Deed of Variation of Lease, dated June 12, 2023, by and between Giamocel Pty Ltd, Anteris Aus Operations Pty Ltd and Anteris Technologies Ltd

Exhibit 10.19(e)

This deed of variation of lease is made on 12^th June 2023 between the following parties:

(“Lessor”)

(“Lessee”)

(“Guarantor”)

Recitals

The parties agree in consideration of, among other things, the mutual promises contained in this deed:

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.

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.

In this deed:

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.

The Lessee to the intent that the obligations may continue throughout the Extended Term covenants and agrees with the Lessor to duly and punctually:

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.

The Lessor, to the intent to bind the registered proprietor of the Land for the time being but not so as to render the Lessor personally liable.in damages for any breach except in the case of the Lessor’s own acts, omissions or defaults and only then while the Lessor is the registered proprietor of the Land, 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.

The Lease shall be varied as set out herein to the intent that from and including the commencement of this deed it shall be read and construed with those variations incorporated in the Lease and shall bind the parties to the Lease accordingly.

It is hereby further agreed and declared by the parties:

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.

The rights, duties and remedies granted or imposed under the provisions of this deed operate to the extent not excluded by law.

Schedule

Lot 69 on Plan 56784 being the whole of the land comprised in Certificate of Title Volume 2709 Folio 870.

The Premises commonly known as Unit 1, 26 Harris Road, Malaga in the State of Western Australia.

The undated lease during 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.

Five (5) years commencing on 1 February 2019 and expiring on 31 January 2024.

Extended Term(s)

Two (2) years and six (6) months commencing 1 February 2024 and expiring on 31 July 2026.

Five (5) years commencing 1 August 2026 and expiring on 31 July 2031.

[***] plus GST per annum, payable in advance by equal consecutive monthly instalments of [***] plus GST plus Outgoings.

Current Term

1 February 2019 to 31 January 2024:

Fixed at four percent (4%) annually and Market Review at taking the Extended Term commencing 1 February 2024 with no decrease provision.

Extended Term(s)

1 February 2024 to 31 July 2026:

Fixed at five percent (5%) annually and Market Review at taking the Extended Term commencing 1 August 2026 with no decrease provision.

1 August 2026 to 31 July 2031:

Fixed at four percent (4%) annually.

The Lessee must provide written notice to the Lessor or the Lessor’s agent that it intends to invoke further terms of the Lease, with the specific provision said notice must be not earlier than six (6) months and not later than three (3) months before the end of the then current Term.

All other terms and conditions remain.