Annexure 'a' to Lease Term 3-1

8/2/2019 Annexure 'a' to Lease Term 3-1

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ANNEXURE A

1 DEFINITIONS AND INTERPRETATION

1.1 Defined Terms

In the Lease:

Acquirer means any person who is to acquire an interest in the Premisesduring the Term as a result of any dealing (including without limitation anytransferee, mortgagee, chargee or lessee);

Adjoining Land means that part of the Land adjoining and adjacent to thePremises;

Anchor Tenant means Optus Mobile Pty Limited its successors and

assigns, being the party with whom the Lessor first entered into a lease ofthe Premises;

Building means the principal showroom, warehouse and officeimprovements erected on the Land;

Business Day means any day in the State which is not a Saturday, Sundayor Public Holiday;

Commencing Date means the date stated in Item2;

Co-occupant means a party with whom the Lessee shares possession ofthe Premises with the Lessors consent in accordance with clause 12;

Expiry Date means the date stated in Item 3;

Government Agency means any government or any governmental, semi-government, administrative, fiscal or judicial body, department,commission, authority, tribunal, agency or entity;

GST includes any replacement or subsequent similar tax;

GST Act means A New Tax System (Goods and Services Tax) Act 1999

(Cth);

Insolvency Event means a person being in liquidation or provisionalliquidation (as defined in the Corporations Act, 2001 (Cth) ) or analogousperson appointed to it or any of its property, being taken under Section 459F (1) of the Corporations Act for having failed to comply with a statutorydemand, being unable to pay its debts or otherwise insolvent, dying,ceasing to be of full legal capacity or otherwise becoming incapable ofmanaging its own affairs for any reason, taking any step that could result inthe person becoming insolvent under administration (as defined in Section 9of the Corporations Act), entering into a compromise or arrangement withor assignment for the benefit of, any of its members or creditors or any

analogous event;

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Statute means any statute, regulation, proclamation, ordinance or by-lawof the Commonwealth of Australia or the State and includes all statutes,regulations, proclamations, ordinances or by-laws varying consolidating orreplacing them and all regulations, proclamations, ordinances and by-lawsissued under that statute;

Tax Invoice includes any document or record treated by the Commissionerof Taxation as a tax invoice or as enabling the claiming of an input taxcredit for which an entitlement otherwise arises; and

Term means the term ofthe Lease stated in Item 4

1.2 Interpretation

In the Lease, unless the context otherwise requires:

(a) headings and underlinings are for convenience only and do not affectthe interpretation of the Lease;

(b) words importing the singular include the plural and vice versa;

(c) words importing a gender include any gender;

(d) an expression importing a natural person includes any company,partnership, joint venture, association, corporation or other bodycorporate and any Government Agency;

(e) a reference to any thing includes apart of that thing;

(f) a reference to a part, clause, party, annexure, exhibit or schedule is areference to apart and clause of and aparty, annexure, exhibit andschedule to the Lease;

(g) where the day on or by which any thing is to be done is not aBusiness Day, that thing must be done onor by the next succeedingday which is a Business Day;

(h) where consent is required to be given under the Lease, unlessotherwise expressly stated, such consent must not be unreasonably

withheld or delayed;

(i) a reference to a party to a document includes that partys successorsand permitted assigns;

(j) norule of construction applies to the disadvantage of a party becausethat party was responsible for the preparation of the Lease or anypart of it; and

(k) acovenant or agreement on the part of two or more persons bindsthem jointly and severally.

2 IMPLIED COVENANTS AND POWERS

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2.1 Exclusion of Implied Covenants

The covenants, powers and provisions implied in leases by any law(including sections 84, 84A and 85 of the Conveyancing Act 1919 (NSW)) donot apply to this Lease.

2.2 Contravention of Statute - Severance

Any provision of the Lease that is void, voidable, unenforceable or invalidbecause of any Statute must in any such case and to such extent besevered from the Lease, and the Lease must be read as though suchprovision did not form part of the Lease at that time.

3 TERM OF LEASE AND HOLDING OVER

3.1 Term of the Lease

The Term commences onthe Commencing Date and expires on the ExpiryDate, subject to the terms of the Lease.

3.2 Yearly Tenancy - Holding Over

If the Lessee occupies the Premises after the Expiry Date (other thanpursuant to the grant of a Sequential Lease) the Lessee must do so as ayearly tenant on the same terms and conditions as the Lease in so far asthey apply to ayearly tenancy. Either party may end that tenancy on giving12 months notice to the other. The Rent on the commencement date ofany holding over period which is to be deemed an Adjustment Date withinthe meaning of clause 4.1 (b) and the Rent for the holding over period is to

be adjusted in accordance with clause 4.1 (b).

4 PAYMENT

4.1 Lessee to Pay Rent

(a) The Lessee must pay the Rent in Item 5(a) to the Lessor during theTerm.

(b) The Rent is to be adjusted on each anniversary of the CommencingDate during the Term and any Option (Adjustment Date) by the

higher of:

(i) the percentage in Item 5(b); and

(ii) CPI calculated using the following formula:

new rent = current rent x

where:

a is the last published CPI before the Adjustment Date;and

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b is the last published CPI before the previous AdjustmentDate (or, in the case of the first Adjustment Date,before the Commencing Date).

(c) The Lessee must pay the new rent from the Adjustment Date.

(d) For the purpose of this clause :

CPI means the All Groups Consumer Price Index for the State capitalcity published by the Australian Bureau of Statistics. If that index nolonger exists, or if the basis of calculating it changes, it means anindex that the President of the Australian Property Institute (StateDivision) decides reflects changes in the cost of living in the Statecapital city.

4.2 Payment of Rent

The Rent must be paid annually in advance to the Lessor or to any otherperson the Lessor notifies to the Lessee provided such notification isreceived by the Lessee at least 30 days prior to the date for payment of theRent.

4.3 GST

(a) Definitions and interpretation

Terms defined in the GST Act have the same meaning in thisclause unless provided otherwise.

(b) GST pass on

If GST is or will be imposed on a supply made under or in connectionwith the Lease, the supplier may, to the extent that the considerationotherwise provided for that supply under the Lease is not stated toinclude an amount in respect of GST:

(i) increase the consideration otherwise provided for that supplyunder the Lease by the amount of that GST; or

(ii) otherwise recover from the recipient the amount of that GST.

(c) Tax Invoices/Adjustment Notes

The right of the supplier to recover any amount in respect of GSTunder the Lease on a supply is subject to the issuing of the relevant

Tax Invoice or Adjustment Note to the recipient.

4.4 EFT Payments

The Lessee may pay Rent by Electronic Funds Transfer (EFT) to the accountItem 8 or such other account in Australia nominated by the Lessorprovidednotice of account details is received by the Lessee at least 30days prior tothe date for payment of Rent. Payment by EFT by the Lessee's banker to thenominated account by the due date is a fulldischarge of the payment.

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4.5 Pro Rata Refund of Rent

(a) If the Lease is terminated by either party for any reason (whetherunder clause , or otherwise), the Lessor must within 30 days ofreceiving a written demand, reimburse the Lessee for Rent and anyother amounts payable under the Lease [and all other SequentialLeases which commence after the Expiry Date of the Lease] for theperiod from the date of termination to the [Expiry Date / expiry dateof the final lease in the series of Sequential Leases] calculated on apro rata basis. Interest will be payable on late payments inaccordance with the Lease.

(b) Before dealing with its interest in the Premises, the Lessor mustprocure that the Acquirer enters into a deed with the Lessee on termsreasonably acceptable to the Lessee in which the Acquirer covenantswith the Lessee to:

(i) comply with the Lessors obligations under this clause ; and

(ii) not to transfer its interest in the Premises to any person unlessthe Acquirer first procures that that person enters into a deedwith the Lessee on the same terms as are referred to in thisclause as if that person was the Acquirer.

(c) This clause does not apply in the case of a termination of the Leaseunder clause 15(e).

4.6 Interest on Overdue Amounts

(a) Either party must pay the other on demand interest on any amountdue and payable by that party under the Lease at the rate of interestcharged by the Lessors bankers in respect of overdrafts notexceeding $100,000.

(b) Interest payable under this clause will be calculated from andincluding the due date for payment under the Lease up to andincluding the date on which payment is received in full by the otherparty.

5 USE OF PREMISES

5.1 Permitted Use

The Lessee must use the Premises for the purpose of constructing,maintaining and operating a communications facility and incidental uses.

5.2 Adjoining Land

(a) The Lessor grants to the Lessee, its sub-tenants and licensees theright to use so much of the Adjoining Land or any installation of theLessee as is reasonably required during the installation, erection,

construction, dismantling, repair, replacement, renewal, maintenanceand operation of the Premises for the Permitted Use. The Lessee

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must ensure no more of the Adjoining Land than is absolutelyessential for the Lessees purposes is used by the Lessee.

(b) After using the Adjoining Land the Lessee must restore the surface tothat part of the Adjoining Land used to as near as practicably possibleits state prior to use by the Lessee, its sub-tenants and licensees tothe Lessors reasonable satisfaction.

(c) Clause applies to the exercise by the Lessee of its rights under thisclause.

5.3 Requirementsof Government Agencies

(a) Subject to paragraph (b), the Lessee must promptly comply with anyStatute in respect of the Lessee's particular use and occupation of thePremises including any requirements, notices or orders of anyGovernment Agency having jurisdiction or authority in respect of the

Premises or their use.

(b) The Lessee is under no liability for structural or capital alterations orworks unless caused or contributed to by the Lessee's particular useand occupation of the Premises. The Lessee is not required to complywith any Statute, notice or requirement which would have issuedirrespective of whether the Lessee was in occupation of the Premises.

5.4 Cabling

The Lessor grants to the Lessee, its sub-tenants and licensees the right toinstall, maintain, repair, replace and use on the Land above or below ground

cabling to and from the Premises and where necessary to constructsupports for such cabling. In exercising its rights under this clause theLessee must:

(a) not cause any lasting material damage to the Land or materialinterference to the Lessor; and

(b) restore the surface of the Land as used asnearly as practicablypossible to its state prior to use by the Lessee, its sub-tenants andlicensees to the Lessors reasonable satisfaction.

Clause applies to the exercise by the Lessee of its rights under this clause.

5.5 Non-contiguous Premises

If any part of the Premises is not contiguous with another part of thePremises (whether on the rooftop of a building or otherwise), the Lessee, itssub-tenants and licensees may at its own cost install and run such above orbelow ground cabling, wiring, piping, earthing straps, conduit and supportstructures over the Land as is necessary for the safe, continuous and properuse of the Premises for the Permitted Use. In exercising its rights under thisclause, the Lessee must not cause any lasting material damage to the Landor material interference to the Lessor.

5.6 Consents

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(a) The Lessor irrevocably authorises the Lessee at its own cost to:

(i) submit any application for consent or approval to anyGovernment Agency to use or develop the Premises for the

Permitted Use; and

(ii) exercise and procure every right of appeal arising from or inconnection with any such application or the failure to determinethe application.

(b) The Lessor must sign all documents and do all things reasonablynecessary (at the Lessees cost) to authorise or assist the Lessee orany person nominated by the Lessee in obtaining consent or approvalfrom any Government Agency to use or develop the Premises for thePermitted Use.

6 ACCESS TO THE PREMISES

The Lessor grants to the Lessee, its sub-tenants, licensees and authorisedpersons the right to enter onto and access the Land at any time during theday and night with or without materials, plant, vehicles and other apparatusfor the purpose of accessing the Premises and exercising its rights underthe Lease and in so doing must cause as little interference or disruption tothe Lessors use and enjoyment of the Land as is reasonably possible..

7 INSURANCE, INDEMNITIES AND RELEASE

7.1 Obligation to Insure

The Lessee must:

(a) at its own cost, effect and maintain during the Term and anyoverholding, public risk insurance in respect of the Premises for atleast $20 million or such other amount as the Lessor may from timeto time reasonably require by notice in writing to the Lessee with areputable insurer against liability for bodily injury, property damageand any other risk which is commonly covered by public riskinsurance;

(b) punctually pay all premiums payable in respect of the insurance; and

(c) promptly give to the Lessor on request a certificate of currency inrespect of the insurance noting the interest of the Lessor as owner ofthe Premises.

7.2 Lessees Release

The Lessee:

(a) occupies and uses the Premises at its own risk; and

(b) releases to the full extent permitted by law the Lessor and its agents,contractors employees from all claims and demands of every kind

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resulting from any accident, damage, death or injury occurring in thePremises except to the extent that the accident, damage, death orinjury is caused or contributed to by the negligent act or omission ofthe Lessor, its agents, contractors or employees.

7.3 Lessee's Indemnity

Subject to clause the Lessee indemnifies the Lessor against all costs,liability, claims, loss or damage incurred or suffered in respect of any loss,damage or injury to persons in or on any part of the Premises to the extentcaused or contributed to by the Lessee or its agents, contractors oremployees or arising out of the Lessees use of the Premises (whetherpermitted under this Lease or not).

7.4 Negligence or Default of Lessor

The indemnities in clause do not apply to any cost, liability, claim, loss or

damage to the extent caused or contributed to by the negligent act oromission of the Lessor or its agents, contractors or employees in whichcase, the Lessor remains responsible to the extent of the contribution.

8 INSTALLATION AND MAINTENANCE

8.1 Repair and Maintenance

(a) The Lessee must during the Term maintain the Premises in a goodorder and repair having regard to the condition they were in as at theCommencing Date, except for:

(i) fair wear and tear; and

(ii) damage by fire, explosion, storm, tempest, lightning,earthquake, floods, riots, civil commotion, aircraft accident,objects falling from aircraft, acts of God and any other riskagainst which the Lessor or a prudent lessor would insure or hasinsured or is obliged to insure under the Lease.

(b) The Lessee is not responsible under any circumstances for structuralor capital repairs or maintenance unless required because of an act,omission, neglect or default of the Lessee or its agents, contractors or

employees and the damage is not the subject of the exceptionsreferred to in clause .

8.2 Construction and Alterations

(a) Subject to paragraph (b), the Lessee may at its own cost during theTerm install, erect, construct, dismantle, repair, replace, renew andmaintain on the Premises any security fencing, building or buildingsnecessary now or in the future to shelter communications equipment,a free standing monopole, guy tower, multi-sided antenna structureor other antenna support structure of sufficient height now or in thefuture to accommodate communications equipment and all necessary

connecting appurtenances.

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(b) (non-payment of other amounts) if the Lessee does notpay any amount that is due and payable by it under this Lease within14 days of its due date, whether or not demanded by the Lessor;

(c) (essential terms) if the Lessee does not comply with an essentialterm of this Lease;

(d) (repudiation) if the Lessee repudiates its obligations under thisLease;

(e) (other obligations) if the Lessee does not comply with any otherexpress or implied obligations under this Lease; and

(f) (Insolvency Event) if an Insolvency Event occurs in respectof the Lessee or the Guarantor or, if either of them is a company, anyof its subsidiaries.

10.3 Lessors termination after default

The Lessor may terminate this Lease if after the Lessee defaults under anyof the provisions of clause 10.2 (other than default under clause 10.2 (d) or10.2 (f)) and after the Lessor has served notice of breach of covenant andthe Lessee has not remedied same within fourteen (14) days and the Lessorcan:

(a) re-enter and take possession of the Premises, usingreasonable force to secure possession;

(b) serve written notice of termination of the Lease; or

(c) institute proceedings for possession of the Premises against theLessee.

10.4 Essential terms

Each of the following obligations of the Lessee under this Lease is anessential term of this Lease;

(a) to pay rent under Clause 4.1;

(b) to pay GST under Clause 4.3;

(c) regarding use of the Premises under Clause 5.1;

(d) to obtain all consents to carry on the Permitted Use under Clause 5.6and Clause 8.1 (b);

(e) to take out and maintain insurance under Clause 7.1;

(f) regarding assignment of this Lease, or anything else under Clause 12;and

other obligations of the Lessee under this Lease may also be in the natureof essential terms.

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10.5 Breach of essential term

The Lessor may treat the Lessees breach of an essential term as arepudiation of this Lease and may terminate this Lease for breach of theessential term and for repudiation after the Lessor has served notice inaccordance with clause 10.3, of breach of such essential term and theLessee has not remedied same within fourteen (14) days. The Lessor is thenentitled to immediate possession of the Premises.

10.6 Lessors entitlement to damages

(a) If the Lessee:

(i) repudiates this Lease;

(ii) breaches an essential term under this Lease; or

(iii) defaults under this Lease in any other way,

the Lessee must compensate the Lessor for the loss or damage suffered bythe Lessor as a consequent of the repudiation, breach or otherdefault.

(b) The Lessees obligation to compensate the Lessor for loss or damage isnot affected if:

(i) the Lessee abandons or vacates the Premises;

(ii) the Lessor elects to re-enter or to terminate this Lease;

(iii) the Lessor accepts the Lessees repudiation; or

(iv) the parties conduct constitutes a surrender by operation of law.

10.7 Lessee to Yield Up

The Lessee must atthe end of the Lease give back the Premises in

accordance with the Lessee obligations under the Lease.

10.8 Removal of Lessees Equipment

(a) Subject to the Lessee, its sub-tenants and licensees rights andobligations under the Telecommunications Act (Cth) 1997, the Lesseemust at or prior to the end of the Lease or on such other date agreedbetween the parties remove from the Premises all LesseesEquipment. The Lessee must make good any damage caused duringsuch removal.

(b) The Lessor acknowledges that the Lessees Equipment remains the

property of the Lessee, its sub-tenants or licensees (as the case maybe).

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10.9 Failure of Lessee to Remove Lessees Equipment

(a) Subject to the Lessee, its sub-tenants and licensees rights andobligations under the Telecommunications Act (Cth) 1997, the Lesseemust at or prior to the end of the Lease or on such other date agreedbetween the parties remove from the Premises all LesseesEquipment. The Lessee must make good any damage caused duringsuch removal.

(b) The Lessor acknowledges that the Lessees Equipment remains theproperty of the Lessee, its sub-tenants or licensees (as the case maybe).

(c) In the event the Lessees Equipment is not removed prior to the endof the Lease due to expiry by efflux ion of time, the Lessee is deemedto be in holding over under the Lease and is subject to all obligations

under it until all Lessees Equipment is removed or a new lease isentered into with Crown Castle or one of its sub-tenants. Nothing inthis paragraph (c) alters the obligations under paragraph (a), and theLessee remains obliged to comply with that clause during the holdingover.

(d) If the Lessee is otherwise terminated and the Lessee does not removethe Lessees Equipment in accordance with Clause 10.8, the Lessormay do so and store the Lessees Equipment at the Lessees cost.

(e) If the Lessee does not remove the Lessees Equipment from thePremises or from the place where they are stored by the Lessor

within 7 days of being requested in writing to do so by the Lessor, theLessees Equipment becomes the property of the Lessor if the Lessorso elects.

10.10Effect on Rights or Liabilities

Termination of the Lease does not affect the rights or liabilities of theparties in relation to any cause of action accruing prior to termination.

11 NOTICES

11.1 Method of Service

Any notice given under the Lease by either party to the other must be inwriting and is given for all purposes by delivery in person, by post or byfacsimile addressed to the receiving party at the address set out in Item 6in the case of the Lessor and in Item7 in the case of the Lessee.

11.2 Time of Service

A notice given in under the Lease is deemed to be duly served in the case ofposting 2 Business Days after the date of posting and in the case offacsimile, onthe first Business Day after the date of transmission (providing

the sending party receives a facsimile machine verification report indicatingthat the notice has been transmitted).

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11.3 Change of Address

Aparty may at any time change its address, postal address or facsimilenumber by giving notice to the other party.

12 ASSIGNMENT / SUBLETTING

12.1 Assignment

Subject to clause the Lessee must not assign the Lease without the priorwritten consent of the Lessor which consent must not be unreasonablywithheld.

12.2 Assignment to a Related Body Corporate

The Lessee may at any time assign the Lease to a Related Body Corporate

of the Lessee.

12.3 Subletting

The Lessee may sublease, licence or share possession of the Premises withCo-occupants with the prior written consent of the Lessor which shall not beunreasonably withheld if the following provisions have been observed bythe Lessee:

(a) the Lessee is not in default under this Lease other than a default whichhas been waived by the Lessor;

(b) the purpose of the Co-occupants shared possession of the Premises isstrictly for the use set out in clause 5.1 of this Lease;

(c) unless the Co-occupant is the Anchor Tenant, the Co-occupant hasentered into a separate tenure arrangement with the Lessor or otheragreement on terms satisfactory in its absolute discretion to theLessor.

13 LESSORS COVENANTS

13.1 Quiet Enjoyment

The Lessor covenants that the Lessee may peaceably hold and enjoy thePremises during the Term without any interruption by the Lessor or anyperson rightfully claiming through the Lessor.

14 MISCELLANEOUS

14.1 Lessee to Pay Costs and Disbursements

(a) The Lessee must pay the Lessors costs in relation to any othertransaction arising from the Lease (for example: assignment,subletting) together with any costs of obtaining any consents).

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(b) The Lessee must pay all stamp duty (including penalties and finesother than penalties and fines due to the default of the Lessor)together with cost for registration of the Lease.

14.2 Governing Law

The Lease is governed by the laws of the State and the Commonwealth ofAustralia and the Lessor and the Lessee submit to the non-exclusive

jurisdiction of the Courts of the State.

15 SEQUENTIAL LEASES

15.1 Application of clause

This clause applies:

(a) despite any other provision of the Lease; and

(b) where one or more Sequential Leases are entered into in respect ofthe Premises.

15.2 Sequential Lease

(a) Where a Sequential Lease commences on the day after the ExpiryDate, any provisions of the Lease in relation to:

(i) the lessees right to hold over after the expiration of the Lease;

(ii) the lessees obligation to remove any items from the Premises;

(iii) the lessees obligation to make good the Premises,

which would normally apply on the expiration of the Lease, do notapply until the expiration of the final Sequential Lease.

(b) If the Lease is transferred, then (despite any other provision of anySequential Lease), the Sequential Leases which are expressed tocommence after the date of the transfer are deemed to be assignedto the same transferee and with effect from the same date.

(c) If a Sequential Lease which commenced prior to the CommencingDate is or has been transferred, then the Lease is deemed to betransferred to the same transferee with effect from the same date.

(d) If a Sequential Lease which commenced prior to the CommencingDate terminates other than by expiration, then the Lease isterminated with effect from the same date.

(e) If the Lessee gives to the Lessor notice no later than 6 months priorto the Commencing Date that the Lessee no longer requires tooccupy the Premises, then the Lease terminates with effect from thedate of service of the notice.

16 COMMONWEALTH LEGISLATION

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Nothing in this Lease affects, restricts, limits or derogates from the rights,powers and immunity of the Lessee under and by virtue of theTelecommunications Act 1997 (Cth) or any other applicable legislationand/or regulations of the Commonwealth.

17 REDEVELOPMENT OF THE BUILDING

17.1 Relocation Notice

If the Lessor decides to demolish, substantially repair, renovate, orreconstruct the whole or any part of the Building (Redevelopment) and theRedevelopment will affect the Premises, the Lessor may, subject to theprovisions of this clause 17, terminate this Lease by giving to the Lessee notless than 12 months notice in writing (Relocation Notice) stating the dateon which the Lease will terminate (Relocation Date).

17.2 Lessee may end Lease

If the Lessor gives the Lessee a Relocation Notice, the Lessee may end thisLease by giving the Lessor written notice of termination within 1 month ofservice of the Relocation Notice, in which case time is of the essence. Ifsuch notice is given by the Lessee:

(a) this Lease and all Sequential Leases will end or be deemed ended onthe Relocation Date; and

(b) the New Lease offer referred to in clause 17.4 and clauses 17.5 to17.11 will have no further effect.

17.3 Surrender of Lease and Sequential Leases

If the Relocation Notice is given in accordance with this clause 17 theLessee must:

(a) surrender this Lease and all Sequential Leases to the Lessor. Thedate of surrender is to be as provided in the Relocation Notice or asagreed in writing by the Lessor and Lessee; and

(b) execute and deliver up to the Lessor a form of surrender of leaseprepared by the Lessors solicitor in relation to the Lease and eachSequential Lease within 14 days of submission to the Lessee, in whichregard time will be of the essence.

17.4 Offer of New Lease

Any Relocation Notice must be given with an offer of a new lease to the

Lessee together with further leases for terms equivalent to those contained

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in the Sequential Leases (New Lease) of other premises on the Land to becreated following the Redevelopment (New Premises).

17.5 New Premises

The New Premises will be determined by the Lessor at its sole discretion,noting that, the New Premises must:

(a) be comparable to the Premises to the greatest extent possible;

(b) be located in a position in the Building on the ground or at someother location acceptable to the Lessee;

(c) not be smaller than the area of the Premises;

(d) afford the Lessee and its sub-tenants and licensees at least

comparable transmission network coverage and performance; and

(e) in the Lessees reasonable opinion, be suitable for the installation andoperation of a communications facility and incidental uses for thebalance of the Term and any extension or renewal of it.

17.6 Terms of New Lease

(a) Unless otherwise agreed in writing by the Lessor and Lessee, the NewLease must have the same terms and conditions as this Lease exceptthe Term must be equal to the unexpired Term of this Lease as at the

date of surrender of this lease and the rent will be the rent that wouldreasonably be expected to be paid for the New Premises at theestimated commencement date of the New Lease (CommencingRent) as determined by the Lessor taking into account the:

(i) terms of the Lease; and

(ii) rent that would reasonably be expected to be paid for the NewPremises if they were unoccupied and offered for rental for thesame or substantially the same Permitted Use as is specifed inthis Lease.

(b) The provisions of Clause 17.6 apply to each new lease intended toreplace any Sequential Lease in existence at the date of surrender ofthis Lease in accordance with Clause 17.

17.7 Commencing Rent

If the Lessee does not give the Lessor written notice that it disputes theLessors determination of the Commencing Rent (Dispute Notice) within14 days of receiving the Relocation Notice, in which regard time will be ofthe essence, the Lessors determination of the Commencing Rent will be the

rent reserved under the New Lease.

17.8 Service of Dispute Notice

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If the Lessee gives the Lessor a Dispute Notice in accordance with clause17.7, the Lessor will appoint a valuer to decide the Commencing Rent, whomust:

(a) be a member of the Australian Institute of Valuers Inc. (New SouthWales Division);

(b) have at least 5 years experience as a valuer of leased premises inNew South Wales;

(c) act as an expert and not as an arbitrator; and

(d) make a written determination within 1 month of accepting theappointment, giving reasons for the determination and specifying thematters to which the valuer had regard in making the determination.

17.9 Sharing of Valuers Costs

The parties must share the valuers costs (including fees anddisbursements) equally.

17.10Commencing Rent

The Commencing Rent as determined by the valuer under clause 17.8 (d)will be the rent payable at the commencement date of the New Lease.

17.11Relocation Cost

If the Lessee:

(a) accepts the New Lease offer referred to in clause 17.4;

(b) relocates to the New Premises;

(c) complies with clause 17.3; and

(d) duly signs the New Lease (including any replacement SequentialLeases)

the Lessor must pay to the Lessee within 14 days of receiving copies ofinvoices and receipts in relation to the reasonable costs of removing theLessees equipment, fixtures and fittings and other property from thePremises and installing its equipment in the New Premises but such cost willnot exceed $30,000.00 (Relocation Cost).

The Lessee acknowledges that the Relocation Cost is limited to $30,000.00and any removal costs incurred by the Lessee exceeding this amount will beborne by the Lessee solely.

17.12Lessor not liable for Lessees loss or injury

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The Lessor will not be responsible for any loss or injury or damage (includingloss of profits or economic loss) sustained by the Lessee arising out of or inconnection with the operation of this clause.

18 CARBON TAX

If at any date after the Commencing Date the Land is or becomes subject toor assessable for a tax in the nature of a carbon tax imposed under Statuteby any federal, state or local authority (Tax) then the Lessee during theremainder of the Term of this Lease and during the term of any SequentialLease must pay to the Lessor, upon demand by the Lessor, a pro rata partof the Tax in the proportion that the area of the Premises bears to the area

of the Land.

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REFERENCE SCHEDULE

Item 1 Premises (clause )

That partof the Land hatched onthe plan annexed to in Schedule1

being part of the property known as 99-105 Boundary Road,Peakhurst NSW 2210

Item 2 Commencing Date (clause )

14 October 202116

Item3 Expiry Date (clause )

13 October 20261

Item4 Term (clause )

Five (5) years

Item5 Rent (clause )

(a) The Rent during the first year of the Term will be the rentpayable in the immediate preceding year increased inaccordance with clause 4.1, and reviewed and adjustedannually thereafter for the balance of the Term in accordancewith clause 4.1

(b) Fixed percentage increases 4%

Item6 Contact at Lessor (clause )

Name: Michael FermanAddress: 99-105 Boundary Road

PEAKHURST NSW 2210 Telephone Number: (02) 9533 2722

Item7 Contact at Lessee (clause )

Name: Director, Corporate & Legal Affairs

Address: Level 1, 754 Pacific HighwayCHATSWOOD NSW 2067

Telephone Number: (02) 9495 9000Facsimile Number: (02) 9495 9100

Item 8 Nominated Account (clause )

Not applicable

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SCHEDULE 1 PREMISES PLAN

Annexure 'a' to Lease Term 3-1

Documents

Transcript of Annexure 'a' to Lease Term 3-1