COMMERCIAL LEASE
THIS INDENTURE
made the 13th day of August
one thousand nine hundred and ninety-six.
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT
BETWEEN
000 XXXXXXXXX XXXX LIMITED
A company incorporated under the laws of the Province of
Ontario and having its head office at 000 Xxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxx, X0X 0X0
hereinafter called the "Lessor"
OF THE FIRST PART
-and-
V.3. SEMICONDUCTOR CORPORATION
hereinafter called the "Lessee"
OF THE SECOND PART
WITNESSETH that in consideration of the rents,
covenants and agreements hereinafter reserved and contained
on the part of the said Lessee, to be paid, observed and
performed, the said Lessor has demised and leased and by
these presents doth demise and lease unto the said Lessee
ALL THOSE CERTAIN PREMISES excluding any part of the
external walls known and described as Suite 901 on the 9th
level of the office building located at and municipally
known as 000 Xxxxxxxxx Xxxx, in the City of North York, in
the municipality of Metropoitan Toronto and comprising an
area of approximately 7,491 square feet (adjusted to
include Lessee's proportionate share of common areas and
facilities on the 9th level of the building) as outlined in
red on the floor plan of the 9th level of the building
hereto attached as Schedule "A".
DEPOSIT A deposit in the amount of FIFTEEN THOUSAND FOUR HUNDRED
AND SEVENTY-SIX DOLLARS AND EIGHTY-SIX CENTS
($15,476.86) is payable by the Lessee at the time
of execution of this lease and shall be applied to Fixed
Annual Minimum Rent, Additional Rent and GST payable thereon
for the first month of the lease term and to the Fixed
Annual Minimum Rent, Additional Rent and GST payable thereon
for the last month of the lease term and shall be subject to
forefeiture as liquidated damages in the event of the
default by the Lessee of any of the terms hereof.
TERM TO HAVE AND TO HOLD the said demised premises for and
during the term of FIVE (5) YEARS AND SIX (6) MONTHS to be
computed from the 1st day of August, 1996 and from thenceforth
ensuing and to be fully completed and ended on the 31st day
of January, 2002.
RENTAL YIELDING AND PAYING THEREFOR during the first period
of the lease term from August 1, 1996 to July 31, 1997, as
Fixed Annual Minimum Rent, the sum of SEVEN THOUSAND FOUR
HUNDRED AND NINETY-ONE DOLLARS ($7,491.00) per annum, payable
in equal consecutive monthly installments of SIX HUNDRED AND
TWENTY-FOUR DOLLARS AND TWENTY-FIVE CENTS ($624.25) each in
advance on the first day of each and every month during the
first period of the lease term.
YIELDING AND PAYING THEREFOR during the second period of
the lease term from August 1, 1997 to July 31, 1998, as
Fixed Annual Minimum Rent, the sum of NINE THOUSAND THREE
HUNDRED AND SIXTY-THREE DOLLARS AND SEVERNTY-FIVE CENTS
($9,363.75) per annum, payable in equal consecutive monthly
installments of SEVEN HUNDRED AND EIGHTY DOLLARS AND
THIRTY-ONE CENTS ($780.31) each in advance on the first day
of each and every month during the second period of the
lease term.
COMMERCIAL LEASE - Page 2
YIELDING AND PAYING THEREFOR during the third period of
the lease term from August 1, 1998 to July 31, 1999, as
Fixed Annual Minimum Rent, the sum of ELEVEN THOUSAND TWO
HUNDRED AND THIRTY-SIX DOLLARS AND FIFTY CENTS ($11,236.50)
per annum, payable in equal consecutive monthly installments
of NINE HUNDRED AND THIRTY-SIX DOLLARS AND THIRTY-EIGHT
CENTS ($936.38) each in advance on the first day of each and
every month during the third period of the lease term.
YIELDING AND PAYING THEREFOR during the fourth period
of the lease term from August 1, 1999 to July 31, 2000, as
Fixed Annual Minimum Rent, the sum of FOURTEEN THOUSAND NINE
HUNDRED AND EIGHTY-TWO DOLLARS ($14,982.00) per annum,
payable in equal consecutive monthly installments of ONE
THOUSAND TWO HUNDRED AND FORTY-EIGHT DOLLARS AND FIFTY CENTS
($1,248.50) each in advance on the first day of each and
every month during the fourth period of the lease term.
YIELDING AND PAYING THEREFOR during the fifth period of
the lease term from August 1, 2000 to January 31, 2002, as
Fixed Annual Minimum Rent, the sum of EIGHTEEN THOUSAND
SEVEN HUNDRED AND TWENTY-SEVEN DOLLARS AND FIFTY CENTS
($18,727.50) per annum, payable in equal consecutive monthly
installments of ONE THOUSAND FIVE HUNDRED AND SIXTY DOLLARS
AND SIXTY-THREE CENTS ($1,560.63) each in advance on the
first day of each and every month during the fifth period of
the lease term.
THE RENTS PAYABLE, as per above, in addition to
additional rent, are subject to the goods and services tax
(GST) payable monthly in addition to any additional charges
that may arise from time to time. Failure to pay GST
constitutes default under the terms of the Lease.
NOTWITHSTANDING any of the above, the Lessee shall have
the months of August, 1996, and September, 1996, and August,
1997, and August 1998, and August, 1999, and August, 2000
free of all rents (Fixed Annual Minimum Rent and Additional
Rent).
The said Lessee covenants with the said Lessor as follows:
RENT To pay the Fixed Minimum Annual Rent, additional rent
and such other amounts for which the Lessee may be liable
under the provisions of this Lease (all collectively
referred to herein as "Rent");
BUSINESS TAXES To pay all business and other taxes, charges, rates,
duties and assessments levied, rated, charged or assessed
against and in respect of the Lessee's occupancy of the
Leased Premises or in respect of the personal property,
trade fixtures, furniture and facilities of the Lessee or
business of the Lessee on the Leased Premises, if, as and
when the same becomes due, and will indemnify and keep
indemnified the Lessor from and against all payment of all
loss, charges and expenses occasioned by or arising from any
and all such taxes, rates, duties, assessments, license fees
and any and all taxes which may in future be levied in lieu
of such taxes and in addition if the Lessee or any person
occupying the Leased Premises or any part thereof shall
elect to have the Leased Premises or any part thereof
assessed for Separate School taxes, the Lessee shall pay to
the Lessor as soon as the amount of the Separate School
taxes is ascertainable, any amount by which the Separate
School taxes exceed the amount which would have been payable
for school taxes had such election not been made as
aforesaid;
REALTY TAXES The word "Taxes" means all realty taxes, rates,
levies and assesments whatsover, whether municipal,
parliamentary or otherwise charged or levied upon the Leased
Premises or upon the Lessor in respect thereof, or in respect
of the Building or the Lands upon which the Building is
erected including taxes for education and all taxes, rates,
duties, levies and assesments for local improvements and
including any and all taxes which may in future be levied in
lieu thereof but excluding the amount by which Separate
School taxes (if any should be payable) exceed the amount
which would have been payable for school taxes if no
assesment for Separate Schools had been made and excluding
such taxes as income, profits or excess profits taxes
assessed upon the income of the Lessor. The words "Lessee's
Proportionate Share" shall mean the fraction which has as
its numerator the total Gross Rentable Area of the Leased
Premises and which has as its denominator the total Gross
Rentable Area of the building (including the Leased
Premises) but, excluding all basement area except such Net
Rentable Areas of the basement level as are leased for
retail purposes, or as otherwise reasonably determined by
the Lessor;
COMMERCIAL LEASE - Page 3
The Lessee shall, as additional rent, in each and every
year during the Term and within the time or times
hereinafter provided, pay to the Lessor or to the taxing
authorities as the Lessor may direct, all Taxes for which a
separate assessment and separate xxxx has been rendered
directly to the Lessee. The Lessee agrees to provide to the
Lessor within ten (10) days after the Lessor's written
demand, a copy of any separate tax xxxx or separate notice of
assessment for the Leased Premises. The Lessee will upon
written request deliver to the Lessor receipts for payment
of all such Taxes paid to any such taxing authorities as
aforesaid;
If no separate assessment or xxxx is rendered by a
taxing authority against the Lessee with respect to the
Leased Premises, the Lessee shall, as additional rent, in
each and every year during the Term and within the time or
times hereinafter provided, pay to the Lessor the Lessee's
Proportionate Share of Taxes levied against the Building and
lands upon which the Building has been erected;
OPERATING The Lessee shall, as additional rent, in
EXPENSES each and every year during the Term and within the time or
time hereinafter provided, pay without duplication to the
Lessor its Proportionate Share of the Lessor's cost of
insurance taken out and the Lessor's expense of repairing,
maintaining and operating the Building and the Common Areas
of the Building;
The Lessor's expense of repairing, maintaining and
operating the Building and the Common Areas shall mean all
expenses properly attributable to the repair, maintenance
and operation of the Building, the Common Areas of the
Building and the lands upon which it is located and all
rights-of-way and laneways adjacent to or servicing,
directly or indirectly, the Building and such lands
including without limitation all amounts paid, incurred, or
attributable to:
cleaning, snow and ice removal;
lighting of Common Areas and providing of any speaker,
security, communication, public address or music
broadcasting systems;
managing, supervising, policing, patrolling and security
and fire protection in respect of the Building;
depreciation of all fixtures and equipment which by
their nature require periodic replacement or substantial
replacement according to generally accepted accounting
principles at such rates as are used in generally accepted
accounting principles including cleaning equipment, waste
disposal equipment, heating, ventilating and air
conditioning equipment plus interest on the undepreciated
book value of the same from time to time at the rate of one
percent (1%) in excess of the prime rate of interest charged
by The Toronto Dominion Bank at Toronto;
heating, ventilating and air conditioning and sprinkler
system including maintenance, repairs, replacements and
depreciation at such rates and in accordance with generally
accepted accounting principles of all equipment, fixtures,
machinery and the like used in connection therewith to the
extent that the same are not separately charged to rentable
premises within the Building;
the supply of utilities and similar services to the
Building to the extent that the same are not separately
charged to rentable premises within the Building;
repairs, maintenance and replacement of the Building and
any improvements therein or thereon and on the property of
which the Leased Premises form part or servicing such
property including rights-of-way and the laneway adjacent to
and servicing the Building and improvements thereon;
sanitary control including waste removal;
charges for the rentals of machinery and equipment used
exclusively for the purpose of providing any of such services
and the reasonble wages, salaries and benefits payable to
personnel engaged to provide any of such services;
an Adminstration Fee equal to fifteen percent (15%) of
the Realty Taxes and Operating Expenses;
PAYMENT The additional rent payable by the Lessee as outlined
OF ADDITIONAL above shall be paid as follows:
RENT
The Lessor shall reasonable estimate the amount of such
additional rentals prior to the commencement of the Lessor's
fiscal year which commences on the 1st day of January unless
otherwise notified and the Lessee shall pay to the Lessor
monthly as additional rent, one-twelfth (1/12th) of such
estimated
COMMERCIAL LEASE - Page 4
additional rent. The additional rent for the calendar year
1996 is estimated to be $10.68 per square foot of gross
rentable area per annum;
If the amount of additional rental payments made by the
Lessee should be less than the actual additional rentals due
for such year taken as a whole, then the Lessee shall pay to
the Lessor upon written demand the amount of such
deficiency. If the aggregate amount of additional rental
payments made by the Lessee should be greater than the
actual additional rentals due for such year taken as a
whole, then the amount of such excess shall be repaid by the
Lessor to the Lessee within thirty (30) days of demand; and
if there be any such excess for the last lease year of the
Term, the amount thereof will be refunded by the Lessor to
the Lessee within ninety (90) days after the expiration of
the Term. If this Lease commences on a date other than the
first day of a calendar year or expires on a date other than
the last day of a calendar year, the estimated additional
rentals for such periods of this Lease less than a full
calendar year shall be adjusted on a pro-rata basis;
REPAIR AND to repair (reasonable wear and tear and damage by
fire, lightning and tempest only excepted);
AND that the said Lessor may enter and view state of
repair;
AND that the said Lessee will repair according to notice
in writing (reasonable wear and tear and damage by fire,
lightning and tempest only excepted);
AND that they will leave the premises in good repair
(reasonable wear and tear and damage by fire, lightning and
tempest only excepted);
ASSIGNMENT AND will not assign or sub-let the whole or any part
of the demised premises without leave; the Lessee hereby
waives and renounces the benefit of any present or future
act of the Legislature of Ontario which would allow the
Lessee to assign or sub-let this lease, without leave of the
Lessor, which leave shall not be unreasonably withheld;
AND the said Lessee covenants with the said Lessor, its
successors and assigns;
BUSINESS (A) THAT the said demised premises will not, during the said
term, be at any time used for any other purpose than that of
a general business office.
FIXTURES (B) AND THAT no fixtures, goods or chattels of any kind
will, except in the ordinary course of business, be removed
from the demised premises during the term hereby demised or
at any time thereafter without the written consent of the
Lessor, its successors or assigns, being first had and
obtained, until all rent in arrears as well as all rent to
become due during the remainder of the term hereby granted
shall have been fully paid, or the payment thereof secured
to the satisfaction of the Lessor or its assigns.
ELECTRIC POWER (C) THAT the Lessee will not, during the said term or at any
time prior or subsequent thereto, purchase, acquire or use
any electric current for lighting or other purposes except
from the company or corporation which shall for the time
supply the Lessor with electric current for such purposes in
the said building; the intention being that without the
written consent of the Lessor, there shall be only one
system of electric lighting in the said building.
(D) THE Lessor hereby covenants to pay all charges for
electric energy (for light and power) and gas used by the
Lessee in the demised premises. The Lessor shall be
responsible for the replacement of ballasts, fuses and
fluorescent lights with the demised premises.
ALTERATIONS. (E) THAT if the Lessee shall during the said term desire to
PARTITIONS, ETC. affix or erect partitions, counters or fixtures in any part of
the walls, floors or ceilings of the demised premises, it
may do so at its own expense at any time and from time to
time provided that the Lessee's rights to make such
alterations to the demised premises shall be subject to the
following conditions:
(1) THAT before undertaking any such alterations,
the Lessee shall submit to the Lessor a plan
showing the proposed alterations and shall
obtain the aproval and consent of the Lessor
to the same, which undertakings shall not be
reasonably withheld.
(2) THAT all such alterations shall conform to
all building by-laws, if any, then in force
affecting the demised premises.
(3) THAT such alterations will not be of such
kind or extent as to in any manner weaken the
structure of the building after the
alterations are completed or reduce the value
of the building.
(F) THAT, except as herien provided the Lesee will not erect
or affix or remove or change the location or style of any
partitions or fixtures, without the written consent of the
Lessor being first had and obtained.
COMMERCIAL LEASE - Page 5
(G) THAT, at the expiration of the term hereby granted, or
any renewal thereof, all fixtures belonging to the Lessee
shall remain upon the demised premises until taken down by
the Lessor, and the Lessee shall forthwith, upon the same
being taken down, remove the same from the demised premises
first paying to the Lessor the expense of such taking down
and making good all damage occasioned to the demised
premises by the taking down or removal thereof.
BANKRUPTCY OR
INSOLVENCY (H) THAT, if the term hereby granted or the goods and chattels
of the Lessee or any assignee or sub-Lessee shall be at any
time seized or taken in execution or attachment, or it the
Lessee or any such assignee or sub-Lessee shall make an
assignment for the benefit of creditors or shall become
bankrupt or insolvent, or make a proposal to its creditors,
or without the consent of the Lessor being first obtained in
writing shall make a sale, under the Bulk Sales Act, in
respect of goods on the premises, or being a company shall
become subject to any legislative enactment relating to
liquidation or winding up, either voluntary or compulsory,
the said term shall immediately become forfeited and void,
and an amount equivalent to the next ensuing three months'
rent shall be at once due and payable.
RULES AND
REGULATIONS (I) THAT the Lessee and its clerks, servants and agents will
at all times during the occupancy of the demised premises
observe and conform to such reasonable rules and regulations
as shall be made by the Lessor from time to time including
the rules and regulations set forth in Schedule "C" hereto
and of which the Lessee shall be notified, such rules and
regulations being deemed to be incorporated in and form part
of these presents.
REMODELING AND (J) THAT, in the event of the Lessor desiring at any time
SALE during the term, or any renewal thereof, to remodel the said
building, or any part thereof, or to take down the said
building, the Lessee will on receiving six months' notice in
writing, surrender this lease and all the remainder of the
term, if any, then yet to come and unexpired, as from the
day mentioned in such notice, and will, subject nevertheless
to the provisions hereinbefore contained thereupon, vacate
the premises and yield up to the Lessor the peaceable
possession thereof. IT IS UNDERSTOOD that the said six
months' notice need not expire at the end of any year or at
the end of any month, and in the event of the day fixed for
termination of the lease expiring on some other day than the
last day of a month, the rent for such month shall be
apportioned for the broken period.
IT IS AGREED between the Parties hereto that in the
event of a sale of the said premises or if the said premises
be expropriated or condemned by any Department of the
Federal, Provincial or Municipal Governments then the Lessor
shall have the right notwithstanding anything herein
contained to terminate this lease upon giving three months'
notice in writing to the Lessee of his intention so to do or
by paying the said Lessee a bonus of three months' rent, in
which latter event, the Lessee undertakes to vacate the said
premises at the expiration of thirty (30) days from the
delivery of such notice.
PROTECTIVE
INSTALLATIONS THE LESSEE agrees to pay the cost of any installations,
additions, or alterations to the said premises that the
Lessor may be required to make by any Municipal, Provincial
or other governing authority, or requested by any private
protective system used by the Lessees, for the security and
protection of the Lessee and his employees and his or their
effects including but not so as to limit the foregoing
installations, additions and alterations for fire and theft
protection and all such installations, additions, or
alterations shall forthwith become the property of the
Lessor.
DISTRESS AND the Lessee further covenants, promises and agrees
with the Lessor that notwithstanding any present or future
Act of the Legislature of the Province of Ontario, none of
the goods or chattels of the Lessee at any time during the
continuance of the term hereby created on the said demised
premises shall be exempt from levy by distress for rent in
arrears by the Lessee as provided for by the said Section of
said Act, and that upon any claim being made for such
exemption by the Lessee or on distress being made by the
Lessor, this covenant and agreement may be pleaded as an
estoppel against the Lessee in any action brought to test
the right to the levying upon any such goods as are named
exempted in the said Section, the Lessee waiving as he
hereby does all and every benefit that could or might have
accrued to him under and by virtue of the said section of
the said act but for the above covenant.
The Lessor covenants with the Lessee for quiet enjoyment.
The Lessor further covenants with the Lessee as follows:
TAXES AND RATES (A) To pay all taxes and rates, municipal, parliamentary or
otherwise, including water rates for the normal supply of cold
water to the said premises, assessed against the demised
premises of the Lessor or Lessee on account therof saving
and excepting any business taxes and taxes upon personal
COMMERCIAL LEASE - Page 6,
property or income of the Lessee, license fees, or other
taxes imposed upon the property, business or income of the
Lessee;
PROVIDED THAT;
(i) IN THE EVENT of the Lessee being assessed as a
Separate School Supporter, and by reason thereof
the amount of the taxes payable on the said
premises being over the amount payable on an
assessment as a Public School Supporter, then and
in such event the Lessee covenants and agrees with
the Lessor to pay to the Lessor the amount of such
increase upon demand being made therefor in writing
by the Lessor. It is understood and agreed that such
increase shall be payable by the Lessee
notwithstanding the fact that at the time such
demand is made, the Lessee may have ceased to be a
Lessee of the Lessor. In the event of the Lessee
failing to pay to the Lessor the amount of such
increase upon demand as herein provided, then the
Lessor shall have the same rights and remedies for
collection thereof as for the rent in arrears.
HEATING (B) To heat the said premises between the fifteenth day of
October and the first day of May next ensuing in each year
in such manner as to keep the said premises at a reasonable
temperature for the reasonable use thereof by the Lessee
during reasonable business hours except during the making of
repairs, and in case the boilers, engines, pipes, or other
apparatus or any of them used in effecting the heating of
the said demised premises shall at any time become incapable
of heating said premises as aforesaid, or be damaged or
destroyed, to repair said damage or replace said boilers,
engines, pipes or apparatus or any of them or (at the
option of the Lessor) substitute other heating apparatus
therefor within a reasonable time, provided, however, that
the Lessor shall not be liable for indirect or consequential
damages for personal discomfort or illness arising from any
default of the Lessor;
AIR-CONDITIONING (C) TO COOL the said premises between the fifteenth day of
June and the first day of September next ensuing in each
year in such manner as to keep the said premises at a
reasonable temperature for the reasonable use thereof by the
Lessee during reasonable business hours except during the
making of repairs, and in case the air-conditioning units,
engines, pipes, or other apparatus or any of them used in
effecting the cooling of the said demised premises shall at
any time become incapable of cooling said premises as
aforesaid, or be damaged or destroyed, to repair said damage
or replace said air-conditioning units, engines, pipes or
apparatus or any of them or (at the option of the Lessor)
substitute other cooling apparatus therefor within a
reasonable time, provided, however, that the Lessor shall
not be liable for indirect or consequential damages for
personal discomfort or illness arising from any default of
the Lessor;
ACCESS (C) To give the Lessee, his agents, clerks, servants and all
persons transacting business with the Lessee, in common with
other persons, the right to enter the demised premises by
means of the main entrance on 000 Xxxxxxxxx Xxxx, Xxxxx Xxxx
and free use of the stairway and passages from the street to
the said premises at all reasonable times, subject to rules
and regulations in regard to the said building as may be
passed from time to time.
PROVISO for re-entry by the said Lessor on non-payment
of rent or non performance of covenants.
VOIDANCE OF LEASE IT IS FURTHER DECLARED AND AGREED that in case the
VACANT OR said premises or any part thereof, become and remain vacant
IMPROPER USE and unoccupied for the period of fifteen days, or be used by
any other person or persons, or for any other purpose than
as above provided, without the written consent of the
Lessor, this lease shall, at the option of the Lessor, cease
and be void, and the term hereby created expire and be at an
end, anything hereinbefore to the contrary notwithstanding
and the proportionate part of the current rent shall
thereupon become immediately due and payable, and the Lessor
may re-enter and take possession of the premises as though
the Lessee or other occupant or occupants of said premises
were holding over after the expiration of the term; or
in such case instead of determining this lease as aforesaid
and re-entering upon the demised premises, the Lessor may
take possession of the demised premises, or any part or
parts thereof, and let and manage the same and grant any
lease or leases therof upon such terms as to the Lessor or its
assigns may appear to be reasonable, and demand, collect,
recieve and distrain for all rental which shall become
payable in respect thereof, and apply the said rentals after
deducting all expenses incurred in connection with the
demised premises, upon the rent hereby reserved, and the
Lessor and its assigns and every such agent acting as
aforesaid from time to time, shall in so acting be the
agents of the Lessee, who alone shall be responsible for their
acts, and the Lessor and its assigns shall not be accountable
for any moneys except those actually recieved, notwithstanding
and act, neglect, omission or default or any such as agent
acting as aforesaid.
COMMERCIAL LEASE - Page 7
WATER AND GAS AND IT IS FURTHER DECLARED AND AGREED THAT the Lessor
DAMAGE shall not be liable for any damage to any property at any time
upon the demised premises arising from gas, steam, water, rain
or snow, which may leak into, Issue or flow from any part of
the said building, or from the gas, water, steam or drainage
pipes or plumbing works of the same or from any other place or
quarter or for any damage caused by or attributable to the
condition or arrangement of any electric or other wires in the
said building. The Lessee shall be liable for any damage done
by reason of water being left running from the taps in the
demised premises or from gas permitted to escape therein.
RISKS OF INJURY AND the Lessor shall not be responsible for any
personal injury which shall be sustained by the Lessee or
any employee, customer, or other person who may be upon the
demised premises or in the said building or the entrances or
appurtenances thereto. All risks of any such injury being
assumed by the Lessee, who shall hold the Lessor harmless
and indemnified therefrom.
NOTICE OF THE Lessee shall give the Lessor prompt written notice
ACCIDENT of any accident or other defect in the sprinkler system, water
pipes, gas pipes or heating apparatus, telephone, electric or
other wires on any part of the premises.
INSURANCE THE Lessee covenants with the said Lessor that his
said business to be so carried on in the said building will
not be of such a nature as to increase the insurance risk on
the said premises or cause the Lessor to pay an increased rate
of insurance premiums on the said premises by reason thereof
and it is distinctly understood that in case said business so
carried on by the Lessee is or becomes of such a nature to
increase the insurance risk or causes the Lessor and/or other
occupants of the said building to pay an increased rate of
insurance premiums, that the Lessee will from time to time pay
to the Lessor the increased amount of insurance premiums which
the said Lessor and other occupants of the said building have
to pay in consequence thereof; provided that the Lessee
covenants that he will not carry on or permit to be carried on
any business in the said building which may make void or
voidable any insurance held by the Lessor or the other
occupants of the said building.
BUSINESS NOT TO BE PROVIDED that the Lessee will not do or permit anything
A NUISANCE to be done on the said premises or permit or keep anything
therein which may be annoying to the Lessor or other occupants
of the said building of which the said Lessor may deem to be a
nuisance and that no machinery shall be used therein which
shall cause any undue vibration in or to the said premises and
that in case of the Lessor or any other occupants of the said
building reasonably complaining that any machinery or
operation or process is a nuisance to it or them or which
causes any undue vibration or noise in the said premises that
upon receiving notice thereof, the said Lessee will
immediately xxxxx such nuisance. The said Lessee covenants not
to obstruct or interfere with the rights of the Lessor or
other occupants of the said building or in any way injure or
annoy them or conflict with any of the rules and regulations
of the Board of Health or with and Statute or municipal
by-law.
SIGN AND IT IS HEREBY FURTHER AGREED by and between the said
Lessor and the said Lessee that no sign, advertisement or
notice shall be inscribed, painted or affixed by the said
Lessee on any part of the outside or inside of the building
whatever, unless of such manner, color, size and style and in
such places upon or in said building as shall be first
designated by the Lessor, and, furthermore, the Lessee, on
ceasing to be Lessee of the demised premises, will, before
removing his goods and fixtures from the said premises, cause
any sign as aforesaid to be removed or obliterated at his own
expense and in a workmanlike manner to the satisfaction of
the Lessor.
ELEVATOR THE Lessor undertakes to maintain elevators in said
building which are to be run during the ordinary business
hours of every business day of the year, but not during public
holidays or Sundays, except at the option of the Lessor. The
Lessee shall, subject to the Lessor's rules and regulations,
have free use of such elevators in common with others lawfully
using the same, but the Lessee and its employees and all other
persons using any such elevator shall do so at its, his, her
or their sole risk and under no circumstances shall the
lessor be held responsible for any damage or injury happening
to any person whilst using such elevator, or occasioned to
any person by such elevator or any appurtenances and whether
such damage or injury shall happen by reason of the act,
omission or negligence or otherwise of the Lessor, or any of
its employees, servants, agents or otherwise howsoever.
COMMERCIAL LEASE - Page 8
FIRE PROVIDED that if during the term herein or any renewal
thereof the premises shall be destroyed or damaged by fire or
the elements then the following provisions shall apply:
(A) If the demised premises shall be so badly injured as to be
unfit for occupancy, and as to be incapable of being repaired
with reasonable diligence within one hundred and twenty days
of the happening of such injury, then the term hereby granted
shall cease and be at an end to all intents and purposes from
the date of such damage or destruction, and the Lessee shall
immediately surrender the same, and yield up possession of the
demised premises to the Lessor, and the rent from the time of
such surrender shall be apportioned;
(B) If the demised premises shall be capable, with reasonable
diligence, of being repaired and rendered fit for occupancy
within one hundred and twenty days from the happening of such
injury as aforesaid, but if the damage is such as to render
the demised premises wholly unfit for occupancy, then the rent
hereby reserved shall not run or accrue after such injury, or
while the process of repair is going on, and the Lessor shall
repair the same with all reasonable speed, and the rent shall
recommence immediately after such repairs shall be completed.
(C) If the demised premises shall be repaired within one
hundred and twenty days as aforesaid, and if the damage is
such that the said premises are capable of being partially
used, then until such damage shall have been repaired, the
rent shall xxxxx in the proportion that the part of the
demised premises rendered unfit for occupancy bears to the
whole of the demised premises.
NO ABATEMENT OF THERE shall be no abatement from or reduction of the
RENT rent due hereunder, nor shall the Lessee be entitled to
damages, losses, costs or disbursements from the Lessor during
the term hereby created on, caused by or on account of fire,
(except as above), water, sprinkler systems, partial or
temporary failure or stoppage of heat, light, elevator, live
steam or plumbing service in or to the said premises or
building, whether due to acts of God, strikes, accidents, the
making of alterations, repairs, renewals, improvements,
structural changes to the said premises or buildings or the
equipment or systems supplying the said services, or from any
cause whatsoever; provided that the said failure or stoppage
be remedied within a reasonable time.
RIGHT TO SHOW THAT the Lessee will permit the Lessor to exhibit the
PREMISES demised premises during the last three months of the term to
any prospective Lessee and will permit all persons having
written authority therefor to view the said premises at all
reasonable hours.
NOTICES THAT any notice which either of the parties is required
or permitted to give pursuant to any provision of this lease
may, if intended for the Lessee, be given a writing left at
the demised premises or mailed by registered mail addressed to
the Lessee at the demised premises, and if intended for the
Lessor by a writing left at the premises of the Lessor at 000
Xxxxxx Xxxxxx, Xxxxx #000, Xxxxxxx, Xxxxxxx, X0X 0X0 or mailed
by registered addressed to the Lessor at the Lessor's said
premises, and such notice shall be deemed to have been given
at the time it was delivered or mailed, as the case may be.
OVER HOLDING PROVIDED further and it is hereby agreed that
should the Lessee holdover after the expiration of this lease
and the Lessors thereafter accept the rent for the said
premises, the Lessee shall hold the said premises as a monthly
Lessee only of the Lessors but subject in all other respects
to the terms and conditions of this lease.
LEASEHOLD
IMPROVEMENTS The Lessee agrees to accept the leased premises in
an "AS IS" condition except that the Lessor shall, at its
own cost and expense, do the following:
o demise walls as indicated on the space plan attached hereto
as Schedule "D"
o Expose the plate glass indicated as G1 and G2; and
o install double-doors.
BUILDING SIGNAGE NOTWITHSTANDING any of the above the Lessor permits
signage for the Lessee on the upper facade of the west or
south side of the building, subject, subject to the Lessor's
reasonable approval as to size, design and aesthetic criteria.
RIGHT OF FIRST The Lessee shall have a right of first refusal to lease
REFUSAL ON "Area A" being part of the ninth (9th) floor of the building
ADDITIONAL AREA shown outlined in green on Schedule "D" and comprising
approximately two thosand three hundred and fifty-five (2,355)
squarefeet of rentable area. If, during the Term of the Lease
or any renewal therof, the Lessor receives an acceptable
written offer, from a third party, to lease all or a portion
of "Area A", then the Lessor will notify the Lessee in
writing, of the terms of such acceptable written Offer to
Lease. The Lessee shall have forty-eight (48) hours from
receipt of such notice to exercise its right of first refusal,
in writing, delivered to the Lessor, to lease "Area A" on the
same terms and conditions as are contained in the accepable
COMMERCIAL LEASE - Page 9
written Offer to Lease. Should the Lessee not exercise its
right of first refusal within the forty-eight (48) hour
period as specified, then this right of first refusal shall
terminate. If, as a result of the Lessee not exercising this
option, all or part of the space is leased by another
tenant, then this right of first refusal shall cease.
RENEWAL The Lessee, when not in default or arrears
hereunder, upon written notification to the Lessor at least
SIX (6) months prior to the expiration of the lease term,
shall have the right to renew the Lease for a further term
of up to FIVE (5) YEARS on the same terms and conditions
except for the further right of renewal and the rental rate
which shall be set at the then current fair market rate for
similar premises in the North York area.
The words importing the singular number only shall
include the plural, and vice versa, and words importing the
masculine gender shall include the feminine gender, and
words importing persons shall include firms and corporations
and vice versa.
Unless the context otherwise required, the word
"Lessor" and the word "Lessee" whenever used herein shall be
construed to include and shall mean the executors,
administrators, successors and/or assigns of the said Lessor
and Lessee, respectively, and when there are two or more
Lessees bound by the same covenants herein contained, their
obligations shall be joint and several Schedules "A", "B"
and "C" attached hereto form an integral part of this lease.
IN WITNESS WHEREOF the parties hereto have executed these presents
SIGNED, SEALED and DELIVERED 000 XXXXXXXXX XXXX LIMITED
In the presence of
/s/ Per:/s/ illegible
------------------------ ------------------------------
V.3. SEMICONDUCTOR CORPORATION
Per:/s/ illegible
------------------------------
SCHEDULE "A"
------------
000 XXXXXXXXX XXXX
-----------------
NORTH YORK, ONTARIO
SUITE 901
[V3 SEMICONDUCTOR FLOOR PLAN]
SCHEDULE "B"
------------
SPECIAL PROVISIONS
------------------
1 LESSEE'S INSURANCE
The Lessee shall take out and keep in force during the said Term:
(1) Comprehensive general public liability (including bodily injury,
death, and property damage) insurance, on an occurrence basis with
respect to the business carried on in or from the Leased Premises and
the Lessee's use and occupancy thereof of not less than ONE MILLION
DOLLARS ($1,000,000.00) which insurance shall include the Lessor as a
named insured and shall protect the lessor in respect of claims by
the Lessee as if the Lessor were separately insured; and
(2) Insurance in respect of fire and such other perils as are from
time to time defined in the usual extended coverage endorsement
covering the Lessee's trade fixtures and the furniture and equipment
of the Lessee and; (except as to Insured Damage), all Leasehold
Improvements of the Lessee and which insurance shall include the
Lessor as a named insured as the Lessor's interest may appear with
respect to insured Leasehold Improvements and provide that any
proceeds recoverable in the event of loss to Leasehold Improvements
shall be payable to the Lessor but the Lessor agrees to make
available such proceeds toward the repair or replacement of the
insured property if this Lease is not terminated pursuant to any
other provision hereof.
All insurance required to be maintained by the Lessee hereunder shall
be on terms and with insurers to which the Lessor has no reasonable
objection and shall provide that such insurer shall provide to the
Lessor thirty (30) days written notice of cancellation or material
alteration of such terms. The Lessee shall furnish to the Lessor
certificates or other evidence acceptable to the Lessor as to the
insurance from time to time required to be effected by the Lessee and
its renewal or continuation in force. If the Lessee shall fail to
take out, renew and keep in force such insurance, the Lessor may do
so as the agent of the Lessee and the Lessee shall repay to the
Lessor any amounts paid by the Lessor as premiums forthwith upon
demand.
2. CARPET
The Lessee shall be responsible for any xxxxx, tears, stains or damages
to the carpet, reasonable wear and tear and pre-existing excepted, and
shall make any restorations and/or replacements as directed by the
Lessor at the Lessee's cost, and shall leave carpeting in a clean,
undamaged, unsoiled and unstained condition upon vacating the premises,
reasonable wear and tear excepted.
3. FEDERAL GOODS AND SERVICES TAX COVENANT
Notwithstanding any other provisions of this Lease to the contrary,
the Lessee shall pay to the Lessor an amount equal to any and all
goods and service taxes, sales taxes, value added taxes, or any other
taxes imposed on the Lessor with respect to net Rent, additional Rent
or any other amounts payable by the Lessee to the Lessor under this
Lease whether characterized as a goods and services tax, sales tax,
value added tax, or otherwise (and shall hereinafter be referred to
as "Sales Taxes"). It is the intention of the parties that the Lessor
shall be fully reimbursed by the Lessee with respect to any and all
Sales Taxes payable by the Lessor. The amount of such Sales Taxes so
payable by the Lessee shall be calculated by the Lessor and shall be
paid to the Lessor at the same time as the amounts to which such
Sales Taxes apply are payable to the Lessor under the terms of this
Lease or upon demand at such other time or times as the Lessor from
time to time determines. Notwithstanding any other provision of this
Lease to the contrary, the amount payable by the Lessee under this
paragraph shall be deemed not to be net Rent or additional Rent, but
the Lessor shall have all of the same remedies for and rights of
recovery of such amount as it has for recovery of rent under this
Lease.
4. NOTICES
Any notice given hereunder shall be personally delivered during normal
business hours to the Lessor at: 000 Xxxxxx Xxxxxx, Xxxxx #000,
Xxxxxxx, Xxxxxxx, X0X 0X0 and to the Lessee at: 000 Xxxxxxxxx Xxxx,
Xxxxx #000, Xxxxx Xxxx, Xxxxxxx), X0X 0X0
PARKING
The Lessee and its visitors shall have the right to a reasonable and
proportionate use of the unreserved outdoor parking associated with
the building free of charge on a first come, first served basis,
together with the other tenants of the building and their visitors.
6. DIRECTORY BOARDS
The Lessee shall have the right to have the name of its firm on the
building directory board in the main building lobby at the Lessee's
expense.
7. ELEVATORS
Any moving of furniture or large items requiring the elevator to be
put on service for an extended period of time, can only be done upon
48 hours prior notification to management in writing and can only be
scheduled for a prearranged specified period of time. The cost of
necessary on-site security, if after office hours and/or on a
weekend, will be charged to the respective Lessees.
Deliveries or moving of small items necessitating putting the elevator
on service for a period of no longer than 15 minutes, can be arranged
between 10:00 a.m. and 3:30 p.m. on weekdays except holidays and
weekends.
8. USE OF COMMON BOARDROOM
The Lessee shall have the use of the common boardrom in the building on
a first-come, first-served basis at rates and terms as exist at the
time of request by the Lessee.
9. AFTER-HOUR ACCESS
a) After hour access to the building is by security access card only,
or such reasonable prior arrangement with management.
b) Additional security access cards (for employees) are available to
the Lessee upon written, authorized request, free of charge,
provided that the Lessee shall be responsible for maintaining
security measures governing such additional access cards, and
provided that the Lessee shall notify management promptly in the
event any access cards issued have been misplaced or considered
stolen.
SCHEDULE "C"
SCHEDULE OF RULES AND REGULATIONS FORMING PART OF THE WITHIN LEASE
1. The sidewalks, entrances, elevators, stairways and corridors of the building
shall not be obstructed by any Lesssees or used by them for any other purpose
than for ingress and egress to and from their respective offices, and no Lessee
shall place or allow to be placed in the hallways, corridors or stairways any
waste paper, dust, garbage, refuse or any thing whatever that shall tend to make
them appear unclean, untidy or filthy.
2. The floors, skylights and windows that reflect or admit light into
passageways or into any place in the said building shall not be covered or
obstructed by any of the Lessees, and no awnings shall be put over any window;
the water closets and other water apparatus shall be used for any purpose other
than those for which they were constructed, and no sweeping, rubbish, rags,
ashes or other substances be thrown therein, and any damage resulting to them
from misuse shall be borne by the Lessee by whom or by whose employees the
damage was caused.
3. All window signs, interior signs and signs on glass doors must be approved in
writing by the Lessor before the Lessee engages a sign contractor to paint said
signs, and all such signs shall be painted in the form previously so approved by
the Lessor.
4. In the event that the Lessor provided and installs a Public Directory Board
inside the main entrance to the building, the Lessee's or Lessees' name or names
shall be placed on the said Board at the expense of such Lessee or Lessees, same
to be charged to the Lessee or Lessees in the month's xxxx for rent next
rendered, and shall be recoverable as rent.
5. If any sign, advertisement or notice shall be inscribed, painted or affixed
by the Lessee on or to any part of the building whatever, then the Lessor shall
be at liberty to enter on said premises and pull down and take away any such
sign, advertisement or notice, and the expense thereof shall be payable by the
Lessee.
6. If by any reason of any alterations which the Lessee may make or may permit
to be made, with or without the consent of the Lessor, to any part of the
demised premises or to any fixtures in the demised premises, the addition of any
equipment or the use of any material which the Lessee, its employees or other
persons permitted by the Lessee to be on the premises may use or keep in the
said premises, or any change in the type of occupancy of the demised premises
which the Lessee may make or permit to be made, there is any increase in the
insurance premiums payable by the Lessor on any fire insurance which may be in
effect or which the Lessor may hereafter place upon the building of which the
demised premises form a part the Lessee agrees to pay to the Lessor the amount
of such increase, and the parties agree that a statement by the insurance broker
of the Lessor of the amount of such increase shall be final and binding upon the
parties.
7. No safes, machinery, equipment, heavy merchandise or anything liable to
injure or destroy any part of the building shall be taken into it without the
consent of the Lessor in writing, and the Lessor shall in all cases retain the
power to limit the weight and indicate the place where such safe or the like is
to stand, and the cost of repairing any and all damage done to the building by
taking in or putting out such safe or the like or during the time it is in or on
the premises, shall be paid for on demand by the Lessee who so causes it. No
Lessee shall load any floor beyond its reasonable weight carrying capacity as
set forth in the municipal or other codes applicable to the building.
8. In order that the demised premises may be kept in a good state or
preservation and cleanliness, the Lessee shall during the continuance of its
lease permit the janitor or caretaker of the Lessor to take change of and clean
the demised premises.
9. No Lessee shall employ any person or persons other than the janitor or
caretaker of the Lessor for the purpose of such cleaning or of taking charge of
said premises, it being understood and agreed that the Lessor shall be in no
wise responsible to any Lessee for any loss of property from the demised
premises, however occurring, or any damage done to the furniture or other
effects of any Lessee by the janitor or caretaker or any of its employees.
10. The Lessor shall have the right to enter the demised premises at reasonable
hours in the day to examine the same or to make such repairs and alterations as
it shall deem necessary for the safety and preservation of the building and also
during the three months previous to the expiration of the lease of the demised
premises, to exhibit the said premises to be let and put upon them its usual
notice "For Rent", for which said notice shall not be removed by any Lessee.
11. Nothing shall be thrown by the Lessees, their clerks or servants, out of the
windows or doors or down the passages and sky-lights of the building.
12. No animals shall be kept in or about the premises.
13. If the Lessee desires telegraph or telephone, call xxxx or other private
signal connections, the Lessor reserves the right to direct the electricians or
other workmen as to where and how the wires are be introduced, and without such
directions no boring or cutting for wires shall take place. No other wires of
any kind shall be introduced without the written consent of the Lessor.
14. No one shall use the leased premises for sleeping apartments or residential
purposes.
15. Lessees and their employees shall not make or commit any improper noise in
the building, or in any way interfere with or annoy other Lessees or those
having business with them.
16. All Lessees must observe strict care not to allow their windows to remain
open so as to admit rain or snow, or so as to interfere with the heating of the
building. The Lessees neglecting this rule will be responsible for any injury
caused to the property of other Lessees or to the property of the Lessor by such
carelessness. The Lessee, when closing offices for business, day or evening,
shall close all windows and lock all doors.
17. The Lessee agrees not to place any additional locks upon any doors of the
demised premises and not to permit any duplicate keys to be made therefor; but
to use only additional keys obtained from the Lessor, at the expense of the
Lessee, and to surrender to the Lessor on the termination of the lease all keys
of the said premises.
18. The Lessee shall give to the Lessor prompt written notice of any accident
any defect in the water pipes, gas pipes, heating apparatus, telephone or
electric light or other wires in any part of said building.
19. No inflammable oils or other inflammable, dangerous or explosive materials
shall be kept or permitted to be kept in the demised premises.
20. The caretaker will have charge of all radiators and will give all
information for the management of the same, and the Lessee shall give to the
Lessor prompt written notice of any accident to or defects in the water pipes or
heating apparatus.
21. No bicycles or other vehicles shall be brought within the building or upon
the Lessor's property; including any lane or courtyard.
22. Nothing shall be placed on the outside of windows or projections of the
demised premises. No air-conditioning equipment shall be placed at the
windows of the demised premises without the consent in writing of the Lessor.
23. Spikes, hooks, nails, screws or knobs shall not be put into the walls or
woodwork.
24. No freight, furniture or packages will be received in the building or
carried up or down in the elevator between the hours of 8 a.m. and 6 p.m.
25. All glass, locks and trimmings in or upon the doors or windows of the
demised premises shall be kept whole and whenever any part thereof shall become
broken, the same shall be immediately replaced or repaired under the direction
and to the satisfaction of the Lessor, and such replacements and repairs shall
be paid for by the Lessee.
26. No heavy equipment of any kind shall be moved within the building without
skids being placed under the same, and without the consent of the Lessor in
writing.
27. Any alterations, additions, renewals or changes made in the partitions or
divisions of the rooms or linoleum floors during the currency of the lease
shall, if made at the request of the Lessee, be done by the Lessor at the
expense of the Lessee, and shall be subject to the approval in writing and
direction of the Lessor.
28. The Lessor shall not be liable for any damage to any property at any time on
the demised premises, nor for the theft of any of the said property, nor shall
it be liable for an escape or leakage of smoke, gas, water, rain or snow;
howsoever caused, nor for any accident to the property of the Lessee.
29. Any person entering upon the roof of the building does so at his own risk.
30. The Lessee shall not enter into any contract with any person or persons or
corporations for the purpose of supplying towels, soap or sanitary supplies,
etc., ice or spring water, unlesss the said person or persons or corporations
agree that the time and place of delivery of such articles and the elevator
service to be used in connection therewith shall be subject to such rules and
regulations as the Lessor may from time to time prescribe.
31. Lessees, their agents and employees shall not take food into the elevator or
into public or rented portions of the building unless such food is carried in
covered receptacles approved by the Lessor in writing.
32. The Lessor reserves the right to restrict the use of the demised premises to
the Lessee and/or its employees after 6 p.m.
33. No Lessee shall made a door-to-door canvass of the building for the purpose
of selling any products or services to the other Lessees without the written
consent of the Lessor.
34. No Lessee shall be permitted to do cooking or to operate cooking apparatus
except in a portion of the building rented for the purpose.
35. The Lessor shall have the right to made such other and further reasonable
rules and regulations and to alter, amend or cancel all rules and regulations as
in its judgement may from time to time be needed for the safety, care and
cleanliness of the building and for the preservation of good order therein and
the same shall be kept and observed by the Lessees, their clerks and servants.
The Lessor may from time to time waive any of such rules and regulations as
applied to particular Lessees and is not liable to the Lessee for breaches
thereof by other Lessees.
SCHEDULE "D"
------------
LEASEHOLD IMPROVEMENTS
000 XXXXXXXXX XXXX
------------------
NORTH YORK, ONTARIO
SUITE 901 -6982 S.F.
[FLOOR PLAN FOR V3 SEMICONDUCTOR INC.]
