COMMERCIAL DEED OF LEASE

THIS DEED OF LEASE (this "Lease") dated this ________ day of ________________, ________

BETWEEN:

IN CONSIDERATION OF the Landlord leasing certain premises to the Tenant, the Tenant leasing those premises from the Landlord and the mutual benefits and obligations set forth in this Lease, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties to this Lease (the "Parties") agree as follows:

1. Definitions
   
1. When used in this Lease, the following expressions will have the meanings indicated:
   

   1. "Additional Rent" means all amounts payable by the Tenant under this Lease except Base Rent, whether or not specifically designated as Additional Rent elsewhere in this Lease;
      
   2. "Building" means all buildings, improvements, equipment, fixtures, property and facilities from time to time located at ______________________________, as from time to time altered, expanded or reduced by the Landlord in its sole discretion;
      
   3. "Common Areas and Facilities" mean:
      

      1. those portions of the Building areas, buildings, improvements, facilities, utilities, equipment and installations in or forming part of the Building which from time to time are not designated or intended by the Landlord to be let to tenants of the Building including, without limitation, exterior weather walls, roofs, entrances and exits, parking areas, driveways, loading docks and area, storage, mechanical and electrical rooms, areas above and below leasable premises and not included within leasable premises, security and alarm equipment, grassed and landscaped areas, retaining walls and maintenance, cleaning and operating equipment serving the Building; and
         
      2. those lands, areas, buildings, improvements, facilities, utilities, equipment and installations which serve or are for the useful benefit of the Building, the tenants of the Building or the Landlord and those having business with them, whether or not located within, adjacent to or near the Building and which are designated from time to time by the Landlord as part of the Common Areas and Facilities;
         
   4. "Leasable Area" means with respect to any rentable premises, the area expressed in square metres of all floor space including floor space of mezzanines, if any, determined, calculated and certified by the Landlord and measured from the exterior face of all exterior walls, doors and windows, including walls, doors and windows separating the rentable premises from enclosed Common Areas and Facilities, if any, and from the centre line of all interior walls separating the rentable premises from adjoining rentable premises. There will be no deduction or exclusion for any space occupied by or used for columns, ducts or other structural elements;
      
   5. "Market Rent" means the best rent which might reasonably be expected to be paid by a willing tenant to a willing landlord for a letting of the whole of the Premises in the open market with vacant possession and without a fine or premium for the residue of the Term remaining at the date of review;
      
   6. "Premises" means the office space at ______________________________.
      
   7. "Rent" means the total of Base Rent and Additional Rent.
      
2. Intent of Lease
   
2. It is the intent of this Lease and agreed to by the Parties to this Lease that rent for this Lease will be on a gross rent basis meaning the Tenant will pay the Base Rent and any Additional Rent and the Landlord will be responsible for all other service charges related to the Premises and the operation of the Building save as specifically provided in this Lease to the contrary.
   
3. Leased Premises
   
3. The Landlord agrees to rent to the Tenant the office space municipally described as ______________________________ (the "Premises").
   

4. The Premises will be used for only the following permitted use: ______________________________________________________________________
                  ______________________________________________________________________ (the "Permitted Use").

5. Term
   
5. The term of the Lease commences at 12:00 noon on 9 February 2023 and ends at 12:00 noon on 9 February 2028 (the "Term").
   
6. Should the Tenant remain in possession of the Premises with the consent of the Landlord after the natural expiration of this Lease, a new tenancy from month to month will be created between the Landlord and the Tenant which will be subject to all the terms and conditions of this Lease but will be terminable upon either party giving one month's notice to the other party.
   
7. Rent
   
7. Subject to the provisions of this Lease, the Tenant will pay a base rent of $__________, payable per month, for the Premises (the "Base Rent"), without setoff, abatement or deduction. In addition to the Base Rent, the Tenant will pay for any fees or taxes arising from the Tenant's business.
   
8. The Tenant will pay to the Landlord the GST payable in respect of the Rent where the GST payment will be paid on each occasion Rent is paid. If the Tenant defaults in payment of the GST, the Landlord may pay the GST on the Tenant's behalf. Upon notification from the Landlord, the Tenant will pay to the Landlord the cost of such GST payment plus any associated fees or penalties levied by an authority or this Lease.
   
9. The Tenant will pay the Base Rent on or before the _________________________________________ of each and every month of the Term to the Landlord.
   
10. No acceptance by the Landlord of any amount less than the full amount owed will be taken to operate as a waiver by the Landlord for the full amount or in any way to defeat or affect the rights and remedies of the Landlord to pursue the full amount.
    
11. Rent Review
    
11. If the Term of this Lease is greater than one year, the Landlord and Tenant will review the Base Rent after each one-year period, which Base Rent will become effective at the commencement of the following one-year period.
    
12. For any rent review, the Base Rent will be calculated as being the higher of the Base Rent payable immediately before the date of review and the Market Rent on the date of review.
    
13. The rent review will assume that:
    

    1. the Premises are fit for occupation by a willing tenant;
       
    2. the Premises may be lawfully let for the Permitted Use;
       
    3. the Landlord and Tenant have complied with their respective obligations in this Lease; and
       
    4. if the Premises have been damaged or destroyed, they have been fully repaired.
       
14. The rent review will disregard:
    

    1. the fact that the Tenant, or any predecessor or subtenant, occupied the Premises;
       
    2. any goodwill attached to the Premises because of the Tenant's occupation;
       
    3. any work done to the Premises that was not done pursuant to an obligation in this Lease; and
       
    4. any activities on, or work done to, any adjoining premises.
       
15. If the Landlord and Tenant cannot agree on the Base Rent on the date of review, either the Landlord or Tenant may request the President or Vice President of the New Zealand Institute of Valuers appoint an expert valuer to determine the Market Rent, which determination will be binding on the Landlord and Tenant.
    
16. If the expert valuer is incapable or unwilling to act, the Landlord or Tenant may request the President or Vice President of the New Zealand Institute of Valuers to appoint a replacement.
    
17. The Landlord and Tenant agree to share the costs of the expert valuer equally.
    
18. The results of the rent review will be recorded in a memorandum that will be signed by the Landlord and Tenant.
    
19. Use and Occupation
    
19. The Tenant will open the whole of the Premises for business to the public fully fixtured, stocked and staffed on the date of commencement of the Term and throughout the Term, and will continuously occupy and utilise the entire Premises in the active conduct of its business in a reputable manner on such days and during such hours of business as may be determined from time to time by the Landlord.
    
20. The Tenant covenants that the Tenant will carry on and conduct its business from time to time carried on upon the Premises in such manner as to comply with all statutes, bylaws, rules and regulations of any central, territorial, local or other competent authority and will not do anything on or in the Premises in contravention of any of them.
    
21. Quiet Enjoyment
    
21. The Landlord covenants that on paying the Rent and performing the covenants contained in this Lease, the Tenant will peacefully and quietly have, hold, and enjoy the Premises for the agreed term.
    
22. Overholding
    
22. If the Tenant continues to occupy the Premises without the written consent of the Landlord after the expiration or other termination of the Term, then, without any further written agreement, the Tenant will be a month-to-month tenant at a minimum monthly rental equal to twice the Base Rent and subject always to all of the other provisions of this Lease insofar as the same are applicable to a month-to-month tenancy and a tenancy from year to year will not be created by implication of law.
    
23. Additional Rights on Reentry
    
23. If the Landlord reenters the Premises or terminates this Lease, then:
    

    1. notwithstanding any such termination or the Term thereby becoming forfeited and void, the provisions of this Lease relating to the consequences of termination will survive;
       
    2. the Landlord may use such reasonable force as it may deem necessary for the purpose of gaining admittance to and retaking possession of the Premises and the Tenant hereby releases the Landlord from all actions, proceedings, claims and demands whatsoever for and in respect of any such forcible entry or any loss or damage in connection therewith or consequential thereupon;
       
    3. the Landlord may expel and remove, forcibly, if necessary, the Tenant, those claiming under the Tenant, and their effects, as allowed by law, without being taken or deemed to be guilty of any manner of trespass;
       
    4. in the event that the Landlord has removed the property of the Tenant, the Landlord may store such property in a public warehouse or at a place selected by the Landlord, at the expense of the Tenant. If the Landlord feels that it is not worth storing such property given its value and the cost to store it, then the Landlord may dispose of such property in its sole discretion and use such funds, if any, towards any indebtedness of the Tenant to the Landlord. The Landlord will not be responsible to the Tenant for the disposal of such property other than to provide any balance of the proceeds to the Tenant after paying any storage costs and any amounts owed by the Tenant to the Landlord;
       
    5. the Landlord may relet the Premises or any part of the Premises for a term or terms which may be less or greater than the balance of the Term remaining and may grant reasonable concessions in connection with such reletting including any alterations and improvements to the Premises;
       
    6. after reentry, the Landlord may terminate the Lease on giving 10 working days' written notice of termination to the Tenant. Without this notice, reentry of the Premises by the Landlord or its agents will not terminate this Lease;
       
    7. the Tenant will pay to the Landlord on demand:
       

       1. all rent, Additional Rent and other amounts payable under this Lease up to the time of reentry or termination, whichever is later;
          
       2. reasonable expenses as the Landlord incurs or has incurred in connection with the reentering, terminating, reletting, collecting sums due or payable by the Tenant, realising upon assets seised; including without limitation, brokerage, fees and expenses and legal fees and disbursements and the expenses of keeping the Premises in good order, repairing the same and preparing them for reletting; and
          
       3. as liquidated damages for the loss of rent and other income of the Landlord expected to be derived from this Lease during the period which would have constituted the unexpired portion of the Term had it not been terminated, at the option of the Landlord, either:
          

          1. an amount determined by reducing to present worth at an assumed interest rate of twelve percent (12%) per annum all Base Rent and estimated Additional Rent to become payable during the period which would have constituted the unexpired portion of the Term, such determination to be made by the Landlord, who may make reasonable estimates of when any such other amounts would have become payable and may make such other assumptions of the facts as may be reasonable in the circumstances; or
             
          2. an amount equal to the Base Rent and estimated Additional Rent for a period of six (6) months.
             
24. Utilities and Other Costs
    
24. The Landlord is responsible for the payment of the following utilities and other charges in relation to the Premises: electricity, natural gas, water, sewer, telephone, internet and cable.
    
25. Insurance
    
25. The Tenant is hereby advised and understands that the personal property of the Tenant is not insured by the Landlord for either damage or loss, and the Landlord assumes no liability for any such loss. The Tenant is advised that, if insurance coverage is desired by the Tenant, the Tenant should inquire of Tenant's insurance agent regarding a Tenant's policy of insurance.
    
26. Abandonment
    
26. If at any time during the Term, the Tenant abandons the Premises or any part of the Premises, the Landlord may, at its option, enter the Premises by any means without being liable for any prosecution for such entering, and without becoming liable to the Tenant for damages or for any payment of any kind whatever, and may, at the Landlord's discretion, as agent for the Tenant, relet the Premises, or any part of the Premises, for the whole or any part of the then unexpired Term, and may receive and collect all rent payable by virtue of such reletting, and, at the Landlord's option, hold the Tenant liable for any difference between the Rent that would have been payable under this Lease during the balance of the unexpired Term, if this Lease had continued in force, and the net rent for such period realised by the Landlord by means of the reletting. If the Landlord's right of reentry is exercised following abandonment of the premises by the Tenant, then the Landlord may consider any personal property belonging to the Tenant and left on the Premises to also have been abandoned, in which case the Landlord may dispose of all such personal property in any manner the Landlord will deem proper and is relieved of all liability for doing so.
    
27. Governing Law
    
27. This Lease will be construed in accordance with and exclusively governed by the laws of New Zealand.
    
28. Severability
    
28. If there is a conflict between any provision of this Lease and the applicable legislation of New Zealand (the "Act"), the Act will prevail and such provisions of the Lease will be amended or deleted as necessary in order to comply with the Act. Further, any provisions that are required by the Act are incorporated into this Lease.
    
29. Assignment and Subletting
    
29. The Tenant will not assign this Lease in whole or in part, nor sublet all or any part of the Premises, nor grant any license or part with possession of the Premises or transfer to any other person in whole or in part or any other right or interest under this Lease (except to a parent, subsidiary or affiliate of the Tenant), without the prior written consent of the Landlord in each instance, which consent will not be unreasonably withheld so long as the proposed assignment or sublease complies with the provisions of this Lease.
    
30. Notwithstanding any assignment or sublease, the Tenant will remain fully liable on this Lease and will not be released from performing any of the terms, covenants and conditions of this Lease.
    
31. If the Lease is assigned or if the Premises or any part of the Premises are sublet or occupied by anyone other than the Tenant, the Landlord may collect rent directly from the assignee, subtenant or occupant, and apply the net amount collected, or the necessary portion of that amount, to the rent owing under this Lease.
    
32. The prohibition against assigning or subletting without the consent required by this Lease will be constructed to include a prohibition against any assignment or sublease by operation of law.
    
33. The consent by the Landlord to any assignment or sublease will not constitute a waiver of the necessity of such consent to any subsequent assignment or sublease.
    
34. Bulk Sale
    
34. No bulk sale of goods and assets of the Tenant may take place without first obtaining the written consent of the Landlord, which consent will not be unreasonably withheld so long as the Tenant and the Purchaser are able to provide the Landlord with assurances, in a form satisfactory to the Landlord, that the Tenant’s obligations in this Lease will continue to be performed and respected, in the manner satisfactory to the Landlord, after completion of the said bulk sale.
    
35. Care and Use of Premises
    
35. The Tenant will promptly notify the Landlord of any damage, or of any situation that may significantly interfere with the normal use of the Premises.
    
36. The Tenant will not make (or allow to be made) any noise or nuisance which, in the reasonable opinion of the Landlord, disturbs the comfort or convenience of other tenants.
    
37. The Tenant will not engage in any illegal trade or activity on or about the Premises.
    
38. The Landlord and Tenant will comply with standards of health, sanitation, fire, housing and safety as required by law.
    
39. Surrender of Premises
    
39. At the expiration of the lease term, the Tenant will quit and surrender the Premises in as good a state and condition as they were at the commencement of this Lease, reasonable use and wear and damages by the elements excepted.
    
40. Hazardous Materials
    
40. The Tenant will not keep or have on the Premises any article or thing of a dangerous, flammable, or explosive character that might unreasonably increase the danger of fire on the Premises or that might be considered hazardous by any responsible insurance company.
    
41. Rules and Regulations
    
41. The Tenant will obey all rules and regulations posted by the Landlord regarding the use and care of the Building, parking lot and other common facilities that are provided for the use of the Tenant in and around the Building on the Premises.
    
42. General Provisions
    
42. Where allowed, section 224 of the Property Law Act 2007 shall not apply and is excluded from this Lease.
    
43. Any waiver by the Landlord of any failure by the Tenant to perform or observe the provisions of this Lease will not operate as a waiver of the Landlord's rights under this Lease in respect of any subsequent defaults, breaches or nonperformance and will not defeat or affect in any way the Landlord's rights in respect of any subsequent default or breach.
    
44. This Lease will extend to and be binding upon and inure to the benefit of the respective heirs, executors, administrators, successors and assigns, as the case may be, of each party to this Lease. All covenants are to be construed as conditions of this Lease.
    
45. All sums payable by the Tenant to the Landlord pursuant to any provision of this Lease will be deemed to be Additional Rent and will be recoverable by the Landlord as rental arrears.
    
46. Where there is more than one Tenant executing this Lease, all Tenants are jointly and severally liable for each other's acts, omissions and liabilities pursuant to this Lease.
    
47. Time is of the essence in this Lease.
    
48. This Lease will constitute the entire agreement between the Landlord and the Tenant. Any prior understanding or representation of any kind preceding the date of this Lease will not be binding on either party to this Lease except to the extent incorporated in this Lease. In particular, no warranties of the Landlord not expressed in this Lease are to be implied.
    

IN WITNESS WHEREOF the Parties to this Lease have duly affixed their signatures under hand and seal, or by a duly authorised officer under seal, on this ________ day of ________________, ________