**Exhibit 4(B).1**

 

 

Dated 31 August 2012

 

**Crude Pty Ltd**

ACN 124 327 920 (Landlord)

 

**Genetic Technologies Limited**

ACN 009 212 328 (Tenant)

 

**Lease**

 

**60-66 and Part 68-70 Hanover Street, Fitzroy**

 
| ©   Holding Redlich 2012 | **Contact**Melbourne   Kathy Roberts   12 50 0737   M4144674 |
|-------------------------------|--------------------------------------------------------------|

 

Melbourne . Sydney . Brisbane

www.holdingredlich.com

 

----

 

 
| 3   September 2012

 

Ms   Alison Mew

Chief   Operating Officer

Genetic   Technologies Limited

60-66   Hanover Street

**FITZROY VIC 3065** | Contact

Direct   Line

Email

Partner

Our   Ref | Kathy Roberts

(03) 9321 9703 kathy.roberts@holdingredlich.com.au

Margot Sharpe

KAR:LD:12500737 |
|------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------|---------------------------------------------------------------------------------------------------|
|                                                                                                                                                 |                                              |                                                                                              |
|                                                                                                                                                 | **By courier**                                    |                                                                                              |

 

Dear Ms Mew

 

**Lease: Crude Pty Ltd to Genetic Technologies Limited Premises: 60-66 and Part 68-70 Hanover Street, Fitzroy**

 

Further to previous correspondence we enclose for the Tenant’s safekeeping executed Lease dated 31 August 2012.

 

Please acknowledge receipt of the document by signing and returning to us the attached copy of this letter.

 
| Yours   sincerely                    |       |
|--------------------------------------|------------|
|                                 |       |
| /s/   [ILLEGIBLE]                    |       |
| **HOLDING   REDLICH**                | ** ** |
|                                 |       |
| Enclosures:   1                      |       |
|                                 |       |
| Copy   to: R Nguyen, DeGroup Pty Ltd |       |

 

Melbourne . Sydney . Brisbane

 

Level 8 555 Bourke Street Melbourne Vic 3000 DX 422 Melbourne GPO Box 2154 Melbourne Vic 3001 T +61 3 9321 9999 www.holdingredlich.com

[ILLEGIBLE]

 

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**TABLE OF CONTENTS**

 
| **1**      | **DEFINITIONS**              | **1**                                                      |
|------------|------------------------------|------------------------------------------------------------|
|       |                         |                                                       |
| **2**      | **DISCLOSURE STATEMENT**     | **2**                                                      |
|       |                         |                                                       |
| **3**      | **LANDLORD’S WORKS**    | **2**                                                      |
|       |                         |                                                       |
| **4**      | **TENANT’S WORKS**      | **2**                                                      |
|       |                         |                                                       |
| **5**      | **TERM**                     | **2**                                                      |
|       |                         |                                                       |
| **6**      | **RENEWAL**                  | **3**                                                      |
| ** ** |                         |                                                       |
| ** ** | 6.1                          | Option   to renew this Lease                               | 3 |
| ** ** | 6.2                          | Changes   to this Lease on renewal                         | 3 |
| ** ** | 6.3                          | If   Tenant is in breach of this Lease                     | 3 |
| ** ** | ** **                   | ** **                                                 |
| **7**      | **MONTHLY TENANCY**          | **3**                                                      |
| ** ** | ** **                   | ** **                                                 | ** ** |
| **8**      | **PAYMENTS**                 | **4**                                                      |
| ** ** |                         |                                                       |
| ** ** | 8.1                          | What   the Tenant must pay the Landlord                    | 4 |
| ** ** | 8.2                          | The   Landlord may charge interest if payments are late    | 4 |
| ** ** | 8.3                          | Adjustments                                                | 4 |
| ** ** | 8.4                          | Goods   and Services Tax                                   | 4 |
| ** ** | ** **                   | ** **                                                 |
| **9**      | **THE TENANT MUST PAY RENT** | **4**                                                      |
| ** ** | ** **                   | ** **                                                 |
| **10**     | **MARKET RENT REVIEW**       | **4**                                                      |
|       |                         |                                                       |
|       | 10.1                         | Notice   of increased market rent                          | 4 |
|       | 10.2                         | Disputes                                                   | 5 |
|       | 10.3                         | Review   procedure                                         | 5 |
|       | 10.4                         | New   rent applies from the Market Review Date             | 5 |
|       | 10.5                         | Valuer’s   decision                                   | 5 |
|       | 10.6                         | Valuing   the current market rent                          | 5 |
|       | 10.7                         | The   Valuer’s costs                                  | 6 |
| ** ** | ** **                   | ** **                                                 | ** ** |
| **11**     | **RENT REVIEW**              | **6**                                                      |
|       |                         |                                                       |   |
|       | 11.1                         | Formula   for CPI rent increases                           | 6 |
|       | 11.2                         | Changes   made by the ABS                                  | 6 |
|       | 11.3                         | New   rent applies from CPI Review Date                    | 7 |
| ** ** | ** **                   | ** **                                                 | ** ** |
| **12**     | **OUTGOINGS**                | **7**                                                      |
|       |                         |                                                       |   |
|       | 12.1                         | The   Tenant must pay the Tenant’s share of outgoings | 7 |
|       | 12.2                         | Meaning   of Outgoings                                     | 7 |
|       | 12.3                         | Items   excluded from Outgoings                            | 8 |
|       | 12.4                         | Meaning   of costs                                         | 8 |
|       | 12.5                         | Landlord   to estimate Tenant’s share of Outgoings    | 8 |
|       | 12.6                         | Landlord’s   statement of Outgoings                   | 8 |
|       | 12.7                         | Adjustment                                                 | 9 |

 

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| **13**     | **OTHER AMOUNTS PAYABLE BY THE TENANT**                     | **9**                                                    |
|------------|-------------------------------------------------------------|----------------------------------------------------------|
|       |                                                        |                                                     |   |
|       | 13.1                                                        | Statutory   Charges                                      | 9 |
|       | 13.2                                                        | Services   to the Premises                               | 9 |
|       | 13.3                                                        | Landlord’s   legal and other costs                  | 9 |
| ** ** | ** **                                                  | ** **                                               | ** ** |
| **14**     | **SECURITY DEPOSIT**                                        | **9**                                                    |
| ** ** | ** **                                                  | ** **                                               | ** ** |
| **15**     | **THE TENANT’S OBLIGATIONS GENERALLY**                 | **9**                                                    |
|       |                                                        |                                                     |   |
|       | 15.1                                                        | The   Tenant must obey the law                           | 9 |
|       | 15.2                                                        | Using   this Lease as security                           | 10 |
|       | 15.3                                                        | Caveats                                                  | 10 |
|       | 15.4                                                        | The   Tenant’s behaviour                            | 10 |
|       | 15.5                                                        | Danger   or risk                                         | 10 |
|       | 15.6                                                        | The   Tenant must obey fire regulations                  | 10 |
|       | 15.7                                                        | The   Tenant must pay for damage                         | 10 |
|       | 15.8                                                        | Workplace   health and safety                            | 10 |
| ** ** | ** **                                                  | ** **                                               | ** ** |
| **16**     | **USING THE PREMISES**                                      | **10**                                                   |
| ** ** | ** **                                                  | ** **                                               |
| **17**     | **ASSIGNING OR DEALING WITH THE PREMISES**                  | **11**                                                   |
|       |                                                        |                                                     |   |
|       | 17.1                                                        | Tenant   must not assign without consent                 | 11 |
|       | 17.2                                                        | When   the Landlord will consent to an assignment        | 11 |
|       | 17.3                                                        | Change   in control of the Tenant                        | 12 |
| ** ** | ** **                                                  | ** **                                               | ** ** |
| **18**     | **MAINTAINING THE PREMISES AND THE TENANT’S PROPERTY** | **12**                                                   |
|       |                                                        |                                                     |
|       | 18.1                                                        | Tenant’s   maintenance responsibilities             | 12 |
|       | 18.2                                                        | Structural   repairs                                     | 12 |
| ** ** | ** **                                                  | ** **                                               | ** ** |
| **19**     | **ALTERING THE PREMISES**                                   | **13**                                                   |
| ** ** | ** **                                                  | ** **                                               | ** ** |
| **20**     | **WHEN THIS LEASE ENDS**                                    | **13**                                                   |
| ** ** | ** **                                                  | ** **                                               | ** ** |
| **21**     | **THE LANDLORD’S RIGHTS AND OBLIGATIONS**              | **13**                                                   |
|       |                                                        |                                                     |   |
|       | 21.1                                                        | The   Tenant’s quiet enjoyment                      | 13 |
|       | 21.2                                                        | Roof   and external walls                                | 14 |
|       | 21.3                                                        | Landlord’s   maintenance                            | 14 |
|       | 21.4                                                        | The   Landlord may enter the Premises                    | 14 |
|       | 21.5                                                        | The   Landlord may give the Tenant notice to do work     | 14 |
|       | 21.6                                                        | The   Landlord may do things on the Tenant’s behalf | 14 |
|       | 21.7                                                        | The   Landlord may erect signs                           | 14 |
|       | 21.8                                                        | Subdivision                                              | 14 |
| ** ** | ** **                                                  | ** **                                               | ** ** |
| **22**     | **LANDLORD’S REPAIRS OR BUILDING WORK**                | **15**                                                   |
|       |                                                        |                                                     |   |
|       | 22.1                                                        | The   Landlord may do repairs                            | 15 |
|       | 22.2                                                        | The   Landlord may do building work                      | 15 |
| ** ** | ** **                                                  | ** **                                               | ** ** |
| **23**     | **IF THE PREMISES ARE DAMAGED OR DESTROYED**                | **15**                                                   |
|       |                                                        |                                                     |   |
|       | 23.1                                                        | Tenant   may ask Landlord to rebuild                     | 15 |
|       | 23.2                                                        | When   Tenant or Landlord may end this Lease             | 15 |
|       | 23.3                                                        | Landlord   is not liable to pay compensation             | 15 |
|       | 23.4                                                        | If   insurer is not obliged to pay for reinstatement     | 16 |

 

ii

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| **24**     | **IF PREMISES ARE RESUMED**                          | **16**                                                      |
|------------|------------------------------------------------------|-------------------------------------------------------------|
| ** ** | ** **                                           | ** **                                                  | ** ** |
| **25**     | **RISKS AND INSURANCE**                              | **16**                                                      |
|       |                                                 |                                                        |   |
|       | 25.1                                                 | The   Tenant must have insurance                            | 16 |
| ** ** | ** **                                           | ** **                                                  | ** ** |
| **26**     | **THE TENANT RELEASES AND INDEMNIFIES THE LANDLORD** | **16**                                                      |
|       |                                                 |                                                        |   |
|       | 26.1                                                 | Tenant   occupies the Premises at its own risk              | 16 |
|       | 26.2                                                 | Release                                                     | 17 |
|       | 26.3                                                 | The   Tenant indemnifies the Landlord                       | 17 |
| ** ** | ** **                                           | ** **                                                  | ** ** |
| **27**     | **HOW THE TENANT BREACHES THIS LEASE**               | **17**                                                      |
| ** ** | ** **                                           | ** **                                                  |
| **28**     | **IF THE TENANT BREACHES THIS LEASE**                | **18**                                                      |
|       |                                                 |                                                        |   |
|       | 28.1                                                 | What   the Landlord may do if the Tenant is in breach       | 18 |
|       | 28.2                                                 | Breach   of an essential term                               | 18 |
|       | 28.3                                                 | If   the Tenant vacates the Premises before the Expiry Date | 19 |
| ** ** | ** **                                           | ** **                                                  | ** ** |
| **29**     | **GUARANTEE AND INDEMNITY BY THE GUARANTOR**         | **19**                                                      |
| ** ** | ** **                                           | ** **                                                  |
| **30**     | **NOTICES**                                          | **19**                                                      |
|       |                                                 |                                                        |   |
|       | 30.1                                                 | Notices   to be writing                                     | 19 |
|       | 30.2                                                 | Serving   Notices                                           | 19 |
| ** ** | ** **                                           | ** **                                                  | ** ** |
| **31**     | **LANDLORD’S CONSENT AND APPROVAL**             | **20**                                                      |
| ** ** | ** **                                           | ** **                                                  |
| **32**     | **SPECIAL CONDITIONS**                               | **20**                                                      |
| ** ** | ** **                                           | ** **                                                  |
| **33**     | **GENERAL**                                          | **20**                                                      |
|       |                                                 |                                                        |   |
|       | 33.1                                                 | Individual   and joint liability                            | 20 |
|       | 33.2                                                 | Waiver                                                      | 20 |
|       | 33.3                                                 | Warranties   by the parties                                 | 20 |
|       | 33.4                                                 | Victorian   law applies                                     | 20 |
|       | 33.5                                                 | Severability                                                | 20 |
| ** ** | ** **                                           | ** **                                                  | ** ** |
| **34**     | **INTERPRETATION**                                   | **21**                                                      |
| ** ** | ** **                                           | ** **                                                  |
| **35**     | **TIME FOR DOING ACTS**                              | **21**                                                      |
| ** ** | ** **                                           | ** **                                                  |
| **36**     | **CAR PARKING LICENCE**                              | **21**                                                      |
|       |                                                 |                                                        |   |
|       | 36.1                                                 | Definitions                                                 | 21 |
|       | 36.2                                                 | Licence                                                     | 21 |
|       | 36.3                                                 | Holding   Over                                              | 22 |
|       | 36.4                                                 | Use   of the Car Spaces                                     | 22 |
|       | 36.5                                                 | Assignment   and Sub-Licensing                              | 22 |
|       | 36.6                                                 | Landlord’s   right of entry                            | 22 |
|       | 36.7                                                 | Risk                                                        | 23 |
|       | 36.8                                                 | Release                                                     | 23 |
|       | 36.9                                                 | Indemnity                                                   | 23 |
|       | 36.10                                                | Security   cards                                            | 23 |
|       | 36.11                                                | End   of licence                                            | 23 |
|       | 36.12                                                | Parking   Fee                                               | 24 |

 

iii

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|   | 36.13          | Parking   levy                          | 24     |
|--------|----------------|-----------------------------------------|--------|
|   |           |                                    |   |
| **37** | **DEMOLITION** | **24**                                  |
|   |           |                                    |   |
|   | 37.1           | Landlord   may terminate for demolition | 24     |
|   | 37.2           | Notice   of termination                 | 24     |

 

iv

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**THIS LEASE**is dated 31 August 2012

 

**PARTIES:**

 

**CRUDE PTY LTD**(ACN 006 042 995) of Suite 1 Mezzanine Level, 550 Lonsdale Street, Melbourne in its capacity as trustee of the Trust **(Landlord**which, where relevant, includes the Landlord’s servants and agents and any person authorised by the Landlord)

 

**THE PERSON DESCRIBED IN ITEM 1 (Tenant**which, where relevant includes the Tenant’s employees, agents or any person the Tenant allows on the Premises)

 

**INTRODUCTION:**

 

The Landlord leases the Premises to the Tenant on the terms and conditions set out in this Lease.

 

**IT IS AGREED:**

 

**1****                                        ****DEFINITIONS**

 

In this Lease unless the context clearly indicates otherwise:

 

**Authority**means any government or governmental, semi-governmental, local, administrative or statutory body, department, commission, authority, tribunal or other similar entity;

 

**Car Park**means the car park on the Land;

 

**Common Areas**means the areas of the Complex the Landlord provides for common use and includes the accessways, entrances, stairs, elevators, toilets and the Car Park;

 

**Complex**means the property known as 60-70 Hanover Street, Fitzroy in which the Premises are located, and includes the Land and all improvements on the Land;

 

**Expiry Date**means the date specified in item 9; 

 

**financial year**means 1 July to 30 June;

 

**item**means an item in the schedule;

 

**Land**means the land described in certificates of title volume 4169 folio 613, volume 4330 folio 930, volume 9235 folio 918, volume 9829 folio 140, volume 8077 folio 965 and volume 5346 folio 043;

 

**Landlord**means the Landlord and any other person who will be entitled to possession of the Premises when this Lease ends;

 

**Landlord’s installations**means the equipment, fixtures and fittings set out in item 4 and any other property installed by the Landlord in the Premises;

 

1

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**law**means any act, regulation, by-law, ordinance or rules made by any Parliament; 

 

**Lease**means this Lease and the schedule;

 

**Mechanical Services**means all air conditioning, heating or ventilation equipment and fire protection equipment or systems in the Premises;

 

**Outgoings**is defined in clauses 12.2 and 12.3;

 

**Premises**means that part of the Complex described in item 3 and includes the Landlord’s installations;

 

**schedule**means the schedule forming part of this Lease; 

 

**Start Date**means the date specified in item 7;

 

**Statutory Charges**means all rates, taxes and other duties of every description which are separately assessed, metered or levied by any Authority in respect of the Premises including land tax calculated on the basis that the Complex is the only property owned by the Landlord;

 

**Tenant’s Property**means all property owned or leased by the Tenant which is inside the Premises including all fixtures, fittings, signs, equipment and goods;

 

**Tenant’s share,**unless otherwise stated, means the proportion that the floor area of the Premises bears to the lettable area of the Complex;

 

**Trust**means the Victoria Street Unit Trust; and

 

**Valuer**means a valuer having not less than 5 years experience in valuing premises similar to the Premises.

 

**2****                                        ****DISCLOSURE STATEMENT**

 

Intentionally deleted.

 

**3****                                        ****LANDLORD’S WORKS**

** **

Intentionally deleted.

 

**4****                                        ****TENANT’S WORKS**

** **

Intentionally deleted.

 

**5****                                        ****TERM**

 

This Lease starts on the date stated in item 7. It runs for the term set out in item 8 ending at midnight on the Expiry Date stated in item 9.

 

2

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**6****                                        ****RENEWAL**

 

**6.1****                              ****Option to renew this Lease**

 

If the Tenant tells the Landlord by notice before the date set out in item 14 that the Tenant wishes to renew this Lease the Landlord must grant the Tenant a new lease for the option period set out in item 15 (but see clause 6.3). The new lease must:

 

(a)                                  commence on the day after the Expiry Date;

 

(b)                                 be at the rent set out in item 16; and

 

(c)                                  otherwise be on the same terms and conditions as this Lease except for those changes that can be made by virtue of clause 6.2.

 

**6.2****                              ****Changes to this Lease on renewal**

 

The Landlord:

 

(a)                                  will delete this clause from the new lease if the new lease is for the final option period set out in item 15; or

 

(b)                                 will delete the first option period specified in item 15 from the new lease if there is more than one option period specified in that item; and

 

(c)                                  may vary the new lease to accommodate any change that needs to be made because of any law dealing with or affecting retail tenancies or the rights and interests of landlords and tenants under retail tenancy leases.

 

**6.3****                              ****If Tenant is in breach of this Lease**

 

The Landlord does not have to grant the Tenant the new lease if:

 

(a)                                  at the time the Tenant gives the Landlord the notice the Tenant has not remedied any breach under this Lease (see clause 27) about which the Landlord has given the Tenant notice; or

 

(b)                                 the Tenant has persistently breached this Lease and the Landlord has given the Tenant notice of the breaches.

 

**7****                                        ****MONTHLY TENANCY**

 

If the Tenant occupies the Premises after the Expiry Date with the Landlord’s consent it will do so as a monthly tenant at a rent increased by CPI using the formula set out in clause 11 and otherwise on the same terms as at the Expiry Date of this Lease. The Landlord or the Tenant may end the monthly tenancy on any day by giving at least one month’s notice to the other party.

 

3

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**8****                                        ****PAYMENTS**

 

**8.1****                              ****What the Tenant must pay the Landlord**

 

The Tenant must pay the Landlord the rent, its share of the Outgoings, Statutory Charges and any other money the Tenant must pay the Landlord under this Lease on time and in full without deduction or set-off.

 

**8.2****                              ****The Landlord may charge interest if payments are late**

 

(a)                                  If the Tenant is late in paying rent or any other money to the Landlord, the Landlord may charge interest on that money at a rate equal to 2% above the rate that applies under section 2 of the Penalty Interest Rates Act 1983.

 

(b)                                 The Landlord will calculate the interest on any unpaid money from the day the unpaid money was due until the day it and all interest accrued on it is paid in full.

 

**8.3****                              ****Adjustments**

 

If money payable by the Tenant is calculated using a time period and this Lease starts or ends during that time period, the amount payable must be calculated proportionately and the Landlord must make any necessary proportional adjustment.

 

**8.4****                              ****Goods and Services Tax**

 

If a goods and services tax or similar value added tax **(GST)**is at any time levied or imposed on or in respect of any supply by the Landlord to the Tenant made under or in accordance with this Lease (including but not only the leasing of the Premises), the amount payable for that supply under this Lease will be increased by the amount of the GST so levied or imposed and the Tenant must pay that amount upon provision of a valid tax invoice.

 

**9****                                        ****THE TENANT MUST PAY RENT**

 

The Tenant must pay the rent set out in item 10 to the Landlord in equal monthly instalments in advance and on or before the first day of each month.

 

**10****                                 ****MARKET RENT REVIEW**

 

**10.1****                       ****Notice of increased market rent**

 

(a)                                  If item 10 or item 16 says that the rent for any year is to be the market rent for the Premises, the Landlord must give the Tenant notice of what the Landlord says is the current market rent for the Premises as at the first day of that year **(Market Review Date).**The Landlord must give the Tenant this notice not later than 12 months after the Market Review Date.

 

4

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(b)                                 Until the Landlord gives the Landlord’s notice under clause 10.1, the Tenant must pay the old rent and any adjustment will be calculated from the Market Review Date.

 

**10.2****                       ****Disputes**

 

If the Tenant disputes the rent notified by the Landlord under clause 10.1, the procedure in clause 10.3 must be followed. Each time limit is consecutive. Each time limit in clause 10.3 is of the essence. This means that if a time limit is not kept, the right attached is lost.

 

**10.3****                       ****Review procedure**

 

(a)                                  If the Tenant disputes the rent notified by the Landlord under clause 10.1, the Tenant must give the Landlord notice of that dispute by not later than 28 days after the Landlord gives the Landlord’s notice.

 

(b)                                 The Tenant and the Landlord must negotiate in good faith to try to agree on a new rent within 14 days or if a new base rent is not agreed, on the appointment of a Valuer to decide the new rent.

 

(c)                                  If the Tenant and the Landlord do not agree on the new rent or on the appointment of a Valuer within the time set out in clause10.3(b), either the Tenant or the Landlord may ask the President of the Australian Property Institute Inc – Victorian Division (or the president nominee) to appoint a Valuer to decide the new rent. The Valuer must decide the new rent based on the current market rent.

 

**10.4****                       ****New rent applies from the Market Review Date**

 

The Tenant must pay the new rent from the Market Review Date. Until any dispute is resolved or a right is lost, the Tenant must pay the old rent. Any adjustment will be calculated from the Market Review Date and made when the Tenant’s next monthly payment is due.

 

**10.5****                       ****Valuer’s decision**

 

The Valuer will act as an independent expert and not as an arbitrator. He or she must:

 

(a)                                  give his or her decision in writing;

 

(b)                                 give detailed reasons for his or her decision; and

 

(c)                                  specify the matters to which he or she had regard in making the decision.

 

**10.6****                       ****Valuing the current market rent**

 

In the valuation the current market rent is to be taken as the rent obtainable at the time of the review in a free and open market, between a willing landlord and a willing tenant in an arm’s length transaction, having regard to these matters:

 

5

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(a)                                  the provisions of this Lease;

 

(b)                                 the rent that would reasonably be expected to be paid for the Premises if they were unoccupied and offered for lease for the same, or a substantially similar, use to that set out in item 12;

 

(c)                                  the Landlord’s outgoings to the extent to which the Tenant is liable to contribute to those outgoings.

 

(d)                                 rent concessions and other benefits offered to prospective tenants of unoccupied premises,

 

but the current market rent is not to take account of the value of goodwill created by the Tenant’s occupation or the value of the Tenant’s fixtures and fittings.

 

**10.7****                       ****The Valuer’s costs**

 

The Tenant and the Landlord must share the Valuer’s costs equally.

 

**11****                                 ****RENT REVIEW**

 

**11.1****                       ****Formula for CPI rent increases**

 

If item 10 or item 16 says the rent for any year is to be increased by CPI the rent will be increased on and as at the first day of that year **(CPI Review Date)**to a new rent calculated using the formula:

 
| NMR   = CMR x | A |
|---------------|---|
| B             |

 

where:

 

**NMR****                  **is the new rent

 

**CMR****                  **is the rent payable immediately before the CPI Review Date;

 

**A****                                      **is the level of the CPI at the end of the calendar quarter immediately preceding the CPI Review Date;

 

**B****                                      **is the level of the CPI at the end of the calendar quarter immediately preceding the date which is 12 months before the CPI Review Date; and

** **

**CPI****                          **is the Consumer Price Index Melbourne, All Groups as published quarterly by the Australian Bureau of Statistics **(ABS).**

 

**11.2****                       ****Changes made by the ABS**

 

(a)                                  If the ABS updates the base year of the CPI a conversion will be made to preserve the intended continuity of calculation by using the appropriate arithmetical factor determined by the ABS.

 

6

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(b)                                 If the ABS stops publishing the CPI the Landlord and the Tenant will agree to replace the CPI with any other index which is published to replace the CPI.

 

(c)                                  If the Landlord and the Tenant cannot agree on a replacement index, the Landlord may ask the person who is then president of the Australian Property Institute Inc – Victorian Division (or the president’s nominee) **(President)**to select an index which appropriately reflects increases in the cost of living in Melbourne. The President will make the selection as an expert and not as an arbitrator and the selection will be final and binding on the Landlord and the Tenant who must share the President’s costs equally.

 

**11.3****                       ****New rent applies from CPI Review Date**

 

The Tenant must pay the new rent from the CPI Review Date. If the new rent is not calculated until after the CPI Review Date the Tenant must pay the old rent until the new rent is calculated. Any adjustment will be calculated from the CPI Review Date and made when the Tenant’s next monthly payment is due.

 

**12****                                 ****OUTGOINGS**

 

**12.1****                       ****The Tenant must pay the Tenant’s share of outgoings**

 

The Tenant must pay the Tenant’s share of the Outgoings for the Complex. If an Outgoing is only referable to some of the premises in the Complex, including the Premises, then the Tenant’s share of that outgoing will be the proportion that the lettable area of the Premises bears to the total of lettable areas of the premises in the Complex which receive the benefit of the outgoing.

 

**12.2****                       ****Meaning of Outgoings**

 

Outgoings means all costs the Landlord incurs in relation to the ownership, occupation, use, conduct, management and maintenance of the Complex, including:

 

(a)                                  rates or assessments or other fees payable to an Authority (for example: council rates, water rates, electricity, gas, sewerage);

 

(b)                                 taxes including the Landlord’s land tax and excluding income tax and capital gains tax;

 

(c)                                  premiums for insurance against all risks concerning the Complex or the Landlord’s employees and contractors including insurance against loss of rent and consequential loss;

 

(d)                                 costs the Landlord incurs in the maintenance of and repairs to the Complex;

 

(e)                                  costs of operating, repairing and servicing the Mechanical Services;

 

(f)                                    costs relating to cleaning, pest control, liquid removal, waste removal and fire prevention for the Complex;

 

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(g)                                 costs the Landlord incurs in maintaining the security and control of the Complex;

 

(h)                                 costs relating to the provision of water, gas, electricity, telephone, power and other services to the Complex; and

 

(i)                                     costs of gardening, landscaping and installing, maintaining and cleaning signage and decorative features at the Complex.

 

**12.3****                       ****Items excluded from Outgoings**

 

Outgoings does not include:

 

(a)                                  any costs due solely to any other tenant’s use of its premises;

 

(b)                                 expenditure on capital account or of a capital nature;

 

(c)                                  any costs the Landlord recovers from the Tenant under clause 13.1 or 13.2; or

 

(d)                                 any costs which the Landlord is not permitted by law to recover from the Tenant.

 

**12.4****                       ****Meaning of costs**

 

The term costs when used in clauses 12.2 and 12.3 means all costs, expenses, fees, payments, wages, rates, taxes and other charges whether incurred directly or indirectly or through the engagement of independent contractors.

 

**12.5****                       ****Landlord to estimate Tenant’s share of Outgoings**

 

(a)                                  On or before each 30 June the Landlord may give the Tenant the Landlord’s estimate of the Tenant’s share of the Outgoings for the next financial year.

 

(b)                                 The Tenant must if requested by the Landlord, pay the Landlord the estimated share of the Outgoings in equal monthly instalments, in advance and on or before the first day of each month.

 

**12.6****                       ****Landlord’s statement of Outgoings**

 

(a)                                  On or before each 30 September the Landlord must give the Tenant a written statement that details:

 

(i)                                     all the Landlord’s expenditure on account of the Outgoings to which the Tenant is liable to contribute for the previous financial year; and

 

(ii)                                  the Tenant’s share of these, 

 

accompanied by a report prepared by a registered company auditor.

 

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**12.7****                       ****Adjustment**

 

If the Tenant pays its estimated share of the Outgoings in equal monthly instalments under clause 12.5(b) and the Outgoings are greater than the estimated Outgoings paid, the Tenant must pay the Landlord any difference with the Tenant’s next monthly payment. It if is less, the Landlord must refund the Tenant the difference.

 

**13****                                 ****OTHER AMOUNTS PAYABLE BY THE TENANT**

 

**13.1****                       ****Statutory Charges**

 

The Tenant must pay the Landlord all Statutory Charges for the Premises not later than 7 days after the Landlord gives the Tenant a notice asking for any of them. If any Statutory Charge is not separately assessed on or in respect of the Premises, the Tenant must pay the Tenant’s share of that Statutory Charge.

 

**13.2****                       ****Services to the Premises**

 

The Tenant must pay on time for all services (including electricity, gas, oil, water and telephone services) supplied separately to the Premises.

 

**13.3****                       ****Landlord’s legal and other costs**

 

The Tenant must pay:

 

(a)                                  the Landlord’s reasonable legal and other costs incurred in any dealing under clause 17 (for example: assignment or subletting);

 

(b)                                 any stamp duty on this Lease or any other document arising under this Lease;

 

(c)                                  the Landlord’s reasonable costs of considering any request made by the Tenant for the Landlord’s approval or consent; and

 

(d)                                 the Landlord’s costs incurred if the Tenant is in breach of this Lease.

 

**14****                                 ****SECURITY DEPOSIT**

 

Intentionally omitted.

 

**15****                                 ****THE TENANT’S OBLIGATIONS GENERALLY**

 

**15.1****                       ****The Tenant must obey the law**

 

(a)                                  The Tenant must obey all laws relating to, and the directions of any Authority that requires the Tenant to do, anything concerning the Premises, the Tenant’s use of the Premises or this Lease.

 

(b)                                 The Tenant must give the Landlord copies of any notices or written directions given by any Authority concerning the Premises, the Tenant’s use of the Premises or this Lease.

 

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**15.2****                       ****Using this Lease as security**

 

The Tenant must not use this Lease as security. The Tenant must get the Landlord’s consent before the Tenant uses the Tenant’s Property as security.

 

**15.3****                       ****Caveats**

 

The Tenant must not lodge a caveat against the title to the Land.

 

**15.4****                       ****The Tenant’s behaviour**

 

The Tenant must not do any thing that is or may be dangerous, annoying or offensive to, or that does or may interfere with, adjacent occupiers.

 

**15.5****                       ****Danger or risk**

 

The Tenant must promptly tell the Landlord about any accident to or problem with any of the Mechanical Services or other services, facilities or equipment in the Premises that needs repair, especially if the Tenant is aware, or ought reasonably to be aware, that this may be a danger or risk to the Complex or any person in the Complex.

 

**15.6****                       ****The Tenant must obey fire regulations**

 

The Tenant must not store or use inflammable or explosive substances on the Premises, except as required in the normal course of the Tenant’s business.

 

**15.7****                       ****The Tenant must pay for damage**

 

The Tenant must pay for the cost of repairing any damage the Tenant causes to the Complex.

 

**15.8****                       ****Workplace health and safety**

 

Without limiting any other provision of this lease, the Tenant must comply at all times with all laws applicable to workplace health and safety. The Tenant must ensure that its employees, agents and contractors (and the contractor’s employees agents and contractors) and persons under its control also comply with those laws.

 

**16****                                 ****USING THE PREMISES**

 

(a)                                  The Tenant may only use the Premises for the purposes set out in item 12.

 

(b)                                 The Tenant must operate its business at the Premises in accordance with best practice for a business of that nature.

 

(c)                                  The Tenant must obtain and keep current all licences, consents or permits required for operating its business.

 

(d)                                 The security of the Premises is the Tenant’s responsibility. The Tenant must keep the Premises safe and secure and protect them against theft.

 

10

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(e)                                  The Tenant must get the Landlord’s consent before the Tenant erects any signs or advertisements on or about the Premises.

 

(f)                                    If the Tenant plays music or uses any audio or audio-visual equipment (including television and computer equipment) in the Premises, the Tenant must make sure that the music or noise from that equipment cannot be heard outside the Premises.

 

(g)                                 The Tenant must not have any electronic games, vending machines or similar equipment in the Premises.

 

(h)                                 The Tenant must get the Landlord’s consent before the Tenant uses any services or equipment for cooling, heating, lighting or circulating air in the Premises other than those the Landlord supplies. However this clause does not apply to heating equipment, fans and fume cupboards which are reasonably necessary for the Tenant’s business.

 

(i)                                     The Tenant must store and keep all waste and rubbish in proper receptacles and make sure the rubbish is removed regularly.

 

(j)                                     The Tenant must, at the Tenant’s expense, keep the Premises free from animals, rodents and pests.

 

(k)                                  The Tenant must only use electrical, plumbing or other facilities (for example toilets, sinks, basins or drains) in the Premises for their proper purpose. The Tenant must not deposit any rubbish or foreign material in any of the facilities.

 

(l)                                     The Tenant must not burn any rubbish or any other material on the Complex.

 

(m)                               The Tenant must not conduct any auction, liquidation or fire sale on the Premises.

 

**17****                                 ****ASSIGNING OR DEALING WITH THE PREMISES**

 

**17.1****                       ****Tenant must not assign without consent**

 

The Tenant must not assign, sub-lease, share, mortgage or otherwise deal with this Lease or the Premises without the Landlord’s prior consent (which will not be unreasonably withheld).

 

**17.2****                       ****When the Landlord will consent to an assignment**

 

The Landlord will consent to an assignment of this Lease if the Tenant is not in breach of this Lease and if the Tenant does all of the following:

 

(a)                                  asks in writing for the Landlord’s consent;

 

(b)**                                **gives the Landlord any information the Landlord reasonably requires about the financial resources and business experience of the person who wishes to be assigned this Lease (**new person**);

 

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(c)                                  otherwise proves to the Landlord that the person who wishes to be assigned this Lease is respectable and responsible and has the financial resources or business experience necessary to meet the obligations under this Lease;

 

(d)                                 delivers to the Landlord any personal guarantees, security deposit or any other security the Landlord reasonably requires;

 

(e)                                  signs and has the new Tenant sign a document recording the assignment in a form approved by the Landlord’s lawyers, and which records that the Tenant is not released from the Tenant’s obligations under this Lease; and

 

(f)                                    pays the Landlord’s reasonable costs of making enquiries about the new person as well as the Landlord’s legal fees incurred on the assignment.

 

**17.3****                       ****Change in control of the Tenant**

 

If the Tenant is a corporation (other than a corporation whose shares are listed on any Stock Exchange in Australia) and the Tenant intends to take any action which has or will have the effect that the legal or beneficial ownership or control of more than 50% of the Tenant’s shareholding changes, the Tenant must seek the Landlord’s consent to the change before taking that action as if that change is an assignment of this Lease.

 

**18****                                 ****MAINTAINING THE PREMISES AND THE TENANT’S PROPERTY**

 

**18.1****                       ****Tenant’s maintenance responsibilities**

 

At the Tenant’s cost the Tenant must:

 

(a)                                  keep the Premises clean and tidy;

 

(b)                                 keep the Premises in good condition, except for fair wear and tear and carry out all repairs to the Premises and fix any damage to the Premises;

 

(c)                                  maintain, repair and keep the Tenant’s property in good condition; and

 

(d)                                 keep the gardens and lawns of the Premises (if any) tidy and attractive.

 

**18.2****                       ****Structural repairs**

 

The Tenant is not required to carry out structural repairs or repairs of a capital nature unless the need for them arises from:

 

(a)                                  the Tenant’s negligence;

 

(b)                                 the Tenant’s failure to obey this Lease; or

 

(c)                                  the Tenant’s use of the Premises.

 

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**19****                                 ****ALTERING THE PREMISES**

 

(a)**                                **The Tenant must get the Landlord’s consent before the Tenant alters, installs any equipment in, re-designs the interior of, paints or does any other work in or to the Premises (**Tenant’s Works**).

 

(b)                                 Before the Tenant starts the Tenant’s Works it must submit plans and specifications for that work to the Landlord for the Landlord’s approval.

 

(c)                                  When the Landlord gives that approval and before the Tenant starts the works, the Tenant must get the approval of all relevant Authorities to the fitout plans approved by the Landlord and deliver evidence of that approval to the Landlord.

 

(d)                                 The Tenant must carry out the Tenant’s Works as shown on the plans approved by the Landlord and the relevant Authorities.

 

(e)                                  The Tenant must reimburse the Landlord for any costs incurred by the Landlord in considering the plans including any reasonable fees charged by the Landlord’s architects or consultants. The Tenant must make that reimbursement when requested by the Landlord.

 

**20****                                 ****WHEN THIS LEASE ENDS**

 

When this Lease ends:

 

(a)                                 the Tenant must vacate the Premises and give them back to the Landlord in the same condition as they were in at the starting date, except for fair wear and tear;

 

(b)                                 the Tenant must make sure all the Tenant’s property is removed and must fix any damage caused by the removal; and

 

(c)                                  anything left at the Premises will become the Landlord’s property and the Landlord may keep it or dispose of it.

 

The Tenant must pay the Landlord one day’s rent for each day that there is anything left on the Premises after this Lease ends until the Landlord is able to dispose of all that property.

 

**21****                                 ****THE LANDLORD’S RIGHTS AND OBLIGATIONS**

 

**21.1****                       ****The Tenant’s quiet enjoyment**

 

If the Tenant does not breach this Lease, the Landlord must allow the Tenant to occupy and use the Premises without the Landlord interrupting or disturbing the Tenant, except where this Lease allows the Landlord to do so.

 

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**21.2****                       ****Roof and external walls**

 

The Landlord has the sole right to use the roof and external walls of the Complex.

 

**21.3****                       ****Landlord’s maintenance**

 

The Landlord must maintain the structure of the Premises and the Landlord’s installations in the Premises in a condition consistent with the condition they were in on the date the Tenant first occupied the Premises unless the need for the repair arises out of the Tenant’s misuse.

 

**21.4****                       ****The Landlord may enter the Premises**

 

(a)                                 The Landlord may enter the Premises for inspection or to carry out maintenance, repairs or other building work and at any reasonable time after giving the Tenant reasonable notice. If there is an emergency, the Landlord may enter at any time without giving the Tenant notice.

 

(b)                                 The Landlord may enter the Premises at any time to show them to prospective purchasers or tenants during business hours after giving the Tenant reasonable notice.

 

**21.5****                       ****The Landlord may give the Tenant notice to do work**

 

The Landlord may give the Tenant notice which requires the Tenant to do any work to the Premises which is the Tenant’s responsibility under this Lease, within a reasonable time.

 

**21.6****                       ****The Landlord may do things on the Tenant’s behalf**

 

The Landlord may carry out any of the Tenant’s obligations on the Tenant’s behalf if the Tenant does not carry it out on time (for example: if the Tenant does not do repairs). The Tenant must promptly reimburse the Landlord’s costs of doing this.

 

**21.7****                       ****The Landlord may erect signs**

 

The Landlord may erect any of the following:

 

(a)                                 signs advertising the Premises for lease during the 3 months before this Lease ends; and

 

(b)                                 signs advertising the Premises for sale at any time,

 

but in doing so the Landlord must not interfere with the Tenant’s business.

 

**21.8****                       ****Subdivision**

 

(a)                                 The Landlord may at any time subdivide the Complex and may sell any lot of the subdivided Complex. If the Landlord asks, the Tenant will sign a consent

 

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to the subdivision prepared by the Landlord. The Landlord must pay the Tenant’s reasonable costs of doing so.

 

(b)                                 The Landlord will ensure that there is no interference to the Tenant’s business caused by the subdivision.

 

(c)                                  The Tenant must not object to or obstruct any subdivision, sale or consolidation of the Complex.

 

(d)                                 The Tenant must obey any body corporate rules which apply to the Complex after the subdivision as if those rules were part of this Lease, but the Tenant will not have to pay any additional costs or body corporate fees which it would not otherwise have to pay under this Lease.

 

(e)                                  The Landlord must not subdivide that part of the Premises described in Item 3(a) if that subdivision would result in that part of the Premises being owned by more than one party.

 

**22****                                 ****LANDLORD’S REPAIRS OR BUILDING WORK**

 

**22.1****                       ****The Landlord may do repairs**

 

The Landlord may do any repairs or maintenance to the Complex.

 

**22.2****                       ****The Landlord may do building work**

 

The Landlord may do any building work to extend or change the Complex or any part of it (excluding the Premises) but if the Landlord does the Landlord must cause as little disruption as the Landlord reasonably can to the Tenant’s use of the Premises

 

**23****                                 ****IF THE PREMISES ARE DAMAGED OR DESTROYED**

 

**23.1****                       ****Tenant may ask Landlord to rebuild**

 

If the Premises are damaged or destroyed and as a result the Tenant cannot use or have access to the Premises the Tenant may ask the Landlord to re-build them. Meanwhile the Tenant must continue to use any part of the Premises that is useable, safe and accessible.

 

**23.2****                       ****When Tenant or Landlord may end this Lease**

 

If the Landlord does not re-build the Premises within a reasonable time after the Tenant asks or if the Landlord decides not to re-build them, the Tenant or the Landlord may end this Lease by giving not less than 7 days’ notice to the other.

 

**23.3****                       ****Landlord is not liable to pay compensation**

 

The Landlord will not be liable to pay the Tenant compensation but the Landlord must reduce the Tenant’s rent and any other money payable by the Tenant under this Lease by a reasonable amount, depending on the type and extent of the damage or

 

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destruction, from the date on which the damage or destruction occurs until the Premises are again fit for use and accessible or this Lease is ended.

 

**23.4****                       ****If insurer is not obliged to pay for reinstatement**

 

The Tenant cannot end this Lease and must continue to pay rent and all other money payable by the Tenant under this Lease up to the Expiry Date if the Landlord’s insurer is not legally required to pay to reinstate the Premises because of anything done or not done by the Tenant.

 

**24****                                 ****IF PREMISES ARE RESUMED**

 

If an Authority resumes the Premises or any part and this makes the Premises unfit for the Tenant’s use, the Landlord or the Tenant may end this Lease by notice to the other. The Landlord will not be liable to pay the Tenant any compensation in these circumstances.

 

**25****                                 ****RISKS AND INSURANCE**

 

**25.1****                       ****The Tenant must have insurance**

 

(a)                                 The Tenant must have throughout the period of this Lease current insurance for all of the following:

 

(i)                                  public liability insurance policy for the amount in item 13;

 

(ii)                               insurance covering the Tenant’s property for its full value; and

 

(iii)                            plate glass insurance for its replacement value.

 

(b)                                 The Tenant must take out the Tenant’s insurance with an insurer approved by the Landlord.

 

(c)                                  The Landlord’s interest must be noted on each insurance policy.

 

(d)                                 The Tenant must give the Landlord evidence of the insurance before the start of this Lease and at the start of each financial year.

 

(e)                                  The Tenant must not do anything that may make the Landlord’s insurance invalid or able to be cancelled or that may increase the Landlord’s insurance premium. If the Landlord’s insurance premium does increase and the Landlord accepts that increase, the Tenant must pay the amount of the increase.

 

**26****                                 ****THE TENANT RELEASES AND INDEMNIFIES THE LANDLORD**

 

**26.1****                       ****Tenant occupies the Premises at its own risk**

 

The Tenant occupies and uses the Premises at the Tenant’s own risk. The Tenant will also carry out any building work in the Premises at the Tenant’s own risk.

 

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**26.2****                       ****Release**

 

The Tenant releases the Landlord from any action or demand due to any damage, destruction, loss, injury or death occurring in the Premises or the Complex except to the extent that the Landlord causes this by the Landlord’s negligence.

 

**26.3****                       ****The Tenant indemnifies the Landlord**

 

The Tenant indemnifies the Landlord against any action or demand due to any damage, loss, destruction, injury or death caused by:

 

(a)                                 the Tenant’s wilful act or negligence;

 

(b)                                 the Tenant’s use or occupation of the Premises; or

 

(c)                                  the use by the Tenant of services to the Premises,

 

except to the extent that the Landlord caused this by the Landlord’s negligence.

 

**27****                                 ****HOW THE TENANT BREACHES THIS LEASE**

 

The Tenant will be in breach of this Lease if:

 

(a)                                 the Tenant does not pay the Landlord any part of the rent on time and whether or not the Landlord has asked the Tenant to pay that rent; or

 

(b)                                 the Tenant does not pay the Landlord on time any other money which the Tenant must pay to the Landlord under this Lease and does not make that payment within 14 days after the Landlord gives the Tenant a notice requiring that payment; or

 

(c)                                  the Tenant disobeys any other term of this Lease and the Tenant does not remedy that breach within 14 days after the Landlord gives the Tenant a notice specifying that breach and asking the Tenant to remedy it; or

 

(d)                                 if the Tenant is a natural person and proceedings are commenced for either the Tenant’s voluntary or compulsory bankruptcy;

 

(e)                                  if the Guarantor is a natural person and:

 

(i)                                     becomes a bankrupt;

 

(ii)                                  proceedings are commenced for the Guarantor’s voluntary or compulsory bankruptcy; or

 

(iii)                               enters into or tries to enter into any scheme of arrangement or other compromise with the Guarantor’s creditors;

 

(f)                                   if the Tenant or a Guarantor is a corporation and:

 

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(i)            proceedings are commenced for either the voluntary or compulsory winding-up of the Tenant or the Guarantor;

 

(ii)           an order is made for the appointment of a provisional liquidator to the Tenant or the Guarantor;

 

(iii)          a controller within the meaning of Section 9 of the Corporations Act is appointed over any property or business of the Tenant or the Guarantor;

 

(iv)          a resolution is passed that the Tenant or the Guarantor be wound up; or

 

(v)           an administrator is appointed under Part 5.3A of the Corporations Act to the Tenant or the Guarantor or the directors of the Tenant or the Guarantor pass a resolution to appoint an administrator; or

 

(vi)          the Tenant or the Guarantor enters into or tries to enter into any scheme of arrangement or other compromise with the Tenant’s or the Guarantor’s creditors.

 

**28****                                 ****IF THE TENANT BREACHES THIS LEASE**

 

**28.1****                       ****What the Landlord may do if the Tenant is in breach**

 

If the Tenant is in breach of this Lease and does not remedy the breach as required, the Landlord may do any one or more of the following:

 

(a)                                 re-enter and take possession of the Premises;

 

(b)                                 end this Lease (see clause 20);

 

(c)                                  recover from the Tenant any loss or damage the Landlord suffers due to the Tenant’s breach;

 

(d)                                 use the security deposit (see clause 14) to recover any loss or damage the Landlord suffers due to the Tenant’s breach; or

 

(e)                                  exercise any of the Landlord’s other legal rights.

 

**28.2****                       ****Breach of an essential term**

 

If the Tenant breaches an essential term of this Lease and the Landlord re-enters and takes possession of the Premises or ends this Lease, the Landlord may recover all money payable by the Tenant under this Lease up to the expiry date. The essential terms are clauses 9, 12, 13, 14 (if applicable), 16, 17, 18, 19 and 25.1.

 

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**28.3****                       ****If the Tenant vacates the Premises before the Expiry Date**

 

If the Tenant vacates the Premises before the Expiry Date, whether or not it ceases to pay rent, the Landlord may:

 

(a)                                 accept the keys for the Premises; or

 

(b)                                 enter the Premises to inspect or repair them or to show them to prospective tenants; or

 

(c)                                  advertise the Premises for re-letting

 

without this being re-entry or waiver of the Landlord’s rights to recover the rent or other money under this Lease. This Lease continues until a new tenant takes possession of the Premises, unless the Landlord accepts a surrender of or ends this Lease.

 

**29****                                 ****GUARANTEE AND INDEMNITY BY THE GUARANTOR**

 

Intentionally deleted.

 

**30****                                 ****NOTICES**

 

**30.1****                       ****Notices to be writing**

 

A notice, request, consent, approval, demand or statement **(notice)**required by this Lease must be in writing.

 

**30.2****                       ****Serving Notices**

 

(a)                                 The Landlord may serve a notice on the Tenant by:

 

(i)                                  giving it to the Tenant personally;

 

(ii)                               leaving it at the Premises; or

 

(iii)                            leaving it at, posting it to or faxing it to the Tenant’s address set out in this Lease or to the Tenant’s registered office or the Tenant’s business address as last known to the Landlord.

 

(b)                                 The Landlord may serve a notice on the Guarantor by:

 

(i)                                  giving it to the Guarantor personally; or

 

(ii)                               leaving it at, posting it to or faxing it to the Guarantor’s address set out in this Lease.

 

(c)                                  The Tenant may serve a notice on the Landlord by leaving it at, posting it to or faxing it to:

 

(i)                                  the Landlord’s address set out in this Lease; or

 

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(ii)                               any other address that the Landlord nominates.

 

**31****                                 ****LANDLORD’S CONSENT AND APPROVAL**

 

Unless this Lease says otherwise, if the Tenant asks for the Landlord’s consent or approval for something, the Landlord must act promptly but the Landlord may give or withhold its consent or approval at the Landlord’s choice. The Landlord may also require the Tenant to obey any terms before the Landlord gives, or as a condition of, the Landlord’s consent or approval.

 

**32****                                 ****SPECIAL CONDITIONS**

 

The special conditions set out in item 18 bind the Tenant and the Landlord. If any special condition is inconsistent with a term of this Lease, the special condition will prevail.

 

**33****                                 ****GENERAL**

 

**33.1****                       ****Individual and joint liability**

 

If two or more people are described in item 1 or item 2, each person described in the item is liable for all of the obligations under this Lease of the persons named in that item both individually and together with each other person described in that item.

 

**33.2****                       ****Waiver**

 

A waiver by the Landlord will only be enforceable against the Landlord if the waiver is in writing and signed by the Landlord.

 

**33.3****                       ****Warranties by the parties**

 

This Lease and the disclosure statement contain the whole agreement of the parties. Neither party is entitled to rely on any warranty or statement in relation to:

 

(a)                                 the conditions on which this Lease has been agreed;

 

(b)                                 the provisions of this Lease; or

 

(c)                                  the Premises

 

which is not contained in those documents.

** **

**33.4****                       ****Victorian law applies**

 

This Lease is governed by Victorian law.

 

**33.5****                       ****Severability**

 

If any term of this Lease is made void or unenforceable, the remaining terms will not be affected.

 

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**34****                                 ****INTERPRETATION**

 

In this Lease:

 

(a)                                 an obligation not to do something includes the obligation not to allow or permit that thing to be done;

 

(b)                                 unless it is clearly not the intention, an obligation is an obligation for the entire term of this Lease;

 

(c)                                  a word or expression in the singular includes the plural and the plural includes the singular;

 

(d)                                 a reference to a person includes an individual, a corporation and any other organisation having a legal entity;

 

(e)                                  examples are descriptive only and not exhaustive;

 

(f)                                   headings are inserted for convenience only and are not to be used to interpret this Lease;

 

(g)                                  a reference to a clause is a reference to a clause in this Lease;

 

(h)                                 a reference to any thing (including any place or money) includes a reference to a part of that thing; and

 

(i)                                     the expression at any time means at any time and from time to time.

 

**35****                                 ****TIME FOR DOING ACTS**

 

If the date by which or the period in which anything must be done under this Lease ends on a Sunday or a public holiday in Melbourne, the date or period will be extended to the next day that is not a Sunday or a public holiday.

 

**36****                                 ****CAR PARKING LICENCE**

 

**36.1****                       ****Definitions**

 

In this clause 36:

 

**Car Spaces**means the number of car spaces set out in **Item 17**in the location as designated by the Landlord from time to time by notice in writing to the Tenant.

 

**Parking Fee**means the monthly amount set out in **Item 17**as varied under this Lease.

 

**36.2****                       ****Licence**

 

(a)                                 Subject to the provisions of this clause 36 the Landlord grants to the Tenant a non-exclusive licence to use the Car Spaces from the date this Lease starts until the earlier of the Expiry Date and the date this Lease ends.

 

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(b)                                 The Landlord may restrict access to the Car Park:

 

(i)                                  if required by any Authority; or

 

(ii)                               due to any cause which in the reasonable opinion of the Landlord endangers or may endanger the Car Spaces, the Complex or any person or property in the Complex.

 

**36.3****                       ****Holding Over**

 

If the Tenant continues to occupy the Premises under clause 2 this licence continues until the Tenant’s occupation of the Premises ends.

 

**36.4****                       ****Use of the Car Spaces**

 

The Tenant:

 

(a)                                 must not use the Car Spaces other than to park one car in each Car Space;

 

(b)                                 must not bring any vehicle into the Complex or onto the Land which is unsafe or which drips oil or fluid;

 

(c)                                  must comply with any law relating to the Tenant’s use of the Car Spaces except where such a law requires the Tenant to carry out structural works or alterations to the Car Spaces or the Complex;

 

(d)                                 must not clean, grease, oil, service or wash cars in the Car Park or otherwise use the Car Park in a way which would cause damage, nuisance or disturbance to occupants of the Complex or an adjoining property;

 

(e)                                  must, if requested by the Landlord, promptly give to the Landlord details (including registration numbers) of the cars the Tenant will park in the Car Spaces from time to time.

 

**36.5****                       ****Assignment and Sub-Licensing**

 

The Tenant may:

 

(a)                                 assign this licence to a person to whom the Tenant assigns the Lease; or

 

(b)                                 sub-licence the Car Spaces to a person to whom the Tenant has sub-let the Premises

 

if that assignment of the Lease or sub-lease of the Premises has been approved by the Landlord.

 

**36.6****                       ****Landlord’s right of entry**

 

The Landlord may enter the Car Spaces at reasonable time after giving the Tenant reasonable notice or, in the case of emergencies, without notice to:

 

22

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(a)                                 install, maintain, repair, alter or inspect the Car Park or the services in or to the Car Park;

 

(b)                                 carry out repairs, renovations, maintenance or alterations to the Car Spaces which are reasonably necessary;

 

(c)                                  stop any actual or potential damage to the Complex occurring in or about the Car Spaces; and

 

(d)                                 comply with any laws or the requirements of any relevant Authority that are not the Tenant’s responsibility to comply with.

 

In exercising the Landlord’s rights under this clause 36, the Landlord must cause as little inconvenience to the Tenant as is practicable in the circumstances.

 

**36.7****                       ****Risk**

 

The Tenant uses the Car Park and the Car Spaces at the Tenant’s own risk.

 

**36.8****                       ****Release**

 

(a)                                 The Landlord is not responsible and has no liability to the Tenant for any claim by the Tenant against the Landlord as a consequence of the use of the Car Park or Car Spaces by the Tenant except to the extent that that claim arises because of the Landlord’s default or negligence.

 

(b)                                 Without limiting the release in clause 36.8(a) the Landlord will not be responsible for:

 

(i)                                     the theft of any cars the parts, equipment or contents of any cars while the cars are on the Land; or

 

(ii)                                  damage whether malicious or accidental that any cars may sustain while entering or leaving the Complex or within the Complex.

 

**36.9****                       ****Indemnity**

 

The Tenant indemnifies and will keep indemnified the Landlord from and against all claims made against the Landlord as a consequence of the use of the Car Park or Car Spaces by the Tenant except to the extent that that claim arises because of the Landlord’s default or negligence.

 

**36.10****                ****Security cards**

 

The Landlord may restrict access to the Car Park by means of security cards. 

 

**36.11****                ****End of licence**

 

(a)                                 When this licence ends the Tenant must:

 

23

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(i)                                     remove the cars from the Car Park and make good any damage caused or contributed to by the Tenant; and

 

(ii)                                  leave the Car Spaces in a neat and tidy state, clean and free of rubbish.

 

(b)                                 The Landlord may remove and store at the Tenant’s Cost the cars not removed by the Tenant in accordance with clause 36.11(a).

 

**36.12****                ****Parking Fee**

 

(a)                                 The Tenant must pay to the Landlord the Parking Fee:

 

(i)                                     by equal monthly instalments in advance; and

 

(ii)                                  at the same time and in the same manner as the Rent.

 

(b)                                 The Parking Fee will be reviewed at the same time and in the same manner as the Rent.

 

**36.13****                ****Parking levy**

 

(a)                                 Any levy, rate, charge or assessment imposed by any Authority in respect of a Car Space is not included in the Parking Fee.

 

(b)                                 In addition to the Parking Fee, the Tenant must pay any levy rate, charge or assessment in respect of each Car Space upon demand by the Landlord.

 

**37****                                 ****DEMOLITION**

 

**37.1****                       ****Landlord may terminate for demolition**

 

If the Landlord wishes to carry out building work to extend, improve or change the premises or the Complex the Landlord may terminate this Lease.

 

**37.2****                       ****Notice of termination**

 

(a)                                 The Landlord must give the Tenant atleast 9 months’ notice of the termination under clause 37.1 **(termination notice),**but cannot give a termination notice before 31 January 2015.

 

(b)                                 The termination notice must state the date **(termination date)**by which the Tenant needs to leave the premises and this Lease will end and the Tenant must leave the premises on the termination date.

 

**EXECUTED** as a deed.

 

24

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| The   **COMMON SEAL**of **CRUDE PTY LTD**    | )      | ****                    |
|----------------------------------------------|--------|-------------------------|
| (ACN   124 327 920) is affixed in accordance | )      |
| with   its constitution in the presence of:  | )      |
|                                         |   |
|                                         |   |
|                                         |   |
|                                         |   |                    |
|                                         |   | /s/   [ILLEGIBLE]       |
|                                         |   | Signature   of Director |
|                                         |   |                    |
|                                         |   |                    |
|                                         |   | /s/   [ILLEGIBLE]       |
|                                         |   | Name   of Director      |

 

 
| **EXECUTED**by **GENETIC**                                     | **)** | ** ** |
|----------------------------------------------------------------|-------|------------|
| **TECHNOLOGIES LIMITED**(ACN 009 212                           | )     |       |
| 328)   in accordance with section 127 of the Corporations Act: | )     |       |

 

 
| /s/ [ILLEGIBLE]       |   | /s/   [ILLEGIBLE]                 |
|-----------------------|--------|-----------------------------------|
| Signature of Director |   | Signature   of Director/Secretary |
|                  |   |                              |
|                  |   |                              |
| MELVYN J BRIDGES      |   | Thomas G. Howitt                  |
| Name of Director      |   | Name   of Director/Secretary      |

 

25

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** **

**SCHEDULE**

 
| Item   1:   (Tenant)               | ** **

**GENETIC TECHNOLOGIES LIMITED**(ACN 009 212 328) of 60-66   Hanover Street, Fitzroy, Victoria, 3065                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                               | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Item   2:   (Guarantor)            | Not   applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                               | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Item   3:   (Premises)             | Those   parts of the Complex being:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                               | (a)                            the area known as 60-66 Hanover   Street, Fitzroy Victoria measuring approximately 1,302 square metres; and

 

(b)                            the area being part of 68-70   Hanover Street, Fitzroy measuring approximately 104 square metres

being the areas shown hatched   on the plans in Annexure A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                               | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Item   4:                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (Landlord’s   installations)  | 1                                         Floor coverings – vinyl and   carpet;

2                                         Laboratory benches;

3                                         Sinks and taps;

4                                         Safety shower/s;

5                                         Built in cupboards;

6                                         Fume cupboards x 3;

7                                         Venetian blinds;

8                                         Dexion shelving located in   south west room;

9                                         Reception desk;

10                                  Zip hot water units x 1;

11                                  Fire alarm systems;

12                                  Security alarm systems;

13                                  Fire extinguishers & hose   reels;

14                                  Remote electronic gate openers;

15                                  Light fittings;

16                                  Staff room kitchen cupboards;

17                                  Granite board room table and   sideboard, 12 matching chairs, 2 refrigerators, kitchen cupboards, safe;

18                                  All Abloy locks, padlocks and   keys;

19                                  Airconditioning units.

** ** |
|                               | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Item   5:(Landlord’s   works) | Not   applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                               | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Item   6:(Tenant’s   works)   | Not   applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                               | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Item   7:(Lease   Start Date)      | 1 September 2012                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                               | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Item   8:(Duration   of Lease)     | 3 years                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

 

1

----

 
| Item   9:(Lease   Expiry Date)           | 31   August 2015                                                                     |
|------------------------------------------|--------------------------------------------------------------------------------------|
|                                     | ** **                                                                           |
| Item   10                                |                                                                                 |   |
| (Rent)                                   | Year 1:

 

 

 

 

Year 2:                                     | (a)                                 In respect of that part of the   Premises described in Item 3(a): $294,697.52

(b)                                 In respect of that part of the   Premises described in Item 3(b): $13,451.36

** **

** **

 

The rent is to be increased by   4% |
|                                     |                                                                                 |   |
|                                     | Year   3:                                                                            | The   rent is to be increased by 4% |
|                                     |                                                                                 |   |
| Item   11(Security   deposit)            | Not   applicable                                                                     |
|                                     | ** **                                                                           |
| Item   12:                               |                                                                                 |
| (Use   of Premises)                      | Offices,   Commercial and Research Laboratories and any ancillary uses of the Tenant |
|                                     |                                                                                 |
| Item   13:(Public   Liability Insurance) | $10   million                                                                        |
|                                     |                                                                                 |
| Item   14:(Last   date to renew Lease)   | 31   January 2015                                                                    |
|                                     |                                                                                 |
| Item   15:   (Option term)               | 1   option term of 2 years                                                           |
|                                     |                                                                                 |
| Item   16:(Rent   during option term)    | Year   1:                                                                            | The   rent is to be the market rent for the premises (see clause 10) |
|                                     |                                                                                 |   |
|                                     | Year   2:                                                                            | The   rent is to be the rent for year 1 of the option term increased by 4% |
|                                     |                                                                                 |   |
| Item   17:(Car   spaces and fee)         | 26   Car Spaces at an initial Parking Fee of $100 per space per month                |
|                                     |                                                                                 |   |
| Item   18:(Special   conditions)         | 1                                                                                    | Upon   execution of this Lease by both parties, the Lease for the Premises dated 4   November 2010 will automatically end with effect on and from 31 August 2012,   without prejudice to either party’s rights in respect of a prior breach under   that lease. |
|                                     |                                                                                 |   |
|                                     | 2                                                                                    | The   Landlord will use all reasonable endeavours to ensure

that   the Tenant has reasonable access to that part of the |

 

2

----

 
|   |   | Premises   described in Item 3(b) through the area shaded green on the plans attached in   Annexure A during the Tenant’s usual business hours.                                                              |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                              |
|   | 3      | Despite   clause 15.2, while Genetic Technologies Limited (ACN 009 212 328) is the   Tenant, the Landlord’s consent is not required to any fixed and floating   charge over all of the Tenant’s assets. |

 

3

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** **

**ANNEXURE A**

**Plans showing Premises**

** **

****

 

4

----

 

****

 

5

----

 

 
| 3   September 2012

 

Ms   Alison Mew

Chief   Operating Officer

Genetic   Technologies Limited

60-66   Hanover Street

**FITZROY VIC 3065** | Contact

Direct   Line

Email

Partner

Our   Ref | Kathy   Roberts

(03) 9321 9703   kathy.roberts@holdingredlich.com.au

Margot Sharpe

KAR:LD:12500737 |
|------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------|-------------------------------------------------------------------------------------------------------|
|                                                                                                                                                 |                                              |                                                                                                  |
|                                                                                                                                                 | **By courier**                                    |                                                                                                  |

 

Dear Ms Mew

 

**Lease: Crude Pty Ltd to Genetic Technologies Limited**

**Premises: 60-66 and Part 68-70 Hanover Street, Fitzroy**

 

Further to previous correspondence we enclose for the Tenant’s safekeeping executed Lease dated 31 August 2012.

 

Please acknowledge receipt of the document by signing and returning to us the attached copy of this letter.

 
| Yours   sincerely                    |       |
|--------------------------------------|------------|
|                                 |       |
|                                 |       |
| /s/   [ILLEGIBLE]                    |       |
| **HOLDING   REDLICH**                | ** ** |
|                                 |       |
| Enclosures:   1                      |       |
|                                 |       |
| Copy   to: R Nguyen, DeGroup Pty Ltd |       |

 

Melbourne . Sydney . Brisbane

 

Level 8 555 Bourke Street Melbourne Vic 3000 DX 422 Melbourne

GPO Box 2154 Melbourne Vic 3001 T +61 3 9321 9999 www.holdingredlich.com

[ILLEGIBLE]

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