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707932 Ontario Limited | Tucows Inc. | Tucows.com Co. | Tucows International Corporation. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.1
EXTENSION AGREEMENT
THIS AGREEMENT made as of the 10th day of September, 2004
AMONG:
707932
Ontario Limited,
(the “Landlord”)
- and -
Tucows Inc. and Tucows.com Co.
(collectively, the “Tenant”)
- and -
Tucows International Corporation
(the “Original Tenant”)
WHEREAS:
A.
By a lease dated the 10th day
of December, 1999 (the “Lease”), the Landlord leased to
Tucows International Corporation, for an initial term (the “Term”)
of 5 years, commencing on the 1st day January, 2000 and expiring on
the 31st day of December, 2004, certain premises (the “Leased
Premises”) designated as the ground floor of the Building municipally
known as 78 Mowat Avenue, Toronto, Ontario, comprising an area of approximately
18,426 square feet of Rentable Area, shown outlined in red on the plan attached
to the Lease as Schedule “B”;
B.
The original tenant was Tucows
International Corporation. In 2001, an internal corporate reorganization
occurred, and Tucows Inc. became the public parent of Tucows.com Co., which has
been fulfilling the Lease obligations of Tucows International Corporation,
since that time;
C.
Whereas Tucows International Corporation is
substantially without assets, and the parties
wish to amend the Lease to reflect commercial reality;
D.
Pursuant to Section 10.3 of the
Lease the Tenant has the option to extend the Term of the Lease upon the same
terms and conditions contained in the Lease, except for:
i)
any further option to extend the Term;
ii)
the obligation of the Landlord to pay any
Tenant’s allowance or perform any Landlord’s Work, in, on, or to
the Leased Premises; and
iii)
the rent to be paid;
E.
In lieu of the Tenant’s option to
extend the Lease set out in Section 10.3 of the Lease, the Landlord and
the Tenant have agreed to extend the Term of the Lease for a further period of
7 years from the 1st day of January, 2005 upon the terms and
conditions contained in this Agreement.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1.
The consideration for this Agreement is
the mutual covenants and agreements between the parties and the sum of One
Dollar ($1.00) that has been paid by each of the parties to the other, the
receipt and sufficiency of which is acknowledged.
2.
The Original Tenant hereby confirms that
it has assigned all of its right, title and interest in and to the Lease and
the Leased Premises, to the Tenant.
3.
The Term of the Lease is hereby extended
for a further period of 7 years, commencing on the 1st day of
January, 2005 (the “Commencement Date”) and expiring on the
31st day of December, 2011 (the “Extended Term”)
upon the same terms, covenants and conditions as are contained in the Lease as
amended by this Agreement, including that:
a.
Subject to Paragraph 4 of this Agreement,
the Tenant will accept the Leased Premises in an “as is” condition;
b.
Subject to Paragraph 4 of this Agreement,
the Landlord has no responsibility or liability for making any renovations,
alterations or improvements in or to the Leased Premises (but nothing herein
derogates from its existing obligations, if any, under the Lease to make
repairs); and
c.
all further renovations, alterations or
improvements in or to the Leased Premises are the sole responsibility of the
Tenant (other than repairs which Landlord is obligated under the Lease to
perform at its expense), and shall be undertaken and completed at the
Tenant’s expense and strictly in accordance with the provisions of the
Lease.
4.
The Tenant and the Landlord acknowledge
and agree that the Lease is hereby amended to provide as follows:
a.
in addition to the Leased Premises, the
Tenant shall Lease from the Landlord during the Extended Term, certain premises
located on the second floor of the Building, comprising exactly 8,511 square
feet of Rentable Area (the “Additional Premises”);
b.
the Tenant shall pay to the Landlord as
Basic Rent for the Leased Premises during the Extended Term the following:
Year 1:
the annual sum of $221,112 payable in
equal consecutive monthly instalments of $18,426 each in advance on the first
day of each calendar month during such period, based upon an annual rate of
$12.00 per square foot of the Rentable Area of the Leased Premises;
Year 2:
the annual sum of $230,325 payable in
equal consecutive monthly instalments of $19,193.75 each in advance on the
first day of each calendar month during such period, based upon an annual rate
of $12.50 per square foot of the Rentable Area of the Leased Premises;
Year 3:
the annual sum of $239,538 payable in
equal consecutive monthly instalments of $19,961.50 each in advance on the
first day of each calendar month during such period, based upon an annual rate
of $13.00 per square foot of the Rentable Area of the Leased Premises;
Year 4:
the annual sum of $248,751 payable in
equal consecutive monthly instalments of $20,729.25 each in advance on the
first day of each calendar month during such period, based upon an annual rate
of $13.50 per square foot of the Rentable Area of the Leased Premises;
Year 5:
the annual sum of $257,964 payable in
equal consecutive monthly instalments of $21,497 each in advance on the first
day of each calendar month during such period, based upon an annual rate of
$14.00 per square foot of the Rentable Area of the Leased Premises;
Year 6:
the annual sum of $267,177 payable in
equal consecutive monthly instalments of $22,264.75 each in advance on the
first day of each calendar month during such period, based upon an annual rate
of $14.50 per square foot of the Rentable Area of the Leased Premises;
Year 7:
the annual sum of $276,390 payable in
equal consecutive monthly instalments of $23,032.50 each in advance on the
first day of each calendar month during such period, based upon an annual rate
of $15.00 per square foot of the Rentable Area of the Leased Premises;
c.
the Tenant shall pay to the Landlord as
Basic Rent for the Additional Premises during the Extended Term the following:
Year 1:
the annual sum of $102,132 payable in
equal consecutive monthly instalments of $8,511 each in advance on the first
day of each calendar month during such period, based upon an annual rate of
$12.00 per square foot of the Rentable Area of the Additional Premises;
Year 2:
the annual sum of $106,387.50 payable in
equal consecutive monthly instalments of $8,865.63 each in advance on the first
day of each calendar month during such period, based upon an annual rate of
$12.50 per square foot of the Rentable Area of the Additional Premises;
Year 3:
the annual sum of $110,643 payable in
equal consecutive monthly instalments of $9,220.25 each in advance on the first
day of each calendar month during such period, based upon an annual rate of
$13.00 per square foot of the Rentable Area of the Additional Premises;
Year 4:
the annual sum of $114,898.50 payable in
equal consecutive monthly instalments of $9,574.88 each in advance on the first
day of each calendar month during such period, based upon an annual rate of
$13.50 per square foot of the Rentable Area of the Additional Premises;
Year 5:
the annual sum of $119,154 payable in
equal consecutive monthly instalments of $9,929.50 each in advance on the first
day of each calendar month during such period, based upon an annual rate of
$14.00 per square foot of the Rentable Area of the Additional Premises;
Year 6:
the annual sum of $123,409.50 payable in
equal consecutive monthly instalments of $10,284.13 each in advance on the
first day of each calendar month during such period, based upon an annual rate
of $14.50 per square foot of the Rentable Area of the Additional Premises;
Year 7:
the annual sum of $127,665 payable in
equal consecutive monthly instalments of $10,638.75 each in advance on the
first day of each calendar month during such period, based upon an annual rate
of $15.00 per square foot of the Rentable Area of the Additional Premises;
d. Except as otherwise specifically set out in this Agreement, the Tenant shall pay to the Landlord during the Extended Term Additional Rent for the Additional Premises, in accordance the same terms and provision
