ANNEXURE A 1 1.

1 DEFINITIONS AND INTERPRETATION Defined Terms In the Lease: Acquirer means any person who is to acquire an interest in the Premises during the Term as a result of any dealing (including without limitation any transferee, mortgagee, chargee or lessee); Adjoining Land means that part of the Land adjoining and adjacent to the Premises; Anchor Tenant means Optus Mobile Pty Limited its successors and assigns, being the party with whom the Lessor first entered into a lease of the Premises; Building means the principal showroom, warehouse and office improvements erected on the Land; Business Day means any day in the State which is not a Saturday, Sunday or Public Holiday; Commencing Date means the date stated in Item 2; Co-occupant means a party with whom the Lessee shares possession of the Premises with the Lessors consent in accordance with clause 12; Expiry Date means the date stated in Item 3; Government Agency means any government or any governmental, semigovernment, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity; GST includes any replacement or subsequent similar tax; GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth); Insolvency Event means a person being in liquidation or provisional liquidation (as defined in the Corporations Act, 2001 (Cth) ) or analogous person appointed to it or any of its property, being taken under Section 459 F (1) of the Corporations Act for having failed to comply with a statutory demand, being unable to pay its debts or otherwise insolvent, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing its own affairs for any reason, taking any step that could result in the person becoming insolvent under administration (as defined in Section 9 of the Corporations Act), entering into a compromise or arrangement with or assignment for the benefit of, any of its members or creditors or any analogous event;

Page 3 of

Item means a numbered item in the Reference Schedule; Land means the land in the Certificate of Title referred to on the front page of the Lease; Lease means the lease or tenancy that exists between the Lessor and the Lessee in relation to the Premises of whatever nature and whether at law or in equity as evidenced in whole or in part by this document; Lessee means the lessee described on the front page of the Lease and its successors and assigns or, if the Lessee is a natural person, its executors, administrators and assigns; Lessee's Covenants means the covenants and agreements contained or implied in the Lease to be observed and performed by the Lessee; Lessees Equipment means any fixtures, fittings, additions, plant, machinery and equipment in the Premises whether installed or carried out by, belonging to or brought onto the Premises by the Lessee, its sub-tenants and licensees (as the case may be); Lessor means the lessor described on the front page of the Lease and its successors and assigns or, if the Lessor is a natural person, its executors administrators and assigns; Month means a calendar month; Notice Period means the period between 6 months and 3 months prior to each Termination Date; Permitted Use means the use described in clause ; Premises means the premises stated in Item 1; Radio Interference means the intended or unintended transmission of radio signals by any person other than the Lessee within the band that is licensed by the Lessee; Reference Schedule means the schedule attached to the Lease; Related Body Corporate where the Lessee is a holding company of another body corporate, a subsidiary of another body corporate or a subsidiary of a holding company of another body corporate means that other body corporate; Rent means the amount stated in Item 5; Sequential Lease means a lease to the Lessee of the Premises (other than the Lease) which is entered into at the same time as the Lease but which is for a period either before or after the Term; State means the State of the Commonwealth of Australia in which the Land is situated;

Page 4 of

Statute means any statute, regulation, proclamation, ordinance or by-law of the Commonwealth of Australia or the State and includes all statutes, regulations, proclamations, ordinances or by-laws varying consolidating or replacing them and all regulations, proclamations, ordinances and by-laws issued under that statute; Tax Invoice includes any document or record treated by the Commissioner of Taxation as a tax invoice or as enabling the claiming of an input tax credit for which an entitlement otherwise arises; and Term means the term of the Lease stated in Item 4 1.2 Interpretation In the Lease, unless the context otherwise requires: (a) (b) (c) (d) headings and underlinings are for convenience only and do not affect the interpretation of the Lease; words importing the singular include the plural and vice versa; words importing a gender include any gender; an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency; a reference to any thing includes a part of that thing; a reference to a part, clause, party, annexure, exhibit or schedule is a reference to a part and clause of and a party, annexure, exhibit and schedule to the Lease; where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next succeeding day which is a Business Day; where consent is required to be given under the Lease, unless otherwise expressly stated, such consent must not be unreasonably withheld or delayed; a reference to a party to a document includes that partys successors and permitted assigns; no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of the Lease or any part of it; and a covenant or agreement on the part of two or more persons binds them jointly and severally.

(e) (f)

(g)

(h)

(i) (j)

(k) 2

IMPLIED COVENANTS AND POWERS

Page 5 of

2.1

Exclusion of Implied Covenants The covenants, powers and provisions implied in leases by any law (including sections 84, 84A and 85 of the Conveyancing Act 1919 (NSW)) do not apply to this Lease.

2.2

Contravention of Statute - Severance Any provision of the Lease that is void, voidable, unenforceable or invalid because of any Statute must in any such case and to such extent be severed from the Lease, and the Lease must be read as though such provision did not form part of the Lease at that time.

3 3.1

TERM OF LEASE AND HOLDING OVER Term of the Lease The Term commences on the Commencing Date and expires on the Expiry Date, subject to the terms of the Lease.

3.2

Yearly Tenancy - Holding Over If the Lessee occupies the Premises after the Expiry Date (other than pursuant to the grant of a Sequential Lease) the Lessee must do so as a yearly tenant on the same terms and conditions as the Lease in so far as they apply to a yearly tenancy. Either party may end that tenancy on giving 12 months notice to the other. The Rent on the commencement date of any holding over period which is to be deemed an Adjustment Date within the meaning of clause 4.1 (b) and the Rent for the holding over period is to be adjusted in accordance with clause 4.1 (b).

4 4.1

PAYMENT Lessee to Pay Rent (a) (b) The Lessee must pay the Rent in Item 5(a) to the Lessor during the Term. The Rent is to be adjusted on each anniversary of the Commencing Date during the Term and any Option (Adjustment Date) by the higher of: (i) (ii) the percentage in Item 5(b); and CPI calculated using the following formula: new rent = current rent x where: a and is the last published CPI before the Adjustment Date;

a b

Page 6 of

b is the last published CPI before the previous Adjustment Date (or, in the case of the first Adjustment Date, before the Commencing Date). (c) (d) The Lessee must pay the new rent from the Adjustment Date. For the purpose of this clause : CPI means the All Groups Consumer Price Index for the State capital city published by the Australian Bureau of Statistics. If that index no longer exists, or if the basis of calculating it changes, it means an index that the President of the Australian Property Institute (State Division) decides reflects changes in the cost of living in the State capital city. 4.2 Payment of Rent The Rent must be paid annually in advance to the Lessor or to any other person the Lessor notifies to the Lessee provided such notification is received by the Lessee at least 30 days prior to the date for payment of the Rent. 4.3 GST (a) Definitions and interpretation Terms defined in the GST Act have the same meaning in this clause unless provided otherwise. (b) GST pass on If GST is or will be imposed on a supply made under or in connection with the Lease, the supplier may, to the extent that the consideration otherwise provided for that supply under the Lease is not stated to include an amount in respect of GST: (i) (ii) (c) increase the consideration otherwise provided for that supply under the Lease by the amount of that GST; or otherwise recover from the recipient the amount of that GST.

Tax Invoices/Adjustment Notes The right of the supplier to recover any amount in respect of GST under the Lease on a supply is subject to the issuing of the relevant Tax Invoice or Adjustment Note to the recipient.

4.4

EFT Payments The Lessee may pay Rent by Electronic Funds Transfer (EFT) to the account Item 8 or such other account in Australia nominated by the Lessor provided notice of account details is received by the Lessee at least 30 days prior to the date for payment of Rent. Payment by EFT by the Lessee's banker to the nominated account by the due date is a full discharge of the payment.

Page 7 of

4.5

Pro Rata Refund of Rent (a) If the Lease is terminated by either party for any reason (whether under clause , or otherwise), the Lessor must within 30 days of receiving a written demand, reimburse the Lessee for Rent and any other amounts payable under the Lease [and all other Sequential Leases which commence after the Expiry Date of the Lease] for the period from the date of termination to the [Expiry Date / expiry date of the final lease in the series of Sequential Leases] calculated on a pro rata basis. Interest will be payable on late payments in accordance with the Lease. Before dealing with its interest in the Premises, the Lessor must procure that the Acquirer enters into a deed with the Lessee on terms reasonably acceptable to the Lessee in which the Acquirer covenants with the Lessee to: (i) (ii) comply with the Lessors obligations under this clause ; and not to transfer its interest in the Premises to any person unless the Acquirer first procures that that person enters into a deed with the Lessee on the same terms as are referred to in this clause as if that person was the Acquirer.

(b)

(c) 4.6

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

Interest on Overdue Amounts (a) Either party must pay the other on demand interest on any amount due and payable by that party under the Lease at the rate of interest charged by the Lessors bankers in respect of overdrafts not exceeding $100,000. Interest payable under this clause will be calculated from and including the due date for payment under the Lease up to and including the date on which payment is received in full by the other party.

(b)

5 5.1

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

5.2

Adjoining Land (a) The Lessor grants to the Lessee, its sub-tenants and licensees the right to use so much of the Adjoining Land or any installation of the Lessee as is reasonably required during the installation, erection, construction, dismantling, repair, replacement, renewal, maintenance and operation of the Premises for the Permitted Use. The Lessee

Page 8 of

must ensure no more of the Adjoining Land than is absolutely essential for the Lessees purposes is used by the Lessee. (b) After using the Adjoining Land the Lessee must restore the surface to that part of the Adjoining Land used to as near as practicably possible its state prior to use by the Lessee, its sub-tenants and licensees to the Lessors reasonable satisfaction. Clause applies to the exercise by the Lessee of its rights under this clause.

(c) 5.3

Requirements of Government Agencies (a) Subject to paragraph (b), the Lessee must promptly comply with any Statute in respect of the Lessee's particular use and occupation of the Premises including any requirements, notices or orders of any Government Agency having jurisdiction or authority in respect of the Premises or their use. The Lessee is under no liability for structural or capital alterations or works unless caused or contributed to by the Lessee's particular use and occupation of the Premises. The Lessee is not required to comply with any Statute, notice or requirement which would have issued irrespective of whether the Lessee was in occupation of the Premises.

(b)

5.4

Cabling The Lessor grants to the Lessee, its sub-tenants and licensees the right to install, maintain, repair, replace and use on the Land above or below ground cabling to and from the Premises and where necessary to construct supports for such cabling. In exercising its rights under this clause the Lessee must: (a) (b) not cause any lasting material damage to the Land or material interference to the Lessor; and restore the surface of the Land as used as nearly as practicably possible to its state prior to use by the Lessee, its sub-tenants and licensees to the Lessors reasonable satisfaction.

Clause applies to the exercise by the Lessee of its rights under this clause. 5.5 Non-contiguous Premises If any part of the Premises is not contiguous with another part of the Premises (whether on the rooftop of a building or otherwise), the Lessee, its sub-tenants and licensees may at its own cost install and run such above or below ground cabling, wiring, piping, earthing straps, conduit and support structures over the Land as is necessary for the safe, continuous and proper use of the Premises for the Permitted Use. In exercising its rights under this clause, the Lessee must not cause any lasting material damage to the Land or material interference to the Lessor. 5.6 Consents

Page 9 of

(a)

The Lessor irrevocably authorises the Lessee at its own cost to: (i) submit any application for consent or approval to any Government Agency to use or develop the Premises for the Permitted Use; and exercise and procure every right of appeal arising from or in connection with any such application or the failure to determine the application.

(ii)

(b)

The Lessor must sign all documents and do all things reasonably necessary (at the Lessees cost) to authorise or assist the Lessee or any person nominated by the Lessee in obtaining consent or approval from any Government Agency to use or develop the Premises for the Permitted Use.

ACCESS TO THE PREMISES The Lessor grants to the Lessee, its sub-tenants, licensees and authorised persons the right to enter onto and access the Land at any time during the day and night with or without materials, plant, vehicles and other apparatus for the purpose of accessing the Premises and exercising its rights under the Lease and in so doing must cause as little interference or disruption to the Lessors use and enjoyment of the Land as is reasonably possible..

7 7.1

INSURANCE, INDEMNITIES AND RELEASE Obligation to Insure The Lessee must: (a) at its own cost, effect and maintain during the Term and any overholding, public risk insurance in respect of the Premises for at least $20 million or such other amount as the Lessor may from time to time reasonably require by notice in writing to the Lessee with a reputable insurer against liability for bodily injury, property damage and any other risk which is commonly covered by public risk insurance; punctually pay all premiums payable in respect of the insurance; and promptly give to the Lessor on request a certificate of currency in respect of the insurance noting the interest of the Lessor as owner of the Premises.

(b) (c)

7.2

Lessees Release The Lessee: (a) (b) occupies and uses the Premises at its own risk; and releases to the full extent permitted by law the Lessor and its agents, contractors employees from all claims and demands of every kind

Page 10 of

resulting from any accident, damage, death or injury occurring in the Premises except to the extent that the accident, damage, death or injury is caused or contributed to by the negligent act or omission of the Lessor, its agents, contractors or employees. 7.3 Lessee's Indemnity Subject to clause the Lessee indemnifies the Lessor against all costs, liability, claims, loss or damage incurred or suffered in respect of any loss, damage or injury to persons in or on any part of the Premises to the extent caused or contributed to by the Lessee or its agents, contractors or employees or arising out of the Lessees use of the Premises (whether permitted under this Lease or not). 7.4 Negligence or Default of Lessor The indemnities in clause do not apply to any cost, liability, claim, loss or damage to the extent caused or contributed to by the negligent act or omission of the Lessor or its agents, contractors or employees in which case, the Lessor remains responsible to the extent of the contribution. 8 8.1 INSTALLATION AND MAINTENANCE Repair and Maintenance (a) The Lessee must during the Term maintain the Premises in a good order and repair having regard to the condition they were in as at the Commencing Date, except for: (i) (ii) fair wear and tear; and damage by fire, explosion, storm, tempest, lightning, earthquake, floods, riots, civil commotion, aircraft accident, objects falling from aircraft, acts of God and any other risk against which the Lessor or a prudent lessor would insure or has insured or is obliged to insure under the Lease.

(b)

The Lessee is not responsible under any circumstances for structural or capital repairs or maintenance unless required because of an act, omission, neglect or default of the Lessee or its agents, contractors or employees and the damage is not the subject of the exceptions referred to in clause .

8.2

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

Page 11 of

(b)

In exercising its rights under paragraph (a), the Lessee must comply with the requirements of any Government Agency having jurisdiction in the matter to the extent required by law.

ELECTRICITY SUPPLY (a) To enable the Lessee to use the Premises for the Permitted Use, the Lessor must at the Lessee's request and cost: (i) (ii) (b) connect the Premises to an electricity supply ; and .

The supply of electricity to the Premises must be made by the Lessee using a dedicated usage meter so the Lessee is directly accountable to the relevant authority for payment of electricity consumed by it from the Premises.

10

TERMINATION

10.1 Events of Termination by Lessee If: (a) the Premises are damaged or destroyed or access is interrupted so as to render the Premises or any part wholly or substantially unfit for the Lessees use and occupation under the Lease or the Premises are rendered inaccessible by any means; or (b) any application for a required consent or permit to enable the Lessee, its sub-tenants or licensees to use the Premises for the Permitted Use is rejected, cancelled or lapses or is otherwise terminated and no further or replacement consent or permit can reasonably be obtained; or the Premises are rendered unfit for use by the Lessee, its sub-tenants or licensees by reason of the emergence of significant physical or Radio Interference that it is not caused or contributed to by the Lessee for a continuous period of 7 days and which Radio Interference, despite its best endeavours, the Lessee has not been able to rectify and such Radio interference continues to materially and detrimentally affect the Lessees Permitted Use.,

(c)

then the Lease may be terminated effective immediately on notice by the Lessee. 10.2 Events of Default Each of the following is a default by the Lessee under this Lease; (a) (non-payment of rent) if the Lessee does not pay the rent, within 14 days of the due date for payment, whether or not demanded by the Lessor;

Page 12 of

(b) (non-payment of other amounts) if the Lessee does not pay any amount that is due and payable by it under this Lease within 14 days of its due date, whether or not demanded by the Lessor; (c) (d) (e) (essential terms) if the Lessee does not comply with an essential term of this Lease; (repudiation) if the Lessee repudiates its obligations under this Lease; (other obligations) if the Lessee does not comply with any other express or implied obligations under this Lease; and (f) (Insolvency Event) if an Insolvency Event occurs in respect of the Lessee or the Guarantor or, if either of them is a company, any of its subsidiaries. 10.3 Lessors termination after default The Lessor may terminate this Lease if after the Lessee defaults under any of the provisions of clause 10.2 (other than default under clause 10.2 (d) or 10.2 (f)) and after the Lessor has served notice of breach of covenant and the Lessee has not remedied same within fourteen (14) days and the Lessor can: (a) re-enter and take possession of the Premises, using reasonable force to secure possession; (b) (c) serve written notice of termination of the Lease; or institute proceedings for possession of the Premises against the Lessee.

10.4 Essential terms Each of the following obligations of the Lessee under this Lease is an essential term of this Lease; (a) (b) (c) (d) (e) (f) to pay rent under Clause 4.1; to pay GST under Clause 4.3; regarding use of the Premises under Clause 5.1; to obtain all consents to carry on the Permitted Use under Clause 5.6 and Clause 8.1 (b); to take out and maintain insurance under Clause 7.1; regarding assignment of this Lease, or anything else under Clause 12; and

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

Page 13 of

10.5 Breach of essential term The Lessor may treat the Lessees breach of an essential term as a repudiation of this Lease and may terminate this Lease for breach of the essential term and for repudiation after the Lessor has served notice in accordance with clause 10.3, of breach of such essential term and the Lessee has not remedied same within fourteen (14) days. The Lessor is then entitled to immediate possession of the Premises. 10.6 Lessors entitlement to damages (a) (i) (ii) If the Lessee: repudiates this Lease; breaches an essential term under this Lease; or

(iii) defaults under this Lease in any other way, the Lessee must compensate the Lessor for the loss or damage suffered by the Lessor as a consequent of the repudiation, breach or other default.

(b) (i) (ii)

The Lessees obligation to compensate the Lessor for loss or damage is not affected if: the Lessee abandons or vacates the Premises; the Lessor elects to re-enter or to terminate this Lease;

(iii) the Lessor accepts the Lessees repudiation; or (iv) the parties conduct constitutes a surrender by operation of law. 10.7 Lessee to Yield Up The Lessee must at the end of the Lease give back the Premises in accordance with the Lessee obligations under the Lease. 10.8 Removal of Lessees Equipment (a) Subject to the Lessee, its sub-tenants and licensees rights and obligations under the Telecommunications Act (Cth) 1997, the Lessee must at or prior to the end of the Lease or on such other date agreed between the parties remove from the Premises all Lessees Equipment. The Lessee must make good any damage caused during such removal. The Lessor acknowledges that the Lessees Equipment remains the property of the Lessee, its sub-tenants or licensees (as the case may be).

(b)

Page 14 of

10.9 Failure of Lessee to Remove Lessees Equipment (a) Subject to the Lessee, its sub-tenants and licensees rights and obligations under the Telecommunications Act (Cth) 1997, the Lessee must at or prior to the end of the Lease or on such other date agreed between the parties remove from the Premises all Lessees Equipment. The Lessee must make good any damage caused during such removal. The Lessor acknowledges that the Lessees Equipment remains the property of the Lessee, its sub-tenants or licensees (as the case may be). In the event the Lessees Equipment is not removed prior to the end of the Lease due to expiry by efflux ion of time, the Lessee is deemed to be in holding over under the Lease and is subject to all obligations under it until all Lessees Equipment is removed or a new lease is entered into with Crown Castle or one of its sub-tenants. Nothing in this paragraph (c) alters the obligations under paragraph (a), and the Lessee remains obliged to comply with that clause during the holding over. If the Lessee is otherwise terminated and the Lessee does not remove the Lessees Equipment in accordance with Clause 10.8, the Lessor may do so and store the Lessees Equipment at the Lessees cost. If the Lessee does not remove the Lessees Equipment from the Premises or from the place where they are stored by the Lessor within 7 days of being requested in writing to do so by the Lessor, the Lessees Equipment becomes the property of the Lessor if the Lessor so elects.

(b)

(c)

(d)

(e)

10.10Effect on Rights or Liabilities Termination of the Lease does not affect the rights or liabilities of the parties in relation to any cause of action accruing prior to termination. 11 NOTICES

11.1 Method of Service Any notice given under the Lease by either party to the other must be in writing and is given for all purposes by delivery in person, by post or by facsimile addressed to the receiving party at the address set out in Item 6 in the case of the Lessor and in Item 7 in the case of the Lessee. 11.2 Time of Service A notice given in under the Lease is deemed to be duly served in the case of posting 2 Business Days after the date of posting and in the case of facsimile, on the first Business Day after the date of transmission (providing the sending party receives a facsimile machine verification report indicating that the notice has been transmitted).

Page 15 of

11.3 Change of Address A party may at any time change its address, postal address or facsimile number by giving notice to the other party. 12 ASSIGNMENT / SUBLETTING

12.1 Assignment Subject to clause the Lessee must not assign the Lease without the prior written consent of the Lessor which consent must not be unreasonably withheld. 12.2 Assignment to a Related Body Corporate The Lessee may at any time assign the Lease to a Related Body Corporate of the Lessee. 12.3 Subletting The Lessee may sublease, licence or share possession of the Premises with Co-occupants with the prior written consent of the Lessor which shall not be unreasonably withheld if the following provisions have been observed by the Lessee: (a) the Lessee is not in default under this Lease other than a default which has been waived by the Lessor; (b) the purpose of the Co-occupants shared possession of the Premises is strictly for the use set out in clause 5.1 of this Lease; (c) unless the Co-occupant is the Anchor Tenant, the Co-occupant has entered into a separate tenure arrangement with the Lessor or other agreement on terms satisfactory in its absolute discretion to the Lessor.

13

LESSORS COVENANTS

13.1 Quiet Enjoyment The Lessor covenants that the Lessee may peaceably hold and enjoy the Premises during the Term without any interruption by the Lessor or any person rightfully claiming through the Lessor. 14 MISCELLANEOUS

14.1 Lessee to Pay Costs and Disbursements (a) The Lessee must pay the Lessors costs in relation to any other transaction arising from the Lease (for example: assignment, subletting) together with any costs of obtaining any consents).

Page 16 of

(b)

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

14.2 Governing Law The Lease is governed by the laws of the State and the Commonwealth of Australia and the Lessor and the Lessee submit to the non-exclusive jurisdiction of the Courts of the State. 15 SEQUENTIAL LEASES

15.1 Application of clause This clause applies: (a) (b) despite any other provision of the Lease; and where one or more Sequential Leases are entered into in respect of the Premises.

15.2 Sequential Lease (a) Where a Sequential Lease commences on the day after the Expiry Date, any provisions of the Lease in relation to: (i) (ii) (iii) the lessees right to hold over after the expiration of the Lease; the lessees obligation to remove any items from the Premises; the lessees obligation to make good the Premises,

which would normally apply on the expiration of the Lease, do not apply until the expiration of the final Sequential Lease. (b) If the Lease is transferred, then (despite any other provision of any Sequential Lease), the Sequential Leases which are expressed to commence after the date of the transfer are deemed to be assigned to the same transferee and with effect from the same date. If a Sequential Lease which commenced prior to the Commencing Date is or has been transferred, then the Lease is deemed to be transferred to the same transferee with effect from the same date. If a Sequential Lease which commenced prior to the Commencing Date terminates other than by expiration, then the Lease is terminated with effect from the same date. If the Lessee gives to the Lessor notice no later than 6 months prior to the Commencing Date that the Lessee no longer requires to occupy the Premises, then the Lease terminates with effect from the date of service of the notice.

(c)

(d)

(e)

16

COMMONWEALTH LEGISLATION

Page 17 of

Nothing in this Lease affects, restricts, limits or derogates from the rights, powers and immunity of the Lessee under and by virtue of the Telecommunications Act 1997 (Cth) or any other applicable legislation and/or regulations of the Commonwealth. 17 REDEVELOPMENT OF THE BUILDING

17.1 Relocation Notice If the Lessor decides to demolish, substantially repair, renovate, or reconstruct the whole or any part of the Building (Redevelopment) and the Redevelopment will affect the Premises, the Lessor may, subject to the provisions of this clause 17, terminate this Lease by giving to the Lessee not less than 12 months notice in writing (Relocation Notice) stating the date on which the Lease will terminate (Relocation Date). 17.2 Lessee may end Lease If the Lessor gives the Lessee a Relocation Notice, the Lessee may end this Lease by giving the Lessor written notice of termination within 1 month of service of the Relocation Notice, in which case time is of the essence. If such notice is given by the Lessee: (a) (b) this Lease and all Sequential Leases will end or be deemed ended on the Relocation Date; and the New Lease offer referred to in clause 17.4 and clauses 17.5 to 17.11 will have no further effect.

17.3 Surrender of Lease and Sequential Leases If the Relocation Notice is given in accordance with this clause 17 the Lessee must: (a) surrender this Lease and all Sequential Leases to the Lessor. The date of surrender is to be as provided in the Relocation Notice or as agreed in writing by the Lessor and Lessee; and execute and deliver up to the Lessor a form of surrender of lease prepared by the Lessors solicitor in relation to the Lease and each Sequential Lease within 14 days of submission to the Lessee, in which regard time will be of the essence.

(b)

17.4 Offer of New Lease Any Relocation Notice must be given with an offer of a new lease to the Lessee together with further leases for terms equivalent to those contained

Page 18 of

in the Sequential Leases (New Lease) of other premises on the Land to be created following the Redevelopment (New Premises). 17.5 New Premises The New Premises will be determined by the Lessor at its sole discretion, noting that, the New Premises must: (a) (b) (c) (d) (e) be comparable to the Premises to the greatest extent possible; be located in a position in the Building on the ground or at some other location acceptable to the Lessee; not be smaller than the area of the Premises; afford the Lessee and its sub-tenants and licensees at least comparable transmission network coverage and performance; and in the Lessees reasonable opinion, be suitable for the installation and operation of a communications facility and incidental uses for the balance of the Term and any extension or renewal of it.

17.6 Terms of New Lease (a) Unless otherwise agreed in writing by the Lessor and Lessee, the New Lease must have the same terms and conditions as this Lease except the Term must be equal to the unexpired Term of this Lease as at the date of surrender of this lease and the rent will be the rent that would reasonably be expected to be paid for the New Premises at the estimated commencement date of the New Lease (Commencing Rent) as determined by the Lessor taking into account the: (i) (ii) terms of the Lease; and rent that would reasonably be expected to be paid for the New Premises if they were unoccupied and offered for rental for the same or substantially the same Permitted Use as is specifed in this Lease.

(b)

The provisions of Clause 17.6 apply to each new lease intended to replace any Sequential Lease in existence at the date of surrender of this Lease in accordance with Clause 17.

17.7 Commencing Rent If the Lessee does not give the Lessor written notice that it disputes the Lessors determination of the Commencing Rent (Dispute Notice) within 14 days of receiving the Relocation Notice, in which regard time will be of the essence, the Lessors determination of the Commencing Rent will be the rent reserved under the New Lease. 17.8 Service of Dispute Notice

Page 19 of

If the Lessee gives the Lessor a Dispute Notice in accordance with clause 17.7, the Lessor will appoint a valuer to decide the Commencing Rent, who must: (a) (b) (c) (d) be a member of the Australian Institute of Valuers Inc. (New South Wales Division); have at least 5 years experience as a valuer of leased premises in New South Wales; act as an expert and not as an arbitrator; and make a written determination within 1 month of accepting the appointment, giving reasons for the determination and specifying the matters to which the valuer had regard in making the determination.

17.9 Sharing of Valuers Costs The parties must share the valuers costs (including fees and disbursements) equally. 17.10Commencing Rent The Commencing Rent as determined by the valuer under clause 17.8 (d) will be the rent payable at the commencement date of the New Lease. 17.11 Relocation Cost If the Lessee: (a) (b) (c) (d) accepts the New Lease offer referred to in clause 17.4; relocates to the New Premises; complies with clause 17.3; and duly signs the New Lease (including any replacement Sequential Leases)

the Lessor must pay to the Lessee within 14 days of receiving copies of invoices and receipts in relation to the reasonable costs of removing the Lessees equipment, fixtures and fittings and other property from the Premises and installing its equipment in the New Premises but such cost will not exceed $30,000.00 (Relocation Cost). The Lessee acknowledges that the Relocation Cost is limited to $30,000.00 and any removal costs incurred by the Lessee exceeding this amount will be borne by the Lessee solely. 17.12 Lessor not liable for Lessees loss or injury

Page 20 of

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

18

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

Page 21 of

REFERENCE SCHEDULE Item 1 Premises (clause )

That part of the Land hatched on the plan annexed to in Schedule 1 being part of the property known as 99-105 Boundary Road, Peakhurst NSW 2210 Item 2 Commencing Date (clause )

14 October 202116 Item 3 Expiry Date (clause )

13 October 20261 Item 4 Term (clause )

Five (5) years Item 5 (a) Rent (clause ) The Rent during the first year of the Term will be the rent payable in the immediate preceding year increased in accordance with clause 4.1, and reviewed and adjusted annually thereafter for the balance of the Term in accordance with clause 4.1 Fixed percentage increases 4% Contact at Lessor (clause )

(b) Item 6

Name: Address:

Michael Ferman 99-105 Boundary Road PEAKHURST NSW 2210 Telephone Number: (02) 9533 2722 Item 7 Name: Address: Contact at Lessee (clause )

Director, Corporate & Legal Affairs Level 1, 754 Pacific Highway CHATSWOOD NSW 2067 Telephone Number: (02) 9495 9000 Facsimile Number: (02) 9495 9100 Item 8 Nominated Account (clause )

Not applicable

Page 22 of

SCHEDULE 1 PREMISES PLAN

Page 23 of