Exhibit 6.4

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential

L E A S E

THIS INDENTURE made this 5^th day of September, 2023

A M O N G :

RYSE INC.

(the “Tenant”)

 OF THE FIRST PART;

A N D :

[LANDLORD NAME OMITTED]

(the “Landlord”)

OF THE SECOND PART;

ARTICLE 1.00 - DEFINITIONS

In this Lease, the following terms shall have the following meanings:

1..1       Special Definitions

The following are certain basic terms and provisions of this Lease (the “Special Definitions”), which Special Definitions form part of and are, in certain instances, referred to in subsequent provisions of this Lease. Any conflict or inconsistency between the Special Definitions and other provisions of this Lease shall be resolved in favour of such other provisions:

Standard Definitions

Without limiting the generality of the foregoing, Common Areas and Facilities include, unless otherwise designated from time to time, the roof, exterior wall assemblies, including weather walls, exterior and interior structural elements and bearing walls in the buildings and improvements comprising the Building; parking areas, all entrances and exits thereto and all other structural elements thereof; access roads; truck courts; driveways; truckways; delivery passages; package pick-up stations; loading docks and related areas; pedestrian sidewalks; landscaped and planted areas; corridors; equipment, furniture, furnishings and fixtures; first aid stations; stairways, transportation equipment and systems; tenant common and public washrooms; electrical, telephone, meter, valve, mechanical, mail, storage, service and janitor rooms and galleries; music, fire prevention, security and communication systems; general signs; columns; pipes; electrical, plumbing, drainage, mechanical, and all other installations, equipment or services located therein or related thereto as well as the structures housing the same.

1.7       INTENTIONALLY DELETED.

1.8       INTENTIONALLY DELETED.

1.11       INTENTIONALLY DELETED.

ARTICLE 2.00 - PREMISES AND COMMON AREAS AND FACILITIES

2..2       Intent - Net Lease

It is the intent of the parties that this Lease be absolutely net to the Landlord and that the Tenant shall pay all costs and expenses relating to the Premises and business carried on therein, except as expressly provided for in this Lease. Any amount or obligation relating to the Premises which is not expressly declared to be that of the Landlord shall be deemed to be an obligation of the Tenant, to be performed by or at the Tenant’s expense. It is understood and agreed that all Rent to be paid by the Tenant to the Landlord hereunder shall be paid without any deduction, abatement, set-off or compensation whatsoever (except to the extent it may be abated pursuant to the provisions of this Lease) and the Tenant hereby waives the benefit of any statutory or other rights in respect of any abatement, set-off or compensation in its favour at the time hereof or at any future time.

2..3       Tenant’s Estoppel Certificate

At any time or from time to time during the Term, the Tenant shall upon 5 days’ prior notice promptly execute and deliver to the Landlord a written statement in such form as the Landlord may reasonably require. Such statement when so executed and delivered shall be deemed to be incorporated in and become a part of this Lease.

2..4       Early Occupancy

In the event the Landlord, in its sole discretion, permits the Tenant to occupy or move its goods into the Premises prior to the Commencement Date or Fixturing Period (if any), all obligations of the Tenant pursuant to this Lease shall apply, however, the Tenant shall not be liable for any payments of Rent, save and except those resulting from any damage to the Building. The Tenant shall not be permitted to commence operations during any such early occupancy period.

If the Tenant shall continue to occupy the Premises after the end of the Term with the consent of the Landlord and without any further written agreement, the Tenant shall be a monthly tenant at a Minimum Rent equal to the aggregate of:

all such rental to be payable in advance on the first day of each and every month and such monthly tenancy shall be on the terms and conditions and subject to all other charges and amounts payable herein set out, including the payment of Additional Rent except as to the length of tenancy.

2..6       Deposit

The Landlord acknowledges receipt of the Deposit, of which $ [OMITTED] shall be held on account of the Rent for the 1^st and 24^th month of the Term, and the balance shall be held by the Landlord, without liability for interest, as security for the faithful performance by the Tenant of all the terms, covenants and conditions of this Lease to be kept, observed and performed by the Tenant. If at any time during the Term the Rent or other sums payable by the Tenant to the Landlord are overdue and unpaid or if the Tenant fails to keep and perform any of the terms, covenants and conditions of this Lease to be kept observed and performed by the Tenant, then the Landlord, at its option may, in addition to any and all other rights and remedies provided for in this Lease or by law, apply the balance of the Deposit or so much thereof as is necessary, to compensate the Landlord for loss or damage sustained or suffered by the Landlord due to such breach on the Tenant’s part. If the balance of the Deposit or any portion thereof is applied by the Landlord as aforesaid, or if the balance of the Deposit shall be less than the then current estimate of the monthly instalment of Minimum Rent and estimated Additional Rent due in the last month of the Term, the Tenant shall, upon demand of the Landlord, forthwith remit to the Landlord a sufficient amount to increase the Deposit to the greater of said estimate or the amount originally held, and the Tenant’s failure to do so within 5 days after receipt of such demand constitutes a breach of this Lease.

The rights of the Landlord hereunder in respect of the Deposit shall continue in full force and effect and shall not be waived, released, discharged, impaired or affected by reason of the release or discharge of the Tenant in any receivership, bankruptcy, insolvency, winding-up or other creditor’s proceedings including, without limitation, any proceedings under the Bankruptcy and Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada), or the surrender, disclaimer, repudiation or termination of the Lease (individually and collectively referred to herein as “Disclaimed”) in any such proceedings and shall continue with respect to the periods thereto and thereafter as if the Lease had not been Disclaimed.

Those Common Areas and Facilities consisting of building systems located in the Premises do not form part of the Premises.

ARTICLE 3.00 - RENT

The Tenant shall pay to the Landlord as rental for the Premises the Minimum Rent in advance on the first day of each and every month from the Commencement Date to the date the Term expires and if the Commencement Date or the date the Term expires are not the first and last days of a month, respectively, then the Minimum Rent for the first and last months of the Term shall be appropriately prorated. The payment of Rent and the acceptance of same by the Landlord by an entity other than the Tenant named herein shall not operate to release the Tenant or any Indemnifier from its liability under the Lease or Indemnity Agreement, nor to grant any rights or privileges to such entity under this Lease or to grant consent to any Transfer.

3..2       INTENTIONALLY DELETED.

3..3       Operating Costs

The Tenant shall pay to the Landlord as Additional Rent, commencing on the Commencement Date, its Proportionate Share of Operating Costs (the “Tenant’s Share of Operating Costs”) by consecutive monthly instalments in advance on the first day of each month during the Term and the amount of such instalments shall be the amount reasonably estimated from time to time by the Landlord.

In either case, the resultant share is herein referred to as the “Tenant’s Share of Taxes”.

Notwithstanding the provisions of Sections 3.3 and 3.4, as soon as bills for all or any portion of the amounts therein referred to are received, the Landlord may bill the Tenant for the Tenant’s Share of Taxes and the Tenant shall pay the Landlord such amounts so billed (less all amounts previously paid by the Tenant on the basis of the Landlord’s estimate as aforesaid) as Additional Rent on demand. From time to time during any Accounting Period, the Landlord may estimate or re-estimate the amount of the Tenant’s Share of Taxes or the Tenant’s Share of Operating Costs for such Accounting Period or broken portion thereof, in which event the Landlord shall notify the Tenant in writing of the re-estimate and shall fix monthly instalments for the remaining balance of such Accounting Period or broken portion thereof so that after giving credit for the instalments paid by the Tenant on the basis of the previous estimate or estimates, the full amount of the Tenant’s Share of Taxes or the Tenant’s Share of Operating Costs will have been paid during such Accounting Period or broken portion thereof.

Subsequent to the end of the Accounting Period, the Landlord shall deliver to the Tenant:

Upon the expiry of Term, or earlier termination of the Lease, the Landlord may re- estimate the amounts pursuant to Sections 3.3, 3.4 and 3.6, and the Landlord may make an interim billing to the Tenant for such re-estimated amounts, subject to the final adjustment to be made after the end of the Accounting Period.

Notwithstanding any other provision in this Lease to the contrary, the amount payable by the Tenant under this Section shall be deemed not to be Rent or Additional Rent, but the Landlord 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.

ARTICLE 4.00

INTENTIONALLY DELETED.

ARTICLE 5.00 - GENERAL COVENANTS

The Landlord covenants with the Tenant:

The Tenant covenants with the Landlord:

ARTICLE 6.00 - INSURANCE AND INDEMNITY

The Tenant shall throughout the Term of this Lease provide at its own expense and keep in force for the benefit of the Landlord, as an additional insured, the following insurance, and the Tenant shall furnish the Landlord with a certificate issued by the insurance carrier evidencing same:

All policies shall contain an undertaking by the insurers to notify the Landlord and the Landlord’s Mortgagee in writing not less than 30 days prior to any material change, cancellation or termination thereof.

6..2       Increase of Insurance Rates

Neither the Tenant nor its officers, directors, agents, servants, licensees, concessionaires, assignees or subtenants shall bring onto the Premises or do or permit to be done or omit to do upon or about the Premises anything which shall cause the rate of insurance upon the Premises or the Building or any part thereof or its contents to be increased and if the said rate of insurance shall be increased by reason of the use made of the Premises by the Tenant, even though such use may be a permitted use hereunder or by reason of anything done, permitted to be done or omitted to be done by the Tenant or its officers, directors, agents, servants, licensees, concessionaires, assignees or subtenants or by anyone permitted by the Tenant to be upon the Premises, the Tenant shall pay to the Landlord forthwith upon demand the amount of such increase.

If any policy of insurance upon the Building or any part thereof or the contents shall be cancelled or refused to be renewed or granted by an insurer by reason of the use and occupation of the Premises or any part thereof by the Tenant or by any of its officers, directors, agents, servants, licensees, concessionaires, assignees, subtenants or by anyone permitted by the Tenant to be upon the Premises, the Tenant shall forthwith, upon demand, remedy or rectify such use or occupation and if the Tenant shall fail to do so forthwith, the Landlord may, at its option, either:

The Landlord shall not be liable for any damage or injury caused to any property of the Tenant or others located on the Premises as a result of such entry nor shall such entry by the Landlord be a breach of any covenant for quiet enjoyment contained in this Lease.

Notwithstanding any other terms, covenants and conditions contained in this Lease, including the Landlord’s obligation to take out insurance pursuant to Section 6.5 and the Tenant’s obligation to pay its Proportionate Share of the Operating Costs, the Tenant covenants and agrees to save, defend, hold harmless and indemnify the Landlord against any and all suits, claims, actions or demands of any nature or kind to which the Landlord shall or may become liable for or suffer by reason of any breach, violation or non-performance of the Tenant of any covenant, term or provision hereof or by reason of any injury occasioned to or suffered by any person or persons or any property resulting from any wrongful act, neglect or default on the part of the Tenant or any of the Tenant’s agents, servants, employees or licensees or arising out of the use and occupation by the Tenant of the Premises and the business conducted thereon by the Tenant.

The Landlord shall insure and keep insured the Building (excluding foundations and excavations and specifically excluding any property with respect to which the Tenant and other tenants are obliged to insure pursuant to Section 6.1 or similar sections of their respective leases) against loss or damage by fire, lightning, tempest and such other standard extended coverage insurance perils as are normally insured against from time to time during the Term by owners of similar buildings in Toronto, Ontario, for such an amount as, in the opinion of the Landlord or the Landlord’s Mortgagee, is necessary to protect the Landlord against such loss or damage and the Landlord shall also insure against loss of rental. Notwithstanding the contribution by the Tenant to the cost of insurance premiums as part of Operating Costs, the Tenant acknowledges and agrees that:

ARTICLE 7.00 - USE OF PREMISES

The Tenant covenants that the Premises shall be used actively, diligently and continuously solely for the purpose of the Permitted Use and for no other purpose whatsoever.

7..2       Name

The Tenant covenants that it shall operate the business in the Premises under the Permitted Name and no other name whatsoever without the prior written consent of the Landlord.

7..3       Business Operations

The Tenant covenants to continuously, actively and diligently operate its business upon the whole of the Premises during the Business Hours and conduct its business in an up- to-date, high-class and reputable manner befitting the Building throughout the whole of the Term and any renewals thereof, provided that nothing in this Lease shall require the Tenant to carry on its business during any period prohibited by any law or by-law regulating or limiting the hours when such business may be carried on. The Tenant agrees not to support the enactment or renewal of any such law or by-law. The Tenant shall maintain on the Premises a substantial stock of goods and equipment adequate to ensure successful operation of the Tenant’s business and shall employ permanent clerks and salesmen sufficient for the operation of its business. The Tenant will not do any act in or about the Common Areas and Facilities or the Building which, in the Landlord’s opinion, hinders or interrupts the flow of traffic to, in and from the Building nor will it do anything which, in the Landlord’s opinion, in any way obstructs the free movement of persons doing business in the Building.

7.5       Compliance with Regulations

The Tenant shall comply promptly with and conform to the requirements of all applicable statutes, laws, by-laws, regulations, ordinances and orders from time to time or at any time in force during the Term and affecting the condition, equipment, maintenance, use or occupation of the Premises and with every applicable regulation, order and requirement of the insurers advisory organization or any body having similar functions or of any liability or fire insurance company by which the Landlord and the Tenant or either of them may be insured at any time during the Term, and in the event of the default of the Tenant under the provisions of this Section, the Landlord may itself comply with any such requirement as aforesaid and the Tenant will forthwith pay all costs and expenses incurred by the Landlord in this regard and the Tenant agrees that all such costs and expenses shall be recoverable by the Landlord as Additional Rent.

7..6       Signs and Window Coverings

The Tenant shall not erect or install any exterior signs or any window coverings, signs, advertising media, lettering or placards on any glazing, whether such glazing is located on the exterior of the Building or looking upon any Common Area, without the prior written consent of the Landlord. The Landlord shall be entitled to require that any such work be performed by it and to its specifications and that the Tenant pay to the Landlord the cost of such work within 15 days of its completion. The Tenant shall not use any advertising media that the Landlord shall deem objectionable to it or to other tenants, such as loud speakers, phonographs, broadcasts or telecasts in a manner to be heard or seen outside the Premises. The Tenant shall not install any exterior lighting or plumbing fixtures, signs, awnings, exterior decorations or painting or make any changes to the front of the Premises. The Tenant shall arrange for the dismantling and removal of any signs and installations on the exterior or interior face of the Premises at the end of the Term and shall further repair any damage caused by the removal of same at its sole cost and expense.

The Landlord will provide, at its cost, tenant signage in accordance with the Building standard. Such signage, where applicable, shall include the Permitted Name on the Building directory board and on or beside the entrance to the Premises.

7..7       Building Rules

The rules and regulations hereto attached as Schedule “D” shall in all respects be observed and performed by the Tenant, who shall also cause them to be observed and performed by all the employees, servants, agents and licensees of the Tenant. The Landlord shall have the right to alter such rules and regulations from time to time and all of such rules and regulations now or hereafter in force shall be read as if herein. The Landlord is not responsible to the Tenant in the event of the non-observance or violation of such rules or regulations or of the terms, covenants or conditions of any other lease of premises in the Building by any other tenants thereof and it is under no obligation to enforce any such rules and regulations or any such terms, covenants or conditions.

7..8       Annoying Acts

The Tenant agrees not to use, exercise or carry on or permit or suffer to be used, exercised or carried on in or upon the Premises or any part thereof any nuisance or offensive act, trade, business, occupation or calling and no act, matter or thing whatsoever shall at any time during the Term be done in or upon the Premises or any part thereof which, in the Landlord’s opinion, causes or may grow to cause annoyance, nuisance, grievance, damage or disturbance to the occupiers or owners of the Building and neighbouring lands or premises, as the case may be.

7. 9         Assignment or Sublease

The Tenant shall not effect a Transfer, including the assignment of this Lease or the subletting of the whole or any part of the Premises, unless:

Any request for such consent shall be in writing and accompanied by a true copy of such offer, and the Tenant shall furnish to the Landlord all information available to the Tenant or any additional information requested by the Landlord acting reasonably, as to the responsibility, reputation, financial standing and business of the proposed Transferee and the Tenant.

The Tenant will not effect a Transfer without the prior written consent of the Landlord in each instance, which consent shall not be unreasonably withheld. In considering whether to grant such consent, due regard may be given by the Landlord to all matters of concern to the Landlord, including, without restriction, the following, namely:

If the Tenant engages a 3^rd party to procure a Transferee, the Tenant shall provide prior written notice to the Landlord specifying the reason why it wishes to make a Transfer the name of the 3^rd party, the terms upon which it is offering for the Transfer and such other information as the Landlord may subsequently request.

The consent by the Landlord to any Transfer, if granted, shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. This prohibition against a Transfer shall be construed so as to include a prohibition against any Transfer by operation of law and no Transfer shall take place by reason of a failure by the Landlord to reply to a request by the Tenant for consent to a Transfer.

If there is a permitted Transfer of this Lease, the Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to this Lease, but no acceptance by the Landlord of any payments by a Transferee shall be deemed to be a waiver of this covenant nor shall the acceptance of the Transferee as tenant operate as a release of the Tenant from the further performance by the Tenant of the covenants or obligations on the part of the Tenant herein contained. The Landlord shall be entitled to charge a servicing fee in advance to process each request for approval, which fee shall be payable to the Landlord in advance. Any document or consent evidencing such Transfer of this Lease if permitted or consented to by the Landlord shall be prepared by the Landlord or its solicitors and all legal costs with respect thereto shall be paid by the Tenant to the Landlord forthwith upon demand. Any consent by the Landlord shall be subject to the Tenant causing any such Transferee to promptly execute an agreement (prepared by the Landlord, at the Tenant’s expense) directly with the Landlord agreeing to be bound by all of the terms, covenants and conditions contained in this Lease as if such Transferee had originally executed this Lease as Tenant.

Notwithstanding any such Transfer permitted or consented to by the Landlord, the Tenant shall be jointly and severally liable with the Transferee on this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease.

7..10        Conditions of Consent

It shall be a condition of the consent given by the Landlord pursuant to Section 7.9 that any consideration or amount paid or payable to the Tenant by the Transferee, including any Rent that exceeds the Rent payable by the Tenant to the Landlord hereunder (or such pro rated amount if the Transfer is for less than all of the Premises) shall be paid

to the Landlord, the Tenant hereby acknowledging that it is not permitted to profit in any way from the Transfer of this Lease and that all such profit or consideration shall become immediately payable to the Landlord.

7..11       Landlord’s Option

If the Tenant intends to effect a Transfer, the Tenant shall give prior written notice to the Landlord of such intent specifying therein the proposed Transferee and providing such information with respect thereto, including, without limitation, information concerning the principals thereof and as to any credit, financial or business information relating to the proposed Transferee as the Landlord or the Landlord’s Mortgagee reasonably requires and the Landlord shall within 30 days from the receipt of such information notify the Tenant in writing either, that:

If the Landlord delivers notice of its intention to cancel this Lease as aforesaid, the Tenant shall notify the Landlord in writing within 15 days thereafter of the Tenant’s intention either to refrain from such Transfer or to accept the cancellation of this Lease. If the Tenant fails to deliver such notice within such period of 15 days, this Lease will thereby be terminated upon the expiration of 45 days after the expiration of the said 15- day period. If the Tenant advises the Landlord it intends to refrain from such Transfer, then the Landlord’s right to cancel this Lease shall be void as regards the then contemplated Transfer.

If the Tenant (including for purposes of this Section any assignee or subtenant) is a corporation and unless the shares of the Tenant are listed for sale on a recognized stock exchange in Canada (in which case this Section does not apply to the Tenant), if after the date of execution of this Lease part or all of the corporate shares or voting rights of shareholders of the Tenant or of an associated, affiliated or parent company of the Tenant are transferred by sale, assignment, operation of law or other disposition other than by bequest or inheritance, or issued by subscription or allotment, or cancelled or redeemed, so as to result in a change in the effective voting or other control of the Tenant by the person or persons holding control immediately prior thereto, or if other steps or actions are taken to accomplish change of control, the Tenant will promptly notify the Landlord in writing of the changes, which will be deemed to be an assignment of this Lease in respect of which Section 7 shall apply; and whether or not the Tenant does so notify the Landlord, the Landlord may terminate this Lease within sixty (60) days next following the day on which the Landlord learns of the change unless the Landlord previously had consented in writing to the change. The Tenant shall, upon request of the Landlord, make available to the Landlord for inspection or copying or both, all books and records of the Tenant which, alone or with other data, show the inapplicability of this clause. If any stockholder or shareholder thereof, upon the request of the Landlord, fails or refuses to furnish to the Landlord any data verified by the affidavit of said stockholder or shareholder or other credible person, which data alone or with other data show the applicability or inapplicability of this clause then, at the Landlord’s option, this Lease may be terminated by sixty (60) days notice as aforesaid.

7.12        Perilous Acts and Overloading

The Tenant shall not do or suffer any waste or damage, disfiguration or injury to the Premises or the fixtures and equipment thereof nor permit or suffer any overloading of the floors thereof and shall not use or permit to be used any part of the Premises for any dangerous trade or business. The Tenant shall not permit any overloading of the Premises or the fixtures, equipment and systems serving the Premises including inter alia, and as may be applicable, heating, air-conditioning, ventilation, electrical, life safety and plumbing systems beyond the limits for which such fixtures, equipment and systems were designed. The Tenant shall take every reasonable precaution to protect the Premises and the Building from danger of fire, water damage or damage from the elements and the Tenant shall not allow any ashes, refuse, garbage or loose objectionable material to accumulate in, or on about the Premises or the Building and will at all times keep them in a clean and wholesome condition. The Tenant shall keep perishable refuse in an appropriate location until such refuse is removed from the Building.

7.13       Abrogation

In the event that the Landlord shall desire to sell the Building containing the Premises, or shall desire to take down or substantially renovate the Building, or any part thereof of which the Premises form a part, at any time after the first five (5) years of the Term set out herein or during any extension or renewal thereof, then the Tenant will, on delivery of at least 60 days prior notice in writing, surrender this Lease and all the remainder of the Term without any compensation. In the event that the day fixed for termination of the Lease does not fall on the last day of a month, the Rent for such month shall be apportioned.

7.14         Electrical

The Tenant shall not install or use any electrical or other equipment or electrical arrangement which may overload the electrical or other service facilities unless it does so with the express written consent of the Landlord and, at its own expense, makes whatever changes are necessary to comply with the reasonable and lawful requirements of the Landlord’s insurance underwriters and governmental authorities having jurisdiction and, in any event, the Tenant shall make no changes until it first submits plans and specifications of the same to the Landlord and obtains the Landlord’s written approval for such plans and specifications, which approval shall not be unreasonably withheld.

7.15         Pest Control

The Tenant shall provide strict measures and put forth every effort for rodent prevention and other pest control, including, if required, a contract with a firm of recognized exterminators. Should the Tenant fail to retain exterminators, the Landlord may do so and charge the Tenant with all costs in connection therewith.

ARTICLE 8.00 - CONSTRUCTION OF PREMISES; REPAIRS AND MAINTENANCE

8..1       Construction

At its cost and expense and subject to the limitations hereinafter expressed, the Landlord will construct the Premises for the Tenant’s use and occupancy in accordance with the plans and specifications prepared by the Landlord or the Landlord’s architect incorporating in such construction all items of work described as Landlord’s Work in Schedule “E” attached hereto and made a part hereof. Any work in addition to any of the items specifically enumerated and defined in Schedule “E” as Landlord’s Work shall be performed by the Tenant at its own cost and expense and in a good and workmanlike manner and in compliance with all applicable laws, by-laws, rules and regulations and any design criteria of the Building.

8..2       Possession by Tenant

The Tenant shall examine and inspect the Premises before taking possession hereunder and the taking of possession shall be conclusive evidence as against the Landlord that at the time thereof the Premises were in good order and satisfactory condition and that all promises, representations and undertakings by or binding upon the Landlord with respect to any item of Landlord’s Work in the Premises have been fully satisfied and performed by the Landlord. In taking possession, the Tenant acknowledges that the existing leasehold improvements, if any, are acceptable and that the Tenant is taking possession of the Premises “as is”.

8.3           Fixtures

The Tenant shall, at its expense, install and during the Term maintain in the Premises fire extinguishers in accordance with all applicable laws and first-class trade fixtures and furniture appropriate to the Tenant’s business and the general character of the Building, provided that:

8.4        Maintenance and Repairs by Tenant

For greater certainty the Tenant’s obligations under this subsection 8.4(a) shall include, without limitation:

Tenant’s obligations regarding the plumbing fixtures and systems in this Lease.

8.5       Maintenance and Repairs by Landlord

The Landlord shall at all times during the Term maintain, repair and replace or cause to be maintained, repaired or replaced as would a prudent owner of a reasonably similar building having regard to its age, size and location, the structure of the Building, including, without limitation, the structural elements of the foundations, structural elements of supporting walls, sub-floor, roof-deck, bearing walls, and structural columns and beams of the Building. The cost of such maintenance, repairs and replacements shall be included in Section 1.13(h) or shall be depreciated or amortized pursuant to Section 1.13(i), unless the Landlord is required, due to the business carried on by the Tenant, to perform such maintenance, repairs or replacements by reason of the application of laws or ordinances or the direction, rules or regulations of any duly constituted regulatory body or by reason of any act, omission to act, neglect or default of the Tenant or those for whom the Tenant is in law responsible, in which event the Tenant shall be liable and responsible for the total cost of any such maintenance, repairs or replacements, plus a sum equal to 15% of the total cost of such maintenance, repairs or replacements representing the Landlord’s overhead, which shall immediately become due and payable to the Landlord as Additional Rent upon demand.

8.6           Alterations

The Tenant may at any time and from time to time at its sole expense make such changes, alterations or improvements to and may paint and decorate the interior of the Premises in such manner as shall in the judgement of the Tenant be necessary to adapt the same for the purpose of its business provided that:

benefit of the Premises which affect the structure of the Premises or any other part of the Building or are installed outside of the Premises;

8.7        Condition on Termination

Upon the expiration or sooner termination of the tenancy hereby created the Tenant covenants:

ARTICLE 9.00 - DAMAGE, DESTRUCTION AND EXPROPRIATION

9.1         Damage and Destruction

It is expressly agreed that if during the Term hereby demised the Building or any part thereof shall be destroyed or damaged by fire, lightning, tempest, impact from aircraft, acts of God or the King’s enemies, riots, insurrections, explosions, structural defects or weaknesses or other casualty, the following provisions shall have effect:

9.2         Where No Insurance Proceeds

Notwithstanding the provisions of Section 9.1, in the event of damage or destruction occurring by reason of any cause in respect of which there are no proceeds of insurance or if the proceeds of insurance are insufficient to pay for the costs of rebuilding or making fit the Building or the Premises or in the event that any Mortgagee or other person entitled thereto shall not consent to the payment to the Landlord of the proceeds of any insurance policy for such purpose or if the Tenant is the cause of such damage or destruction, the Landlord may terminate this Lease on 30 days’ written notice.

ARTICLE 10.00 - CHANGES, IMPROVEMENTS, ETC.

10.1        Changes, Improvements, Etc.

Notwithstanding anything else contained in this Lease, the Landlord shall have the right at any time and from time to time, either during the Term of this Lease or prior to the Commencement Date, to change, expand or reduce the area, level, location, arrangement or use of the Building or any part thereof including Common Areas; construct other buildings, structures or improvements in the Building and make alterations thereof, additions thereto, subtractions there from or rearrangements thereof, enclose any open portion of the Building and the Common Areas and Facilities, create any outdoor malls or any combination thereof, build additional storeys on any building in the Building and construct additional buildings or facilities adjoining or proximate to the Building; construct multiple deck, elevated or underground parking facilities, and expand, reduce or alter same in any manner whatsoever; and relocate or rearrange the buildings, parking areas and other parts of the Building, and in its sole discretion relocate or rearrange the Premises from that shown on Schedule “A”, the purpose of which Schedule “A” is solely to show the approximate location of the Premises.

10.2        Control of Building by Landlord

The Landlord shall operate and maintain the Building in such manner as the Landlord determines from time to time and in a reputable manner as would a prudent landlord. It is acknowledged and agreed that the Building and the Common Areas and Facilities are at all times subject to the exclusive control and management of the Landlord and the Landlord has the right in its control, management and operation of the Building and by the establishment of rules and regulations and general policies with respect to the operation of the Building to:

Notwithstanding anything contained in this Lease, it is understood and agreed that if as a result of the exercise by the Landlord of its rights set out in Sections 10.1 or 10.2 the Common Areas and Facilities are diminished or altered in any manner whatsoever, the Landlord shall not be subject to any liability nor shall the Tenant be entitled to any compensation or diminution or abatement of Rent nor is any alteration or diminution of the Common Areas and Facilities deemed constructive or actual eviction or a breach of any covenant for quiet enjoyment contained in this Lease. The Tenant acknowledges that the Building is or will be leased to other tenants and that from time to time the Landlord or other tenants may perform repairs or construction in the Building.

10.3        Utilities

The Landlord shall have the right to run utility lines, pipes, roof drainage pipes, conduit wire, duct work or sprinkler systems, where necessary, through, in, beneath or above the Premises and to maintain the same in a manner which does not unduly interfere with the Tenant’s use thereof. In the event any of the utilities are separately metered, the Tenant agrees to pay the accounts for same as and when due as Additional Rent and for the cost of separate meters.

10.4        Limitation

Notwithstanding anything contained in this Lease or in any statutory provision or rule of law to the contrary, the Tenant acknowledges and agrees that if it obtains a monetary judgement or award in its favour against the Landlord (which is not under appeal by the Landlord):

ARTICLE 11.00 - DEFAULT

11.1        Events of Default

Any of the following shall constitute an event of default:

11.2        Landlord’s Right on Default

11.3        Remedies Cumulative

All rights and remedies of the Landlord set forth in this Lease are cumulative and not alternative.

ARTICLE 12.00 - MISCELLANEOUS

12.1        INTENTIONALLY DELETED.

12.2        Financial Information

The Tenant and the Indemnifier shall supply to the Landlord such financial information as the Landlord may request from time to time.

12.3        Severance

The Tenant acknowledges and agrees that notwithstanding any statutory right to the contrary, it shall not object to a severance of the Building for lease or mortgage purposes or the registration in priority to its interest of a common driveway agreement for ingress and egress to and from the severed portions of the Building.

12.4        Application of Sums Received

The Tenant covenants and agrees that the Landlord may, at its option, apply all sums received from the Tenant to any Rent or other amounts payable hereunder in such order as the Landlord sees fit.

12.5        Subordination and Attornment

This Lease is subject and subordinate to all mortgages or deeds of trust and all renewals and modifications, consolidations, replacements and extensions thereof which may now or at any time hereafter affect the Premises in whole or in part or the Building in whole or in part and whether or not such mortgages and deeds of trust shall affect only the Premises or the Building of which the Premises shall form a part or shall be blanket mortgages or deeds of trust affecting other premises as well. The Tenant shall at any time on notice from the Landlord attorn to and become a tenant of a Mortgagee or trustee under any such mortgage or deeds of trust upon the same terms and conditions as set forth in this Lease and shall execute promptly on request by the Landlord any estoppel certificate, instruments of postponement or attornment or other instruments, including an acknowledgement of a general or specific assignment of this Lease, from time to time requested so as to give full effect to this requirement or to set out the status of this Lease and the state of account between the Landlord and the Tenant, and the Tenant hereby constitutes the Landlord, the agent or attorney of the Tenant for the purpose of executing any such certificates, instruments of postponement or attornment or other instruments necessary to give full effect to this Section. If 10 days after the date of a request by the Landlord to execute any such instruments or certificates the Tenant has not executed the same, the Landlord may, at its option, terminate this Lease upon 5 days’ written notice to the Tenant.

12.6        Non-Disturbance Agreement

The Tenant agrees to subordinate its Lease of the Premises to every future Mortgagee from time to time during the Term of the Lease, provided always that such Mortgagee executes a non-disturbance agreement in a form satisfactory to the solicitor for the mortgagee, acting reasonably.

12.7        Non-Registration of Lease

The Tenant shall not register this Lease, but may register a notice of this Lease in a form which is acceptable to the solicitor for the Landlord containing reference only to the identity of the Landlord, Tenant, Premises, Building, Term and any rights of renewal.

Upon the expiration of the Term or such termination of this Lease, the Tenant shall immediately remove any registered notices at its sole cost and expense.

12.8         Conveyance by Landlord

In the case the Landlord shall convey or otherwise dispose of the Building or any part thereof to a purchaser or assignee who shall agree, in writing, to assume the obligations of the Landlord herein, all rights, liabilities and obligations on the part of the Landlord shall terminate upon such conveyance or disposal and thereupon all rights, liabilities and obligations shall be binding only upon its successors or assigns, as the case may be.

12.9        Post-Dated Cheques

The Tenant shall deliver to the Landlord upon the execution of this Lease a series of 12 post-dated cheques for the first 12 months of the Term of this Lease, each monthly cheque representing the Minimum Rent, the Tenant’s Share of Operating Costs and Tenant’s Share of Taxes payable as required by Section 3.5 and other charges under the Lease for that month. Thereafter, the Tenant shall forward to the Landlord further series of post-dated cheques in such numbers and amounts as the Landlord may reasonably require.

Notwithstanding the foregoing, in lieu of post-dated cheques, the Tenant may make Rent payments on a monthly basis via wire transfer, business e-transfer or EFT transfer to the Landlord’s bank, which bank may designated from time to time, subject to the following conditions:

The Landlord reserves the right to require post-dated cheques at any time Rent payments are not received as aforesaid.

At the Landlord’s request, the Tenant will participate in a pre-authorized electronic funds transfer system or similar system whereby the Landlord will be authorized to debit the Tenant’s bank account or the Tenant will authorize its bank or other financial institution to credit the Landlord’s bank account each month or from time to time during each Rental Year in an amount equal to the Minimum Rent and Additional Rent payable on a monthly basis. The Tenant hereby undertakes to sign such forms as may be required to give full force and effect to the foregoing within five (5) days of presentation.

12.10       Severability of Clauses

If any clause or clauses or part or parts of clauses in this Lease are illegal or unenforceable, it or they shall be considered separate and severable from the Lease and the remaining provisions of this Lease shall remain in full force and effect and shall be binding upon the parties hereto as though the clause or clauses or part or parts of clauses had never been included.

12.11       Right of Entry

The Landlord or its agents and employees shall have the right at any time during Business Hours to enter upon the Premises for the purpose of exhibiting same, provided that the exercise of such right shall not unreasonably interfere with the Tenant’s business, and the Landlord shall be permitted at any time and from time to time to enter and to have its authorized agents, employees and contractors enter the Premises for the purpose of inspection, maintenance, making repairs, alterations or improvements to the Premises or the Building or to have access to utilities and services (including heater ducts and access panels which the Tenant agrees not to obstruct) and the Tenant shall provide free and unhampered access for such purposes and shall not be entitled to compensation for any inconvenience, nuisance or discomfort caused thereby. If the Tenant is not personally present to open and permit an entry into the Premises at any time when for any reason an entry therein is necessary or permissible, the Landlord or its agents may forcibly enter the same without rendering the Landlord or such agents liable therefore and without in any manner affecting the obligations or covenants of this Lease. During the last 6 months of the Term, the Landlord may enter the Premises to tour with prospective tenants and place signage therein to facilitate leasing the Premises subsequent to the Term. Nothing herein contained, however, is deemed or construed to impose upon the Landlord any obligation, responsibility or liability whatsoever for the care, maintenance or repair of the Premises or any part thereof, except as otherwise herein specifically provided. The Tenant agrees that any entry by the Landlord upon the Premises in accordance with this Section 12.11 is not a re-entry or a breach of any covenant for quiet enjoyment contained in this Lease.

12.12      No Amendment

Any alteration, amendment, change or addition to this Lease shall be in writing and executed by the Landlord and any Tenant.

12.13       Assignment

If the Landlord shall assign this Lease to a Mortgagee or Mortgagees of the Premises or of the Building or to any other person or persons whatsoever, the Landlord shall, nonetheless, be entitled to exercise all rights and remedies reserved under this Lease without providing evidence of the approval or consent of such Mortgagee or Mortgagees or any other persons whatsoever.

12.14      Entire Agreement

The Tenant acknowledges that there are no covenants, representations, warranties, agreements or conditions, express or implied, collateral or otherwise, forming part of or in any way affecting or relating to this Lease, save as expressly set out or incorporated by reference in this Lease and that this Lease constitutes the entire agreement duly executed by the Landlord and the Tenant. Time shall be of the essence in this Lease.

12.15      Extension of Time for Performance

If and to the extent that either Landlord or Tenant shall be unable to fulfill or shall be delayed or restricted in the fulfilment of any obligation under this Lease, other than the payment by Tenant of any Rent, by reason of unavailability of material, equipment, utilities, services or labour required to enable it to fulfill such obligation or by reason of any Applicable Laws, or by reason of any strike, lock out, civil commotion, war-like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations, or its not being able to obtain any permission, approval, consent or authority required pursuant to any applicable Laws or from applicable governing authorities, acts of God or by adverse weather conditions (being weather conditions which preclude any work on the Building or any part thereof for a substantial part of a scheduled work day which causes the construction schedule to be delayed) or any other causes beyond its control, or by reason of any other such cause beyond its control and not the fault of the party being delayed and not avoidable by the exercise of reasonable foresight, then the party being delayed shall be entitled to extend the time for fulfilment of such obligation by a time equal to the duration of such delay or restriction, and the other party shall not be entitled to any compensation for any loss, inconvenience, nuisance or discomfort occasioned thereby. The party delayed will, however, use its reasonable commercial efforts to fulfil the obligation in question as soon as is reasonably practicable by arranging an alternate method of providing the work, services or materials being delayed subject, in the case of performance by Tenant, to the approval of Landlord, acting reasonably. Nothing herein shall excuse the prompt payment of rent when due.

Nothing herein shall excuse the prompt payment of rent when due.

12.16       No Waiver

No condoning, excusing, overlooking or delay in acting by the Landlord upon any default, breach or non-observance by the Tenant at any time or times in respect of any covenant, proviso or condition in this Lease shall operate as a waiver of the Landlord’s rights under this Lease in respect of any such or continuing subsequent default or breach or non-observance and no waiver shall be inferred from or implied by anything done or omitted by the Landlord, except an express waiver in writing.

12.17       Legal Expenses

If the Landlord shall commence an action for collection of Rent or other sums payable under this Lease or if the same shall be collected upon the demand of a solicitor or if the Landlord shall commence an action to compel performance of any of the terms, conditions, covenants or provisos under this Lease or for damages for failure of the Tenant to perform the same or if the same shall be performed upon the demand of a solicitor, then, unless the Landlord shall lose such action, the Tenant shall pay to the Landlord all reasonable solicitor’s fees in respect thereof on a solicitor and his client basis forthwith upon demand.

12.18      Gender, Etc.

Whenever a word importing the singular only is used in this Lease, such word shall include the plural, and words importing either gender or the neuter shall include the persons of the other gender where applicable. The Landlord is not in any way or for any purpose a partner of the Tenant in the conduct of its business or otherwise or a joint venturer or a member of a joint enterprise with the Tenant, nor is the relationship of principal and agent created.

12.19      Successors, Assigns and Governing Law

This Lease, together with the schedules annexed hereto and forming a part hereof, shall extend to, be binding upon and enure to the benefit of the parties hereto and their respective heirs, legal personal representatives, successors and assigns (as limited by the provisions of this Lease) and shall be interpreted in accordance with the Applicable Laws.

12.20      Planning Act

This Lease is entered into subject to the conditions and compliance with the provisions of the Planning Act (Ontario), including Section 50 thereof.

12.21      Notice

Except as otherwise provided herein, all notices or other documents required or which may be given under this Lease shall be in writing, duly signed by the party giving such notice and delivered by hand or transmitted by registered or certified mail addressed as follows:

(a to the Landlord at the Landlord’s Address;

(b to the Tenant at the Tenant’s Address; and

(c to the Indemnifier (if any) at the Indemnifier’s Address.

Any notice or document so given shall be deemed to have been received when delivered by hand or, if mailed, within 3 days following the date of mailing. Any party may from time to time by notice given as provided above change its address for the purposes of this Section.

12.22       INTENTIONALLY DELETED

12.23       Special Provisions

The Special Provisions, if any, contained in Schedule “G” hereto shall form a part of this Lease.

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

SCHEDULE “A”

Floor Plan

SCHEDULE “B”

Legal Description

PT LT 5 W/S BROCK ST, PT LT 6 W/S BROCK ST, PT LT 7 W/S BROCK ST, PT LT 8 W/S BROCK ST PL D46 TORONTO PARTS 1, 2, 6 & 7 64R-13374; CITY OF TORONTO, T/W RIGHT OF WAY OVER PART 8 ON PLAN 64R-133374 AS IN CA230310

SCHEDULE “C”

Intentionally Blank

SCHEDULE “D”

Rules and Regulations

SCHEDULE “E”

Landlord’s Work

The Landlord shall use its reasonable efforts to complete all work, at its sole cost, as set out below. The Landlord shall complete the Landlord’s Work in a good and workmanlike manner, utilizing materials and other finishes selected by it, except where specified below:

on attached Schedule “E1”;

Any other work not specified herein shall be at the cost of the Tenant.

SCHEDULE “E1”

SCHEDULE “F”

Intentionally Blank

SCHEDULE “G”

Special Provisions

The Landlord represents and warrants that prior to performing the Landlord’s Work, the Premises will contain a full height demising wall complete with sound attenuated insulation in location marked VV on Schedule “E1”, to be supplied and installed at the Landlord’s sole cost.

The Tenant and its contractors shall be allowed a fixturing period commencing on October 1, 2023 and ending on the day prior to the Commencement Date (the “Fixturing Period”). During the Fixturing Period, all terms and conditions of the Offer and the Lease shall apply, including the Tenant’s obligation to maintain insurance, however, the Tenant shall not be liable for any payments of Rent, save and except those resulting from any damage to the Building and the cost of any utilities supplied to the Premises.

Notwithstanding anything else contained herein to the contrary, and provided that the Tenant has been in good standing throughout the then expired portion of the Term, the Tenant shall not be required to pay Minimum Rent, for the 13^th, 25^th and 37^th months of the Term.

Provided that the Tenant has received the Landlord’s prior written consent to all of its leasehold improvements in accordance with the provisions of the Lease, and, the Tenant is not then in default, the Tenant shall not be required to remove its leasehold improvements nor restore the Premises to base building condition upon the expiry of the Term or earlier termination of the Lease.

At the beginning of the Fixturing Period the Landlord will provide the Former Tenants’ Goods, attached hereto as Schedule “H”, to the Tenant for its sole and exclusive use.

Notwithstanding the foregoing, the Tenant acknowledges that;

The Landlord hereby grants to the Tenant until December 31, 2026 the right of first offer to lease suite #200. In the event that;

the Landlord shall deliver written notice of same to the Tenant, who shall have three (3) business days from delivery of the notice to exercise this right of first offer.

This right is personal to the Tenant named herein and may only be exercised within such time by the Tenant delivering a notice in writing of its exercise to the Landlord. In such event, a binding agreement to lease the aforesaid premises shall exist between the Landlord and the Tenant on such terms and conditions as are then being offered by the Landlord for such premises.

If the Tenant shall not exercise this right of first offer to lease, the Landlord may thereafter lease the aforesaid premises to any other person without any further notification or obligation to the Tenant.

SCHEDULE “H”

Former Tenant’s Goods