Lease

Exhibit 10.1

This lease made this 9th day of April, 2009.

BETWEEN:

Elk Property Management Limited, as agent for
PBX Properties Ltd. and 350 Palladium Drive Inc. and 856581 Alberta Ltd .
(Hereinafter called the” Landlord”)

OF THE FIRST PART,

AND:

ZixCorp Canada Inc. and Zix Corporation.
(Hereinafter called the “Tenant”)

OF THE SECOND PART,

      Whereas:

PREMISES

1. WITNESSETH that in consideration of the Tenant paying the rents and any other amounts provided for herein and in consideration of the Tenant meeting all its other obligations as provided for herein, the Landlord does demise herein and lease unto the Tenant the premises as described herein. These premises shall be hereinafter called either the “Leased Premises” or the “Premises” and has been measured to have a rentable area of 6,080 square feet, as shown on the attached Schedule B, and located on the second floor of the building bearing the civic address of 350 Palladium Drive in the City of Ottawa, Province of Ontario which said building and lands are legally described and shown in Schedule “A” hereto annexed. The building, including the Leased Premises and lands, including all driveways, parking areas and access and egress points shall be hereafter referred to as the Building or building. The rentable area of the Leased Premises, for the purposes of calculating any and all rent as provided for herein, shall include a share of the common areas of the Building.

TERM

2(a) The Tenant shall lease the Leased Premises for and during the term, (hereinafter called “the Term”) starting from the 1 ^st day of July 2009 (the “Commencement Date”) and to be completed and ended on the 31st day of July, 2012.

EARLY OCCUPANCY — (INTENTIONALLY DELETED)

RENTALS PAYABLE

3(a) The Tenant covenants and agrees to pay to the Landlord as rental for the Leased Premises, without any set-off or deduction whatsoever for the full term of the lease the following:

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All such rental payments shall be made in advance, on the first day of each calendar month and shall be referred to either as the “Minimum Rental” or “Minimum Rent”;

The Tenant agrees that all rental amounts referred to in this paragraph and the amount shown under paragraph 3(d) entitled Security Deposit may be subject to small changes to reflect the actual rentable area of the Leased Premises (i.e. including its share of any common areas), as reasonably determined by the Landlord in accordance with prevailing BOMA standards.

MINIMUM RENTAL and ADDITIONAL RENTAL

3(b) The Minimum Rental and Additional Rental will be adjusted proportionately for any Lease Year that is other than twelve (12) calendar months. The initial lease payment, if applicable, under this Lease shall include also any pro-rated Minimum Rental and Additional Rental for the period from the date of the commencement of the Term to the first day of the first full calendar month in the Term.

RENT ADJUSTMENT FOR INTEREST RATE INCREASE

3(c) deleted intentionally

SECURITY DEPOSIT

3(d) The Tenant, as a requirement of its original terms of occupancy has provided a deposit of $12,800.41 which will continue to be retained by the Landlord without interest, as a security deposit, to be released after the expiry of the term, or any renewal thereof, subject to deductions for any unpaid rent or other amounts due by the Tenant to the Landlord under this lease and any remainder of the security deposit to be released only so long as the Tenant has complied with all its obligations herein including but not limited to the paragraph entitled Surrender of the Leased Premises.

MANNER AND PLACE OF PAYMENT OF RENT

3(e) (i) All rent shall be paid by the Tenant to the Landlord or to any entity designated by the Landlord, at par at the principal office of the Landlord or at such other place as the Landlord may designate in writing from time to time without any prior demand therefore, and shall be payable in lawful money of Canada.

     (ii) Any sums received by the Landlord from or for the account of the Tenant when the Tenant is in default hereunder may be applied at the Landlord’s option to the satisfaction, in whole or part, of any of the obligations of the Tenant then due hereunder in such manner as the Landlord sees fit, and regardless of any designation or instruction of the Tenant to the contrary.

LEASE YEAR

3(f) Deleted Intentionally

SET-OFF & ABATEMENT

3(g) All Minimum Rent and Additional Rent and other sums payable hereunder by the Tenant to the Landlord shall be payable without any deduction, set-off or abatement whatsoever.

INTEREST ON ARREARS

3(h) If the Tenant shall fail to pay, when due, any Minimum Rent, Additional Rent, or installment on account thereof, or any other amount payable to the Landlord hereunder, the amount unpaid shall bear interest from the due date thereof to the date of payment at the rate of four (4%) percent in excess of the prime rate of interest then chargeable by the Landlord’s bankers to its most favoured customers on commercial loans in Canadian currency, but this provision for interest shall not limit any other remedies which the Landlord may have in respect of such default.

OPERATE ON CONTINUOUS BASIS

3(i) Deleted Intentionally

ADDITIONAL TAXES AND RATES

3(j) In addition to the Minimum Rent, The Tenant shall pay an additional monthly sum (herein called the “Additional Rental for Taxes”) estimated by the Landlord as sufficient to reimburse the Landlord for the Tenant’s Proportionate Share of all municipal, provincial, federal or other governmental taxes or rates or charges of every nature or description that are attributable to the Building (hereafter “Taxes”). These Taxes shall include without limiting the generality of the foregoing, realty taxes, school taxes, general taxes, goods and services taxes (i.e. GST or any other tax or levy that replaces or is in addition to such tax or that is charged on any of the rent payable by the Tenant as called for herein), value added taxes, business transfer taxes, any and all capital taxes including but not limited to taxes based upon or computed by reference to capital or paid up capital of the Landlord so long as such capital taxes relate to this Building, fire protection charges, water rates, sewerage rates, local improvement rates, general or particular levies or assessments, or charges or any similar rates, taxes, assessments or charges levied by any municipal, provincial, federal or other governmental authority against the building to the extent that the same are attributed, by the Landlord, to the Leased Premises but excluding any interest or penalty payable as a result of the failure by the Landlord to make any payment of any such taxes, rates, or charges when due. Upon the receipt by the Landlord of any demand for payment or statement of account with respect to any such taxes, rates and charges, it shall notify the Tenant and the Tenant shall pay for any variation in the monthly amount payable as Additional Rental for Taxes under this clause; provided, however, that the Landlord shall be entitled to vary the Additional Rental for Taxes at any time upon giving notice in writing of such variation to the Tenant and all amounts payable under this Lease as Additional Rental for Taxes shall be recoverable by the Landlord from the Tenant in the same manner as rent under the terms hereof.

If at any time during the Term, Taxes payable for the Building are calculated based, in whole or in part, on the Building being less than fully occupied by tenants carrying on business, then the Landlord may at

its option and acting reasonably, adjust the Taxes payable as if the Building had been fully occupied by tenants carrying on business. The parties acknowledge that the purpose of this clause is to ensure that the Landlord solely benefits from any lower rate or assessment levied on vacant space in the Building. It is the intent of this paragraph that the Tenant pays no more in Taxes than if the Building were fully occupied and that the Landlord benefit from any reduction in Taxes related to vacancies in the Building.

INSURANCE

3(k) The Tenant shall, during the term of this tenancy and any renewal thereof, at the Tenant’s sole cost and expense, obtain and keep in full force and effect insurance policies to cover fire and property damage, business interruption, and public liability of not less than two million ($2,000,000) dollars for each occurrence. Such Tenant’s insurance shall include, but not be limited to coverage from loss or damage caused by malicious damage, lightning, explosion, windstorm, hail, sprinkler leakage (if applicable), smoke, impact of vehicles or aircraft and such other insurable hazards as the Landlord may from time to time reasonably decide but not in an amount exceeding the replacement value thereof. Such Tenant’s “all risk” insurance shall also cover property of every kind and nature owned by the Tenant or for which the Tenant is legally liable, or installed by or on behalf of the Tenant and which is located within, in or about, the Leased Premises in an amount not less than the full replacement cost thereof. The Tenant shall provide the Landlord with copies of all policies of insurance coverage required to be placed by the Tenant pursuant hereto prior to the rental commencement date and annually thereafter with renewals thereof at least thirty (30) days prior to any expiry thereof. In addition if required by a mortgagee the Tenant shall furnish to the Landlord, within five (5) days after demand thereof by the Landlord, additional copies of same. In the event the Tenant fails to obtain any insurance referred to in this section, the Landlord may place such insurance, and the cost thereof together with interest on such payment at a rate equal to the stipulated rate of interest (Royal Bank prime rate plus 4.0%) from the date such payments are made by the Landlord until reimbursed by the Tenant shall forthwith be payable by the Tenant to the Landlord. The Tenant hereby agrees and understands that the placing of any of the above mentioned insurance by the Landlord shall in no way relieve the Tenant from any obligation assumed under this Lease.

The Tenant covenants that nothing will be done or omitted to be done upon the Leased Premises or any part thereof and nothing will be brought upon the Leased Premises or any part thereof which may result in an insurance policy to be cancelled or the Leased Premises or Building to be rendered uninsurable.

All insurance policies shall be in form and substance and with insurers satisfactory to the Landlord. The “all risk” insurance required to be maintained by the Tenant under this clause shall include a waiver of subrogation in favour of the Landlord and against those for whom the Landlord is in law responsible and the comprehensive general liability policy shall in addition contain a provision for cross-liability and severability of interest.

The Landlord and the Building manager shall be entitled to be named as a co-insured or additional insured, under the Tenant’s public liability policy required herein , and, in any event, the Tenant will arrange, if possible, for notice to be given by an insurer to the Landlord of any cancellation of any of the policies of insurance required by this Lease to be maintained by the Tenant.

The Landlord shall maintain on the building, fire insurance and insurance against all perils, reasonable in the circumstances, for full replacement cost with minimum by-law endorsement and broad extended coverage, boiler insurance coverage, insurance against loss of rental income by reason of fire or related

perils and third person liability and any other liability insurance protecting the Landlord against all or any claims for personal injury including death or property damage in an amount deemed advisable by the Landlord from time to time, and if and when deemed advisable by the Landlord, insurance against loss of an “all risk” nature including but not limited to earthquake, and the Tenant shall reimburse the Landlord by paying a further additional monthly sum (herein called the “Additional Rental for Insurance”) for its proportionate share of all costs and charges of any such insurance and all such costs and charges may be recovered by the Landlord from the Tenant in the same manner as rent under the terms hereof.

Notwithstanding the foregoing, the Tenant shall not be required to contribute any part of a premium for terrorism insurance unless such terrorism insurance is required by a lender or mortgagee to the property or unless such terrorism insurance becomes customary amongst institutional owners of office buildings.

OPERATING AND MAINTENANCE COSTS

3(l) Unless caused by Tenant misuse or neglect and subject to Tenant’s obligation to maintain and effect repairs, at the Tenant’s cost, as outlined in paragraph 4(e) herein entitled Tenant Repairs and Alterations and elsewhere as called for in the Lease, the Landlord shall maintain and repair the building, including the repair and replacement of any building components such as the roof as well as the foundations, structural columns of the building and mechanical, electrical and other basic systems of the building as well as perimeter fences, if applicable and the Landlord shall maintain, operate and manage (including the provisioning of cleaning and janitorial services and refuse collection) to the standard of a high quality building, all the lands comprising the said building including the parking areas and landscaped areas and the Tenant shall reimburse the Landlord its proportionate share for all costs related to the aforementioned repairs and replacements and for all other operating costs to maintain, operate and manage the building and lands in such a manner. Such Tenant’s reimbursement for such costs shall hereinafter be called “Additional Rental for Operating Costs”. Subject to the Tenant Repairs and Alterations clause herein, the said operating costs shall include all the aforenoted costs and shall also include, without duplication, the amounts paid whether by the Landlord or others on behalf of the Landlord for complete maintenance services for the building such as are in keeping with maintaining the standard of a high quality building and shall include all repairs and replacements required for such maintenance, including but not limited to the following: all grass cutting and removal and other landscaping costs including litter removal, parking lot maintenance and snow removal, maintenance of the exterior of the building including roof repairs and maintenance, the costs of providing water and electricity or any other utility not otherwise chargeable directly to or payable by tenants, and any costs related to consumption of utilities (including but not limited to electricity, gas, water, oil, cable, etc.) or any costs incurred to investigate or to install any devices, systems or equipment designed to reduce the consumption of such utilities, service contracts with independent contractors, all amounts paid for wages, benefits, and other payments to janitors, caretakers and any other staff, to the extent they are directly involved in the maintenance and management of the building, managerial fees, supplies used in the maintenance of the building, the cost of heating, ventilating and/or air-conditioning the building, including the common areas of the building not directly chargeable to the Tenant and including repairs and replacements to all equipment used in the provision of plumbing, electricity, heating, ventilating, and air conditioning of the building including any meters and all other expenses paid or payable by the Landlord in connection with the operation of the building. Such operating costs shall not include interest on debt or capital retirement of debt, or any amount directly chargeable by the Landlord to any tenant or tenants as otherwise provided herein, or the proceeds realized by the Landlord from any insurance claims made by

the Landlord in connection with repairs done by the Landlord, sums payable by the Landlord as taxes on income of the Landlord and which are clearly personal to the Landlord and are not directly related to the Building, the costs of enforcing other tenants’ obligations under leases, costs and expenses of leasehold improvements relating to renewed tenancies, and marketing costs, real estate commissions, tenant inducements or tenants’ work costs incurred by the Landlord in acquiring new tenants for the Building.

All such costs and charges, except as noted above, may be recoverable by the Landlord from the Tenant in the same manner as rent under the terms hereof. Operating costs shall be determined in accordance with generally accepted accounting principles and without duplication. The management fee that forms part of the above costs shall not exceed five percent (5%) of gross rentals paid (i.e. including Minimum Rental and all Additional Rental), excluding such management fee.

In respect of the replacement of major structural items, including by way of illustration and not limitation, the roof, foundations, structural columns of the building, the amount which the Landlord can expense in any one year (and, commensurately, the Tenant’s proportionate amount of which is permitted to be included in “Additional Rental for Operating Costs”) shall not exceed the greater of the cost of such replacement divided by the item’s life expectancy in years or that amount which would be permitted to be expensed in any one year and still comply with generally accepted accounting principles and that are applied in a fashion consistent with the Landlord’s past practice. Such expense shall be permitted on an annual basis until the cost of such replaced item has been fully amortized or the Term has expired.

Should part of the Building be vacant any time during the term of the lease, then, where appropriate, the Landlord may reasonably allocate expenses such that the Landlord shall benefit from any reduced costs that are reasonably attributable to the vacancy and such that the Tenant shall pay amounts which it otherwise would have had to pay if the building were fully occupied. The expenses to be allocated pursuant to this clause must be real, out of pocket expenses of the Landlord which are more fairly attributed to occupied space than to vacant space.

Except for costs which are in any way related to the Tenant’s occupancy which shall be the Tenant’s responsibility as called for in paragraph 37 herein, the Tenant shall not be responsible to contribute to costs of clean up or remediation in connection with any condition of environmental concern in respect of the Building other than the costs incurred by the Landlord related to any insurance premiums paid to obtain coverage for such clean up or remediation or to cost of the deductible paid by the Landlord in the event of a claim related to such coverage (unless the Landlord has recovered all or a portion of the deductible, in which case the Tenant shall not be responsible for the cost of the deductible so recovered). Without effecting or delaying the Tenant’s obligation to contribute, the Landlord will use reasonable efforts to recover from third parties any monies payable by them to which the Tenant would otherwise contribute under this section.

DIRECT CHARGE FOR WATER & SEWERAGE RATES & HYDRO CHARGES

3(m) Deleted Intentionally

PAYMENT OF ADDITIONAL RENT

3(n) During the Term of the Lease, the Tenant shall pay to the Landlord, Additional Rental for Taxes, Additional Rental for Insurance and Additional Rental for Operating Costs which shall be collectively be referred to herein as Additional Rent, Additional Rental or Additional Rentals. Prior to the commencement of the term of this Lease and of each Lease Year selected by the Landlord thereafter

which commences during the term of this Lease, the Landlord shall estimate the amounts of the said Additional Rentals as herein before set forth for the ensuing Lease Year or (if applicable) broken portion thereof, as the case may be, and shall notify the Tenant in writing of such estimate. The amount so estimated shall be payable in equal monthly installments in advance over the Lease Year or broken portion thereof in question, on the first day of each and every month during such Lease Year. The Landlord may from time to time alter the Lease Year selected in which case the appropriate adjustment in monthly installments shall be made. From time to time during a Lease Year, the Landlord may re-estimate the amount of the taxes, insurance, or operating costs or any of them, in which event the Landlord shall notify the Tenant in writing of such re-estimate and the Tenant shall pay the amended monthly installments for the then remaining balance of such Lease Year or broken portion thereof.

Within sixty (60) days after the expiration of each Lease Year, the Landlord shall make a calculation of such taxes, insurance, and operating costs for such Lease Year or broken portion thereof and shall notify the Tenant of such calculation and the Landlord and the Tenant shall make the necessary readjustment within thirty (30) days of such notification to the Tenant. Neither the Landlord nor the Tenant may claim a re-adjustment with respect to such Additional Rentals based upon any error of estimation, determination or calculation thereof unless claimed in writing within one (1) year after the Landlord has provided the Tenant with the calculation referred to herein.

EXAMINATION OF RECORDS

3(o) The Tenant and its agents may within thirty (30) days of the receipt by the Tenant of any notice respecting Additional Rental for Taxes, Insurance or Operating Costs payable hereunder, at reasonable times, and upon giving reasonable prior notice in writing of its intention to do so, examine at the expense of the Tenant (subject to the cost allocation between the parties for the accountant referred to below in this Section 3(o)), the accounts, records, books, statements and other documents concerning such Additional Rental all of which accounts, records, books, statements and other documents will be made available by the Landlord to the Tenant at reasonable times and at the Landlord’s place of business. All information obtained by the Tenant as a result of such examination shall be treated as confidential. Should, as a result of the Tenant’s examination of records, the Landlord or Tenant feel an adjustment is warranted and should the Landlord and Tenant fail to agree on such adjustment then an accountant, agreed upon by both parties, shall be appointed to examine the Landlord’s records to determine what adjustment if any, is required. The cost of such accountant shall not be included in operating and maintenance costs under Section 3(l) of this Lease.

Should the adjustment, if any, be less than 5% of the total annual cost for the Additional Rent then the Tenant shall pay, on it own, for the cost of such accountant. Should the cost be more than the 5% figure noted herein and should such adjustment result, in the Landlord being requested to pay such adjustment to the Tenant, then the Landlord shall pay the cost for such accountant.

APPEAL OF ASSESSMENT

3(p) The Tenant shall be entitled at any time and from time to time, provided that it has first obtained the Landlord’s written consent, at the Tenant’s own cost and expense to appeal any assessment or taxes imposed or levied on the Leased Premises or the building and may take such appeal in the name of the Landlord provided that such appeal is prosecuted in good faith, and provided that if the building or any part thereof or the Landlord shall become liable to assessment, prosecution, fine or other liability, the

Tenant shall have given cash security in an amount satisfactory to the Landlord in respect of such liability and such undertakings as the Landlord may reasonably require to indemnify the Landlord from any costs of any nature in connection with such appeal. In no event shall the Tenant’s appeals noted herein permit the Tenant to delay any payments of rent to the Landlord including but not limited to payment of Additional Rent for Taxes as called for herein.

TENANT’S COVENANTS

BUSINESS TAX, ETC.

4(d) To pay business and other taxes, charges, rates, duties and assessments levied, rated, charged or assessed against and in respect of the Tenant’s occupancy of the Leased Premises or in respect of the personal property, trade fixtures, furniture and facilities of the Tenant or business of the Tenant on the Leased Premises, as and when the same become due, and to indemnify and keep indemnified the Landlord from and against all payment of all loss, costs, 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 also if the Tenant 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 Tenant shall pay to the Landlord 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.

TENANT REPAIRS AND ALTERATIONS

4( e) (i) General Repairs : Subject to the provisions of Section 9 of this Lease, the Tenant shall, at its own cost and expense, keep and maintain the Premises in good order, condition and repair, including all replacements, maintenance and repair, ordinary, extraordinary, foreseen and unforeseen, except for normal wear and tear and those matters that are clearly indicated herein as the Landlord’s obligation to repair. Without limiting the generality of the foregoing the Tenant shall, at all times, at its sole cost, keep and maintain the whole of the Premises including without limitation, all interior partitions and interior walls, interior and exterior of all door frames and doors including, where applicable, loading doors, dock levels, interior of all windows, fixtures, shelves, equipment and appurtenances thereof and improvements thereto (including without limitation, electrical, lighting, including ballasts and tubes, wiring, plumbing fixtures and equipment), and all telephone outlets and conduits within or serving the Premises in good working order and repair (which shall include periodic painting and decoration) as reasonably determined by the Landlord, and the Tenant shall make all needed repairs and replacements with due diligence and dispatch. The Tenant shall be responsible to replace any glass broken on the Premises (excluding outside windows and doors of the perimeter of the Premises and perimeter windows in the exterior walls, but including those that are broken by Tenant’s employees, agents, or invitees and including those that are broken due to the acts

or omissions to act of Tenant’s employees, agents, or invitees) during the Term and such glass shall be replaced by the Tenant with glass of as good quality and size as that glass so broken. The Tenant shall effect all repairs referred to herein according to notice from the Landlord but failure to give notice shall not relieve the Tenant from its obligation to repair.

4 (e) (ii) Urgent Repairs : Notwithstanding anything herein before contained, the Landlord may, in any event, enter the Leased Premises and make repairs to the Leased Premises without notice if such repairs are, in the Landlord’s opinion, necessary for the protection of the building and the Tenant covenants and agrees with the Landlord that if the Landlord exercises any such option to repair, the Tenant will pay to the Landlord together with the next installment of rent which shall become due after the exercise of such option, all sums which the Landlord shall have expended in making such repairs (less any insurance proceeds recovered in connection therewith) and such sums if not so paid within such time shall be recoverable from the Tenant as rent in arrears. Provided further that in the event that the Landlord from time to time makes any repairs as herein before provided, the Tenant shall not be deemed to have been relieved from its ongoing obligation during the Term, to repair and maintain the Leased Premises in a good state of repair including leaving the Leased Premises in a good state of repair and cleanliness after the Tenant leaves.

4 (e) (iii) Additional Repairs : Notwithstanding any other terms, covenants and conditions contained in this Lease, including without limitation, the Landlord’s obligations to take out insurance and the Tenant’s obligation to pay the cost of such insurance, if the building or any part thereof including but not limited to the Leased Premises, or any equipment, machinery, facilities or improvements contained therein or made thereto, or the roof or outside walls of the building or any other structural portions thereof require repair or become damaged or destroyed through the negligence, carelessness or misuse of the Tenant or its servants, agents, employees or anyone permitted by the Tenant to be in the building, or through the Tenant in any way blocking or damaging the heating apparatus, water pipes, drainage pipes or other equipment or facilities or parts of the building, the cost of the resulting repairs, replacements or alterations plus a sum equal to fifteen percent (15%) of the cost thereof representing the Landlord’s administrative overhead and charges, shall be borne by the Tenant who shall pay the same to the Landlord together with interest (with such interest to be calculated in accordance with paragraph 3(h) herein), forthwith upon presentation of an account for such expenses incurred by the Landlord.

4 (e) (iv) Tenant to Notify . The Tenant shall promptly notify the Landlord of any damage to, malfunction of, or deficiency or defect in any part of the Premises or any equipment or utility systems or installations therein or serving the Premises that might cause or result in injury to any person or property including the Building upon becoming aware of any such condition.

4(e) (v) Alterations . The Tenant shall not make any repairs, alterations, additions, decorations, improvements nor add fixtures except trade fixtures (hereafter collectively referred to as the “Alterations”) to any part of the Premises without first obtaining the Landlord’s written approval. Prior to commencing any such Alterations, the Tenant shall submit the following, at the sole cost of the Tenant, to the Landlord, for the Landlord’s approval:

And the Landlord shall have 10 business days from having received all the previous information to indicate, in writing, whether it shall permit such Alterations.

4 (e) (vi) All Alterations approved by the Landlord shall be performed in the following manner:

The Tenant’s obligation to observe and perform this covenant shall survive the expiration or earlier termination of the Term.

4(e) (vii) Landlord’s Right to Perform . At all reasonable times, the Landlord has the right to enter and view the conditions or state of repair of the Leased Premises. If the Tenant shall fail to make any of the repairs required by any of the provisions of sections 4(e)(i) to 4(e)(vii) inclusive hereof, or any other section of the Lease, or to commence the performance of any of its obligations thereunder within ten (10) days after notice to the Tenant by the Landlord or any shorter period of time required by any mortgage affecting the Premises, the Landlord shall have the right (but not the obligation) to make any such repairs, replacements or perform maintenance work or any other work required of the Tenant pursuant to the above noted sections or any other section of this Lease and charge the actual cost plus 15% of such cost representing the Landlord’s administrative and overhead charges and such total cost shall be paid by the Tenant to the Landlord as Additional Rent within 15 days of invoicing by the Landlord.

ASSIGNING OR SUBLETTING

4(f) (1) The Tenant will not:

ASSIGNMENT BY LANDLORD

4(g) If there is a sale, lease or other disposition by the Landlord of the building, or the assignment by the Landlord of this Lease or any interest of the Landlord hereunder, the party acquiring the Landlord’s interest in the Building or this Lease shall be bound by the covenants of the Landlord under this Lease,

and, in which case, then the Landlord will, thereupon and without further agreement, be relieved of all further liability with respect to its covenants and obligations.

At any time it so chooses, the Landlord may designate a management company to manage th