Exhibit
10.6


 




																			
	Form:
 Licence:

                                                                                                                   

Licensee:

Firm
name:
	  	07L


01-05-028




LEAP
Legal Software Pty Limited


 Simpson Freed	  	LEASE

                                              

New
South Wales
 Real
                                            Property Act 1900
	  	Leave
this space clear. Affix additional pages to the top left-hand corner.

  


PRIVACY NOTE: Section
318 of the Real Property Act 1900 (RP Act) authorises the Registrar General to collect the information required by this form for the
establishment and maintenance of the Real Property Act Register. Section 968 RP Act requires that the Register is made available to any
person for search upon payment of a fee, if any.


 


	STAMP DUTY	 	
      Office of State Revenue use only

     

     

	 	 	 
	(A) TORRENS
    TITLE	 	
      Property leased

      Folio Identifier 14 / 1036920 23 - 25 Mangrove Lane, Taren Point NSW 2229

     

     

     

     

	 	 	 
	(B) LODGED BY	 	
      Document Collection   Box
	
       Name, Address or DX, Telephone, and    Customer    Account Number if any

     

     

     
	   CODE
	 	 	   Reference: 	   L
	 	 	 
	(C) LESSOR	 	
      Adrian Julius See and Li See ABN 48 699 542 410

     

     

     

	 	 
	 	 	  The lessor leases to the lessee the property referred to above.
	 	 
	(D)	 	  Encumbrances (if applicable):

                                                                                 

	(E) LESSEE	 	
      See Trading Co Pty Ltd ABN 82 115 411 704

     

     

      TENANCY: 






 





	(G)	 	1.	 	TERM:	 	5 Years
	 	 	2.	 	COMMENCING DATE:	 	15 July 2018
	 	 	3.	 	TERMINATING DATE:	 	14 July 2023
	 	 	4.	 	With an OPTION TO RENEW for a period of3 Years set out in Item 12 of Annexure “A”
	 	 	5.	 	With an OPTION
    TO PURCHASE set out in clause NIA of N/A
	 	 	6.	 	Together with and reserving the RIGHTS set out in clause      of
	 	 	7.	 	Incorporates the provisions or additional material set out in ANNEXURE (S) “A”     hereto
	 	 	8.	 	Incorporates the provisions set out in registered LEASE No. N/A
	 	 	9.	 	The RENT is set out in item No 13 of Annexure “A”








 






    	Page 1 of 5



     


    

 


DATE:


 

	(H)	  	I
certify that l am an eligible witness and that the lessor signed this dealing in my presence. [See note ** below]	  	Certified
                                            correct for the purposes of the Real Property Act 1900 by the lessor.

			
		  	Signature
of witness:	  	Signature
                                            of lessor:

			
		  	Name
of witness:	  	 
		  	Address
of witness:	  	
	 	 	 	 	 
	 	 	Certified
correct for the purposes of the Real Property Act 1900 and executed on behalf of the corporation named below by the authorised person(s)
whose signature(s) appears(s) below pursuant to the authority specified.	 	 
	 	 	 	 	 
	 	 	Corporation:
                                               See Trading Co Pty Ltd
	 	 
	 	 	Authority:
                                                 section 127 of the Corporations Act 2001 Signature of authorised
                                            person:

	 	Signature
of authorised person: 
	 	 	 	 	 
	 	 	Name
of authorised person:	 	Name
of authorised person:
	 	 	Office
held:       Director	 	Office
held:         Director

  





	(I)	STATUTORY DECLARATION *	 
	 	 	 	 
	 	I	             	 
	 	 	 	 
	 	solemnly and sincerely declare that -	 
	 	 	 	 
	 	1. 	The time for the exercise of option to renew in expired lease No.          has ended;
	 	 	 	 
	 	2.	The lessee under that lease has not exercised the option.
	 	 	 	 
	 	I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Oaths Act 1900.
	 	 	 	 
	 	Made and subscribed at                                       in the State of New South Wales on
	 	 	 	 
	 	in the presence                                                       of
	 	 	 	 
	 	☐ Justice of the Peace     ☐ Practising Solicitor     ☐ Other qualified witness [specify] 
	 	 	 	 
	 	#  who certifies the following matters concerning the making of this statutory declaration by the person who made it:
	 	 	 	 
	 	1.	I saw the face of the person OR I did not see the face of the person because the person was wearing a face covering, but I am satisfied that the person had special justification for not removing the covering; and
	 	 	 	 
	 	2.	I have known the person for at least 12 months OR I have not known the person for at least 12 months, but I have confirmed the person’s identity using the identification document and the document I relied on was





 





	Signature
  of witness:	Signature
                                            of;





 

	*	As
the services of a qualified witness cannot be provided at lodgment, the declaration should be signed and witnessed prior to
lodgement. # If made outside NSW, cross out the witness certification. If made in NSW, cross out the text which does not a 1
..
	**	s117
RP Act requires that you must have known the signatory for more than 12 months or have sighted identifying documentation.


  







    	Page 2 of 5



     


    

 


ANNEXURE
A


 


	ANNEXURE A	SEE A SOLICITOR ABOUT THIS LEASE




 


	Lessor:	Adrian Julius See and Li See
	 	 
	Lessee:	See Trading Co. Pty Ltd ACN 115 411 704




 


This
annexure consists of 2 pages.


 




NOTE:
Any alterations and additions to Lease Covenants in Annexure B must be made by additional clauses in Annexure A. The printed
clauses in Annexure Bare to remain in their copyright form without alteration.





 


	 	SCHEDULE OF ITEMS (continued)




 


	Item
                                            10

    (cls
    2.3, 13.1)

    (cl
    13.7)
	A.
                                                                     The guarantor:

                                                                      

    B.
    Limit of guarantor’s liability:
	of
    N/A
	 	 	 
	Item
    11	Additional
    leased property:	NIL
	(cl
    3)	 	 
	 	 	 
	Item
    12	Option
    to renew	 
	(cl
    4)	 	 


 


		A.	One
                                            3 year option



 


		B.	Further
                                            period of 3 years from 15 July 2023 to 14 July 2026



 


		C.	Maximum
                                            period of tenancy under this lease and permitted renewals: 8 years



 


		D.	First day option for renewal can be exercised:	6 months from expiry



 


		E.	Last day option for renewal can be exercised:	3 months from expiry



 


	Item
13 (cl 5)	A.	Rent



 


	 	For the lease period:	 	 
	 	From the commencement date to the first rent review date:	 	$300,000.00 plus GST a year by monthly instalments of $25,000.00 plus GST per month.
	 	 	 	 
	 	Afterwards:	 	At the new yearly rent beginning on each review date by monthly instalments of one twelfth of the new yearly rent.
	 	 
	 	For the further period
in item 12A: 	 	 
	 	From the commencement date to the first rent review date: (for example: Current market rent) Afterwards:
	 	Not applicable At the new yearly rent beginning on each review date by monthly instalments of one twelfth of the new yearly rent.




 


	 	 	 
	 	 	 
	 	 	 




 




    	Page 3 of 5



     


    

 


ANNEXURE
A


 


	 	For
the further period in item 12B:
    	 	 
	 	From the commencement date to the first
rent review date:

                                                                           (for example: Current market
rent)
	 	Not applicable

	 	 	 	 
	 	Afterwards:	 	At
the new yearly rent beginning on each review date by monthly instalments of one twelfth of the new yearly rent. 



 


	Item
13 

(cl 15)	B.	GST



 


	 	Clause 15 provides for payment by the lessee of GST unless otherwise here indicated:




 


	Item 14 

    (cl 5)	Outgoings




 


		A.	Share of outgoings:	100%
		B.	Outgoings
                                            -



 


		(a)	local
                                            council rates and charges;
		(b)	water
                                            sewerage and drainage charges;
		(c)	Land
                                            Tax
		(d)	Building
                                            Insurance
	 	 	 
	 	for the land or the building of which the property is part, fairly apportioned to the period of this lease.



 


	Item 15 

(cl 5.1.5)	Interest rate:	Ten Per Cent (10%) per annum




 


	Item 16 

(cl 5.4)	Rent review	 




 


	 	Rent
    review date	Method
    of rent review	If
    Method 1 applies, increase by (the
    increase should show percentage or
    amount)
	 	 	 	 
	 	15
    July 2019	1	3%
	 	15
    July 2020	 	3%
	 	15
    July 2021	1	3%
	 	15
    July 2022	 	3%
	 	15
    July 2023	3	Market
    Review
	 	15
    July 2024	 	3%
	 	15
    July 2025	 	3%


 


	 	Method 1 is a fixed amount or percentage.
	 	Method 2 is Consumer Price Index.
	 	Method 3 is current market rent.
	 	 
	 	Method 2 applies unless another method is stated.




 


	Item 17

                           (cl 6.1)
	Permitted use:	Gym Equipment warehousing and wholesale sales




 


	 	 	 
	 	 	 
	 	 	 


 




    	Page 4 of 5



     


    

 


ANNEXURE
A


 


	Item
    18	Amount
    of required public liability insurance: $10 Million
	(cl
    8.1.1)	 
	 	 
	Item
    19	Bank
    Guarantee
	(cl
    16)	 
	 	Not
    Applicable.
	 	 
	Item
    20	Security
    Deposit
	(cl
    17)	 
	 	2
    months base rent and the lessee’s proportion of outgoings increased by the rate of GST (expressed as a percentage) applicable
    from time to time.


 


	15.	Consent
    to Transfer of Lease
	 	 
	 	The
    following new sub-clause 10.2.4 is added to clause 10:


 


	 	“10.2.4	
    The assignee is a corporation and the directors of that corporation will not provide personal guarantees for the assignee’s
    obligations under the lease.”




 





	16.	Obligations
    of Guarantor Following Assignment
	 	 
	 	The
    provisions of clause 13.2 do not apply to extensions and renewals of this lease if the lease has been transferred during the term
    in compliance with the provisions of clause 10.


 


	17.	Effect
    011 Landlord’s Insurance
	 	 
	 	The
    tenant must not do anything which may:


 


	 	17.1	Make
    the Landlord’s insurance invalid or capable of cancellation; or
	 	 	 
	 	17.2	Increase
    the Landlord’s insurance premium, unless the Landlord agrees and the Tenant pays the increase.


 





	18.	Amendment
    re Rent payable 011 Exercise of Option to Renew
	 	 
	 	The
    following sentence shall be added at the end of Clause 4.6:
	 	 
	 	“Any
    rent payable after a tenant renews this lease pursuant to this clause shall not be less than the rent payable immediately before
    the renewal, regardless of the method of calculating the new rent.”


 





	19.	Goods
    & Services Tax
	 	 
	 	The
    amounts payable by the lessee to the lessor under this Lease do not include any goods and services tax (“GST”). If any
    GST is or becomes chargeable with respect to the payment by the lessee to the lessor of rent or any other amounts under this Lease,
    the lessee must pay the GST or reimburse the lessor for any GST paid or payable by the lessor with respect to any amounts payable
    by the lessee under this Lease
	 	 
	20.	The
    Landlord and Tenant agree that there will be a one month rent free period from 15 July 2018 until 14 August 2018. No rent free period
    will be available for any option period or holding over period.


 


	 	 	 
	 	 	 
	 	 	 


 




    	Page 5 of 5



     


    

 


ANNEXURE
B


Page
1 of 13 pages


SEE
A SOLICITOR ABOUT THIS LEASE


 


ANNEXURE
B


 


	Lessor:	Adrian
    See and Li See
	 	 
	Lessee:	See
    Trading Co. Pty Ltd ACN 115 411 704


 


This
annexure consists of 13 pages.


 










©2006
COPYRIGHT of the Law Society of New South Wales which has approved this annexure as printed to clause 18. WARNING: Unauthorised reproduction
in whole or in part is an infringement of copyright.


 


	NOTE:	 	Any
    alterations and additions to Lease Covenants in Annexure B must be made by additional clauses in Annexure A. The printed clauses
    in Annexure B are to remain in their copyright form without alteration.








 





CONTENTS


 


	CLAUSE	 	SUBJECT	 	PAGE	 	CLAUSE	 	SUBJECT	 	PAGE
	 	 	 	 	 	 	 	 	 	 	 
	1	 	Form
    of this Lease	 	2	 	11	 	Lessor’s
    other Obligations	 	9
	2	 	Parties	 	2	 	12	 	Forfeiture
    and End of Lease	 	9
	3	 	The
    Property	 	2	 	13	 	Guarantee	 	10
	4	 	Lease
    Period	 	2	 	14	 	Exclusions,
    Notices and	 	 
	5	 	Money	 	3	 	 	 	Special
    Clauses	 	10
	6	 	Use	 	5	 	15	 	Goods
    and Services Tax	 	11
	7	 	Condition
    and Repairs	 	6	 	16	 	Bank
    Guarantee	 	11
	8	 	Insurance
    and Damage	 	7	 	17	 	Security
    Deposit	 	11
	9	 	Access	 	7	 	18	 	Strata
    Conversion	 	11
	10	 	Transfer
    and Sublease	 	8	 	 	 	 	 	 


 


RETAIL
LEASE CERTIFICATE


 


If
section 16 of the Retail Leases Act 1994 applies to this lease, and the term plus any further terms are less than 5 years (subject
to section 16(4)), the term will be extended unless a section 16 certificate is given. Sections 16(1) and (2) provide -


 


	16(1)	The
    term for which a retail shop lease is entered into, together with any further term or terms provided for by any agreement or option
    for the acquisition by the lessee of a further term as an extension or renewal of the lease, must not be less than 5 years. An agreement
    or option is not taken into account if it was entered into or conferred after the lease was entered into.
	16(2)	If
    a lease is entered into in contravention of this section, the validity of the lease is not thereby affected but the term of the lease
    is extended by such period as may be necessary to prevent the lease contravening this section.


 


I
certify that I am a solicitor not acting for the lessor and that at the request of the lessee I explained to the lessee before (or within
6 months after) the lessee entered into this lease -


 


	 	■	the
    effect of sections 16(1) and (2); and
	 	■	that
    the giving of this certificate would result in section 16 not applying to this lease.


 


	 	 	 
	Date	 	Signature
	 	 	 
	 	 	 
	 	 	NAME
    (BLOCK LETTERS)
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




    	 



     


    

 


ANNEXURE
B


PAGE
2 OF 13 PAGES


 


	CLAUSE
    1	 	FORM
    OF THIS LEASE
	 	 	 
	 	 	What
    are the parts to this lease?



 


	 	1.1	 	There
    are three parts to this lease - a lease form, Annexure A and this annexure. 
	 	1.2	 	This
    lease is a deed even if it is not registered.
	 	1.3	 	A
    reference in this deed to the schedule is to the schedule of items commencing at item 1 on the lease form and ending with item 20
    in Annexure A.


 


	CLAUSE
    2	 	PARTIES
	 	 	 
	 	 	Who
    are the parties to this lease? 



 


	 	2.1	 	The
    lessor is named on page 1 of this lease. 
	 	2.2	 	The
    lessee is named on page 1 of this lease.
	 	2.3	 	The
    guarantor is named in item 10 in the schedule, if there is a guarantor.
	 	2.4	 	If
    a party consists of two or more persons, obligations of that party can be enforced against any one or more of them.


 





	CLAUSE
    3	 	THE
    PROPERTY
	 	 	 
	 	 	What
    property is leased?



 


	 	3.1	 	The
    property leased is described on page 1 of this lease.
	 	3.2	 	The
    lessor’s fixtures are included in the property leased.
	 	3.3	 	If
    anything else is leased (such as furniture belonging to the lessor) and is described in item 11 in the schedule it is included in
    the property.
	 	3.4	 	If
    the property has facilities and services shared in common with other persons in the same building as the property, clause 11.3.2
    applies to those common facilities. The lessee shares the common facilities with the lessor, and with other lessees of the lessor.
    The lessor can set reasonable rules for sharing these common facilities.


 


	CLAUSE
    4	 	LEASE
    PERIOD
	 	 	 
	 	 	How
    long is this lease for?



 


	 	4.1	 	This
    lease is for the period stated in item 1 in the schedule, commences on the date stated in item 2 in the schedule and ends on the
    date stated in item 3 in the schedule.
	 	4.2	 	If
    a further period, commencing when this lease ends, is stated in item 12A in the schedule then the lessee has the option to renew
    this lease for that period.
	 	4.3	 	The
    lessee can renew this lease more than once if that is stated in item 12B in the schedule. However the period of tenancy under this
    lease and under any renewal(s) is, in total, not longer than the maximum period stated in item 12C in the schedule.
	 	4.4	 	The
    lessee can exercise the option only if –


 


	 	4.4.l	the
    lessee serves on the lessor a notice of exercise of option not earlier than the first day stated in item 12D in the schedule and
    not later than the last day stated in item 12E in the schedule;
	 	4.4.2	there
    is at the time of service no rent or outgoing that is overdue for payment; and
	 	4.4.3	at
    the time of service all the other obligations of the lessee have been complied with or fully remedied in accordance with the terms
    of any notice to remedy given by the lessor.


 


	 	 	 	If
    this lease is extended by legislation, items 12D and 12E in the schedule are adjusted accordingly.
	 	 	 	 
	 	4.5	 	After
    exercising the option the lessee must continue to pay all rents and outgoings on time and continue to comply with all of the lessee’s
    obligations under this lease. If the lessee does not do so, the lessor may treat any breach as being a breach of the new lease as
    well as of this lease.





 






    	 



     


    

 


ANNEXURE
B


PAGE
3 OF 13 PAGES


 


	 	4.6	A
    new lease will be the same as this lease except for –


 


	 	4.6.1	the
    new rent;
	 	4.6.2	the
    commencement date and the termination date;
	 	4.6.3	the
    omission of clauses 4.2, 4.3, 4.4, 4.5 and 4.6 and items 12A and 12B in the schedule in the last lease allowed in item 12 in the
    schedule;
	 	4.6.4	item
    12B becoming item 12A;
	 	4.6.5	adjustment
    of item 12C in the schedule; and
	 	4.6.6	adjustment
    of items 12D and 12E in the schedule. The number of days between the dates stated in items 12D and 12E in the schedule of the new
    lease and the termination date of the new lease and the number of days between each date stated in items 12D and 12E in the schedule
    of this lease and the termination date of this lease are to correspond.


 


If
the new rent is to be current market rent it will be decided in the same way that current market rent is to be decided under Method 3
stated in clause 5 assuming that this lease and the new lease were one continuous lease and the commencement date of the new lease was
a rent review date.


 


	CLAUSE
    5	 	MONEY


 


What
money must the lessee pay?


 


	 	5.1	The
    lessee must pay to the lessor or as the lessor directs –


 


	 	5.1.1	the
    rent stated in item 13A in the schedule;
	 	5.1.2	the
    share stated in item 14A in the schedule of those outgoings stated in item 14B in the schedule;
	 	5.1.3	the
    reasonable cost to the lessor remedying a default by the lessee;
	 	5.1.4	the
    reasonable cost to the lessor of dealing with any application by the lessee for the lessor’s consent under this lease (whether
    or not it is given);
	 	5.1.5	interest
    on these moneys at the rate stated in item 15 in the schedule when payment is more than 14 days overdue, calculated from the due
    date to the date of payment;
	 	5.1.6	registration
    fee for registration of this lease at Land and Property Information NSW (payable on delivery to the lessor’s solicitor of the
    executed lease);
	 	5.1.7	stamp
    duty on this lease (payable on delivery to the lessor’s solicitor of the executed lease) if not previously paid by the lessee
    to the Office of State Revenue;
	 	5.1.8	if
    the lessee defaults, the lessor’s reasonable legal costs relating to the default;
	 	5.1.9	the
    lessor’s reasonable costs and expenses in connection with the preparation of this lease but only that part of those costs and
    expenses which are permitted to be recovered by a lessor under section 14 and section 45 of the Retail Leases Act, 1994; and
	 	5.1.10	GST
    as provided for in clause 15.


 


		5.2	The
                                            first month’s instalment of rent is to be paid by the c01runencement date. Each later
                                            month’s instalment of rent is to be paid in advance.
	 	 	 
		5.3	A
                                            payment under clause 5.1.2 must be paid on the next rent day after a request for payment
                                            is made by the lessor.



 


A
request for payment can be made –


 


	 	5.3.1	after
    the lessor has paid an outgoing; or
	 	5.3.2	after
    the lessor has received an assessment or account for payment of an outgoing.


 


If
item 14B in the schedule refers to land tax –


 


	 	■	if
    the property is a strata lot, the relevant land tax is land tax on that lot;
	 	■	if
    the property is not a strata lot but is part of a building, the relevant land tax is land tax on the land on which the building is
    situated, plus any land of the lessor used or available for use by or for the benefit of lessees conducting business in the building
    or in connection with trading in the building; and
	 	■	in
    either case, the land tax must be calculated as if the land was the only land owned by the lessor and there was no special trust
    or non-concessional company involved.


 




    	 



     


    

 



ANNEXURE
B


PAGE
4 OF 13 PAGES



 


When
and how is the rent to be reviewed?


 


	 	5.4	The
    rent is to be reviewed on the rent review dates stated in item 16 in the schedule.
	 	 	 
	 	 	If
    this lease is extended by legislation, the rent review dates include each anniversary of the latest rent review date stated in item
    16 in the schedule (or if none is stated each anniversary of the commencement date) which falls during the extension.
	 	 	 
	 	5.5	The
    lessee must continue to pay rent at the old rate until the new rate is known. After that, the lessee is to pay the new rent from
    the next rent day. By that rent day the lessee is also to pay any shortfall between the old and new rate for the period since the
    rent review date. Alternatively, the lessor is to refund to the lessee any overpayment of rent.
	 	 	 
	 	5.6	There
    are three different methods described here for fixing the new rent on a rent review date. The method agreed by the lessor and the
    lessee is stated at item 16 in the schedule. The lessee is entitled to a reduction if the method produces a rent lower than the rent
    current just before the review date.


 


Method
1. By a fixed amount or percentage.


 


	 	5.7	In
    this case the rent beginning on each review date will be increased by the percentage or amount stated in item 16 in the schedule.
	 	 	 
	 	 	Method
    2. By reference to Consumer Price Index.
	 	 	 
	 	5.8	In
    this case –


 


	 	■	take
    the yearly rent as of the last review date or if none, the rent at the commencement date ($X),
	 	■	divide
    that rent by the Consumer Price Index Number for Sydney (All Groups) for the quarter ended just before that date (CPI 1),
	 	■	multiply
    the result by the Consumer Price Index Number for Sydney (All Groups) for the quarter ended just before the review date (CPI 2).


 


The
product is the new rent for the year beginning on the review date ($Y), written as a formula –


 


	 	$X	x	CPI
    2	=	$Y 
	 	CPI 1	 	 	 	 


 


	 	5.9	The
    lessor must calculate the new rent after each review date and give the lessee written notice of the new rent.
	 	 	 
	 	5.10	If
    the Australian Bureau of Statistics makes a change in the reference base of the index and there is a published co-relation between
    the old and new base then the published co-relation is to be applied to convert the CPI l figure to the new reference base. If there
    is none then the lessor and the lessee agree to accept the calculations of the lessor’s solicitor who must be retained to determine
    a fair co-relation between the old and the new series of numbers.
	 	 	 
	 	5.11	If
    the index used to calculate the new rent is discontinued the lessor may substitute another index that, as nearly as practicable,
    serves the same purpose and, if there is no such index, then the rent will be fixed by Method 3.


 


Method
3. By reference to current market rent.


 


	 	5.12	In
    this case the rent is to be the current market rent. This can be higher or lower than the rent payable at the rent review date and
    is the rent that would reasonably be expected to be paid for the property, determined on an effective rent basis, having regard to
    the following matters –


 


	 	5.12.1	the
    provisions of this lease;
	 	5.12.2	the
    rent that would reasonably be expected to be paid for the property if it were unoccupied and offered for renting for the same or
    a substantially similar use to which the property may be put under this lease;
	 	5.12.3	the
    gross rent, less the lessor’s outgoings payable by the lessee;
	 	5.12.4	where
    the property is a retail shop, rent concessions and other benefits that are frequently or generally offered to prospective lessees
    of unoccupied retail shops; and
	 	5.12.5	the
    value of goodwill created by the lessee’s occupation and the value of lessee’s fixtures and fittings are to be ignored.


 




    	 



     


    

 



ANNEXURE
B


PAGE
 5 OF 13 PAGES



 


	 	5.13	The
    lessor or the lessee can inform the other in writing at least 60 days before the rent review date of the rent that the lessor or
    lessee thinks will be the current market rent at the review date.
	 	 	 
	 	5.14	If
    the lessor and the lessee agree on a new rent then that rent will be the new rent beginning on the rent review date and the lessor
    and the lessee must sign a statement saying so.
	 	 	 
	 	5.15	If
    the lessor and the lessee do not agree on the amount of the new rent 30 days before the rent review date, the current market rent
    will be decided by a valuer appointed under clause 5.16.
	 	 	 
	 	5.16	 


 


	 	5.16.1	Unless
    5.16.2 applies the lessor and the lessee can either agree upon a valuer or can ask the President of the Law Society of New South
    Wales to nominate a person who is a licensed valuer to decide the current market rent.
	 	5.16.2	Where
    the property is a retail shop, the valuer appointed must be a specialist retail valuer.


 


	 	5.17	The
    valuer will act as an expert not an arbitrator. The lessor and the lessee can each make submissions in writing to the valuer within
    14 days after they receive notice of the valuer’s appointment but not later unless the valuer agrees.
	 	 	 
	 	5.18	The
    valuer’s decision is final and binding. The valuer must state how the decision was reached.
	 	 	 
	 	5.19	If
    the valuer –


 


	 	5.19.1	does
    not accept the nomination to act; or
	 	5.19.2	does
    not decide the current market rent within 1 month after accepting the nomination; or
	 	5.19.3	becomes
    incapacitated or dies; or
	 	5.19.4	resigns,


 


then
another valuer is to be appointed in the same way.


 


	 	5.20	The
    lessor and lessee must each pay half the valuer’s costs.
	 	 	 
	 	5.21	If
    the lessor and lessee do not agree upon a valuer and neither asks for a valuer to be nominated before –


 


	 	5.21.1	the
    next rent review date passes; or
	 	5.21.2	this
    lease ends without the lessee renewing it; or
	 	5.21.3	this
    lease is transferred after the rent review date with the lessor’s consent; or
	 	5.21.4	the
    property is transferred after the rent review date


 


then
the rent will not change on that rent review date.


 


	CLAUSE
    6	 	USE


 


How
must the property be used?


 


	 	6.1	The
    lessee must –


 


	 	6.1.1	use
    the property for the purpose stated in item 17 in the schedule and not for any other purpose;
	 	6.1.2	open
    for business at times usual for a business of the kind conducted by the lessee;
	 	6.1.3	keep
    the property clean and dispose of waste properly; and
	 	6.1.4	comply
    with all laws relating to strata schemes and all other laws regulating how the property is used, obtain any consents or licences
    needed, comply with any conditions of consent, and keep current any licences or registrations needed for the use of the property
    or for the conduct of the lessee’s business there.
	 	6.1.7	where
    the property is a lot in a strata scheme:


 


	 	6.1.7.1	use
    the lessor’s common property only in connection with the use of the property;
	 	6.1.7.2	co-operate
    with all other permitted users of the common property;
	 	6.1.7.3	comply
    with so many of the provisions of the Strata Schemes Management Act 1996 and the Strata Schemes (Freehold Development)
    Act 1973 and the by-laws and all lawful orders, motions and directives under these Acts as may be applicable to the exercise
    of the lessee’s rights and obligations under this lease.


 




    	 



     


    


 


ANNEXURE
B


PAGE
 6 OF 13 PAGES


 



	 	6.2	 	The
    lessor can consent to a change of use and cannot withhold consent unreasonably.
	 	 	 	 
	 	6.3	 	The
    lessee must not –


 


	 	6.3.1	do
    anything that might invalidate any insurance policy covering the property or that might increase the premium unless the lessor consents
    in which case the lessee must pay the increased premium; or
	 	6.3.2	use
    the property as a residence or for any activity that is dangerous, offensive, noxious, illegal or immoral or that is or may become
    a nuisance or annoyance to the lessor or to the owner or occupier of any neighbouring property; or
	 	6.3.3	hold
    any auction, bankrupt or fire sale in the property; or
	 	6.3.4	display
    signs or adve1tisements on the outside of the property, or that can be seen from the outside, unless the lessor consents (but the
    lessor cannot withhold consent unreasonably); or
	 	6.3.5	overload
    the floors or walls of the property; or
	 	6.3.6	without
    the prior written consent of the lessor and/or the owners corporation, use the common property for any purpose other than for access
    to and egress from the property.


 


	CLAUSE
    7	 	CONDITION
    AND REPAIRS


 


Who
is to repair the property?


 


	 	7.1	 	The
    lessor must -


 


	 	7.1.1	maintain
    in a state of good condition and serviceable repair the roof, the ceiling, the external walls and external doors and associated door
    jambs, and the floors of the property and must fix structural defects;
	 	7.1.2	maintain
    the property in a structurally sound condition; and
	 	7.1.3	maintain
    essential services.


 


	 	7.2	 	The
    lessee must otherwise maintain the prope1ty in its condition at the commencement date and promptly do repairs needed to keep it in
    that condition but the lessee does not have to -


 


	 	7.2.1	alter
    or improve the property; or
	 	7.2.2	fix
    structural defects; or
	 	7.2.3	repair
    fair wear and tear.


 


	 	7.3	 	The
    lessee must also -


 


	 	7.3.1	reimburse
    the lessor for the cost of fixing structural damage caused by the lessee, apart from fair wear and tear;
	 	7.3.2	maintain
    and decorate the shop front if the property has one;
	 	7.3.3	decorate
    the inside of the property in the last 3 months of the lease period (however it ends) - ‘decorate’ here means restoring
    the surfaces of the property in a style and to a standard of finish originally used e.g. by repainting;
	 	7.3.4	where
    the property is a lot in a strata scheme:


 


	 	7.3.4.1	meet
    the cost of all damage to the common property occasioned by the lessee or any invitee or licensee of the lessee; and
	 	7.3.4.2	permit
    the owners corporation, temporarily, to close any part of the common property for the purpose of making and effecting repairs to
    it.


 


	 	7.4	 	If
    an authority requires work to be done on the property and it is structural work or work needed to make the property safe to use then
    the lessor must do the work unless it is required only because of the way the lessee uses the property. But if it is any other work
    or is required only because of the way the lessee uses the property then the lessee must do the work.
	 	 	 	 
	 	7.5	 	If
    the lessee fails to do any work that the lessee must do the lessor can give the lessee a notice in writing stating what the lessee
    has failed to do. After the notice is given the lessee must -


 


	 	7.5.1	do
    the work immediately if there is an emergency; and
	 	7.5.2	do
    the work promptly and diligently in any other case.


 


If
the lessee does not do the work, the lessor can do it and the lessee must reimburse the lessor for the cost of the work.


 




    	 



     


    

 



ANNEXURE
B


PAGE
 7 OF 13 PAGES


 



	 	7.6	 	The
    lessee must not make any structural alterations to the property. Any other alterations require the lessor’s consent in writing
    (but the lessor cannot withhold consent unreasonably).


 


	CLAUSE
    8	 	INSURANCE
    AND DAMAGE


 


What
insurances must the lessee take out?


 


	 	8.1	 	The
    lessee must keep current an insurance policy covering -


 


	 	8.1.1	liability
    to the public in an amount not less than the amount stated in item 18 in the schedule (for each accident or event); and
	 	8.1.2	damage
    or destruction from any cause to all plate glass in the windows and other portions of the property


 


and
must produce to the lessor, upon request, the policy and the receipt for the last premium.


 


What
happens if the property is damaged?


 


	 	8.2	 	If
    the property or the building of which it is part is damaged (a term which includes destroyed)-


 


	 	8.2.1	the
    lessee is not liable to pay rent, or any amount payable to the lessor in respect of outgoings and other charges, that is attributable
    to any period during which the property cannot be used under this lease or is inaccessible due to that damage;
	 	8.2.2	if
    the property is still useable under this lease but its useability is diminished due to the damage, the lessee’s liability for
    rent and any amount in respect of outgoings attributable to any period during which useability is diminished is reduced in proportion
    to the reduction in useability caused by the damage;
	 	8.2.3	if
    the lessor notifies the lessee in writing that the lessor considers that the damage is such as to make its repair impracticable or
    undesirable, the lessor or the lessee can terminate this lease by giving not less than 7 days notice in writing of termination to
    the other and no compensation is payable in respect of that termination;
	 	8.2.4	if
    the lessor fails to repair the damage within a reasonable time after the lessee requests the lessor to do so the lessee can terminate
    this lease by giving not less than 7 days notice in writing of termination to the lessor; and
	 	8.2.5	nothing
    in clause 8.2 affects any right of the lessor to recover damages from the lessee in respect of any damage or destruction to which
    the clause applies.


 


	CLAUSE
    9	 	ACCESS


 


What
are the lessor’s rights of access to the property?


 


	 	9.1	 	The
    lessee must give the lessor (or anyone authorised in writing by the lessor) access to the property at any reasonable time for the
    purpose of -


 


	 	9.1.1	inspecting
    the condition of the property, or how it is being used; or
	 	9.1.2	doing
    anything that the lessor can or must do under this lease or must do by law; or
	 	9.1.3	viewing
    the property as a valuer, prospective buyer or mortgagee; or
	 	9.1.4	fixing
    a notice in a reasonable position on the outside of the property saying that it is for sale; or
	 	9.1.5	viewing
    the property as a prospective lessee not earlier than 6 months before the lease period ends; or
	 	9.1.6	fixing
    a notice not earlier than 6 months before the lease period ends in a reasonable position on the outside of the property saying that
    it is to let; or
	 	9.1.7	inspecting,
    cleaning or repairing another property or any services to another property.


 


	 	9.2	 	The
    lessor must give the lessee at least 2 days written notice for access (except in an emergency). The day of the giving of the notice
    and any Saturday, Sunday or public holiday on which the property is not open for business are not counted.
	 	9.3	 	The
    lessor must promptly make good any damage caused to the property and to any of the lessee’s belongings which results from exercising
    these rights.
	 	9.4	 	The
    lessee must give to the lessor a copy of any notice relating to the property or relating to any neighbouring property immediately
    after receiving the notice.


 




    	 



     


    

 



ANNEXURE
B


PAGE
 8 OF 13 PAGES



 


	CLAUSE
    10	 	TRANSFER
    AND SUB-LEASE


 


Can
this lease be transferred or the property shared or sub-let?


 


	 	10.1	 	The
    lessee must not transfer this lease without consent.
	 	 	 	 
	 	10.2	 	The
    lessor can withhold consent only if -


 


	 	10.2.1	the
    proposed transferee proposes to change the use to which the property is put; or
	 	10.2.2	where
    the property is a retail shop, the proposed transferee has financial resources or retailing skills inferior to those of the proposed
    transferor and otherwise the proposed transferee has financial resources or business experience inferior to those of the proposed
    transferor; or
	 	10.2.3	the
    lessee has not complied with clause 10.3 and, where the property is a retail shop, clause 10.4.


 


	 	10.3	 	A
    request for the lessor’s consent to a transfer of lease must be made in writing and the lessee must provide the lessor with
    such information as the lessor may reasonably require concerning the financial standing and business experience of the proposed transferee.
	 	 	 	 
	 	10.4	 	Where
    the property is a retail shop, before requesting the consent of the lessor to a proposed transfer of this lease, the lessee must
    furnish the proposed transferee with a copy of any disclosure statement given to the lessee in respect of this lease, together with
    details of any changes that have occurred in respect of the information contained in the disclosure statement (being changes of which
    the lessee was aware or could reasonably be expected to be aware). For the purpose of enabling the lessee to comply with this obligation,
    the lessee can request the lessor to provide the lessee with a copy of the disclosure statement concerned and, if the lessor is unable
    or unwilling to comply with such a request within 14 days after it is made, this clause 10.4 does not apply.
	 	 	 	 
	 	10.5	 	Where
    the lessee has complied with clause 10.3 and where required to do so clause 10.4, and the lessor has not within 42 days or where
    the Retail Leases Act 1994 applies 28 days after the request was made or the lessee has complied with paragraphs 41(a) and
    41(b) of that Act, whichever is the later, given notice in writing to the lessee either consenting or withholding consent the lessor
    is taken to have consented.
	 	 	 	 
	 	10.6	 	The
    lessee has to pay in connection with any consent the lessor’s reasonable legal costs, the reasonable costs of obtaining any
    mortgagee’s consent, the stamp duty and the registration fee for the transfer.
	 	 	 	 
	 	10.7	 	Where
    the property is a retail shop, the lessee can sublet, grant a license or concession, share or part with the possession of the whole
    or any part of the property or mortgage or otherwise charge or encumber the lessee’s estate or interest in this lease only
    with the written consent of the lessor which can be refused in the lessor’s absolute discretion. Otherwise, the lessee cannot
    do any of these things.


 


	CLAUSE
    11	 	LESSOR’S
    OTHER OBLIGATIONS


 


What
are the lessor’s other obligations?


 


	 	11.1	 	So
    long as the lessee does all the things that must be done by the lessee under this lease the lessor must allow the lessee to possess
    and use the property in any way permitted under this lease without interference from the lessor, or any person claiming under the
    lessor or having superior title to the title of the lessor.
	 	 	 	 
	 	11.2	 	The
    lessor must pay all outgoings for the land or the building of which the property is part when they fall due.
	 	 	 	 
	 	11.3	 	If
    the property is part of a building owned or controlled by the lessor –


 


	 	11.3.
    l	the
    lessor must maintain in reasonable structural condition all parts of the building that the lessee can use under this lease; and
	 	11.3.2	if
    the property has facilities and service connections shared in common with other persons the lessor must-


 


	 	11.3.2.1	allow
    reasonable use of the facilities and service connections including -





	 	■	the
    right for the lessee and other persons to come and go to and from the property over the areas provided for access;
	 	■	access
    by the lessee to service connections; and
	 	■	the
    right for the lessee’s customers to park vehicles in any area set aside for customer parking, subject to any reasonable rules
    made by the lessor.





	 	11.3.2.2	maintain
    the facilities and service connections in reasonable condition.


 


	 	11.4	 	Where
    registration is necessary for the validity of this lease, the lessor must ensure that this lease is registered.
	 	 	 	 
	 	11.5	 	If
    a consent is needed for this lease, from someone such as a mortgagee or head lessor of the property, then the lessor must get the
    consent.


 




    	 



     


    

 



ANNEXURE
B


PAGE
 9 OF 13 PAGES



 


	CLAUSE
    12	 	FORFEITURE
    AND END OF LEASE


 


When
does this lease end?


 


	 	12.1	 	This
    lease ends -


 


	 	12.1.1	on
    the date stated in item 3 in the schedule; or
	 	12.1.2	if
    the lessor lawfully enters and takes possession of any part of the property; or
	 	12.1.3	if
    the lessor lawfully demands possession of the property.


 


	 	12.2	 	The
    lessor can enter and take possession of the property or demand possession of the property if-


 


	 	12.2.1	the
    lessee has repudiated this lease; or
	 	12.2.2	rent
    or any other money due under this lease is 14 days overdue for payment; or
	 	12.2.3	the
    lessee has failed to comply with a lessor’s notice under section 129 of the Conveyancing Act 1919; or
	 	12.2.4	the
    lessee has not complied with any term of this lease where a lessor’s notice is not required under section 129 of the Conveyancing
    Act 1919 and the lessor has given at least 14 days written notice of the lessor’s intention to end this lease.


 


	 	12.3	 	When
    this lease ends, unless the lessee becomes a lessee of the property under a new lease the lessee must-


 


	 	12.3.1	return
    the property to the lessor in the state and condition that this lease requires the lessee to keep it in; and
	 	12.3.2	have
    removed any goods and anything that the lessee fixed to the property and have made good any damage caused by the removal.


 


Anything
not removed becomes the property of the lessor who can keep it or remove and dispose of it and charge to the lessee the cost of
removal making good and disposal.


 


	 	12.4	 	If
    the lessor allows the lessee to continue to occupy the property after the end of the lease period (other than under a new lease)
    then -


 


	 	12.4.1	the
    lessee becomes a monthly lessee and must go on paying the same rent and other money in the same way that the lessee had to do under
    this lease just before the lease period ended (apportioned and payable monthly);
	 	12.4.2	the
    monthly tenancy will be on the same terms as this lease, except for -





	 	■	clause
    4;
	 	■	clauses
    5.4 to 5.21 inclusive; and
	 	■	clause
    6.2 unless consent has previously been given;





	 	12.4.3	either
    the lessor or the lessee can end the monthly tenancy by giving, at any time, one month’s written notice to the other expiring
    on any date; and
	 	12.4.4	anything
    that the lessee must do by the end of this lease must be done by the end of the monthly tenancy.


 


	 	12.5	 	Essential
    terms of this lease include -


 


	 	12.5.1	the
    obligation to pay rent not later than 14 days after the due date for payment of each periodic instalment (and this obligation stays
    essential even if the lessor, from time to time, accepted late payment);
	 	12.5.2	the
    obligations of the lessee in clause 5.1.2 (dealing with outgoings);
	 	12.5.3	the
    obligations of the lessee in clause 6.1 (dealing with use);
	 	12.5.4	the
    obligations of the lessee in clause 7 (dealing with repairs);
	 	12.5.5	the
    obligations of the lessee in clause 10 (dealing with transfer and sub-lease); and
	 	12.5.6	the
    obligations of the lessee in clause 15 (dealing with GST).


 




    	 



     


    

 



ANNEXURE
B


PAGE
 10 OF 13 PAGES



 


	 	12.6	 	If
    there is a breach of an essential term the lessor can recover damages for losses over the entire period of this lease but must do
    every reasonable thing to mitigate those losses and try to lease the property to another lessee on reasonable terms.
	 	 	 	 
	 	12.7	 	The
    lessor can recover damages even if-


 


	 	12.7.1	the
    lessor accepts the lessee’s repudiation of this lease; or
	 	12.7.2	the
    lessor ends this lease by entering and taking possession of any part of the property or by demanding possession of the property;
    or
	 	12.7.3	the
    lessee abandons possession of the property; or
	 	12.7.4	a
    surrender of this lease occurs.


 


	CLAUSE
    13	 	GUARANTEE


 


What
are the obligations of a guarantor?


 


	 	13.1	 	This
    clause applies if a guarantor of the lessee is named in item 10A in the schedule and has signed or executed this lease or, if this
    lease is a renewal of an earlier lease, the earlier lease.
	 	 	 	 
	 	13.2	 	The
    guarantor guarantees to the lessor the performance by the lessee of all the lessee’s obligations (including any obligation
    to pay rent, outgoings or damages) under this lease, under every extension of it or under any renewal of it or under any tenancy
    and including obligations that are later changed or created.
	 	 	 	 
	 	13.3	 	If
    the lessee does not pay any money due under this lease, under any extension of it or under any renewal of it or under any tenancy
    the guarantor must pay that money to the lessor on demand even if the lessor has not tried to recover payment from the
    lessee.
	 	 	 	 
	 	13.4	 	If
    the lessee does not perform any of the lessee’s obligations under this lease, under any extension of it or under any renewal
    of it or under any tenancy the guarantor must compensate the lessor even if the lessor has not tried to recover compensation from
    the lessee.
	 	 	 	 
	 	13.5	 	If
    the lessee is insolvent and this lease or any extension or renewal of it is disclaimed the guarantor is liable to the lessor for
    any damage suffered by the lessor because of the disclaimer. The lessor can recover damages for losses over the entire period of
    this lease or any extension or renewal but must do every reasonable thing to mitigate those losses and try to lease the property
    to another lessee on reasonable terms.
	 	 	 	 
	 	13.6	 	Even
    if the lessor gives the lessee extra time to comply with an obligation under this lease, under any extension of it or under any renewal
    of it or under any tenancy, or does not insist on strict compliance with the terms of this lease or any extension of it or renewal
    of it or of any tenancy, the guarantor’s obligations are not affected.
	 	 	 	 
	 	13.7	 	If
    an amount is stated in item 10B in the schedule the guarantor’s liability under this clause is limited to that amount.
	 	 	 	 
	 	13.8	 	The
    terms of this guarantee apply even if this lease is not registered, even if any obligation of the lessee is only an equitable one,
    and even if this lease is extended by legislation.


 


	CLAUSE
    14	 	EXCLUSIONS,
    NOTICES AND SPECIAL CLAUSES


 


	 	14.1	 	No
    covenant or power is implied in this lease by section 84 or 85 of the Conveyancing Act 1919.
	 	 	 	 
	 	14.2	 	A
    document under or relating to this lease is -


 


	 	14.2.1	served
    if it is served in any manner provided in section 170 of the Conveyancing Act 1919; and
	 	14.2.2	served
    on the lessee if it is left at the property.


 


	 	14.3	 	This
    lease is subject to any legislation that cannot be excluded.
	 	 	 	 
	 	14.4	 	In
    this lease, ‘retail shop’ means premises to which the Retail Leases Act 1994 applies.
	 	 	 	 
	 	14.5	 	In
    this lease ‘Director General’ has the same meaning as in the Retail Leases Act 1994.


 




    	 



     


    

 


Annexure B





PAGE 11 of
13 pages


 


	


CLAUSE
15


	 	GOODS
  AND SERVICES TAX









 





	 	 	Unless
    item 13B in the schedule has been completed in a way that indicates that this clause is not to apply:



 














	15.1		As
                                            consideration in whole or in part for a taxable supply the person receiving the supply must
                                            pay to the party making the supply an additional amount equal to the amount of GST payable
                                            on the supply.
	 	 	 
	15.2		To
                                            the extent that the lessee is required to reimburse the lessor in whole or in part for outgoings
                                            incurred by the lessor, for the purposes of this lease the amount of the outgoings must be
                                            reduced by the amount of any credit or refund of GST to which the lessor is entitled as a
                                            result of incurring outgoings.
	 	 	 
	15.3		Outgoings in item 14B in the schedule are to be calculated after deducting any input tax credit to which the lessor is
                                                                                                                                                                                                                                                 entitled.
	 	 	 
	15.4		For
                                            the purposes of this lease GST means a tax in the nature of a supply of goods and services
                                            tax levied or imposed by the Commonwealth of Australia.
	 	 	 
	CLAUSE
16	 	BANK
                                            GUARANTEE
	 	 	 
	16.1	 	If
                                            a number of months appears in item 19 in the schedule, clauses 16.2 to 16.5 apply.
	 	 	 
	16.2	 	On
                                            or before the commencement date of this lease the lessee will deliver to the lessor a guarantee
                                            by a bank trading in the State of New South Wales in the form of an unconditional and irrevocable
                                            undertaking to pay drawn in favour of the lessor (unlimited as to time) in a form acceptable
                                            to the lessor and for an amount equivalent to the number of months referred to in item 19
                                            in the schedule.




	 	 	 
	16.3	 	


The
lessor is entitled to claim under the guarantee an amount equal to any moneys due but unpaid by the lessee to the lessor under this lease.



	 	 	 
	16.4	 	The
                                            lessee agrees to vary the amount of the guarantee immediately upon each rent review so that
                                            the amount at all times represents the equivalent of the number of months referred to in
                                            the schedule.
	 	 	 
	16.5
	 	The
                                            lessor will deliver the guarantee (or so much of it as is then held by the lessor) to the
                                            lessee on the last of:



 





	 	 	16.5.1	 	the
  terminating date of this lease;
	 	 	16.5.2	 	 the
  expiry date of any holding over under this lease; and
	 	 	16.5.3	 	the
  date that the lessee has no further obligations under this lease or at law.















 


	CLAUSE
    17	 	SECURITY
    DEPOSIT
	 	 	 
	17.1	 	If
    an amount or a number of months appears in item 20 in the schedule, clauses 17.2 to 17.6 apply.
	 	 	 
	17.2	 	











On
or before the commencement date of this lease the lessee will deliver the security deposit to the lessor.



	 	 	 
	17.3	 	The
    lessor is entitled to deduct from the security deposit an amount equal to any monies due but unpaid by the lessee to the lessor under
    this lease.
	 	 	 
	17.4	 	


Where
the property is a retail shop, the security deposit will be held in accordance with Section 16C of the Retail Leases Act 1994.
The lessee will not make an application to the Director General seeking the return of the security deposit (or so much of it as is then
held by the Director General) until the later of:









 





	 	 	17.4.1	 	the
    terminating date of this lease;
	 	 	17.4.2	 	the
    expiry date of any holding over under this lease; and
	 	 	17.4.3	 	the
    date that the lessee has no further obligations under this lease or at law.















 






	17.5	 	Where
                                            the property is other than a retail shop the security deposit (or so much of it as is then
                                            held by the lessor) will be returned to the lessee on the later of the dates as specified
                                            in clause 17.4.
	 	 	 
	17.6	 	The
                                            lessee agrees to vary the amount of the security deposit immediately upon each rent review
                                            so that it represents the equivalent of the number of months referred to in the schedule.
	 	 	 
	CLAUSE
18	 	STRATA
                                            CONVERSION
	 	 	 
	18.1		“Owners
                                            corporation”, “owner”, “strata scheme”, “lot” and “parcel”
                                            where used in this lease have the meanings given under the Strata Schemes Management Act
                                            1996 and the Strata Schemes (Freehold Development) Act 1973.



 



    	 



     


    

 



Annexure B





PAGE 12 of
13 pages



 


	18.2	 	“Strata
    Acts” means the Strata Schemes Management Act 1996 and the Strata Schemes (Freehold Development) Act 1973, and
    includes any amending Acts, rules, regulations, ordinances, by-laws, statutory instruments, orders or notices now or hereafter made
    under those Acts.
	 	 	 
	18.3	 	“Strata
    conversion” means a subdivision of the property under the Strata Schemes (Freehold Development) Act 1973 or the Community
    Land Development Act 1989 or the Community Land Management Act 1989 or other legislation permitting such subdivision.
	 	 	 
	18.4	 	Strata
    Titles


 


	 	18.4.1	Lessee
    consents to registration of strata plan


 


	 	18.4.1.1	By
    its entry into this lease the lessee acknowledges that the lessor can register a strata plan, a strata schemes plan, a strata plan
    of subdivision, a strata plan of consolidation or a building alteration plan insofar as any of these may relate to the property,
    the Building or the land. The lessor will provide the lessee with copies of the proposed strata plan and associated documentation
    for the lessee’s approval, which will not be unreasonably withheld.
	 	 	 
	 	18.4.1.2	Provided
    the lessee consents to the strata conversion as per clause 18.4.1.1 then within 7 days of written request by the lessor the lessee
    will sign and return to the lessor any consents or other documents necessary to enable the lessor to carry out the strata conversion
    and will make no objection or claim for compensation in relation to the strata conversion.


 


	 	18.4.2	Compliance
    with the Strata Acts and by-laws:


 


	 	18.4.2.1	(Covenant):
    The lessee and any and all persons acting by, through or under it or with its authority express or implied shall comply with
    so many of the provisions of the Strata Acts and the by-laws and all lawful orders, motions and directives under the Strata Acts
    as may be applicable to the exercise of the lessee’s rights and obligations under the provisions elsewhere contained in this
    lease.
	 	 	 
	 	18.4.2.2	Not
    to prejudice interests of owners corporation. Without the prior written consent of the owners corporation, the lessee shall not
    do any act, matter or thing under the exercise of its rights and obligations elsewhere contained in this lease or permit or allow
    any act, matter or thing to be done which shall or may:


 


	 	■	increase
    the rate of premium payable by the owners corporation under any policy of insurance taken out by the owners corporation; or
	 	 	 
	 	■	invalidate,
    avoid or suspend the operation of any such policy of insurance or otherwise prejudice the owners corporation rights under any such
    policy.


 


	 	18.4.2.3	Upon
    the occurrence of any of the matters previously referred to the lessee shall:


 


	 	■	pay
    to the lessor or such other person responsible for payment any amounts payable to the owners corporation as a consequence of any
    such matters;
	 	 	 
	 	■	pay
    to the lessor for and on behalf of the owners corporation any amounts payable by the owners corporation as a consequence of any such
    matters and not the subject of clause 18.4.2.2; and
	 	 	 
	 	■	pay
    to the lessor for and on behalf of the owners corporation the amount of any and all losses and damages arising from the occurrence
    of any such matters.


 


	 	18.4.2.4	(Indemnity):
    The lessee shall indemnify the lessor for any loss or damage suffered by the lessor if the lessee or the lessee’s employees
    fail to comply with the obligations as to conduct imposed upon the lessee or the lessee’s employees by this lease or by reason
    of the Strata Acts.


 


	 	18.4.3	If
    the strata conversion occurs:


 


	 	18.4.3.1	any
    reference in this lease will be deemed to be a reference to the buildings comprised in the registered plan or plans of which the
    property forms part;
	 	 	 
	 	18.4.3.2	any
    levies or other monies payable to the owners corporation will be payable by the lessee with the exception of any contribution to
    a sinking fund or special levy; and
	 	 	 
	 	18.4.3.3	this
    lease will be deemed to be amended in any respect that is necessary to ensure that this lease reflects that the strata conversion
    has been carried out.


 






    	 



     


    

 



Annexure B





PAGE 13 of
13 pages



 







IMPORTANT
NOTES


 


The
following notes are for guidance and do not form part of this lease.


 


If
you are a lessor, a solicitor will prepare this lease for you.


 


If
you are a lessee, a solicitor can advise you about it.


 


	1.	This document creates legal rights and legal obligations.
	 	 
	2.	Failure to register a lease can have serious consequences.
	 	 
	3.	If an option for renewal is not exercised at the right
    time it will be lost.
	 	 
	4.	The lessee can exercise an
    option for renewal even if there has been a breach of this lease in a case where section 133E of the Conveyancing Act 1919 applies.
    The lessor must give a prescribed notice within 14 days after the option is exercised if the lessor wants to rely on the breach to
    prevent the exercise of the option.
	 	 
	5.	The
    Law Society of New South Wales is not to be responsible for any loss resulting from the use of this lease as printed whether
    authorised or not.








 


	 	 	 
	 	 	 
	` 	 	 
	 	 	 
	I certify that this and the preceding twelve pages are in exactly the same wording as Annexure B of the copyright Law Society Lease.	 


 


	 	 
	 	Solicitor for
    the lessor