drawings and specifications conforming or Landlord's Contractor's operations by Tenant or its contractors shall be paid by Tenant to good engineering practice which have been prepared by qualified engineers and designers. Within ten Landlord within five (105) business days after written demand from Landlord. (Any delays which arise by reasons fully outside the control of receipt Tenant or its contractors, and not arising as a result of Tenant's prosecution of Tenant's Work, shall not give rise to a demand by Landlord for such costs.) Tenant's contractors shall be subject to the administrative supervision of Landlord's Contractor. Tenant's work shall comply with all of the following requirements: (i) Tenant's request for approvalWork shall not proceed until Landlord has approved the following in writing: Tenant's contractors, proof that Tenant's contractors currently have licenses in good standing with the State of California Contractors State License Board, proof of the amount of coverage of public liability and property damage insurance carried by Tenant and Tenant's contractors in the form of insurance certificates with a valid endorsements naming Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good Contractor as additionally insured and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis each in an amount not less than replacement value one million dollars (collectively$1,000,000.00), the "Contractorcomplete and detailed plans and specifications for Tenant's Insurance"). The term of each policy of insurance comprising the ContractorWork and Tenant's Insurance detailed scheduled for Tenant's Work. (ii) Tenant's Work shall be from the date performed in conformity with a valid permit when required, a copy of the commencement of the which shall be furnished to Landlord before such work until ten (10) days after the work has been completedis commenced. The Tenant In any event, all Tenant's Work shall during the term of the Contractor's Insurance monitor the limit of both the comply with all risks property insurance applicable laws, codes and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement ordinances of any such work, governmental entity having jurisdiction over the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's InsuranceBuildings. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have no responsibility for Tenant's failure to comply with such applicable laws. Delays in obtaining final approvals allowing occupancy of the right space which are wholly or partially due to provide and maintain such insurance, in which case Tenant's activities are the cost thereof responsibility of Tenant. (iii) Tenant shall promptly pay Landlord upon demand for any extra expense incurred by Landlord by reason of faulty work done by Tenant or its contractors. (iv) Tenant's Work shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance completed in a lien-free and paid or absorbed by the Landlord first-class and workmanlike manner shall be reimbursed by the subject to (and Tenant forthwith on demand. During the course of construction, the Landlord shall comply with) Subparagraphs 13(e) and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars (f) of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice Lease with respect to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions Work. EXHIBIT "C" ----------- Page 4 of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to time.8 Pages

Tenant Work. (a) The Tenant completed interior design drawings, layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises shall notbe annexed hereto and, without as of the Landlord's prior written approvaldate of such annexation, which approval may not made a part of this Lease as Exhibit C‑1 and shall be unreasonably withheld referred to as the "Plans and Specifications" (it being agreed to by the Landlord, make any change, alteration, repair, addition or improvement in or to parties that the Leased Premises which affects in a material way Plans and Specifications shall be based on the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, preliminary space plans attached hereto as Exhibit C-3 (the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof“Preliminary Plans”)). The Tenant shall submit Workletter, annexed hereto as Exhibit C-2, sets forth in detail the parties' understanding regarding building standards, Tenant Work and certain other aspects of Tenant Work in the Building. (b) Construction, according to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings Plans and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten Specifications (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the "Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consentWork") shall be carried out and pursued to completion with reasonable diligence by and at the expense of Tenant and with the cooperation of Landlord, upon the terms and conditions set forth below. Tenant may begin Tenant Work on the later of March 1, 2016 and the approval by Landlord of the Plans and Specifications (which approval shall not be unreasonably withheld so long as the Plans and Specifications reflect the Preliminary Plans): (i) Prior to commencing any Tenant Work, Tenant shall furnish to Landlord a written list of general contractors who are proposed to perform such work. Such general contractors (and all contractors) shall be first-class contractors and shall maintain current licenses with applicable governmental and/or other enforcement authorities. Tenant shall furnish to Landlord copies of such general contractors’ and other contractors’ insurance policies, including workers compensation, public liability and property damage, all in amounts and with companies acceptable to Landlord. Landlord shall have the right to reject such proposed general contractors by written notice to Tenant within ten days of Landlord's receipt of the above information. (ii) Tenant shall promptly apply for all approvals and permits legally required in connection with the performance of Tenant Work. If necessary, Landlord shall join in the execution of the applications, and at Tenant's request, shall cooperate with the prosecution of the application (and Landlord shall not charge Tenant any fees in connection therewith). Tenant shall bear all fees, costs and expenses in connection with the applications. Tenant shall prosecute the applications diligently and use its best efforts to seek the approvals and permits applied for and shall provide Landlord with copies of all permits and approvals upon receipt thereof. Tenant shall advise Landlord of its progress from time to time and upon request by Landlord. (iii) Promptly after all requisite approvals and permits have been granted, Tenant shall commence the performance of Tenant Work and shall diligently prosecute Tenant Work to completion. (iv) Tenant shall perform or cause to be performed all of Tenant Work in accordance with the Plans and Specifications, all requirements of regulations of any applicable public authority, and the terms and conditions of all insurance policies and shall do so in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings Tenant Work shall in no event interfere with building systems or with any other tenant’s use and specifications approved quiet enjoyment of such tenant’s leased space in the Building. Notwithstanding any failure by Landlord to object to any such Tenant Work Landlord shall have no responsibility therefor. Tenant agrees to save and hold Landlord harmless as provided in the LandlordLease for said Tenant Work. (v) Tenant's contractors shall have access to the Demised Premises during Business Hours (as defined in Exhibit D hereto) and Landlord shall provide water, heating or cooling to the extent such services are being provided to the Demised Premises pursuant to the terms of this Lease. Tenant's contractors may have access to the Demised Premises beyond Business Hours if Landlord approves in writing, and shall be performed by contractors water, heating or cooling at Tenant’s request, if Tenant agrees to pay utility overtime charges on an hourly basis as set forth in the Rules and subcontractors who have been approved in advance by the Landlord and by competent workers. The Regulations (defined herein). (vi) Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the provide Landlord with "as built drawings" upon completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings Work. (vii) If any governmental authority requires that a certificate of occupancy be issued with respect to such work. The the Demised Premises as a result of Tenant Work, Tenant shall ensure that its general contract or takes out apply for, obtain such certificate of occupancy and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice thereof to the Landlord prior to Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions ’s occupancy of the construction contract with its general contractor or otherwise with Demised Premises. (c) Tenant acknowledges that the intention Building is a multi-tenant building, and that such alleged deficiency or non-compliance be rectified Landlord and other tenants in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined Building and their respective contractors will be performing tenant fit-up work and other construction in the Construction Lien Act, as amended or replaced Building from time to time) of , during both Business Hours and non Business Hours. Any such work, the Tenant work or other construction shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers not unreasonably interfere with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted ’s business operations in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timeBuilding.

Tenant Work. The Tenant shall not, without cause to be completed upon the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether applicable laws, ordinances or not requiring the Landlord's consent) shall be carried out in a good regulations and workmanlike mannerorders of federal, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlordstate or other governmental authorities, and shall be performed by contractors and subcontractors who have been approved in advance by those improvements, other than the Landlord Improvements, which are necessary or desirable to Tenant in order to make the Premises suitable for Tenant's use and by competent workers. The occupancy ("Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's InsuranceWork"). The term of each policy of insurance comprising the Contractor's Insurance Tenant Work shall be from subject to the date of the commencement of the work until following conditions: (i) Not later than ten (10) days after prior to commencing the work has been completed. The Tenant Work, Tenant shall during the term provide Landlord with plans and specifications of the Contractor's Insurance monitor the limit of both the all risks property insurance Tenant Work, and the boiler identity of the general contractor engaged by Tenant to perform the Tenant Work. (ii) Tenant or Tenant's contractor shall, throughout the period of construction, procure and pressure maintain building's risk insurance included coverage in the Contractor's Insurance an amount sufficient to include cover the cost of changes in Tenant Work, and naming the work. The Tenant and Landlord as additional insureds, as their interests may appear. (iii) Tenant shall also ensure that promptly pay and discharge all costs, expenses, damages and other liabilities which may arise in connection with or by reason of the Landlord is added as an additional insured to Tenant Work. (iv) Tenant shall not permit the Contractor's Insurance. Prior to the commencement filing of any such workmechanic's lien and, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within within thirty (30) days after written notice of substantial completion its existence thereof from Landlord shall discharge or bond over any mechanic's lien for material or labor claimed to have been furnished to the Premises on Tenant's behalf (as such term in defined in the Construction Lien Act, as amended or replaced from time except for work contracted for by Landlord). Prior to time) commencing any of such work, the Tenant Work, Tenant shall deliver to the Landlord (i) copies file waivers on behalf of all guarantees and warranties provided by any contractors, subcontractors, each contractor waiving such contractor's night to file for or material suppliers with respect to the work, claim a mechanic's lien under Pennsylvania's Mechanic's Lien Law and (ii) provide to Landlord a certificate issued by the Tenant's Architect certifying that the work has been time-stamped cover of such filings. (v) The Tenant Work shall be completed in accordance with all Applicable Laws the plans and in accordance with the specifications and construction schedule prepared by Tenant and attached hereto or provided to Landlord, subject to changes as may be approved drawings and specifications. by Tenant pursuant to a written change order signed by Tenant. (vi) The Tenant agrees Work will not weaken or impair the structural integrity or lessen the value of the Premises or any part thereof (vii) Not later than two (2) business days prior to use its best efforts to complete any incomplete work as noted in commencement of the Tenant Work, Tenant shall obtain, at Tenant's Architect's certificate (or as determined by arbitration) promptly sold cost and in a good expense, all permits and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature approvals necessary for construction of the deficiency. Any dispute between Tenant Work and shall provide a copy of same to Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timepromptly upon receipt.

Tenant Work. The Tenant shall not, without the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10a) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required responsible for retaining an architect (the “Architect”) to design the interior of the Demised Premises (and Tenant shall be responsible for all costs and expenses of the Architect). Tenant shall cause the Architect to deliver to Landlord complete interior construction drawings, including without limitation layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises, on the Termination Dateor before July 15, to remove such alterations 2005. Tenant Work shall be performed, and restore the Leased Premises Landlord shall be reimbursed if applicable, in accordance with Section 2.5. All work carried out by Exhibit C-2 annexed hereto. (b) At such time as they become available, the completed interior construction drawings, including without limitation layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises shall be annexed hereto and, as of the date of such annexation, made a part of this Lease as Exhibit C-1 and shall be referred to as the “Plans and Specifications.” The Tenant Workletter, annexed hereto as Exhibit C-2, sets forth in detail the parties’ understanding regarding building standards, Tenant Work and certain other aspects of Tenant Work in the Building. (whether or not requiring c) Construction, according to the Landlord's consentPlans and Specifications ("Tenant Work”) shall be carried out in a good and workmanlike mannerpursued to completion by Landlord, with quality materials and in accordance with all Applicable Laws the cooperation of Tenant. Landlord need not begin Tenant Work until the later of the date hereof and the drawings and specifications approved approval by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure Plans and Specifications (it being agreed that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of constructioncomplete interior construction drawings, including without limitation, damage due to flood or earthquakes, limitation layouts and interior specifications and HVAC drawings for the full replacement value preparation of the workDemised Premises, shall be required in order for Landlord to determine whether it shall approve the Plans and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"Specifications). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten In that connection: (10i) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the sole right to provide designate general contractors and maintain such insurance, in which case the cost thereof shall be payable by subcontractors for the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Work. (ii) Landlord shall apply for all approvals and permits legally required in connection with the performance of Tenant Work. If necessary, Tenant shall join in the execution of the applications, and at Landlord’s request, shall cooperate with the prosecution of the application. Tenant shall bear all fees, costs and expenses in connection with the applications including any reasonable out-of-pocket legal expenses incurred by Landlord in connection obtaining such approvals and permits (it being understood that such fees, costs and expenses will be reimbursed by included in the Tenant forthwith on demand. During the course of constructionWork Allowance described in Exhibit C-2, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timeallowance is applicable).

Tenant Work. The Tenant shall not(a) Within ten days (10) after the date of this Lease (if applicable), without the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to Landlord completed interior design drawings, layouts and interior finish specifications for the Landlord adequate details preparation of any such proposed work which requires the Demised Premises. Landlord's approval including , at its sole cost and expense, shall cause to be prepared all working, detailed construction drawings and specifications conforming for the Tenant Work (as hereinafter defined) which shall become a part of this Lease and referred to good engineering practice as the “Plans and Specifications”. The Tenant Work is described in the Tenant Improvement Workletter annexed hereto as Exhibit C, which have been prepared sets forth in detail the parties’ understanding regarding the scope of work to be provided to Tenant by qualified engineers Landlord (“Tenant Work”) and designers. Within ten (10) business days of receipt consists of the Tenant's request for approvalInitial 1st Floor Tenant Improvement Work (as defined in Exhibit C), the 3rd Floor Tenant Improvement Work (as defined in Exhibit C) and the Expansion Space Tenant Improvement Work (as defined in Exhibit C). (b) Landlord shall either give its approval or describe in writing with reasonable particularity complete the reasons for denying the same. At the time construction of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination DateWork, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant Improvement Workletter, in the following manner: (whether i) Landlord shall arrange for the performance of the 3rd Floor Tenant Improvement Work on or not requiring prior to the Landlord's consentCommencement Date and shall arrange for the performance of the Initial 1st Floor Tenant Improvement Work and the Expansion Space Tenant Improvement Work after the Commencement Date; (ii) Within a reasonable time consistent with the target Commencement Date, after completion of the Plans and Specifications (if required), which shall be carried out approved and initialed by Tenant, Landlord shall apply to the appropriate governmental authorities for any construction permit(s) which may be required in connection with Landlord’s performance of Tenant Work. (iii) Within a reasonable time consistent with the target Commencement Date, after the issuance of such construction permit(s), or if no permit is required, within a reasonable time after the execution of this Lease, Landlord shall commence to perform Tenant Work and shall diligently prosecute such work to completion. Landlord shall perform all work provided for in the Plans and Specifications (or in accordance with Exhibit C if no Plans and Specifications are required) in compliance with the applicable Building Codes and in a good and workmanlike manner, with quality materials and . Tenant shall advise Landlord immediately in accordance with all Applicable Laws and writing of any objection to the drawings and specifications approved by performance of the Landlord, Tenant Work. (iv) Landlord shall arrange for any inspections and shall apply for and obtain any Certificate of Occupancy required by any governmental authority. (v) If prior to or during construction, Tenant elects to change the scope of Tenant Work (“Work Changes”) and/or Tenant requests additional work (“Additional Work”) other than Tenant Work to be performed by contractors and subcontractors who have been approved in the Demised Premises, then provided such Work Changes or Additional Work adds to Landlord’s estimated costs, Tenant shall pay for any additional costs in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the workAdditional Work or Work Changes and upon receipt of invoice from Landlord. (vi) In the event of a default by Tenant in any payment required on account of Tenant’s Work, the Tenant shall deliver Work Changes or Additional Work costs prior to the Tenant’s occupancy of Demised Premises, Landlord "as built" CAD drawings with respect shall, in addition to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insuranceall other legally allowable remedies, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, same rights as in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable Event of Default in Rent under the Contractor's Insurance and paid or absorbed by Lease. (vii) To the Landlord extent necessary, Tenant shall be reimbursed by responsible for moving all business equipment, furniture and all personal property (files, wall hangings, valuables, etc.) as may be required in connection with Landlord commencing and performing any of the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timeWork.

Tenant Work. (a) The Tenant shall notnot make any additional alterations or additions, structural or non‑structural, to the Premises without first obtaining the Landlord's prior written approvalconsent of Landlord on each occasion, which approval may consent shall not be unreasonably withheld by withheld, conditioned or delayed. Any such alterations or additions are referred to herein as “Tenant Work”. For non-structural alterations or additions valued at less than $200,000 which do not affect any of the Landlordexterior, make any changelobbies, alterationelevator, repairroof, addition structure, or improvement building systems in or to at the Leased Premises which affects in Building, Landlord’s consent shall not be required (“Minor Alterations”) provided, however, that (i) if such Minor Alteration requires a material way building permit from the structure applicable municipal authority, Landlord’s consent shall be required, provided that such consent shall not be unreasonably withheld, conditioned or perimeter wallsdelayed, any sprinkler systemand (ii) if Landlord’s consent was not obtained therefor, life safety equipment upon the expiration or systemstermination of this Lease, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approvalreadapt, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations repair and restore the Leased affected portion of the Premises to substantially the condition the same were in accordance prior to such Minor Alteration. Additionally, Tenant shall give prior written notice to Landlord of any Minor Alteration regardless of whether Landlord’s consent is required. Wherever consent is required, it shall include reasonable approval of plans and contractors and the insurance required under Section 4.04. Unless otherwise approved by Landlord, Tenant shall use the structural engineer employed by Landlord for the Building where Alterations affect Building structure. Tenant shall notify Landlord of all alterations or additions and provide Landlord with Section 2.5. All work carried out by the Tenant (copies of any construction plans therefor whether or not requiring the Landlord's consent) ’s consent is required. All such allowed alterations, including reasonable third-party costs of review in seeking Landlord’s approval, shall be carried out made at Tenant’s expense by an Approved Contractor (as defined below), in a good and workmanlike manner, with quality materials and in accordance compliance with all Applicable Laws and the drawings and specifications approved by the Landlordlaws, and be of first class quality. Prior to commencing any work at the Property other than Minor Alterations or Alterations costing less than $2,000,000 (such amount decreasing to $500,000, at any time that Tenant fails to meet the Financial Test) in the aggregate, Tenant shall provide and record bonds or such other security as is reasonably satisfactory to Landlord sufficient to protect the interests of both Tenant and Landlord in the Property from any lien arising out of a failure to pay for work performed for Tenant, and all alterations and additions performed by Tenant, (but excluding Minor Alterations), shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved thereinan Approved Contractor. Upon the completion expiration or earlier termination of the workthis Lease, the Tenant shall deliver assign to Landlord (without recourse) all warranties and guaranties then in effect for all work performed by Tenant at the Landlord "as built" CAD drawings with respect to such workPremises. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide install its own security system within the Premises as part of any Tenant Work, subject to Landlord’s review of the plans and maintain specifications in accordance with this Article 8. For purposes of this Section 8.01(a), an “Approved Contractor” shall mean a contractor or mechanic identified by Tenant in writing, who has been approved by Landlord (such insuranceapproval not to be unreasonably withheld, in which case the cost thereof shall be payable by conditioned or delayed). (b) Except as set forth below, any alterations or additions made by, for or on behalf of the Tenant which are permanently affixed to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid Premises or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised affixed in a manner which would interfere so that they cannot be removed without defacing or damaging the Premises shall, except as expressly provided in this paragraph, become property of the Landlord at the termination of occupancy as provided herein. If Landlord notifies Tenant, in connection with any consent to alterations or additions requested by Tenant, or in connection with the construction review and completion approval of the plans for the Finish Work under Exhibit 7.02 that Tenant shall be required to remove such workalterations or additions or Finish Work at the expiration of the term of the Lease, or if any such alterations or additions did not require Landlord’s consent pursuant to the terms hereof, then such alterations or additions or Finish Work, as applicable, shall be removed by Tenant, at its expense, with minimal disturbance to the Premises prior to the expiration of the term of the Lease. If Notwithstanding the immediately preceding sentence to the contrary, Landlord gives may only require Tenant to remove items of Tenant Work or Finish Work that are above or otherwise inconsistent with the first class nature of the Building. Tenant’s trade fixtures and personal property and equipment, which are not affixed or that may be removed with minimal disturbance or repairable damage, may be removed by Tenant Notice during the term of this Lease, and shall be removed prior to the expiration of the term of the Lease, provided such disturbance or damage is restored and repaired so that the work being carried out is deficient or is otherwise not Premises are left in compliance with at least as good a condition as they were in at the approved drawings and specifications, which Notice shall contain particulars commencement of the alleged deficiency term, reasonable wear and tear excepted. In no event shall any Finish Work that constitutes fixtures (i.e., items that cannot be removed from the Premises without damaging the Building) funded by the Finish Work Allowance or non-complianceSupplemental Allowance be deemed to be Tenant’s trade fixtures, personal property or equipment. The Premises shall otherwise be left in the Tenant shall immediately provide a copy of such Notice to same condition as at the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions commencement of the construction contract with its general contractor term or otherwise with the intention that such alleged deficiency or non-compliance better condition as it may thereafter be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or put, reasonable wear, tear and, to the extent he/she concurs with Landlord is required to restore the provisions same, damage by fire or other casualty or taking or condemnation by public authority excepted. Notwithstanding anything herein or otherwise in this Lease to the contrary: (i) to the extent that Tenant utilizes any portion of the Landlord's Notice. Either Supplemental Allowance to make Alterations necessary to use the Landlord Premises for laboratory or Tenant research and development purposes, such Alterations must remain in the Premises following the term of this Lease; (ii) the Tenant’s Exterior Equipment, if any, paid for directly by Tenant, together with such other items that may refer the decision be agreed upon by mutual written agreement of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced parties from time to time) , shall be and remain the personal property of such workTenant, the shall not be deemed to be Tenant Work or Finish Work, and Tenant shall deliver have the right to remove the Landlord (i) copies of all guarantees foregoing from the Premises at any time and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timetime during the term of this Lease; and (iii) if and to the extent Tenant modifies, reduces or eliminates the Amenities with subsequent Tenant Work following the Commencement Date, Tenant shall restore the Amenities and affected areas of the Premises to the condition and size existing on the Commencement Date prior to the expiration of the term.

Tenant Work. The Before commencing any repair or Alteration (“Tenant shall notWork”), without the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the workLandlord, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value obtain Landlord’s approval of, (collectively, the "Contractor's Insurance"). The term a) names of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the workmechanics, laborers and materialmen; (b) evidence of contractors’ and subcontractors; insurance; and (iic) any required governmental permits; provided, however, that, for Minor Alterations, no prior approval of Tenant’s proposed contractors, subcontractors, mechanics, laborers or materialmen shall be required if such persons or entities are selected by Tenant from a certificate issued list of pre-approved construction personnel provided by the Tenant's Architect certifying Landlord or, at Landlord’s option, from a list of construction personnel provided by Tenant and pre-approved by Landlord. Tenant acknowledges that the work has been completed in accordance with foregoing is not an exclusive list of the reasons why Landlord may reasonably disapprove a proposed general contractor. Tenant shall perform all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate Work (or as determined by arbitrationi) promptly and in a good and workmanlike manner using materials of a quality reasonably approved by Landlord; (ii) in compliance with any approved plans and agrees specifications, all Laws, the National Electric Code, and Landlord’s construction rules and regulations; and (iii) in a manner that does not impair the Base Building. If, as a result of any Tenant Work, Landlord becomes required under Law to use its best efforts to perform any inspection, give any notice, or cause any noted deficiencies or incomplete work such Tenant Work to be remedied within a performed in any particular manner, Tenant shall comply with such requirement and promptly provide Landlord with reasonable period given documentation of such compliance. Landlord’s approval of Tenant’s plans and specifications shall not relieve Tenant from any obligation under this Section 7.3. In performing any Tenant Work. Tenant shall not use contractors, services, labor, materials or equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with any workforce or trades engaged in performing other work or services at the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timeProject.

Tenant Work. The Upon approval of the Final Plans, and upon Tenant’s receipt of all permits and authorizations required by all applicable governmental agencies or utility providers for commencement of construction, copies of which shall be promptly provided to Landlord, Tenant agrees to commence construction of the Initial Improvements in accordance with the approved Final Plans (the “Tenant Work”), to diligently prosecute the completion of the of Tenant Work thereafter, and to construct and complete all of the Tenant Work in a good and workmanlike manner in compliance with all Legal Requirements. Tenant shall notcause the construction of the Initial Improvements to be performed in accordance with the approved Final Plans and all change orders either approved by Landlord or presented to Landlord but not requiring Landlord approval as provided below. Landlord shall have the right at any time and from time to time to inspect the Premises during the course of Tenant Work and to review and inspect the construction of the Initial Improvements by Tenant to ensure compliance with Final Plans (Landlord agrees to use commercially reasonable efforts to minimize any interference with the Tenant’s Work in connection with such inspections), without and in the event that Landlord or Landlord's ’s architect gives notice to the Tenant of noncompliance with the Final Plans, then as long as Landlord and Landlord’s architect are acting in good faith, Tenant shall promptly undertake to correct such deficiencies in order to bring the construction of the Initial Improvements in compliance with Final Plans. If Tenant desires to effect any change or addition to the Final Plans, then prior to implementing the proposed change order, Tenant shall deliver a written approvalrequest to Landlord that includes a revision to that portion of the Final Plans affected by such proposed change order, which approval may not be unreasonably withheld by a description of the Landlord, make any scope of such proposed change, alterationand the cost of such change (the “Change Order Notice”), repairand if the Change Order is a Material Change Order (as hereinafter defined), addition or improvement in or the Change Order Notice must state that it is seeking Landlord’s approval of a Material Change Order (a “Material Change Order Request”). Tenant is not required to obtain Landlord’s written consent to any change orders, except for Material Change Orders, but Tenant must timely provide to Landlord a Change Order Notice for all change orders. As used herein, a “Material Change Order” is a change order that affects the Leased Premises which affects in a material way the structure or perimeter Roof, foundation, structural walls, any sprinkler systemthe HVAC, life safety equipment or systemsmechanical, heating, ventilating, plumbing and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details systems of any such proposed work which portion of the Premises, or anything that requires the Landlord's Roof, floor, or exterior wall penetrations. If Landlord fails to advise Tenant of its approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within or disapproval of a Material Change Order within ten (10) business days of receipt of the Tenant's request for approvala Material Change Order Request, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demanddeemed to have approved such Material Change Order as submitted. During the course Landlord’s approval of construction, the Landlord and its employees and consultants shall have reasonable access any proposed Material Change Orders to the Leased Premises to inspect and examine all work being carried outFinal Plans will not be unreasonably withheld, provided that such right of inspection and examination shall not be exercised in a manner which would interfere Material Change Orders remain consistent with the construction and completion of such workProposed Premises Layout. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately promptly provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided change orders when executed by Tenant. Upon Landlord’s request, Tenant shall promptly provide Landlord with revised Final Plans reflecting the changes effected by any contractorschange orders, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timeincluding Material Change Orders.

Tenant Work. The (a) Landlord shall cooperate reasonably with Tenant in providing Tenant, Tenant's Architect, and Agents reasonable access to the Premises and to Landlord's records regarding the construction of the Premises to facilitate Tenant's preparation of Space Plans and Final Plans for Tenant's Work. Landlord shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty (20) days after the Commencement Date, then Tenant shall nothave the right to terminate the Lease, without whereupon Landlord shall refund to Tenant the Landlord's prior written approval, which approval may not be unreasonably withheld security deposit under the Lease and all Rentals previously paid by Tenant under the Landlord, make any change, alteration, repair, addition or improvement in or Lease to the Leased Premises which affects in a material way extent allocable to periods after the structure or perimeter wallsdate of such termination. (b) Promptly after the approval of the Space Plan, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit cause proposed final plans ("Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon the preliminary Space Plan. Tenant shall deliver to Landlord adequate details copies of any such proposed work which requires the Landlord's approval including drawings Final Plans and specifications conforming to good engineering practice which have been prepared by qualified engineers and designersthe Work Cost Estimate promptly after completion. Within ten (10) business days of after receipt of the Tenant's request for approvalthereof, the Landlord shall either give approve the Final Plans or deliver to Tenant specific written changes required by Landlord to such plans; provided, however, that Landlord shall not withhold its approval or describe of such plans unreasonably and shall not in writing with reasonable particularity any event withhold such approval if such proposed Final Plans conform to the reasons for denying the samepreliminary Space Plan. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Datenot unreasonably withhold, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether condition or not requiring the delay Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlordapproval of Tenant's supervision over construction and promptly pay when due the cost contractor or of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of any changes in the work. The approved Final Plans requested by Tenant. (c) Tenant shall also ensure that have no responsibility for the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord following costs associated with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord Work: (i) copies costs incurred to remove Hazardous Materials present at the Premises or the Building as of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and Commencement Date; (ii) a certificate issued costs recoverable by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws Landlord on account of warranties or insurance; and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (iii) construction management or as determined other general overhead costs incurred by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timeLandlord.

Tenant Work. The Tenant shall notshall, without within thirty (30) days after execution of the Lease, submit to Landlord for approval its plans and specifications for the Tenant Work (the"Tenant Improvement Plan"). Unless otherwise agreed to by Landlord, Tenant shall, in preparing the Tenant Improvement Plan, use the Landlord's prior written approvalspace planner. Landlord shall, which approval may not be unreasonably withheld by within thirty (30) days thereafter, either approve of the Landlord, make any change, alteration, repair, addition Tenant Improvement Plan or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to Tenant its proposed changes thereto. In the event Landlord adequate details and Tenant are unable to agree upon the nature and scope of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten Tenant Improvement Plan within ninety (1090) business days of receipt execution of the Tenant's request for approvalLease, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the such longer time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit agree to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materialsin writing, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, then the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by terminate this Lease. Upon approving of the Tenant Improvement Plan, Landlord agrees to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that complete the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and depicted therein in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature in compliance with all laws, using new materials and equipment of good quality, and deliver possession of the deficiency. Any dispute between Landlord and Leased Premises to Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Actprovisions contained herein on or before the Commencement Date, 1991 of Ontariosubject, however, to Paragraph 4 below. If Tenant shall require any subsequent changes to the Space Plan or the Tenant Improvement Plan ("Additional Work"), then, providing Landlord agrees in writing to such changes, and the cost thereof will cause the total costs to exceed the Tenant Improvement Allowance, as amended or replaced from time reasonably determined by Landlord, Tenant shall, within ten (10) calendar days of the billing therefore, deposit with Landlord, Landlord's projected costs and expenses for the Additional Work in excess of the Tenant Improvement Allowance, which costs shall include general contractor profit and overhead expected to timebe incurred by Landlord in connection with preparation of such additional plans and specifications and/or such Additional Work. Such reimbursements shall be made by Tenant to Landlord prior to Landlord's undertaking any changes to the Space Plan. If such projected costs for the Additional Work are in excess of Landlord's actual costs then Landlord shall refund any excess to Tenant and if Landlord's costs for the Additional Work are in excess of the estimated sum paid by Tenant, then Tenant shall pay such deficiency to Landlord on demand.

Tenant Work. The Before beginning any repair or Alteration or any work affecting Lines (collectively, “Tenant Work”), Tenant shall notdeliver to Landlord, without the and obtain Landlord's prior written approval’s approval of, which (a) names of contractors, subcontractors, mechanics, laborers and materialmen; (b) evidence of contractors’ and subcontractors’ insurance; and (c) any required governmental permits. Such approval may shall not be unreasonably withheld by the Landlordprovided that Landlord may designate specific contractors for work relating to mechanical, make any changeelectrical, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical HVAC, fire/life-safety and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roofsprinkler systems and for vertical Lines. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the perform all Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord Work (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner using materials of a quality reasonably approved by Landlord; (ii) in compliance with any approved plans and agrees specifications and any approved modifications thereto, all Laws, the National Electric Code, and Landlord’s reasonable construction rules and regulations; and (iii) in a manner that does not impair the Base Building. Tenant shall notify Landlord at least 10 business days before commencing any work in the Premises. If, as a result of any Tenant Work, Landlord becomes required under Law to use its best efforts to perform any inspection, give any notice, or cause any noted deficiencies or incomplete work such Tenant Work to be remedied within a performed in any particular manner, Tenant shall comply with such requirement and promptly provide Landlord with reasonable period given documentation of such compliance. Landlord’s approval of Tenant’s plans and specifications shall not relieve Tenant from any obligation under this Section 6.3. In performing any Tenant Work, Tenant shall not use contractors, services, labor, materials or equipment that, in Landlord’s reasonable judgment, would cause labor disharmony with any workforce or trades engaged in performing other work or services at the nature of the deficiency. Any dispute between Landlord Project, and Tenant arising under shall take all actions necessary to resolve any provisions such labor disharmony, including, immediately upon Landlord’s request, termination of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration any work in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time Premises giving rise to timesuch labor disharmony.

Tenant Work. The Tenant (a) Promptly following the execution hereof, Lessor shall not, without the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or cause Lessor 5 architect to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including prepare construction drawings and specifications conforming for the improvements to good engineering practice the Demised Premises which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing are consistent with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant Workletter attached as Exhibit B, and preliminary space plan attached as Exhibit B-l. ▇▇llowing preparation of such construction drawings and specifications, Lessor shall cause Lessor's general contractor to whether perform in the Tenant shall be required Demised Premises the leasehold improvements shown on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the final construction drawings and specifications (the "Initial Improvements") . In no event shall the Initial Improvements include any work to the Demised Premises not set forth in the final construction drawings and specifications as approved by Lessor, nor shall Lessor have any obligation to do any work to the Landlord, and Demised Premises not included in the Initial Improvements. (b) The Initial Improvements shall be performed by contractors and subcontractors who have been approved Lessor at Lessor's sole cost; provided that, Lessee shall reimburse Lessor for any costs incurred in advance by connection with the Landlord and by competent workers. The Tenant shall submit design or performance of the Initial Improvements to the Landlord's supervision over construction and promptly pay when due extent attributable to, or occasioned by, a Lessee Delay or work which is beyond the cost scope of the Initial Improvements set forth on Exhibit B-l. (c) Lessee may undertake to have extra tenant work performed at its own expense, provided, that (i) the design of all such work and installations shall be subject to the prior written approval of Lessor and Lessor's architect or supervising engineer, (ii) no work may be commenced until the written approval of Lessor is obtained, (iii) all materialswork must be performed in accordance with tenant work procedures promulgated by Lessor, labour (iv) Lessee will not make any structural modifications (the term "structural" as used herein being given the widest possible application and services involved thereinto include, but not be limited to, the roof, all load bearing walls, all exterior walls, membranes and glass lines, all concrete floor and roof slabs, and all electrical, plumbing, heating, ventilation, air conditioning and other mechanical systems), (v) Lessee will obtain a building permit for said work and will deliver one set of approved plans as well as final inspection stickers and occupancy certificate to Lessor, and (v) all work must be performed by a contractor approved by Lessor. Upon In addition, Lessee's contractor, if other than Lessor or Lessor's Contractor, is to be bonded if the completion total cost of the workproposed improvements exceeds $10,000.00; (ii) Lessee shall comply with all such other reasonable restrictions and conditions as Lessor may impose; (iii) Lessee shall discharge all mechanics' liens in accordance with Section 9(b); and (iv) Lessee will defend, indemnify and hold Lessor and Lessor's Property harmless from and against all damage and liability arising from the Tenant making of any such leasehold improvements. (d) As used in this Lease, "Lessee Delays" shall deliver mean delays in Lessee's providing Lessor with information or approvals relevant to planning or constructing the Landlord "as built" CAD drawings with respect to Initial Improvements following written notice requesting such work. The Tenant shall ensure that its general contract information or takes out approvals, and keeps delays in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value performance of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value Initial Improvements caused by change orders requested by Lessee (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of including any changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings plans and specifications) or other acts or omissions of Lessee or Lessee's agents, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, employees or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timeothers for whose actions Lessee is responsible.

Tenant Work. The Tenant, at its sole cost and expense, (except only the allowances referred to in Section 5.1 hereof), shall cause the "Tenant shall notWork", without as defined in the Landlord's prior written approvalWork Letter Agreement (the "Work Letter Agreement") attached hereto as Exhibit B and made a part hereof, which approval may not to be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement promptly commenced and diligently completed in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees in accordance with this Tenant Work or any Additional Work (as defined in Paragraph 3 of the Work Letter Agreement), Tenant shall deliver to use its best efforts to cause any noted deficiencies or incomplete work Landlord certificates of such insurers as may be reasonably required by Landlord including, without limitation, all risk insurance for the benefit of Landlord for the full insurable value of the Tenant Work and Additional Work to be remedied within a reasonable period given the nature performed free of any liens of the deficiencycontractor, subcontractor, laborer or materialman and shall secure and deliver to Landlord when requested such Sworn Contractor's Affidavits and waivers of lien as Landlord may reasonably request. Any dispute between The Tenant Work, any Additional Work and all alterations, additions or improvements to the Leased Premises or the Building, whether made or paid for by Tenant or Landlord, other than Tenant's trade fixtures, shall without compensation to Tenant, become Landlord's property at the termination of this Lease by lapse of time or otherwise. Tenant's trade fixtures shall at all times constitute Tenant's property. Landlord has granted to Tenant an allowance for the full and satisfactory completion of the Tenant arising under any Work in the amount of $30,000 (the "Tenant Work Allowance"). Upon the final completion of the Tenant Work in compliance with the provisions of this Article Lease, or upon receipt of an invoice from the contractor performing Tenant Work. Tenant shall either deliver to Landlord such Sworn Contractor's Affidavits and such waivers of liens as Landlord may reasonably request in order to establish the full payment of the cost of the Tenant Work, or shall deliver to Landlord security therefor reasonably acceptable to Landlord and within 30 days thereafter Landlord shall pay to Tenant the Tenant Work allowance or portion thereof equal to the amount invoiced by the Contractor. In the event the cost of the Tenant Work is less than the Tenant Allowance, the portion of the Tenant Work Allowance which cannot be resolved by good faith negotiations exceeds the cost of the Tenant Work shall be determined by arbitration in accordance with applied as a credit against the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timeBase Rent and Additional Rent due hereunder.

Tenant Work. The Tenant Tenant, at its sole cost, shall not, without the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make responsible for any change, alteration, repair, addition or improvement in or to construction and alterations within the Leased Premises which affects in a material way together with the structure or perimeter wallsinstallation of its furniture, any sprinkler systemfixtures and business equipment, life safety equipment or including telecommunications cabling and equipment, security systems, heatingand any other ancillary systems it may require as set forth on Schedule B (the “Tenant’s Work”), ventilatingat its sole cost and expense, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with all of its obligations under this Lease including without limitation, Article 6 of this Lease. Tenant shall furnish and install any and all necessary trade fixtures, equipment and other items necessary for the Arbitration proper conduct of Tenant’s business subject to the reasonable approval of the Landlord, Tenant’s work set forth on Schedule B is approved by Landlord pursuant to Article 6.1 of this Lease. Tenant shall have access to the Leased Premises upon execution of this Lease for purposes of performing Tenant’s Work and preparing the Leased Premises for Tenant’s operations. All of the foregoing work and all work Tenant may undertake pursuant to Article 6 of this Lease shall be done in accordance with all laws, rules, regulations and ordinances applicable thereto, including, if necessary, compliance with the Americans With Disabilities Act, 1991 of Ontario, as amended or replaced from time to time, and the acquisition by Tenant of a Building Permit from the municipal department having jurisdiction, if required. In no event shall Landlord be required to provide or install any trade fixtures or equipment. Tenant shall comply and cause all of its contractors to comply with the provisions of Article 6 of this Lease. Landlord shall continue to maintain the existing computer-based, card reader access system to the elevator serving the Leased Premises that will provide a log of access times to the Leased Premises and permit Tenant to instruct Landlord to disable individual access cards from providing access to the Leased Premises (the “Tenant Floor Security System). The Landlord will provide all required operating cards for the Tenant Floor Security System. The Tenant Floor Security System shall be accessed by the Tenant and Landlord solely for the Tenant’s floor. It will be the responsibility of the Tenant to keep track of all key-cards issued at the request of Tenant. All key-cards must be returned to the Landlord upon termination of the Lease or a $15 penalty per item charge will be deducted from the security deposit held by Landlord.

Tenant Work. The Tenant shall not(a) Within ten days (10) after the date of this Lease (if applicable), without the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to Landlord completed interior design drawings, layouts and interior finish specifications for the Landlord adequate details preparation of any such proposed work which requires the Demised Premises. Tenant, at Landlord's approval including cost and expense, shall cause to be prepared all working, detailed construction drawings and specifications conforming for the Tenant Work (as hereinafter defined) which shall become a part of this Lease and referred to good engineering practice as the "Plans and Specifications". The Tenant Work is described in the Tenant Improvement Workletter annexed hereto as Exhibit C, which have been prepared sets forth in detail the parties' understanding regarding the scope of work to be provided to Tenant by qualified engineers and designersLandlord ("Tenant Work"). Within ten Landlord shall not require Tenant to restore the Demised Premises to the conditions prior to the Tenant Work. (10b) business days of receipt Landlord shall complete the construction of the Tenant's request for approvalTenant Work, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant Improvement Workletter, in the following manner: (whether or not requiring i) Landlord shall arrange for the performance of Tenant Work prior to the Commencement Date; (ii) Within a reasonable time after completion of the Plans and Specifications (if required), which shall be approved and initialed by Landlord and Tenant, Landlord shall apply to the appropriate governmental authorities for any construction permit(s) which may be required in connection with Landlord's consentperformance of Tenant Work. (iii) Within a reasonable time after the issuance of such construction permit(s), or if no permit is required, within a reasonable time after the execution of this Lease, Landlord shall be carried out commence to perform Tenant Work and shall diligently prosecute such work to completion. Landlord shall perform all work provided for in the Plans and Specifications (or in accordance with Exhibit C if no Plans and Specifications are required) in compliance with the applicable Building Codes and in a good and workmanlike manner, with quality materials and . Tenant shall advise Landlord immediately in accordance with all Applicable Laws and writing of any objection to the drawings and specifications approved by performance of the Landlord, Tenant Work. (iv) Landlord shall arrange for any inspections and shall apply for and obtain any Certificate of Occupancy required by any governmental authority. (v) If prior to or during construction, Tenant elects to change the scope of Tenant Work ("Work Changes") and/or Tenant requests additional work ("Additional Work") other than Tenant Work to be performed by contractors in the Demised Premises, then provided such Work Changes or Additional Work adds to Landlord's estimated costs and subcontractors who have been approved Tenant approves said additional costs, Tenant shall pay for any additional costs in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the workAdditional Work or Work Changes and upon receipt of invoice from Landlord. (vi) In the event of a default by Tenant in any payment required on account of Tenant's Work, the Tenant shall deliver Work Changes or Additional Work costs prior to the Tenant's occupancy of Demised Premises, Landlord "as built" CAD drawings with respect shall, in addition to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insuranceall other legally allowable remedies, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, same rights as in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable Event of Default in Rent under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timeLease.

Tenant Work. The Tenant shall notA. Tenant, without following the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical full and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings final execution and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt delivery of the Tenant's request for approvalLease to which this Work Letter is attached and all prepaid rental and security deposits or letters of credit required under such agreement, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to perform alterations and improvements in Building 6 and Building 7 and, following delivery of Building 5 by Landlord to Tenant, Tenant shall have the right to perform alterations and improvements in Building 5 (collectively, the “Initial Alterations”). Tenant hereby acknowledges and agrees that Tenant shall perform, and the Initial Alterations shall include, upgrades to the structure of Building 5 sufficient to accommodate the balance of the Initial Alterations and the full reconstruction of the interior of Building 5 to a general office condition suitable for Tenant’s bank holding company’s offices (the “Building 5 Reconstruction”). Within a reasonable period of time following execution of the Lease, Tenant shall cause its architect to provide to Landlord architectural and maintain such insuranceconstruction drawings of Tenant’s proposed Building 5 Reconstruction for Landlord’s review and approval. Landlord agrees that upon Landlord’s receipt of any plans, drawings and/or change orders hereunder submitted to Landlord for Landlord’s review and approval, Landlord shall review and either approve or disapprove (and, in the event that Landlord disapproves any of the same, provide to Tenant a reasonably detailed written statement describing the basis for such disapproval) within 5 Business Days following Landlord’s receipt of such plans, drawings and/or change orders. The Building 5 Reconstruction shall be mutually and reasonably acceptable to each of Landlord and Tenant and shall otherwise be subject to the terms and conditions of this Work Letter as a part of the Initial Alterations. In addition, the Initial Alterations shall include and Tenant shall perform architectural enhancements to the exterior of each of ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇ and Building 7 (the “Exterior Enhancements”), which case Exterior Enhancements are consistent with Landlord’s long-term exterior enhancement plans for the Lake Marriott Business Park project and otherwise reasonably acceptable to each of Landlord and Tenant. Landlord shall provide Tenant with an allowance (the “Exterior Enhancement Allowance”) in an amount not to exceed $400,000.00 to be applied toward the costs of the Exterior Enhancements. Landlord shall disburse the Exterior Enhancements Allowance, or applicable portion thereof, to Tenant in accordance with Section 1.B of this Work Letter. Tenant shall not be required to spend an amount in excess of the Exterior Enhancement Allowance on the Exterior Enhancements (nor shall Landlord be required to provide any funds in addition to the Exterior Enhancement Allowance in connection with the Exterior Enhancement). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9.03 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Landlord hereby approves ▇.▇. ▇▇▇▇▇▇, Inc., a California corporation, as Tenant’s general contractor for the Initial Alterations. B. Provided Tenant is not then in default or with the passage of time would be in default under the Lease (including this Work Letter), Landlord agrees to contribute the sum of $6,346,775.00 (which amount based on approximately $29.71 per rentable square foot of the Premises) (the “Allowance”) toward the cost thereof of performing the Initial Alterations. The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations, taxes, insurance and bonds related to the Initial Alterations, permit fees, cabling, the Construction Management Fee (defined herein below), changes to the Base Building required as a result of the installation of the Initial Alterations, change orders, alarm systems and access controls, approved signage and for hard costs in connection with the Initial Alterations. The Allowance (and/or the Exterior Enhancement Allowance, as applicable), less a 10% retainage (which retainage shall be payable by as part of the final draw), shall be paid to Tenant or, at Landlord’s option, to the Landlord on demand. In order of the general contractor that performs the Initial Alterations (or the Exterior Enhancements, as the case may be), in periodic disbursements within 30 days after receipt of the following documentation: (i) an insured loss, any deductible amount payable under application for payment and sworn statement of contractor substantially in the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course form of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations (or Exterior Enhancements, as the case may be) for which disbursement is being carried out, provided that such right of inspection requested and examination shall not be exercised in a manner which would interfere with the construction all other statements and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in forms required for compliance with the approved drawings and specifications, which Notice shall contain particulars mechanics’ lien laws of the alleged deficiency state in which the Premises is located, together with all such invoices, contracts, or non-complianceother supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations (or the Exterior Enhancements, as the Tenant shall immediately provide case may be); (v) plans and specifications for the Initial Alterations (or the Exterior Enhancements, as the case may be), together with a copy of such Notice to the Tenant's certificate from an AIA architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified plans and specifications comply in all material respects with all laws affecting the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty Building, Property and Premises; (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (ivi) copies of all guarantees construction contracts for the Initial Alterations (or the Exterior Enhancements, as the case may be), together with copies of all change orders, if any; and warranties provided (vii) a request to disburse from Tenant containing an approval by any contractorsTenant of the work done and a good faith estimate of the cost to complete the Initial Alterations (or the Exterior Enhancements, subcontractorsas the case may be). Upon completion of the Initial Alterations (or the Exterior Enhancements, as the case may be), and prior to final disbursement of the Allowance (or material suppliers with respect to the workExterior Enhancement Allowance, as the case may be), Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations (or the Exterior Enhancements, as the case may be), and (ii5) a certificate issued by the Tenant's Architect certifying certification of Tenant and its architect that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate Initial Alterations (or the Exterior Enhancements, as determined by arbitrationthe case may be) promptly and have been installed in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Actapproved plans, 1991 of Ontarioand in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance or the Exterior Enhancement Allowance more than one time per month. If the Initial Alterations exceed the Allowance or the Exterior Enhancements exceed the Exterior Enhancement Allowance, Tenant shall be entitled to the Allowance (or the Exterior Enhancement Allowance, as amended the case may be) in accordance with the terms hereof, but each individual disbursement of the Allowance (or replaced the Exterior Enhancement Allowance, as the case may be) shall be disbursed in the proportion that the Allowance (or the Exterior Enhancement Allowance, as the case may be) bears to the total cost for the Initial Alterations (or the Exterior Enhancements, as the case may be), less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance (or the Exterior Enhancement Allowance, as the case may be) during the continuance of an uncured default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such default is cured. C. In no event shall the Allowance or the Exterior Enhancements Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. If Tenant does not submit a request for payment of the entire Allowance and/or the Exterior Enhancements Allowance to Landlord in accordance with the provisions contained in this Work Letter by December 31, 2005 (the “Final Request Date”), any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. In the event that Tenant fails to so submit a request for payment of all of the remaining Allowance on or before the Final Request Date, Landlord shall provide to Tenant written notice no less than 10 Business Days prior to the Final Request Date notifying Tenant that Tenant has not, as of the date of Landlord’s notice, submitted a request for such balance of the Allowance. In the event Landlord fails to so notify Tenant, such failure shall not be deemed to be a default or breach by Landlord, but the Final Request Date shall be extended one day for each day Landlord fails to timely notify Tenant of such remaining balance. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations, Exterior Enhancements Allowance and/or Allowance. Landlord shall be entitled to deduct from time the Allowance a construction management fee for Landlord’s oversight of the Initial Alterations in an amount equal to time1% of the Allowance (the “Construction Management Fee”).

Tenant Work. The (a) Tenant, as part of the consideration for the extension of the Lease, covenants and agrees that it shall renovate the demised premises (including, but not limited to the McAllister Space) in accordance with (i) the "Scope of Tenan▇ ▇▇▇▇" ▇▇tached hereto as Exhibit B, (ii) the plans and specifications submitted to and approved by Landlord in advance, and (iii) the provisions of the Lease as amended hereby (the "Tenant Work"). Tenant agrees to expend at least $620,000 in construction and other "hard costs" with respect to the Tenant Work, which "hard costs may include architectural fees not to exceed $62,000 of such amount. (b) Tenant shall notsubmit to Landlord, without for its prior approval, detailed plans and specifications for all Tenant Work prepared by a licensed architect at Tenant's sole cost and expense. Tenant agrees that the Tenant Work outlined in the plans and specifications shall cover work reasonably estimated by Tenant and Tenant's architects to cost approximately $620,000 in construction and other "hard costs". Landlord's prior written approval, which approval may of such plans and specifications shall not be unreasonably withheld or delayed and Landlord agrees to make best efforts to respond to any plan submission by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within within ten (10) business days of receipt of days. Plans and specifications for all Tenant Work (including work within the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consentMcAllister Space) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws submitted to Landlord at least th▇▇▇▇ (▇▇) days prior to the Effective Date and the drawings and specifications approved by the Landlord, and Tenant Work shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, commenced (except for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value McAllister Space) within sixty (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (1060) days after Tenant receives ▇▇▇▇▇▇▇d's approval of such Plans and Specifications. Tenant Work shall commence within the work has been completedMcAllister Space within sixty (60) days after Landlord gives ▇▇▇▇▇▇ ▇▇ssession of the McAllister Space. Tenant or its contractors shall substantia▇▇▇ ▇▇▇▇▇▇te all Tenant Work by January 31, 2005. The time periods contained in this paragraph shall be extended due to casualty, acts of God, strikes, and any similar circumstances beyond the control of the parties (but expressly excluding lack or insufficiency of funds, bankruptcy or insolvency or default by contractors or subcontractors) ("Force Majeure"). (c) Tenant shall during comply with all applicable laws and regulations and the term terms and conditions of the ContractorLease (as amended hereby) in connection with Tenant's Insurance monitor Work. In no event shall the limit Tenant Work (or the plans and specifications for such Tenant Work) include any structural changes to the Building nor any changes to the outside of both the all risks property insurance Building or otherwise outside of the demised premises, except as specifically provided in paragraphs 12 and the boiler and pressure insurance included in the Contractor's Insurance to include the cost 13 of changes in the work. The this Amendment. (d) Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees contracts and warranties provided by any contractorssubcontracts for the Tenant Work and monthly statements certifying the amount expended for Tenant Work and shall provide Landlord a final certification (together with paid or receipted bills, subcontractors, waivers of lien or material suppliers with respect other evidence satisfactory to the work, Landlord) that Tenant has expended at least $620,000 in construction and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed other "hard costs" in accordance with all Applicable Laws and in accordance connection with the Tenant Work no later than April 15, 2005. It. shall be a material default under this Lease if Tenant shall fail to implement, complete and pay for the Tenant Work shown on the plans an specifications submitted to and approved drawings and specifications. The Tenant agrees by Landlord on or before April 15, 2005, such date being subject to use its best efforts to complete any incomplete work as noted reasonable extension in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature event of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timeForce Majeure.

Tenant Work. The Tenant shall not, without the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord Lessee shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access construct additional improvements to the Leased Premises based upon mutually approved plans and specifications. Lessee and Lessor shall cooperate in the design, permitting and construction of the Tenant Work defined below by responding to inspect requests for information and examine taking such other action as may be required of either of them in connection with approving the plans and specifications and performing the Tenant Work in a timely fashion. Lessor’s approval shall be required for all work being carried outTenant Work, provided which approval shall be at Lessor’s sole discretion, except that such right of inspection and examination Lessor’s approval shall not be exercised in a manner which would interfere unreasonably withheld, conditioned, or delayed with the construction and completion of such work. If the Landlord gives the respect to proposed Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord Work (i) copies that is non-structural and cosmetic, (ii) for which no building permit is required, (iii) that does not involve other tenant spaces, exterior surfaces of all guarantees and warranties provided by any contractors, subcontractorsthe Building, or material suppliers with respect to the workBuilding common areas, and (iiiv) a certificate issued by the Tenant's Architect certifying that the does not involve any changes to or interface with major Building systems (such as plumbing, electrical, mechanical/HVAC, sanitary sewer, storm sewer, and fire/life safety systems). The “Tenant Work” as used herein shall mean all construction work has been completed in accordance with all Applicable Laws performed pursuant to and in accordance with the plans and specifications which have been approved drawings by Lessor. Lessee may request to perform additional work different from or in addition to the Tenant Work, except Lessee may not make any modifications to the approved Tenant Work without Lessor’s prior writen consent. As long as Lessor is then employing an in-house construction manager, Lessee shall use a Lessor-approved general contractor for the Tenant Work, and specificationsshall be allowed to negotiate directly with said contractor so long as subcontract work is competitively bid and contractor does not self perform more than 15% of said Tenant Work. The At the time Lessor reviews and consents to the plans and specifications for the Tenant Work, Lessor shall notify Lessee as to which portions thereof shall be subject to removal at the end of the Lease Term (and any extension or renewal thereof) pursuant to the Lease. Lessor hereby pre-approves RAFN as a general contractor for the Tenant Work, and Lessee hereby acknowledges and agrees that (x) Lessee’s general contractor shall be required to hire union subcontractors for mechanical, electrical, plumbing, and carpentry trades, and (y) Lessee shall be required to use its best efforts to complete any incomplete work as noted Lessor’s pre-approved mechanical, electrical, plumbing, and fire/life safety subcontractors in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance connection with the Arbitration Act, 1991 of Ontario, as amended Tenant Work. Lessor shall not charge Lessee any supervisory or replaced from time to timemanager fees for the Tenant Work.