Form:             07L

        License:        04-11-037

        Licensee:      Kemp Strang
	Leave this space clear.  Affix additional pages to the top left-hand corner


 


 


LEASE


 


New South Wales

Real Property Act 1900


 


PRIVACY NOTE: Section 31B
of the Real Property Act 1900 (RP Act) authorises the Registrar General to collect the information required by this form for the
establishment and maintenance of the Real Property Act Register. Section 96B RP Act requires that the Register is made available
to any person for search upon payment of a tee, if any


 


	STAMP DUTY	
        Office of State Revenue use only

         

         

         

         

         

	 	 
	(A)         TORRENS TITLE	
        Property leased: if appropriate, specify the part or premises
        4/SP74248 being unit 4, Century Estate, 476 Gardeners Road, Alexandria

         

         

         

         

	 	 	 	 	 
	(B)         LODGED BY	Delivery Box	
        Name, Address or DX and Telephone

         

         

         

         

        Reference (optional): 

1076771_1
	 	
        CODE

         

         

         

         

         

        L

	 	 
	(C)         LESSOR	
        HELION PROPERTIES PTY LTD ACN 114 693 926

         

         

         

         

         

	 	The lessor leases to the lessee the property referred to above.
	(D)	Encumbrances (if applicable):1. AB926988        2.                 3.
                    


 




    	 



    	 



    

  


	
        (E)         LESSEE

         

         

         

         

        (F)
	
        PARNELL MANUFACTURING PTY LIMITED CAN 138 251 582

         

         

         

        TENANCY:

	 
	(G)         1.            TERM:
                    Ten (10) years_________________________________________________________

        2.           COMMENCING
        DATE: 1 January 2011____________________________________________

        3.           TERMINATING
        DATE: 31 December 2020__________________________________________

        4.           With
        an OPTION TO RENEW for a period of two terms of five (5) years___________set out in Clause 8
        of Annexure A________________________________________________________________________

        5.           With
        an OPTION TO PURCHASE set out in N/A____________________________________________

        6.           Together
        with and reserving the RIGHTS set out in N/A_______________________________________

        7.           Incorporates
        the provisions or additional material set out in ANNEXURE(S) A____hereto.

        8.           Incorporates
        the provisions set out in MEMORANDUM filed/LEASE registered in the Department of Lands, Land and Property
        Information Division as No. N/A___

        9.           The
        RENT is set out in ITEM 3__________ of The Appendix___________________________

	DATE	27/6/2011_____________

         



 


	
        (H)         Certified
        correct for the purposes of the Real Property Act 1900 and executed on behalf of the corporation named below by the authorised
        person(s) whose signature(s) appear(s) below pursuant to the authority specified.

        Corporation: HELION PROPERTIES PTY LTD ACN 114
        693 926

        Authority: Section 127 Corporations Act

         

        Signature of authorised person:

        /s/ Alan Bell

        Name of authorised person: Alan Bell

        Office held: Director

         
	
         

         

         

         

         

         

         

          

        Signature of authorised person:

         

        Name of authorised person:

        Office held:

	 	Note:  where applicable, the lessor must complete the statutory declaration below.
	
        Certified correct for the purposes of the
Real Property Act 1900 and executed on behalf of the corporation named below by the authorised person(s) whose signature(s) appeals)
below pursuant to the authority specified. 
	 	 


  




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        Corporation: PARNELL MANUFACTURING PTY LIMITED
        ACN 138 251 582

        Authority: Section 127 of Corporations Act

         

        Signature of authorised person:

        /s/ Brad McCarthy

        Name of authorised person:

        Brad McCarthy

        Office held: Director

         
	
         

         

         

          

        Signature of authorised persons:

        /s/ Robert Joseph

        Name of authorised person:

        Robert Joseph

        Office held: Director

	
        (I)         STATUTORY
        DECLARATION*

        I, _____________________________________________________
        solemnly and sincerely declare that-

        1.          The
        time for the exercise of option to renew / option to purchase in expired lease No.___________ has ended;

        2.          The
        lessee under that lease has not exercised the option.

        I make this solemn declaration conscientiously believing
        the same to be true and by virtue of the Oaths Act 1900.

        Made and subscribed at ________________________
        In the State of _________________________on _______________ in the presence of-

	
         

        Signature of witness:

         

        Name of witness:

         

        Address of witness:

         

        Qualification of witness [tick one]

         
	
         

        Signature of lessor:

	


 ̈ Justice
of the Peace


 


 ̈ Practising
Solicitor


 


 ̈ Other [specify]_____________________






        

	
         

        *NOTE: As the Department of Lands may not be able to provide
        the services of a Justice of the peace or other qualified witness, the statutory declaration should be signed and witnessed prior
        to lodgment of the form at Land and Property Information Division.



 




    	3



    	 



    

  


Table
of Contents


 


	 	Page
	 	 
	SCHEDULE 1	1
	 	 	 
	1.	DEFINITIONS AND INTERPRETATION	1
	 	 	 
	2.	EXCLUSION OF STATUTORY PROVISIONS	4
	 	 	 
	3.	RENT AND MANNER OF PAYMENT	4
	 	 	 
	4.	MARKET RENT REVIEWS	5
	 	 	 
	5.	CPI RENT REVIEW AND PERCENTAGE RENT REVIEW	7
	 	 	 
	6.	LESSEE’S CONTRIBUTION TO OUTGOINGS	8
	 	 	 
	7.	ABATEMENT OF RENT	8
	 	 	 
	8.	OPTION FOR RENEWAL AND HOLDING OVER	9
	 	 	 
	9.	USE OF THE PREMISES	10
	 	 	 
	10.	CLEANING, REPAIR, ETC	11
	 	 	 
	11.	REPAIRS, ALTERATIONS, MAINTENANCE, ETC	12
	 	 	 
	12.	INDEMNITY	14
	 	 	 
	13.	INSURANCE	16
	 	 	 
	14.	ASSIGNMENT AND SUB-LETTING	17
	 	 	 
	15.	LESSEE’S DEFAULT	18
	 	 	 
	16.	COVENANTS BY THE LESSOR & OPERATION OF PLANT	21
	 	 	 
	17.	HEADLEASE AND OTHER RESERVATIONS	21
	 	 	 
	18.	SUPPLY OF ELECTRICITY, GAS AND OTHER SERVICES	21
	 	 	 
	19.	ADDITIONAL COVENANTS BY THE LESSEE	22
	 	 	 
	20.	COMMON AREAS	23
	 	 	 
	21.	MISCELLANEOUS	24
	 	 	 
	22.	BANK GUARANTEE	27
	 	 	 
	23.	GUARANTORS	27
	 	 	 
	24.	STRATA PLAN	29
	 	 	 
	25.	PAYMENT OF GST	30
	 	 	 
	26.	TRUST CLAUSE	31
	 	 	 
	27.	NO BANK GUARANTEE REQUIRED WHILE LESSEE IS PARNELL MANUFACTURING PTY LIMITED	32
	 	 	 
	THE APPENDIX	1


 




    	 



    	 



    

  


This is Annexure
“A” referred to in a Lease made between Helion Properties Pty Limited as Lessor and Parnell Manufacturing Pty Limited
as Lessee in respect of the Land comprised in Folio Identifier 4/SP74248.


 


SCHEDULE 1


 


1.           DEFINITIONS
AND INTERPRETATION


 


1.1          Definitions


 


In this Lease unless the contrary
intention appears:


 


“Act”
means the Strata Schemes (Leasehold Development) Act 1986;


 


“Appendix”
means the Appendix annexed to the Lease.


 


“Authority”
means any statutory, public, municipal, governmental (State or Federal), local or other authority of any kind.


 


“Base Rent”
means the annual rent payable in respect of the Premises as specified in Item 3 of the Appendix as varied from time to time
in accordance with the provisions of this Lease.


 


“Building”
means the whole of or any part of the building and improvements erected on the Land together with any modifications, extensions,
or alterations thereto from time to time and together with the fixtures, fittings, furnishings, plant, machinery and equipment
of the Lessor therein from time to time including but without limitation, the Common Areas and the Building’s car park.


 


“Building
Manager” shall mean the person nominated employed or engaged as building manager, managing agent or agent of the Lessor
notified in writing from time to time by the Lessor to the Lessee.


 


“Business
Day” means a day on which trading banks are open for general banking business in Sydney.


 


“Commencing
Date” means the date of commencement of this Lease set out in Item 4B of the Appendix.


 


“Common Areas”
means the Common Property as defined in the Act.


 


“CPI/Percentage
Review Date” means each of the dates specified in Item 5B of the Appendix.


 


“CPI Percentage
Change” means the percentage calculated under clause 5.2.


 


“GST”
means any and all taxes, fines, penalties or other monies payable pursuant to A New Tax System (Goods and Services Tax) Act
1999.


 




    	 



    	 



    

  


“Guarantor”
means the party specified in Item 13 of the Appendix.


 


“Input Tax”
means an amount equal to the amount of GST paid or payable for the supply of any thing acquired.


 


“Insolvency
Event” means any of the events referred to in clause 15.1(c) to (i) (inclusive) in relation to the Lessee,
the Guarantor or both.


 


“Institute”
means the Australian Property Institute NSW Division.


 


“Interest
Rate” means interest at a rate equal to two percentum (2%) above the prime lending rate then charged by the Lessor’s
bankers on overdraft facilities of one hundred thousand dollars ($100,000) or more.


 


“Land”
means the land described in Item 1 of the Appendix and shall include any additional land which the Lessor develops by way
of erecting further improvements or extensions as part of the Building and which is managed and operated in conjunction with the
improvements from time to time existing on the Land.


 


“Lease”
means any document which incorporates either in whole or in part, and whether with or without any amendment or alteration, the
terms of this Lease, and includes any equitable lease or lease at law evidenced by the provisions of this document and any schedules,
appendices, annexures to this Lease and the Rules and Regulations.


 


“Lessee”
means and includes the Lessee named in this Lease and in the case of a natural person the executors, administrators, successors
and permitted assigns of the Lessee and in the case of a corporation the successors and permitted assigns of the Lessee and where
not repugnant to the context the contractors, servants and agents of the Lessee.


 


“Lessee’s
Employees and Visitors” means each and every of the Lessee’s employees, servants, clerks, contractors, workmen,
agents, customers, clients or visitors (with or without invitation) sublessees, licensees and invitees (express or implied) who
may at any time be in or upon the Premises or the Land.


 


“Lessee’s
Proportion of Outgoings” means the amount determined as being the percentage stated in Item 7 of the Appendix of
the Outgoings for the relevant Outgoings Year. The percentage is to be equivalent to the percentage ratio that the lettable area
of the Premises bears to the lettable area of that part of the Building enjoying or sharing the benefit or burden of any particular
item of Outgoings both measurements to be calculated in accordance with the PCA Method of Measurement.


 


“Market Review
Date” means each of the dates specified in Item 5A of the Appendix.


 


“Lessor”
means and includes the Lessor, its successors and assigns.


 


“Outgoings”
means the total sum of all outgoings, costs and expenses assessed, charged, imposed, levied, paid or payable by the Lessor in relation
to the Premises the Building and the Land and in particular but without limitation:


 




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A.           Land
Tax on the basis that the Land is the only land owned by the Lessor.


 


B.           All
rates, costs and charges payable in relation to the supply of water, sewerage and drainage to or from the Premises.


 


“Outgoings
Year” means the 12 month period ending on 31 December in each year or on another day specified in a notice the Lessor
gives the Lessee. This expression includes any broken period between the Commencing Date and the day prior to the first day of
an Outgoings Year and any broken period between the last complete Outgoings Year and the Terminating Date.


 


“Owners Corporation”
has the same meaning as contained in the Act.


 


“PCA Method
of Measurement” means the method of measurement of Buildings adopted by the Property Council of Australia from time to
time for the type of building the subject of this Lease.


 


“Permitted
Use” means the use prescribed in Item 9 of the Appendix.


 


“Premises”
means the premises described in Item 2 of the Appendix (up to and including the internal faces of external walls and of any
internal structural walls of the Building, the internal face of the concrete ceiling and floor and the centre line of any partitions
which separate the Premises from any other premises or from any Common Areas) including any part thereof and the fixtures, fittings,
furnishings, plant, machinery and equipment (if any) of the Lessor from time to time installed in the Premises.


 


“Primary Payment”
means any payment in relation to a taxable supply under or in connection with this Lease.


 


“Review Date”
shall mean each or all of the Market Review Dates or the CPI/Percentage Review Dates.


 


“Rules and
Regulations” means the rules and regulations of the Building as from time to time varied, added to, deleted or amended
as provided in this Lease.


 


“Statute”
means any statutes, rules, regulations, proclamations, ordinances, or by laws, present or future or amending consolidating or replacing
the same.


 


“Strata Plan”
moans Strata Plan No. 74248 or any other Strata Plan registered at the Land & Property Management Authority NSW in respect
of the Land or the Premises.


 


“Term”
means the term of this Lease as set out in Item 4A of the Appendix and shall be deemed to comprise that period from the Commencing
Date to the Terminating Date.


 


“Terminating
Date” means the date of termination set out in Item 4C of the Appendix.


 


“Valuer”
means a valuer who:


 




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(i)          shall
be a licensed valuer;


 


(ii)         shall
have practised as a valuer for not less than five years;


 


(iii)        shall
be a member of the Institute;


 


(iv)        shall
be licensed to practice as a valuer of the kind of premises that are the subject of this Lease.


 


1.2          Interpretation


 


(a)          Words
importing the singular number shall include the plural, the masculine gender the feminine or neuter gender and vice versa and words
importing persons shall include corporations.


 


(b)          Any
covenant or agreement on the part of two or more persons shall be deemed to bind them jointly and each of them severally.


 


(c)          Headings
of clauses and sub-clauses have been inserted for guidance only and shall not be deemed to form any part of the context of this
Lease.


 


(d)          Each
reference in this Lease to any of the clauses in the Appendix, Schedules or Annexure hereto shall be construed to incorporate the
data stated under that Clause.


 


(e)          All
references to statutes in this Lease shall include all statutes amending, consolidating or replacing the statutes referred to.


 


(f)          In
the interpretation of this Lease no rules of construction shall apply to the disadvantage of one party on the basis that party
put forward this Lease or any part of this Lease.


 


2.          EXCLUSION
OF STATUTORY PROVISIONS


 


2.1          The
covenants powers and provisions implied in leases by virtue of Sections 84, 84A, 85 and 86 of the Conveyancing Act, 1919
as amended, are hereby negatived except so far as expressly incorporated herein.


 


3.          RENT
AND MANNER OF PAYMENT


 


3.1          Manner
of Payment


 


The Lessee shall pay to the Lessor
the Base Rent by equal monthly instalments in advance on the first day of each month (and without any demand, deduction or right
of set-off) during the Term or any period of holding over PROVIDED THAT the first such payment shall be made on the first day of
the Term and if necessary shall be apportioned to the part of the month then remaining. All such instalments shall be made at such
place as the Lessor may from time to time direct.


 




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3.2          Review


 


The Lessor shall review the Base
Rent on the Review Dates and the provisions of Section 4 and Section 5 of this Lease shall apply in respect of such reviews.


 


4.          MARKET
RENT REVIEWS


 


4.1          Market
Review Dates


 


(a)          Not
later than November 30 of each year of the Term and Option Terms of the lease an independent market appraisal must be conducted
in accordance with clause 4.3 to determine the prevailing market rent on the premises.


 


(b)          Upon
each Market Review Date the Base Rent shall be reviewed in accordance with clause 4.2, PROVIDED THAT the Base Rent determined
after any review shall not be less than the Base Rent payable by the Lessee immediately prior to the relevant Market Review Date.


 


4.2          Market
Rent Review Process


 


The Lessor shall provide notice
in writing to the Lessee before December 31 of the year prior to the Market Review Date (the “Lessor’s Notice”)
stating the Base Rent applicable from the Market Review Date which, subject to the limitations slated in Clause 4.1 (b), will
be equivalent to the average of the previous three years Market Appraisals conducted in accordance with clause 4.1(a) and
clause 4.3.


 


4.3          Market
Appraisals


 


(a)          The
Lessor and the Lessee must agree the appointment of an independent Valuer for the purposes of clause 4.1(a) and failing agreement,
the independent Valuer may be appointed by the Lessor as follows:


 


(i)          the
Lessee may dispute the appointment of the valuer appointed by the Landlord as above by providing notice in writing to the Landlord
before October 31 of each year and clause 4.3(a)(ii) shall then apply.


 


(ii)         each
party shall appoint an independent Valuer within 14 days of either party providing notice of a dispute pursuant to clause 4.3(a)(i)
and the two Valuers shall conduct an appraisal to determine the current market rent applicable at that time taking into account
the following criteria:


 


A.           Limited
to the current use of the premises


 


B.           The
Term of the lease plus the additional Option Terms


 


C.           excluding
the value of the Lessee’s fixtures and fittings in the Premises and also excluding any deleterious condition of the Premises
if such condition results from any broach of any term of this Lease by the Lessee; and


 




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D.           taking
no account of any goodwill attributable to the Premises by reason of any trade or business carried on therein by the Lessee; and


 


E.           having
regard to the rental value of comparable premises for similar use in the vicinity of the Premises;


 


F.           taking
no account of any rent free periods or inducements, reductions or other incentives being offered by the Lessor on other leases
pertaining to the Building or by other landlords in leases of comparable premises in the vicinity of the Building;


 


G.           taking
into account all relevant valuation principles and such other matters that are relevant to the extent that the same are not inconsistent
with the assumptions and criteria as set out in this clause;


 


(iii)        the
two Valuers shall inform one another of their respective views and confer in an endeavour to decide whether or not they can agree
on a joint determination;


 


(iv)        the
two Valuers shall deliver their joint determination (if agreed) in writing to the Lessor and the Lessee with reasons within fourteen
(14) days of their appointment or within such further period as the Lessor and the Lessee may mutually agree;


 


(v)         if
the two Valuers are unable to agree upon a joint determination within the time prescribed the Market Appraisal shall be one-half
of the aggregate of the two determinations.


 


(b)          Each
of the Valuers referred to in Clause 4.3 shall act as an expert and not as an arbitrator and the determination made under
this Clause shall be final and binding on the Lessor and the Lessee.


 


(c)          The
fees of the Valuers and other costs of their determinations shall be borne equally by the Lessor and the Lessee.


 


(d)          Each
of the Lessor and the Lessee shall use its best endeavours to procure that any Valuer appointed by it under Clause 4.3 shall
diligently and expeditiously perform all such things which this clause 4 contemplates.


 




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5.          CPI
RENT REVIEW AND PERCENTAGE RENT REVIEW


 


5.1          CPI
Review


 


On each CPI Review Date the Base
Rent shall be reviewed to the amount as determined in accordance with clause 5.2 of this Lease PROVIDED THAT the Base Rent
payable by the Lessee after any review shall not in any circumstances be less than the Base Rent payable by the Lessee immediately
prior to the relevant CPI Review Date.


 


5.2          Review
to Consumer Price Index


 


On each CPI Review Date the Base
Rent shall be determined as the higher of:


 


(a)          the
amount calculated by multiplying the Base Rent payable at the Commencing Date by a fraction to be calculated as follows:


 


F= (Q1+Q2+Q3+Q4) / (Q5+Q6+Q7+Q8)


 


Where Q1-Q4 are the “All
Groups; Sydney Index Numbers” for the four quarters immediately prior to the relevant CPI Review Date and Q6-Q8 are the All
Groups; Sydney Index Numbers for the next four quarters prior to Q1-Q4 which for clarity provides a year on year increase in the
CPI


 


(b)          103.5%
the Base Rent payable immediately before the relevant CPI Review Date


 


The costs of such determination
shall be borne equally by the Lessor and the Lessee.


 


5.3          Definition
of Index Number


 


In this clause the words “Index
Number” shall mean the All Groups Consumer Price Index for the City of Sydney as published from time to time by the Australian
Bureau of Statistics (“the A.B.S.”). In the event that there is any suspension or discontinuance of the Consumer
Price Index or its method of calculation is substantially altered then the “Index Number” shall mean the weighted average
for Australia of weekly wage rises: Adult Males: All Groups as published by the ABS. If such weekly wage rates shall not be calculated
at any relevant date by the ABS then “Index Number” shall mean an index published at the date hereof and at the date
of any review of the Base Rent which reflects fluctuations of the cost of living in Sydney and which the parties may mutually agree
on and if they are unable to agree then the Index Number shall be determined by the President for the time being of The Real Estate
Institute of New South Wales or his nominee whose decision shall be binding and conclusive.


 


5.4          Failure
to Exercise Right


 


If the Lessor shall fail to have
the Base Rent reviewed then such right may be exercised at any time prior to the next succeeding CPI/Percentage Review Date or
the expiration of the Term as the case may be and the reviewed Base Rent shall be payable as and from the Exercise Date. No succeeding
right of review of the Base Rent on a CPI/Percentage Review Date shall be postponed by reason of any review of Base Rent pursuant
to this clause.


 




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6.          LESSEE’S
CONTRIBUTION TO OUTGOINGS


 


6.1          Outgoings


 


The Lessor must notify the Lessee
in writing before December 31 of the Outgoings payable by the Lessee for the subsequent year.


 


6.2          Payment
by Lessee


 


The Lessee will pay to the Lessor
during the Outgoings Year the estimated Lessee’s Proportion of Outgoings by equal monthly instalments in advance on the days
and in the manner fixed for payment of Base Rent under this Lease PROVIDED that by December 31 of an Outgoings Year the Lessor
will compute any difference between Lessee’s Proportion of actual Outgoings for the current Outgoings Year and estimated
Lessee’s Proportion of for that Outgoings Year paid by the Lessee and the Lessor will provide written notice of any difference
and the appropriate adjustment and any amount overpaid by the Lessee shall be paid by the Lessor or any amount underpaid by the
Lessee shall be paid within thirty (30) days of that notice.


 


6.3          Other
Charges


 


The Lessee shall pay the Outgoings
separately charged against the Premises for the relevant Outgoings Year.


 


6.4          Payment
for Services


 


The Lessee covenants with the
Lessor that it will pay all charges for gas, electricity, oil, water and other services consumed in or on the Premises, in respect
of any telephone services connected to the Premises and all other charges and impositions imposed by any public utility or Authority
for any service separately supplied to the Premises (including the removal of trade waste) and where same are not separately metered
then the Lessee must pay a fair portion of the costs.


 


7.          ABATEMENT
OF RENT


 


7.1           Destruction
or Damage


 


If during the Term the whole or
any part of the Building shall be destroyed or damaged by fire, flood, lightning, storm, tempest or otherwise by inevitable accident
or act of God (PROVIDED THAT insurance moneys are not denied to the Lessor arising from any act, negligence or default on the part
of the Lessee or the Lessee’s Employees and Agents) so as to render the Premises unfit for the use and occupation by the
Lessee then:


 


(a)          payment
of the Base Rent and the Lessee’s Proportion of Outgoings shall be suspended for any period during which the Premises cannot
be used due to that damage and if the Premises is still useable under the Lease but its useability is diminished due to the damage,
the Lessee’s liability to pay Base Rent attributable to any period during which useability is diminished shall be reduced
in proportion to the reduction in useability caused by the damage;


 




    	8



    	 



    

  


(b)          given
the nature of the operations of the Lessee being the manufacture of pharmaceutical products and the in recognition of the significant
restriction the Lessee has in establishing alternative promises form which to manufacture, the Lessor must take all reasonable
steps to expeditiously reinstate the full useability of the premises for the Lessee’s specified purpose; unless;


 


(c)          the
Lessee notifies the Lessor that the Lessor’s reinstatement of the premises is commercially unviable for the Lessee taking
account of the impact on the Lessee’s business and therefore the Lessee may provide three (3) months notice of termination
of the Lease.


 


7.2          Determination
of Lease


 


(a)          If
the Lessee exercises its rights under clause 7.1(c), the Lessee must sign a surrender of this Lease in registrable form and
deliver it to the Lessor.


 


(b)          Any
termination pursuant to this Section shall be without prejudice to the rights of either party in respect of any antecedent breach
matter or thing.


 


8.          OPTION
FOR RENEWAL AND HOLDING OVER


 


If the Lessee desires a lease
of the Premises for the further term set out in Item 8 of the Appendix and gives to the Lessor not more than twelve (12) and
not less than three (3) months’ notice in writing to that effect prior to the expiration of the Term then (providing the
Lessee is not in default of its obligations under this lease and provided that any Guarantor under this Lease covenants to continue
their Guarantee of the obligation of the Lessee), the Lessor must grant to the Lessee a lease of the Premises for the further term
commencing on the day following the date of expiration of the Term. The commencement date of the further lease shall be deemed
to be a Market Review Date and the Base Rent of the further lease shall be determined accordingly. Any further lease shall be on
the same terms and conditions as this Lease except that:


 


(a)          (Multiple
Options): if the number of options specified in item 8A of the Appendix is:


 


(i)          one,
then this clause 8 and item 8 and item 8A of the Appendix are deleted; or


 


(ii)         greater
than one, then the number of options in item 8A of the Appendix Is reduced by one and Item 8B is deleted and replaced
by item 8C and item 8C is deleted;


 


(b)          (Variables):
Items 3, 4A, 4B, 4C, 5A and 5B of the Appendix are changed to incorporate the terms of the further lease set out in item 8
of the Appendix; and


 




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(c)          (Update):
Items 10, 11 and 12 of the Appendix are amended in accordance with the reasonable requirements of the Lessor.


 


8.2          Holding
Over


 


Should the Lessee with the consent
of the Lessor continue to occupy the Premises beyond the expiration of the Term then the tenancy shall continue as a tenancy from
month to month commencing on the day following that on which this Lease expires at a rental equal to one-twelfth of the Base Rent
determined in accordance with Clause 4.1 of this Lease as though the date of expiry of the Lease was a Market Review Date
and otherwise on the same terms and conditions as are contained in this Lease with the exception of any option for a further term.


 


9.          USE
OF THE PREMISES


 


9.1          Permitted
Use


 


The Lessee shall not without the
written consent of the Lessor:


 


(a)          use
the Premises for any purpose other than the Permitted Use;


 


(b)          use
the Premises for storage and/or cooking of food unless the same takes place in proper storage and/or kitchen facilities constructed
to standards approved by the Lessor;


 


(c)          interfere
with any drain, water supply, gas, electrical, plumbing or other services contained in or about the Premises or any of the appurtenances
in the Premises;


 


(d)          install
any electrical equipment in the Premises that overloads the cables, switchboard or sub-boards through which electricity is conveyed
to the Premises. If the Lessor grants such consent the Lessee shall comply with the requirements of clause 11.2 of this Lease
in respect of same;


 


(e)          sleep
on the Premises nor use it for residential purposes;


 


nor permit any of the above things
to be done.


 


9.2          No
Obstruction


 


The Lessee shall not cover or
obstruct or permit to be covered or obstructed in any manner the windows, sky-lights, ventilating shafts, air inlets or outlets
which reflect or admit light or enable air to flow into or out of the Premises or the Building PROVIDED THAT this prohibition shall
not extend to the proper use of standard type curtains (if any) fitted with the approval of and without cost to the Lessor and
to curtains and blinds fitted by the Lessor.


 




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9.3          No
Noxious Use


 


The Lessee shall not carry on
or permit to be carried on upon the Premises any noxious noisome illegal immoral or offensive act trade, business or occupation.


 


9.4          Not
to breach Strata By-Laws


 


The Lessee shall not do or permit
on the Premises anything which breaches strata by-laws.


 


9.5          Not
Incur Notices


 


The Lessee shall not make any
use of the Premises or permit to be done on the Premises anything (including without limitation the installation or use of any
machines or the employment of any persons) whereby any Authority may or may be entitled to issue any notice requiring alterations
additions or repairs to be made to the Premises or to the Building.


 


9.6          Approval
of Authorities


 


The Lessee shall not use or occupy
the Premises for any purpose (even though approved by the Lessor) unless such use and occupation has previously been approved by
the relevant Authorities.


 


9.7          Radio
or Television Aerials etc.


 


The Lessee will not without the
consent in writing of the Lessor erect or place upon the Premises or the Building any radio or television aerial or antenna, loudspeakers
or screens or similar equipment nor use or permit to be used any radio, gramophone television or other equipment which is likely
to be heard or seen from outside the Premises.


 


9.8          Keys


 


The Lessee shall return to the
Lessor on the determination of this Lease all keys for the Premises whether they have been supplied by the Lessor or otherwise
acquired by the Lessee and shall not permit the same at any time to come into the possession of any person other than the Lessee.
The Lessee shall not alter the combination of any locks of the Premises. The Lessee shall keep all doors and windows securely fastened
when the Premises is unoccupied.


 


10.         CLEANING,
REPAIR, ETC.


 


10.1        Lessee
to Keep Premises Clean etc


 


Without limiting the generality
of clause 11.1, the Lessee shall at the Lessee’s expense:


 




    	11



    	 



    

  


(a)          keep
the Premises and immediate surroundings and the exterior and interior portions of all windows, doors and all other glass or plate
glass in a neat, tidy and clean condition;


 


(b)          control
any pest infestation occurring within the Premises and if required by the Lessor engage a pest exterminator approved by the Lessor;


 


(c)          repair
or where appropriate replace heating, lighting, electrical or plumbing fittings installed in the Premises which are broken or damaged
by the Lessee or the Lessee’s Employees and Visitors;


 


(d)          keep
and maintain the waste pipes, drains and conduits originating within the Premises in a clean, clear and free flowing condition
between their points of origin and their entry into any trunk drain.


 


10.2        Breakages


 


The Lessee shall at the Lessee’s
expense immediately make good any breakage, defect or damage to the Premises (including but not limited to broken glass) or to
the Building or any appurtenance thereof, which is caused by the Lessee or the Lessee’s Employees and Visitors or other persons
claiming under the Lessee.


 


11.         REPAIRS,
ALTERATIONS, MAINTENANCE, ETC.


 


11.1        To
Keep and Yield Up in Good Repair, etc.


 


(a)          The
Lessee shall keep the Premises in good and tenantable repair and condition excepting for fair wear and tear and excluding war damage
and damage by fire, explosion earthquake, aircraft, flood, inundation, tempest, Act of God, riot and civil commotion excepted where
any insurance moneys are irrecoverable through the act, neglect, default, or misconduct of the Lessee or the Lessee’s Employees
and Visitors.


 


(b)          At
the expiration or sooner determination of the Lease the Lessee shall yield up the Premises in such repair and condition as set
out at clause 11.1(a) and remove the Lessee’s Plant (making good any damage caused by such removal) taking account of
fair wear and tear and excepting that:


 


(i)          the
Lessee shall not be required to effect any repairs to the Premises of a structural or capital nature nor repairs that are occasioned
by any inherent defect of the Premises or the Building;


 


(ii)         the
Lessee need only reinstate the services to the Premises so that they conform to the standard of the services prevailing immediately
prior to the initial occupation of the Premises by the Lessee.


 




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11.2        Alterations
to Premises


 


(a)          The
Lessee shall not make or permit to be made any structural alterations to the Premises or the services to the Premises without the
prior written approval of the Lessor which approval shall not be unreasonably withheld and the following provisions will apply
to the proposed works (“the Works”):


 


(i)          The
Lessee must submit to the Lessor detailed drawings and specifications of the Works prepared by qualified consultant.


 


(ii)         The
Works must be carried out at the cost of the Lessee by qualified contractors or tradesmen.


 


(iii)        The
Works shall be carried out in a proper and workmanlike manner.


 


(iv)        The
Lessee shall obtain from any Authority all approvals or permits necessary to enable the Works to be lawfully effected and shall
produce to the Lessor copies of all such approvals and permits before the proposed Works are commenced.


 


(v)         Upon
completion of the Works the Lessee must provide to the Lessor a certificate by a consultant certifying that the Works have been
carried out in accordance with the drawings and specifications provided to the Lessor. The Lessee shall produce to the Lessor all
certificates of compliance issued by any Authority and one complete set of “as built” plans for the Works.


 


(b)          The
Lessor shall not be obliged to consent to any alterations, installations or additions which would be likely to overload the services
to the Premises or the Building.


 


(c)          The
Lessee shall indemnify and hold indemnified the Lessor from and against all claims, demands, actions, suits, judgments, orders,
decrees, damages, costs, losses (including loss of rents) which the Lessor may suffer or incur in connection with the construction
or installation of the Works or the failure of the Lessee to comply with this clause.


 


(d)          The
Lessee shall on the expiration of Lease reinstate the Premises to the condition in which they were before the Works were effected.


 


(e)          The
Lessee may carry out non structural alterations to the Premises without the consent of the lessor providing:


 


(i)          they
are carried out in a proper and workmanlike manner and in accordance with the requirements (if any) of any Authority or body corporate;
and


 


(ii)         unless
the Lessor otherwise requires such alterations must be removed at the expiration or sooner determination if the lease and the Premises
reinstated to at least the condition prior to those alterations being carried out.


 




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11.3        Lessor
May Enter Premises


 


The Lessor shall have the right
for itself or its agents servants or workmen upon reasonable notice and at reasonable times (except in the case of an emergency
where no notice shall be necessary) to enter the Premises:


 


(a)          To
carry out any works, repairs, alterations or additions which the Lessor may require be done to the Premises, the Building or any
buildings adjacent thereto and to exercise the powers of the Lessor under this Lease PROVIDED THAT such works shall be carried
out so far as possible without undue interference to the occupation of the Premises by the Lessee;


 


(b)          To
view the state of repair and condition of the Premises and ascertain whether or not there has been a breach of any of the covenants
and conditions contained or implied in this Lease and to serve upon the Lessee a notice of any breach of this Lease;


 


(c)          To
do such repairs as the Lessor requires if the Lessee fails to undertake any repairs specified in a notice served upon the Lessee;


 


(d)          To
comply with the terms of any Statute affecting the Premises or the Building or with any notice served upon the Lessor or Lessee
by any Authority which the Lessee may not be bound to comply with or, if bound may neglect to do PROVIDED THAT any works shall
be carried out by the Lessor as far as possible without undue interference to the occupation of the Premises by the Lessee;


 


(e)          In
the case of the Building or the Premises being damaged or destroyed, for the purpose of rebuilding or making them fit for the occupation
of the Lessee or other occupiers;


 


(f)          To
inspect and carry out any work to service ducts, service cupboards, walls, floors or ceilings in or access to which is gained from
the Premises, or, to any water, gas, electrical, telephone, plumbing, air-conditioning equipment, sprinkler system or other services
to the Building PROVIDED THAT the Lessor shall carry out all such inspections and work as expeditiously as possible and shall make
good any damage to the Premises caused thereby;


 


(g)          To
maintain, repair, install in or under the Premises any poles, masts, posts, drains, conduits, pipes, mains, ducts, cables, electric
or other wires which may be required for any existing or future service to the Building.


 


12.         INDEMNITY


 


12.1        Indemnity
Against Loss and Damage to Property/Personal Injury


 


The Lessee indemnifies and shall
keep indemnified the Lessor from and against all loss, damage, costs, charges, actions, claims, penalties and demands sustained,
recovered or made against the Lessor or any of the Lessor’s servants, contractors or agents:


 




    	14



    	 



    

  


(a)          with
respect to the Premises, the Building and all property of the Lessor or any other person in the Building caused by the Lessee’s
use and occupation of the Premises or by the acts, omissions, or negligence of the Lessee or the Lessee’s Employees and Visitors;


 


(b)          by
reason of the negligent or careless use, misuse waste or abuse of water gas or electricity or faulty fittings and fixtures of the
Lessee or as a result of damage to the environment and/or disposal of waste by the Lessee or the Lessee’s Employees and Visitors;


 


(c)          by
any person for any injury such person may sustain when using or near the Building, whether in the occupation of the Lessor, the
Lessee or any other person, where such injury arises as a result of the acts, omissions or negligence of or as a result of the
creation of some dangerous thing or state of affairs by the Lessee or by the Lessee’s Employees and Visitors and whether
or not the existence of such dangerous thing or dangerous state of affairs was or ought to have been known to the Lessor;


 


except to the extent such losses,
damages, costs, charges, actions, claims, penalties and demands are caused by the default or negligence of the Lessor or the Lessor’s
servants or agents.


 


12.2        Release


 


The Lessee agrees to occupy and
use the Premises at its own risk. The Lessee hereby releases to the full extent permitted by law the Lessor and its contractors,
servants and agents from all claims and demands of every nature resulting from:


 


(a)          any
accident, damage, death or injury occurring in the Premises or in the Building;


 


(b)          any
injury, damage or loss that the Lessee and the Lessee’s Employees and Visitors suffer by reason of any fault in the construction
of the Building or the Lessor’s fixtures and fittings or apparatus in the Building or by reason of the state of repair of
the Building;


 


(c)          loss
or damage to any property of or in the possession of the Lessee and contained in or about the Premises occasioned by water, heat,
fire, electricity, vermin, explosion, tempest, bursting pipes or by the entry of water from any source whatsoever (without limitation
from the water supply, any sprinkler system or other apparatus, from the roof, walls, gutters, downpipes, fire equipment, or arising
from any defect in the gas, water electricity or air-conditioning) or for any loss of profits resulting from such damage;


 


except to the extent that such
loss or damage is caused by negligence of the Lessor.


 




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13.         INSURANCE


 


13.1        Insurances


 


The Lessee at all times during
the continuance of this Lease shall effect and keep current:


 


(a)          a
public risk insurance policy in an amount not less than the amount referred to in Item 10 of the Appendix in the names of
the Lessor and the Lessee for their respective interests;


 


(b)          a
policy insuring all plate glass windows, doors and display showcases upon the Premises in the joint names of the Lessor and the
Lessee and in such amount (not being less than the fully insurable value and where applicable on a full replacement and/or reinstatement
basis) against such risks as the Lessor may require;


 


(c)          a
policy insuring all additions to the Premises carried out by the Lessee, all property, trade and tenant’s fixtures and all
stock-in-trade at the Premises against loss or damage by or in consequence of explosion, fire, flood, lightning, storm and tempest
and damage caused by sprinkler leakage or usage (and other usual and necessary risks against which a lessee can and does ordinarily
insure) in the full replacement value thereof;


 


(d)          a
workers’ compensation insurance policy of unlimited cover in respect of all workers for whom the Lessee may at any time be
responsible to pay workers’ compensation.


 


13.2        Application
of Insurance Moneys


 


The Lessee will immediately apply
for and expend the moneys received by such insurances in restoring, replacing, repairing or reinstating all things damaged and
if such moneys shall be insufficient the Lessee will pay the balance out of its own money.


 


13.3        Policies


 


(a)          All
policies of insurance required to be effected by the Lessee under this Lease are to be with an insurer reasonably acceptable to
the Lessor and shall be for such amounts and cover such risks and contain such conditions, endorsements and exclusions as are reasonably
required by the Lessor from time to time including an endorsement that the policy will not be cancelled until alter 14 days’
written notice to the Lessor.


 


(b)          Duplicate
or certified copies of the policies and all renewal certificates, endorsement slips and receipts (or other proof of payment to
the Lessor’s satisfaction) are to be lodged with the Lessor within seven (7) days of the Commencing Date and no later than
each anniversary date of each policy and at such other times when reasonably requested by the Lessor.


 


(c)          All
premiums in respect of all such policies (or renewals) and any associated expenses are to be paid punctually by the Lessee.


 




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13.4        Lessee
Not to Void Insurances


 


The Lessee shall not keep or do
or permit to be kept or done any act or thing upon the Premises which shall or may increase the rate of, vitiate, or render void
or voidable or conflict with any fire or other insurances on the Premises or the Building or on any property therein or contravene
any Statute or the regulations or ordinances of any Authority.


 


13.5        Excess
on Lessor’s Insurance


 


The Lessee shall pay to the Lessor
upon demand all extra or excess premiums and other charges (if any) for insurances effected by the Lessor payable on account of
extra risk caused directly by the use or occupancy of the Premises by the Lessee.


 


13.6        Fire
and other Regulations


 


During the Term the Lessee will
comply with all requirements from time to time of any Authority, the Insurance Council of Australia, and the proper requirements
of any interested Insurer in relation to the position of partitions erected by the Lessee within the Premises and the position
of sprinklers and other fire prevention equipment and installations (including alarms). The Lessee will pay the costs of any alterations
to such sprinkler and fire prevention equipment and installations (including alarms) which are required by reason of the non-compliance
by the Lessee with the provisions of this clause.


 


14.         ASSIGNMENT
AND SUB-LETTING


 


14.1        Subject
to Lessor’s Consent


 


The Lessee may grant a sub-lease,
transfer or assign the Lease of the Premises by obtaining the written consent of the Lessor which consent shall not be withheld
if:


 


(a)          the
Lessee proves to the reasonable satisfaction of the Lessor that the proposed assignee or sub-lessee is a respectable, responsible
and solvent person capable of duly and punctually observing and performing the Lessee’s obligations under this Lease and
adequately carrying on the business proposed to be carried on in the Premises;


 


(b)          the
Lessee pays to the Lessor the Lessor’s reasonable costs and disbursements of and incidental to the giving of its consent
(including but not limited to legal costs and the Lessor’s administrative costs) whether or not the proposed assignment or
sub-lease proceeds to completion;


 


(c)          all
rental and other moneys due at the date of the assignment or sub-lease are paid by the Lessee and there shall not then be any existing
unremedied breach of the terms, covenants and conditions contained in this Lease;


 


(d)          in
the case of an assignment or transfer:


 




    	17



    	 



    

  


(i)          the
Lessee enters into a deed in the form reasonably required by the Lessor under which the Lessee releases the Lessor from all claims
against the Lessor in any way arising from this Lease;


 


(ii)         the
proposed assignee enters into a covenant with the Lessor in the form reasonably required by the Lessor providing (without limitation)
that the assignee will duly perform and keep the covenants and agreements on the Lessee’s part contained in this Lease;


 


Other than as provided in this
clause and clauses 14.2 and 14.3 the Lessee may not otherwise deal or part with possession of its interest in the lease.


 


14.2        Corporate
Lessee


 


Any change in the shareholding
of the Lessee (where the Lessee is not a Public Company whose shares are listed on a Stock Exchange in Australia) whereby the control
of the Lessee shall be altered shall be deemed to be an assignment by the Lessee of its interest in this Lease.


 


14.3        Not
to Mortgage or Charge


 


The Lessee shall not mortgage,
charge or otherwise encumber in any way any estate or interest in the Premises without first obtaining the consent in writing of
the Lessor such consent not to unreasonably withheld excepting that the Lessor shall not be required to execute any lessee’s
waiver consent form unless it is in a form approved by the Lessor and the Lessee shall pay the Lessor’s solicitors costs
in respect of such consent (including but not limited to the Lessor’s legal and administrative costs).


 


15.         LESSEE’S
DEFAULT


 


15.1        Events
and Consequences


 


If:


 


(a)          the
whole or any part of Base Rent or the Lessee’s Outgoings shall be unpaid and in arrears for thirty (30) days after any of
the due dates for payment; or


 


(b)          the
Lessee shall fail to observe or perform any of the other terms covenants and conditions contained in this Lease on the part of
the Lessee within thirty (30) days after service of a notice by the Lessor (or such longer period as the Lessor shall determine)
on the Lessee requiring such observance or performance; or


 


(c)          the
Lessee enters into liquidation or an order is made or a resolution is effectively passed for the winding up of the Lessee (except
for the purpose of reconstruction or amalgamation with the prior written consent of the Lessor which consent shall not be unreasonably
withheld); or


 




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(d)          if
the Lessee becomes an insolvent under administration as defined in the Corporations Act 2001 (Corporations Law); or


 


then the Lessee shall be deemed
to have made a default under this Lease.


 


15.2        Lessor’s
Rights In Default


 


If the Lessee shall have made
default as specified in clause 15.1 the Lessor may by notice in writing to the Lessee demand the rectification of the default
or demand payment within five (5) days of all monies owing to the Lessor that remain unpaid. If the Lessee or any administrator
or manager then appointed to the Lessee fails to rectify the default or make payment of the demanded sum the Lessor may terminate
the Lease without further notice and the Lessee will be required to vacate the premises and yield up the premises pursuant to clause 11.1
within fourteen (14) days.


 


15.3        Liquidated
Debt


 


If the Lessee shall fail to pay
any moneys under this Lease to any person other than the Lessor or if the Lessee shall fail to perform any covenant contained or
implied in this Lease, the Lessor may on giving 3 days prior notice at its option as the agent of the Lessee make any such payment
or do any acts, things and works as may be necessary to perform such covenants and the full amount of any payments made shall constitute
a liquidated debt due and owing by the Lessee to the Lessor and shall be paid on demand by the Lessor (without deduction or right
of set off).


 


15.4        Interest


 


The Lessee shall pay to the Lessor
interest at the Interest Rate on any moneys due but unpaid for thirty (30) days by the Lessee to the Lessor on any account whatsoever
such interest to be computed from the due date for payment of moneys in respect of which the interest is chargeable until payment
of such moneys in full and which interest shall be recoverable in same manner as rent in arrears.


 


15.5        Essential
Provisions and Damages


 


(a)          The
following covenants are essential terms of this Lease:


 


(i)          The
covenant to pay the Base Rent throughout the Term at a date not later than thirty (30) days after the due date for the payment
of each monthly instalment of Base Rent;


 


(ii)         Clause 7


 


(iii)        Clause 8


 


(iv)        Clause 9.1(a);


 


(v)         Clause 11.1;


 




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(vi)        Clause 14,


 


although other covenants may also
be essential terms of this Lease.


 


(b)          Both
Parties covenants to compensate the other Party and the other Party is entitled to recover damages in respect of any breach of
an essential term of this Lease. The entitlement under this clause is in addition to any other remedy or entitlement available
to the non-breaching Party.


 


(c)          The
Lessor’s entitlement to recover damages shall not be affected or limited by any of the following:


 


(i)          If
the Lessee shall abandon or vacate the Premises;


 


(ii)         If
the Lessor shall elect to re-enter or to terminate the Lease;


 


(iii)        If
the Lessor shall accept the Lessee’s repudiation;


 


(iv)        If
the parties’ conduct shall constitute a surrender by operation of law.


 


(d)          The
Lessor shall be entitled to institute legal proceedings claiming damages against the Lessee in respect of the entire Term of this
Lease including the period before and after the Lessee has vacated the Premises and before and after the abandonment, termination,
repudiation, acceptance of repudiation or surrender by operation of law referred to in subclause (d) whether the proceedings
are instituted either before or after such conduct.


 


15.6        Mitigation
by Lessor


 


In the event of the Lessee vacating
the Premises (with or without the Lessor’s consent) the Lesser shall take all necessary steps to mitigate its damages and
to endeavour to lease the Premises at a reasonable rent and on reasonable terms. The Lessor’s conduct taken in pursuance
of the duty to mitigate damages shall not by itself constitute acceptance of the Lessee’s breach or repudiation or a surrender
by operation of law.


 


15.7        Power
of Attorney


 


The Lessee irrevocably nominates
constitutes and appoints the Lessor to be the true and lawful attorney of the Lessee to execute on behalf of and in the name of
the Lessee a surrender of this Lease and if necessary the withdrawal of any caveat registered by the Lessee against the Premises,
and to do all such things and sign all documents as may be necessary to obtain registration thereof PROVIDED THAT such power shall
not be exercised unless and until the right of re-entry shall have become exercisable in accordance with the powers of the Lessor
contained or implied in this Lease (sufficient proof of such power shall be the declaration of any officer of the Lessor duly authorised
by the Lessor in that behalf).


 




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15.8        Lessee
not to Cause Rent Reduction


 


The Lessee shall not without the
written consent of the Lessor reduce or diminish directly or indirectly the rent reserved or impose or permit to be imposed on
the Lessor any liability of the Lessee under this Lease even though entitled to do so by any Statute or otherwise.


 


16.         COVENANTS
BY THE LESSOR & OPERATION OF PLANT


 


16.1        Rates
and Taxes


 


The Lessor shall pay all rates
taxes and assessments charged upon the Land in the first instance except those that the Lessee is obliged to pay.


 


16.2        Quiet
Enjoyment


 


Subject to any reservations contained
in this Lease, upon the Lessee complying with its covenants contained in this Lease, the Lessee may peaceably occupy the Premises
without any interruption or disturbance from the Lessor.


 


17.         HEADLEASE
AND OTHER RESERVATIONS


 


17.1        Powers
of Entry etc.


 


(a)          The
Lessee will at all times during the Term permit the Lessor and any person having any estate or interest in the Land superior to
or concurrent with the Lessor to exercise the Lessor’s lawful rights or obligations in relation to this Lease.


 


(b)          If
a person other than the Lessor becomes entitled to receive the rents reserved by this Lease, the Lessee agrees that such person
shall have the benefit of all covenants and agreements on the part of the Lessee under this Lease and the Lessee at the cost of
the Lessor will enter into a covenant with such other person in that regard upon such terms and conditions as the Lessor may reasonably
require.


 


18.         SUPPLY
OF ELECTRICITY, GAS AND OTHER SERVICES


 


18.1        Payment
for Services


 


The Lessee shall pay all charges
for gas electricity oil and water consumed on the Premises, any telephone services connected to the Premises and all other charges
and impositions imposed by any Authority for any service separately supplied to the Premises (including the removal of trade waste).


 




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19.         ADDITIONAL
COVENANTS BY THE LESSEE


 


19.1        Compliance
with Notices


 


Subject to the provisions of clause 11.2
of this Lease, the Lessee shall comply promptly with at its own expense, all Statutes and notices received from any Authority with
respect to the Premises PROVIDED THAT the Lessee shall not be obliged to carry out structural works required by any Statute or
Authority unless the same shall be required by the use and occupancy of the Promises by the Lessee or by reason of any alterations
to the Premises carried out by or on behalf of the Lessee.


 


19.2        Exhibition
of Premises


 


Within six (6) calendar months
immediately preceding the expiration of the Term the Lessee shall allow prospective tenants or occupiers at all reasonable times
to inspect the Premises and allow the Lessor to exhibit a notice on the Premises or the Land Indicating that the Premises are to
become available for letting.


 


19.3        Signage


 


The Lessee will not place or allow
to be placed on the Premises or the Building any sign, light, name, awning, canopy, decoration, lettering or advertising matter
or other thing (“Signage”) and will not erect any Signage which is visible from any adjoining premises, the
street, from any other building or the Land without first obtaining the written approval of the Lessor such approval not to be
unreasonably withheld. The Lessor shall not unreasonably withhold approval in respect of a sign or notice which reasonably identifies
the Lessee, the nature and location of the Lessee’s business or products, and which complies with the Lessor’s reasonable
requirements. The Lessee shall maintain any Signage as may be approved in good condition and repair at all times.


 


19.4        Remove
Lettering and Signage


 


Prior to the date of expiration
or sooner determination of this Lease the Lessee at its expense shall remove all Signage, lettering or distinctive marks put by
the Lessee or by the Lessor on the Premises or the Building and shall make good any damage or disfigurement caused by reason of
such removal.


 


19.5        Comply
With Rules and Regulations


 


The Lessee shall observe and shall
cause the Lessee’s Employees and Visitors to observe the Rules and Regulations.


 


19.6        Notice
of Damage


 


Should any damage occur to the
Premises or should any accident to or breakage or defects In the water pipes, electric light, wiring, air conditioning ducts or
other fixtures or fittings, occur or should the Lessee receive any notice from any Authority with respect to the Premises, the
Lessee shall immediately give notice thereof in writing to the Lessor.


 


19.7        Infectious
Illnesses


 


Should any infectious illness
transpire in or about the Premises the Lessee shall immediately give notice thereof in writing to the Lessor and thoroughly fumigate
and disinfect the Premises at its own expense and to the satisfaction of the local health officer.


 




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19.8        Floor
Loadings


 


The Lessee shall not place or
keep any heavy articles or goods in the Premises except of such weight and in such places as shall first be approved by the Lessor
and all damage caused to the Building by the taking in or out of the Building any goods or other articles or during the time such
persons are in the Building shall be made good by the Lessee.


 


19.9        Pay
Costs


 


(a)          Each
party shall pay on its own costs of the preparation, negotiation and engrossment of this Lease.


 


(b)          The
Lessee agrees to pay on demand the Lessor’s reasonable costs, charges and expenses which are incurred in connection with:


 


(i)          the
stamping and registration of this Lease;


 


(ii)         the
obtaining of any consent from the Lessor, and from any head lessor, mortgagee or other person, which is required under this Lease;


 


(iii)        any
breach or default by the Lessee under this Lease;


 


(iv)        the
exercise or attempted exercise by the Lessor of any right, power, privilege, authority or remedy, against the Lessee or against
any Guarantor, to enforce the Lessee’s obligations under this Lease, or to terminate this Lease for the Lessee’s breach
or default;


 


20.         COMMON
AREAS


 


20.1        Common
Areas


 


(a)          The
Lessee shall have no rights in relation to the Common Areas except as set out in this Lease and the Lessor shall in no way be restricted
in the use or allocation of rights in relation to the Common Areas.


 


(b)          Subject
to the restrictions contained in this Lease, the Lessor shall permit the Lessee and all persons lawfully authorised by it in common
with others having the like rights to exercise and enjoy:


 


(i)          the
right to pass and repass on foot and without animals over and through all vestibules passages and stairways in the Common Areas;


 


(ii)         the
right to use, and adequate access to and from, the toilets washrooms and other facilities provided by the Lessor for the lessees
of any part of the Building;


 




    	23



    	 



    

  


(iii)        the
right to use the Common Areas in common with the Lessor and all other persons entitled to use the same subject to any restrictions
contained in this Lease.


 


20.2        Revocation
of Licence to Enter


 


The Lessor may at any time and
for such period as it shall think fit, revoke the licence of and restrain any person from entering or occupying any part of the
Building other than bona fide Lessee’s Employees and Visitors who make use of the same in accordance with this Lease. Without
in any way limiting the meaning of the term “bona fide” any person who has entered upon the Building in breach of the
provisions of this Lease and who having been notified of such breach shall commit a further breach of the provisions of this Lease
(whether of the same nature or not) shall be deemed not to be “bona fide”.


 


20.3        Use
of Appurtenances and Services


 


The Lessee shall not and shall
not permit the Lessee’s Employees and Visitors:


 


(a)          to
use the appurtenances, air conditioning and fire equipment contained in the Common Areas other than for the purpose for which they
were constructed nor place in the toilets urinals drains basins, sinks, light areas, lift shafts or tea rooms, any substances which
they were not designed to receive;


 


(b)          to
cause any obstruction in any of the Common Areas or interfere in any way with the occupiers of them;


 


and shall use proper endeavours
to prevent the occurrences mentioned above.


 


20.4        Reservation
to Lessor


 


The Lessor reserves unto itself
and persons claiming through or authorised by it the use of exterior walls and the roof of the Building; the uninterrupted passage
of all pipes, cables, conduits and wires through the Premises; the running of water, air, electricity, sewerage, drainage, gas
and other services through such pipes cables, conduits and wires and the right to enter upon the Premises for all such purposes
provided that in exercising such rights the Lessor shall not interfere with the Lessee in its use and occupation of the Premises
more than is reasonably necessary.


 


21.         MISCELLANEOUS


 


21.1        No
Warranties


 


The Lessor does not expressly
or impliedly warrant that the Premises are now or will remain suitable or adequate for all or any of the purposes from time to
time of the Lessee and all warranties (if any) as to suitability and adequateness of the Premises implied by law are hereby expressly
negatived.


 




    	24



    	 



    

  


21.2        Items
in Appendix


 


Each reference in the Lease to
any of the Items in the Appendix shall be construed to incorporate the data stated under that Item.


 


21.3        Rules
and Regulations


 


The Lessor may promulgate Rules
and Regulations and reserves the right from time to time to amend cancel or suspend all or any of the Rules and Regulations as
the Lessor may require for the management safety care or cleanliness of the Building, for the preservation of good order therein
or for the convenience of the Lessee and/or the other tenants of the Building, and all such amendments and additions shall bind
the Lessee when notice thereof shall have been given to it in writing by the Lessor or the Building Manager. If there shall be
any inconsistency between the provisions of the Lease and the provisions of the Rules and Regulations the provisions of the Lease
shall prevail. The Lessee agrees that the Lessor shall not be liable for any non-enforcement of any of the Rules and Regulations.


 


21.4        Agents


 


The Building Manager will represent
the Lessor in all matters relating to the Lease except insofar as the Lessor otherwise directs. Any communication from the Lessor
shall to the extent of any inconsistency supersede any communication from the Building Manager.


 


21.5        Notices


 


(a)          For
the purpose of this clause “notice” means a notice, or other document in writing, consent, approval or other communication
under this Lease and the address of a party is that set out below that party’s name in the relevant Item in the Appendix
or such other address of which that party may from time to time give notice to each other party.


 


(b)          Any
notice served or given by the Lessor under this Lease shall be valid and effectual if served or given under the Common Seal of
the Lessor or by any Director or Attorney or Manager or Secretary for the time being of the Lessor or the Building Manager or the
Lessor’s solicitor.


 


(c)          Any
notice or other document or writing required to be served delivered or given under this Lease may be served delivered or given
in any manner mentioned in Section 170 of the Conveyancing Act, 1919 as amended and also may be served on the Lessee by:


 


(i)          enclosing
the same in a properly stamped envelope addressed to the Lessee at its place of business or residence last known to the Lessor
and placed in a receptacle provided for that purpose by the postal authority for the time being; or


 




    	25



    	 



    

  


(ii)         facsimile
to the Lessee’s facsimile machine.


 


(d)          A
notice given to a party in accordance with this clause is treated as having been given and received if delivered, on the day of
delivery if delivered before 5.00 pm on a Business Day, otherwise on the next Business Day or if sent by pre-paid mail, on
the third Business Day after posting or if sent by facsimile on production of a transmission report by the machine from which the
facsimile was sent in its entirety to the facsimile of the recipient.


 


21.6        Consents


 


In any case where pursuant to
the Lease the doing or executing of any act matter or thing by the Lessee is dependant upon the consent or approval of the Lessor
such consent or approval may be given conditionally or unconditionally or withheld by the Lessor in its absolute uncontrolled discretion
unless otherwise provided in this Lease.


 


21.7        Waiver


 


No consent or waiver express or
implied by the Lessor to or of any breach of any covenant, obligation or provision in this Lease contained or implied shall operate
as a consent to waiver of another breach of the same or of any other covenant, obligation or provision in this Lease contained
or implied.


 


21.8        Whole
Agreement


 


The Lessee agrees that the covenant,
terms, agreements and conditions of this Lease contain the whole of the agreement and conditions between the Lessor and the Lessee
and that no further or other covenants, agreements conditions or terms whether in respect of the Premises or otherwise shall be
deemed to be implied in this Lease or to arise between the parties by way of collateral or other agreement.


 


21.9        Severance
of Invalid Clauses


 


If any provision in this Lease
or the application of that provision to any person or circumstance is or becomes invalid or unenforceable, then the remaining provisions
of this Lease are not affected and are valid and enforceable.


 


21.10       Lessee’s
Covenants


 


Where in this Lease the Lessee
covenants undertakes or agrees to perform or to refrain from doing or carrying out some act or thing, such covenant undertaking
or agreement shall be construed as including a provision that the Lessee shall procure that the Lessee’s Employees and Agents
perform or refrain from doing such act or thing.


 




    	26



    	 



    

  


22.         BANK
GUARANTEE


 


22.1        Provision
of bank guarantee


 


Subject to clause 27, the
Lessee must on or prior to the Commencing Date provide the Lessor with an enforceable and irrevocable guarantee that must not contain
an expiry date and be expressed to be given in favour of the Lessor and all successors and assigns of the Lessor (“Bank
Guarantee”) given by a Bank approved by the Lessor (“Bank”) under which the Bank undertakes unconditionally,
on terms satisfactory to the Lessor in its absolute discretion, to pay to the Lessor and its successors and assigns on demand any
sum up to the amount specified in Item 11 of the Appendix (“Guarantee Amount”).


 


22.2        Appropriation


 


The Lessee irrevocably agrees
that the Lessor is entitled to claim up to the Guarantee Amount any time after the Lessee defaults under this Lease without reference
to the Lessee and even if the Lessee has instructed the Bank not to pay the Lessor. The Lessor’s exercise of its rights under
this clause or payment to the Lessor under this clause does not derogate from any other rights and remedies available to the Lessor
(whether at law or in equity) in relation to any default of the Lessee pursuant to this Lease.


 


22.3        Further
Bank Guarantee


 


(a)          If
a payment is made to the Lessor after a demand under this clause and/or after a review of Base Rent, then the Lessee must, within
fourteen (14) days of being notified by the Lessor, either provide a further Bank Guarantee to the Lessor on the same terms and
conditions as contained in this clause or reinstate the Bank Guarantee to the maximum amount of the Guarantee Amount. The Lessee
must ensure that the Guarantee Amount is maintained during the Term (including following a review of Base Rent).


 


(b)          In
the event that the Lessor transfers or assigns to any party its interest in the Land or in this Lease the Lessee must within seven
(7) days of being requested by the Lessor deliver to the Lessor a substitute bank guarantee on the same terms and conditions required
under clause 27.1 in favour of the transferee or assignee.


 


23.         GUARANTORS


 


23.1        Application


 


Where there is more than one Guarantor,
their liability is joint and several.


 


23.2        Extent
of Guarantee


 


In consideration of the Lessor
entering into this Lease at the request of the Guarantor, the Guarantor:


 


(a)          guarantees
to the Lessor:


 


(i)          payment
of all moneys payable by the Lessee; and


 


(ii)         the
performance by the Lessee of all other obligations;


 




    	27



    	 



    

  


under this Lease; and


 


(b)          indemnifies
the Lessor against any liability, loss, damage, expense or claim incurred by the Lessor arising directly or indirectly from any
breach of this Lease by the Lessee.


 


This indemnity does not merge
on completion, termination of repudiation of this Lease.


 


23.3        Principal
obligation


 


This guarantee and Indemnity is
a principal obligation of the Guarantor and is not collateral to any other obligation.


 


23.4        Liability
not affected


 


The liabilities of a Guarantor
are not affected by:


 


(a)          the
granting to the Lessee or to any other person of any time, waiver, indulgence, consideration or concession or the discharge or
release of the Lessee;


 


(b)          an
Insolvency Event of the Lessee, the Guarantor or any one of them;


 


(c)          reason
of the Lessor becoming a party to or bound by any compromise, assignment of property or scheme of arrangement or composition of
debts or scheme or reconstruction by or relating to the Lessee, the Guarantor or any other person;


 


(d)          the
Lessor exercising or refraining from exercising any of the rights, powers or remedies conferred on the Lessor by law or by any
contract or arrangement with the Lessee, the Guarantor or any other person or any guarantee, bond, covenant, mortgage or other
security; or


 


(e)          the
Lessor obtaining a judgment against the Lessee, the Guarantor or any other person for the payment of the moneys payable under this
Lease.


 


23.5        Continuing
guarantee


 


(a)          This
guarantee and indemnity will continue notwithstanding:


 


(i)          the
Lessor has exercised any of the its rights under this Lease including any right of termination;


 


(ii)         the
Lessee is wound up; or


 


(iii)        this
guarantee and indemnity is for any reason unenforceable either in whole or in part.


 


(b)          Continuing
guarantee and indemnity:


 




    	28



    	 



    

  


(i)          is
of a continuing nature and will remain in effect until final discharge of the guarantee or indemnity is given by the Lessor to
the Guarantor;


 


(ii)         may
not be considered wholly or partially discharged by the payment of the whole or any part of the amount owed by the Lessee to the
Lessor; and


 


(iii)        extends
to the entire amount that is now owed or that may become owing at any time in the future to the Lessor by the Lessee pursuant to
or contemplated by this Lease including any interest, costs or charges payable to the Lessor under this Lease.


 


23.6        Reinstatement
of rights of Lessor


 


If any payment made to the Lessor
by or on behalf of the Lessee or the Guarantor is subsequently avoided by any statutory provision or otherwise:


 


(a)          that
payment is to be treated as not discharging the Guarantor’s liability for the amount of that payment; and


 


(b)          the
Lessor and the Guarantor will be restored to the position in which each would have been and will be entitled to exercise all rights
which each would have had if that payment had not been made.


 


23.7        Recourse
to Guarantor


 


The Lessor can proceed to recover
the amount claimed as a debt or damages from the Guarantor without having instituted legal proceedings against the Lessee and without
first exhausting their remedies against the Lessee.


 


24.         STRATA
PLAN


 


24.1        As
the Premises is a lot on the Strata Plan, the following provisions shall apply:


 


(a)          this
Lease shall be subject in all respects to all easements, rights, reservations and powers contained in the Act;


 


(b)          the
Lessee and the Lessee’s permitted assigns, servants, employees, tenants, occupiers and invitees shall have the right in common
with the Lessor and the registered proprietors of all the other strata lots comprised in the Strata Plan and their respective assigns,
servants, employees, tenants, occupiers and invitees to use the Common Areas which are subject to the management and control of
the Owners Corporation;


 


(c)          the
Lessee shall comply with all by-laws and rules and regulations made by the Owners Corporation pursuant to its by-laws and the provisions
of the Act;


 




    	29



    	 



    

  


(d)          whenever
the Lessor’s consent or approval is required pursuant to any provisions of this Lease the Lessee shall, if necessary, obtain
the consent or approval of the Owners Corporation.


 


24.2        Where
repairs are carried out upon the Premises by or with the authority of the Owners Corporation pursuant to the provisions of the
Act, the Lessee shall;


 


(a)          assist
the Owners Corporation in the exercise of its duties;


 


(b)          pay
to the Owners Corporation any costs of repairs for which the Lessee is liable to the Owners Corporation pursuant to the provisions
of the Act;


 


(c)          pay
to the Lessor any amounts levied upon or required to be paid by the Lessor to the Owners Corporation for so much of the said repairs
as relate to the Premises and so much of the Common Areas as serve the Premises.


 


24.3        The
Lessee shall not, without the prior written consent of the Owners Corporation, do any act, matter or thing pursuant to the exercise
of the Lessee’s rights and obligations contained in this Lease or permit or allow the same to be done which shall or may;


 


(a)          increase
the rate of premium payable by the Owners Corporation under any policy of insurance taken out by the Owners Corporation in respect
of the Land;


 


(b)          invalidate,
avoid or suspend the operation of any such policy of insurance or otherwise prejudice the Owners Corporation’s rights under
any such policy.


 


24.4        The
Lessor at the request of the Lessee to request the Manager of the Strata Plan to rectify any breach of the Strata Plan Rules or
request any other occupier of premises within the Strata Plan to rectify a breach of the Strata Plan Rules so caused by them or
to request the strata manager procure any necessary repair to the Common Area that is effecting the Lessee.


 


25.         PAYMENT
OF GST


 


25.1        Lessee
to pay


 


The Lessee acknowledges that Base
Rent, and all other monetary sums referred to or calculated in accordance with this Lease are exclusive of GST (except where specifically
stated to the contrary). In so far as there is a taxable supply under or in connection with this Lease by either party who is liable
by law for any GST on any Primary Payment, the other party to whom the supply is made must pay the amount of the GST on the Primary
Payment.


 


25.2        Timing


 


Subject to sub-clause 27.4,
the amount in respect of any GST that a party is required to pay under clause 27.1 will be:


 


(a)          at
the same time; and


 




    	30



    	 



    

  


(b)          in
the same manner,


 


as the Primary Payment is required
in respect of which the GST relates.


 


25.3        Tax
Invoice


 


As a precondition of any payment
of an amount in respect of GST the supplier must issue to the other party a valid tax invoice on or before the date the relevant
Primary Payment is due.


 


25.4        Input
Tax


 


Any payment excludes any amount
of Input Tax in respect of which and to the extent that the supplier is entitled to a credit for the Input Tax under the law.


 


26.         TRUST
CLAUSE


 


26.1        Interpretation


 


All provisions of this Lease will
have effect and be applied subject to the clause, for the purpose of this clause:


 


(a)          “Obligations”
means all obligations and liabilities of whatsoever kind, undertaken or incurred by, or devolving upon Trustee as Lessor under
or in respect of this Lease or any deed, agreement or other instrument collateral to this Lease or given or entered into pursuant
to this Lease whether express or implied by statue or other legal requirements or arising otherwise howsoever.


 


(b)          “Assets”
includes all assets, property and rights of personal or any nature whatsoever.


 


(c)          “Constitution”
means the constitution of the Trust created by a deed dated 21 September 2005 (as amended from time to time).


 


(d)          “Trustee”
means Helion Properties Pty Limited ACN 114 693 926 or such party that replaces or is successor to the trustee for the time being.


 


(e)          “Trust”
means the Helion No 3 Trust.


 


26.2        Trustee’s
Capacity


 


The Trustee must carry out the
Obligations to the extent that the same are capable of being carried out by it as Trustee.


 




    	31



    	 



    

  


26.3        Trustee’s
Limitation of liability


 


The parties other then the Trustee
acknowledge that the Trustee shall in no circumstances be required to satisfy any liability of the Trustee arising under this Lease,
or for non performance or breach of any Obligations, out of any funds, properly or Assets other than the Assets under the Trustee’s
control and in its possession as and when they are available to the Trustee to be applied in exoneration for such liability PROVIDED
THAT if the liability of the Trustee is not fully satisfied out of the Assets of the Trust, the Trustee will be liable to pay out
of its own funds, property and Assets the unsatisfied amount of that liability but only to the extent that the liability arises
out of fraud, gross negligence or wilful misconduct by the Trustee in the performance of the Trustee’s duties as Trustee
of the Trust.


 


26.4        Acknowledgment


 


The parties acknowledge that:
and agree that no act or omission of the Trustee (including any related failure to satisfy any Obligations) will constitute fraud,
gross negligence or wilful misconduct of the Trustee for the purposes of this clause to extent to which the act or omission was
caused or contributed to by any failure of any party other than the Trustee.


 


26.5        No
authority to act for Trustee


 


No attorney, agent or other person
appointed in accordance with this Lease has authority to act on behalf of the Trustee in a way which exposes the Trustee to any
personal liability (except in accordance with the provisions of this clause), and no act or omission of such a person will be considered
fraud, gross negligence or willful misconduct of the Trustee for the purposes of this clause.


 


27.         NO
BANK GUARANTEE REQUIRED WHILE LESSEE IS PARNELL MANUFACTURING PTY LIMITED.


 


27.1        Notwithstanding
anything else in this Lease, while Parnell Manufacturing Pty Limited is the Lessee and not in breach of this Lease, the Lessee
is not required to provide a Bank Guarantee under clause 22 except that if there is a change in the shareholding of Parnell
Manufacturing Pty Limited from that which existed at the commencement of the initial lease term whereby control of Parnell Manufacturing
Pty Limited is altered, then this clause 27 does not apply and a Bank Guarantee is required pursuant to clauses 22.


 




    	32



    	 



    

  


THE APPENDIX


 


	ITEM 1	(Section 1)
	 	 
	Land:	All that land contained in 4/SP74248.
	 	 
	ITEM 2	(Section 1)
	 	 
	Premises:	Unit 4, 476-292 Gardeners Road, Alexandria
	 	 
	ITEM 3	(Section 3)
	 	 
	Base Rent:	$443,445.00 per annum plus GST
	 	 
	ITEM 4A	(Section 1)
	 	 
	Term:	Ten (10) Years
	 	 
	ITEM 4B	(Section 1)
	 	 
	Commencing Date:	1 January 2011
	 	 
	ITEM 4C	(Section 1)
	 	 
	Terminating Date:	31 December 2020
	 	 
	ITEM 5A	(Section 4.1)
	 	 
	Market Review Dates:	1 January 2014 and 1 January 2017
	 	 
	ITEM 5B	(Section 5.1)
	 	 
	CPI Review Dates:	Each anniversary of the Commencing Date not being a Market Review Date.
	 	 
	ITEM 6A	Not Used
	 	 
	ITEM 6B	Not Used
	 	 
	ITEM 7	(Section 6.1)
	 	 
	Lessee’s Proportion of Outgoings:	100% in respect of the Premises and pro-rata or on a strata unit-entitlement basis (as is appropriate) in relation to the Building and the Land
	 	 
	ITEM 8A	(Section 8)


 




    	Appendix - 1



    	 



    

 


 


	Option Terms:	Two (2) Options each of five (5) years
	 	 
	Item 8B	 
	 	 
	First Option:	Five (5) Years
	 	 
	Commencing Date:	1 January 2021
	 	 
	Terminating Date:	31 December 2025
	 	 
	Market Review Dates in Option Term:	Commencing at the date of Option Lease and on the third anniversary if the Commencing Date
	 	 
	CPI Review Dates in Option Term:	Each anniversary of the Commencing Date not being a Market Review Date
	 	 
	Item 8C	(Section 8)
	 	 
	Second Option:	Five (5) years
	 	 
	Commencing Date:	1 January 2026
	 	 
	Terminating Date:	31 December 2030
	 	 
	Market Review Dates In Option Term:	on the third anniversary of the Commencing Date and at the Commencing Date of each Option Lease granted under clause 8
	 	 
	ITEM 9	(Section 9.1)
	 	 
	Permitted Use:	Office, Laboratory, Showroom, Pharmaceutical Manufacturing and Warehouse
	 	 
	ITEM 10	(Section 13.1)
	 	 
	Public Risk Insurance:	$20,000,000.00
	 	 
	ITEM 11 

Bank Guarantee:	(Section 23)An amount equal to 12 months’ of Base Rent and Outgoings plus GST
	 	 
	ITEM 12	(Section 24)


 




    	Appendix - 2



    	 



    

 


 


	Security Deposit:	N/A
	 	 
	ITEM 13	(Section 25)
	 	 
	Guarantors:	Parnell Pharmaceutical Holdings Pty Ltd ACN 137 904 413
	 	 
	ITEM 14	 
	 	 
	Lessee’s Name and Address:	Parnell Manufacturing Pty limited ABN 46 138 251 582

Unit 6, 476 Gardeners Road, Alexandria
	 	 
	ITEM 15	 
	 	 
	Lessor’s Name and Address	Helion Properties Pty Ltd ACN 114 693 926

Unit 6,476 Gardeners Road, Alexandria


 




    	Appendix - 3



    	 



    

 


 


The Parties sign seal
and deliver this document as their Deed.


 


We certify this dealing
to be correct for the purposes of the Real Property Act, 1900.


 


	By Lessor:	 	 
	 	 	 
	EXECUTED BY HELION 	)	 
	PROPERTIES PTY LIMITED ACN 	)	 
	114 693 926 in accordance with s127 of the 

Corporations Act 2001:	
        )

        )
	27th June, 2011
	 	)	 
	 	 	 
	/s/ Alan Bell	 	 
	Director/Secretary	 	Director
	 	 	 
	Alan Bell	 	 
	Print Name	 	Print Name
	 	 	 
	By Lessee:	 	 
	 	 	 
	EXECUTED BY PARNELL 

MANUFACTURING PTY LIMITED	
        )

        )
	 
	ABN 46 138 251 582	)	27th June, 2011
	in accordance with s127 of the Corporations 

Act 2001:	
        )

        )
	 
	 	 	 
	/s/ Brad McCarthy	 	/s/ Robert Joseph
	Director/Secretary	 	Director
	 	 	 
	Brad McCarthy	 	Robert Joseph
	Print Name	 	Print Name
	 	 	 
	By Guarantor:	 	 
	 	 	 
	EXECUTED BY PARNELL 

PHARMACEUTICAL HOLDINGS	
        )

        )
	 
	PTY LTD ACN 137 904 413 in accordance 

with s127 of the Corporations Act 2001:	
        )

        )
	27th June, 2011
	 	)	 
	 	 	 
	/s/ Brad McCarthy	 	/s/ Robert Joseph
	Director/Secretary	 	Director
	 	 	 
	Brad McCarthy	 	Robert Joseph
	Print Name	 	Print Name