Exhibit 10.3
GIACOMEL PTY LTD
and
ANTERIS AUS OPERATIONS PTY LTD
and
ANTERIS TECHNOLOGIES PTY LTD
Deed of Extension and Variation of Lease
Unit 1, 26 Harris Road, Malaga
COOPER | WEBB lawyers
Level 5, The Grosvenor
12 St Georges Terrace
Perth WA 6000
Tel: (08) 6244 3237
Fax: (08) 6245 3159
Ref: FVW/264162
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| Deed of Extension and Variation of Lease | Cooper Webb Lawyers |
This deed of extension and variation of lease is made on 11 August 2026 between the following parties:
| 1. | Giacomel Pty Ltd (ACN 009 189 011) as trustee for the Adriano Property Unit Trust care of Prime Property Agency Pty Ltd, Level 2, 25 Walters Drive, Osborne Park in the State of Western Australia |
(‘Lessor’)
| 2. | Anteris Aus Operations Pty Ltd (ACN 095 710 339) with Principal Place of Business address at “Toowong Tower” Level 3, 9 Sherwood Road, Toowong in the State of Queensland |
(‘Lessee’)
| 3. | Anteris Technologies Pty Ltd (formerly known as Anteris Technologies Ltd) (ACN 088 221 078) at “Toowong Tower” Level 3, 9 Sherwood Road, Toowong in the State of Queensland |
(‘Guarantor’)
Recitals
| A. | The Lessor is the registered proprietor of the Land. |
| B. | The Lessee and the Lessor have agreed to extend the tenancy created by the Lease for a further period of three (3) years. |
| C. | The Lessee, Lessor and Guarantor agree to vary the Lease subject only to and upon the terms and conditions hereinafter contained. |
The parties agree in consideration of, among other things, the mutual promises contained in this deed:
| 1. | Definitions and interpretation |
| 1.1 | Definitions |
In this deed:
Annual Rental means the amount specified in Item 5 of the Schedule.
Business Day means a day on which banks are open for business in the city where the notice or other communication is received excluding a Saturday, Sunday or public holiday.
Extended Term means the period as described in Item 4 of the Schedule.
Government Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.
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| Deed of extension and variation of Lease | Cooper Webb Lawyers |
Land means the land described in Item 1 of the Schedule.
Lease means the lease described in Item 3 of the Schedule as amended, varied or supplemented from time to time.
Lessee includes his personal representatives and permitted assigns and where the Lessee is a corporation its successors and permitted assigns.
Lessee’s Covenants means all and any of the covenants, agreements and obligations contained or implied in the Lease or imposed by law to be performed by the lessee named in the Lease.
Lessor includes his personal representatives and permitted assigns and where the Lessor is a corporation its successors and permitted assigns.
Premises means the premises described in Item 2 of the Schedule.
Schedule means the schedule to this deed.
Special Conditions means the additional provisions as set out in Item 7 of the Schedule. If there is any inconsistency between these additional provisions and any other provisions of this Lease, the additional provisions will prevail.
| 1.2 | Interpretation |
In this deed:
| (a) | words importing the singular include the plural and the converse; |
| (b) | words importing a gender include all genders; |
| (c) | where a word or phrase is defined, its other grammatical forms have a corresponding meaning; |
| (d) | an expression importing a natural person includes an individual, a firm, a body corporate, an unincorporated association and any government agency; |
| (e) | a reference to anything (including any right) includes a part of that thing but nothing in this clause 1.2(e) implies that performance of part of an obligation constitutes performance of the obligation; |
| (f) | a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, this deed and a reference to this deed includes any annexure, exhibit and schedule; |
| (g) | a reference to legislation or to a provision of legislation includes any modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it; |
| (h) | a reference to a document includes all amendments or supplements to, or replacements or novation of, that document; |
| (i) | a reference to a party to a document includes that party’s successors and permitted substitutes (including persons taking by novation) and assigns; |
| (j) | a reference to a deed other than this deed includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing; |
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| Deed of extension and variation of Lease | Cooper Webb Lawyers |
| (k) | a deed, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually; |
| (l) | nothing in this deed is to be interpreted against a party on the ground that the party put it forward; and |
| (m) | the meaning of terms is not limited by specific examples introduced by expressions “including” or “for example”, or similar expressions. |
| 1.3 | Business Day |
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 Business Day.
| 2. | Lessee’s covenants |
The Lessee to the intent that the obligations may continue throughout the Extended Term covenants and agrees with the Lessor to duly and punctually:
| (a) | pay the Annual Rental and all other moneys payable by the Lessee under the Lease at the times and in the manner set out in the Lease without any deduction whatsoever; and |
| (b) | perform and observe the covenants and stipulations contained or implied in the Lease on the part of the Lessee to be performed or observed or both. |
| 3. | Rental Review during Extended Term(s) |
The Lessee and Lessor agree that during the Extended Term(s) the Annual Rental will be reviewed in accordance with the provisions stated in this Deed.
| 4. | Lessor’s covenants |
The Lessor covenants with the Lessee during the Extended Term to perform and observe the covenants on the Lessor’s part to be performed and observed as are contained in the Lease.
| 5. | Variation of Lease |
The Lease shall be varied as set out herein to the intent that from and including the commencement of the Extended Term it shall be read and construed with those variations incorporated in the Lease and shall bind the parties to the Lease accordingly.
| 6. | Costs and expenses |
It is hereby further agreed and declared by the parties:
| (a) | The Lessee shall pay the reasonable and properly incurred costs of and incidental to the negotiations and instructions for and the preparation completion of this deed in duplicate and any duty on this deed and the counterparts hereof; |
| (b) | that the right of re-entry reserved by the Lease shall be exercisable by the Lessor not only in the events mentioned in the Lease as to the non-payment of the Annual Rental hereby reserved or any part or parts thereof but also in the event the Lessee shall fail to observe perform or fulfil any of the terms covenants and conditions on the Lessee’s part contained or implied herein; and |
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| Deed of extension and variation of Lease | Cooper Webb Lawyers |
| (c) | if after the expiration of the Extended Term or any extension or renewal thereof the Lessee with the consent of the Lessor holds over or continues in possession or occupation of the Leased Premises then the Lessee shall be a calendar monthly tenant only at the rental equal to one-twelfth of the Annual Rental and all other moneys payable by the Lessee for the twelve months immediately prior to expiration of the Extended Term and otherwise on the same covenants conditions and stipulations mutatis mutandis as are herein contained or implied and such monthly tenancy may be determined by one (1) calendar month’s notice in writing given at any time by either party to the other. |
| 7. | General |
| 7.1 | GST |
If any payment made by one party to any other party under or relating to this deed constitutes consideration for a taxable supply for the purposes of GST or any similar tax, the amount to be paid for the supply will be increased so that the net amount retained by the supplier after payment of that GST is the same as if the supplier was not liable to pay GST in respect of that supply. This provision is subject to any other agreement regarding the payment of GST on specific supplies, and includes payments for supplies relating to the breaches, termination, and indemnities arising from this deed.
| 7.2 | Counterparts |
| (a) | This deed may be executed in any number of counterparts. |
| (b) | All counterparts, taken together, constitute one instrument. |
| (c) | A party may execute this deed by signing any counterpart. |
| (d) | Signed copies sent by facsimile can constitute a counterpart. |
| 7.3 | To the extent not excluded by law |
The rights, duties and remedies granted or imposed under the provisions of this deed operate to the extent not excluded by law.
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| Deed of extension and variation of Lease | Cooper Webb Lawyers |
Schedule
| Item 1: | Land |
Lot 69 on Deposited Plan 56784 being the whole of the land comprised in Certificate of Title Volume 2709 Folio 870.
| Item 2: | Premises |
The Premises commonly known as Unit 1, 26 Harris Road, Malaga in the State of Western Australia.
| Item 3: | Lease |
The undated lease around 2009 between the Lessor and the then Lessee.
Deed of variation of lease made on 23 June 2014.
Deed of extension and variation of lease made on 19 February 2019.
Deed of assignment of lease made on 28 March 2023.
Deed of variation of lease made on 12 June 2023.
Deed of extension and variation of lease made on 13 February 2024 between the Lessor, Lessee and Guarantor.
| Item 4: | Extended Term |
Three (3) years commencing 1 August 2026 and expiring on 31 July 2029.
Further Extended Term options
Two (2) years plus two (2) years.
| Item 5: | Annual Rental |
[***] plus GST payable in advance by equal consecutive monthly instalments of [***] plus GST plus Outgoings.
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| Deed of extension and variation of Lease | Cooper Webb Lawyers |
| Item 6: | Rent Reviews |
Fixed 4% increase
1 August 2027, 1 August 2028, 1 August 2030 and 1 August 2032.
Current Market Rent review no decrease provision
1 August 2029 and 1 August 2031.
| Item 7: | Additional Provisions |
7.1
The parties agree to the Extended Term as more fully set out above.
7.2
The parties agree to the Further Extended Term options as more fully set out above.
7.3
The Lessee is obliged to provide an updated bank guarantee in the amount of [***] being an amount equal to three (3) months instalments of rent and operating expenses (plus GST) before the expiry of the current guarantee on 31 July 2026.
7.4
All other terms and conditions remain.
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| Deed of extension and variation of Lease | Cooper Webb Lawyers |
| Executed as a deed: | ** ** | ||
| Signed by | ** ** | ||
| Giacomel Pty Ltd | |||
| (ACN 009 189 011) | |||
| in accordance with Section 127 | |||
| of the Corporations Act 2001 | |||
| in the presence of: | |||
| /s/ Tristan Giacomel | |||
| Director Sign | Secretary / Director Sign | ||
| Tristan Giacomel | |||
| Director name | Secretary / Director Name |
| Signed by Anteris Aus Operations Pty Ltd (ACN 095 710 339) in accordance with Section 127 of the Corporations Act 2001 in the presence of: | |||
| /s/ Wayne Paterson | /s/ Stephen Denaro | ||
| Director Sign | Secretary / Director Sign | ||
| Wayne Paterson | Stephen Denaro | ||
| Director name | Secretary / Director Name |
| Signed by Anteris Technologies Pty Ltd (ACN 088 221 078) in accordance with Section 127 of the Corporations Act 2001 in the presence of: | |||
| /s/ Wayne Paterson | /s/ Stephen Denaro | ||
| Director Sign | Secretary / Director Sign | ||
| Wayne Paterson | Stephen Denaro | ||
| Director name | Secretary / Director Name |
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