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 10
th 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 1 st day January, 2000 and expiring on
the 31 st 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 1 st 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 1
st day of January, 2005 (the “ Commencement
Date ”) and expiring on the 31 st 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
