11022015093450-0001 · 131999.982996.1

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2 CEIVE

Mt 7 pec 2011

BY tenon

LICENCE AGREEMENT

BETWEEN

THE BODY CORPORATE FOR
OCEAN BREEZE
COMMUNITY TITLES SCHEME 10445
(‘The Body Corporate’)

AND
RESTAURANT CO-OP PTY LTD
ACN 106 614 957
(‘the Licensee’)

AND

PERRY CHARLES TAYLOR and RYAN TAYLOR
(‘the Guarantor’)

one ereones,

 

Cartwrights Lawyers
PO Box 132
NOOSA HEADS 4567

Telephone: 07 54473122
Facsimile: 07 54474034

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LICENCE AGREEMENT

Datedthe “Lior dayof WioVemBee 2011

BETWEEN: THE BODY CORPORATE FOR OCEAN BREEZE COMMUNITY TITLES SCHEME
10445 of C/- Body Corporate Services Ply Ltd, 4-12 Bottlebrush Avenue, Noosa Heads

in the state of Queensiand :
(‘the Body Corporate’)

AND: RESTAURANT CO-OP PTY LTD ACN 106 614 957 of EGA Corporate Advisers Ply Ltd,
Level 18, 499 St Kilda Road, Melbourne in the state of Victoria
(‘the Licensee’)

AND: PERRY CHARLES TAYLOR and RYAN TAYLOR of c/- 11 Webb Road, Sunshine
Beach in the state of Queensland
(‘the Guarantor)
RECITALS
A. The Licensee has requested tha Body Corporate to grant to the Licensee a non-exclusive

Licence to operate a mobile vending facility from an area immediately in front of the Energex
sub-station on Hastihg Street, Noosa measuring approximately 5 metres by 4 metres (‘the

Licensed Area’).

B. The Guarantor has agreed to guarantea the due performance by the Licensee of its obligations
under this Agreement.

OPERATIVE

1. Grant of Licence

11 The Body Corporate grants to the Licensee a non-exclusive Licence for a term of one (1)
year commencing 1 October 2011 and expiring on 30 September 2012 (‘the Term’) to
undertake the operation of a mobile vending facllity from the Licensed Area.

1.2 First Option to Renew. The Body Corporate may on the written request of the
Licensee made at least one (1) month before the expiration of the term hereby created
and provided there is not at the date of such request or at the expiration of the term
hereby created any subsisting breach of any of the covenants stipulations and
agreements on the part of the Licensee grant to the Licensee a lease Licence of the
Licensed Area for a further term of one (1) year (hereinafter called “the first renewed
term") from the expiration of the term hereof at a Licence fee to be calculated by
increasing the Licence fee for the previous year by the indexed amount. For the
avoidance of doubt, the granting of the lease Licence for the first renewed term is to be
by mutual agreement of the Body Corporate and the Licensee.

1.3 Second Option to Renew. The Body Corporate may on the written request of the
Licensee made at least one (1) month before the expiration of the term hereby created
and provided there is not at the date of such request or at the expiration of the term
hereby created any subsisting breach of any of the covenants stipulations and
agreements on the part of the Licensee grant to the Licensee a lease Licence of the
Licensed Area for a further term of one (1) year (hereinafter called "the second renewed

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term’) from the expiration of the term hereof at a Licence fee to be calculated by
increasing the Licence fee for the previous year by the indexed amount. For the
avoidance of doubt, the granting of the second renewed term is to be by mutual
agreement of the Body Corporate and the Licensee. ~

Licence Fee

2.1

2.2
2.3

2.4

In consideration of the Body Corporate entering into this Agreement the Licensee shall
pay to the Bady Corporate a Licence fee of $14,000.00 per annum plus GST for the term
of the Licence.

The annual Licence fee under this clause shall be paid in equal monthly instalments in
advance on the first day of each month.

The initia! annual Licence fee shall be adjusted on each anniversary of the date of
commencement hereof while this Agreement remains in force (including any extension
or renewal hereof) by the indexed amount.

In addition to the Licence fee the Licensee shall pay to the Body Corporate a sum
equivalent to any GST payable by the Body Corporate in respect of any supply pursuant
to the terms of this Agreement. :

Licensee’s Obligations

3.1

3.2

3.3

The Licensee shall;

(a) be responsible for obtaining and maintaining any necessary approvals from the
Sunshine Coast Regional Council or any other relevant authority to conduct the
business from the Licensed Area;

(b) comply with all directions of the Ocean Breeze Building Manager (‘the Manager)
in so far as they relate to the Licensee activities on the Licensed Area;

(c) ensure all installations and improvements on the Licensed Area must be
aesthetically pleasing and in harmony with the general ambience of Hasting
Street, and the Licensee shall obtain the approval of the Manager for all
installations proposed for the Licensed Area before undertaking any such
installation;

(d) the Licensed Area must be kept clean and tidy and in good condition at all times;

(e) immediately upon request by the Manager, rectify any damage to any Body
Corporate property (including gardens) arising out of or associated with
operations of the Licensee.; '

(f} indemnify the Body Corporate against any loss should any statutory authority
require any change or removal of the facility provided under this Agreement.

The Licensee acknowledges that in the event of the need for access fo the substation by
Energex or the Body Corporate the Licensee accepts that urgent action may be required
by the Body Corporate or Energex, including but not limited to the need to demolish part
or all of the Licensees facility, and that such action will be at no cost to the Body
Corporate or Energex.

The Licensee acknowledges that the grant of this Licence to the Licensee is subject to
the authorisation of the Body Corporate pursuant to s161 (2)(b) of the Body Corporate
and Community Management (Standard Module) Regulation 2008,

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Relationship
The Licensee acknowledges that:

(a) it has a right of occupation of the Licensed Area only on the terms specified in this

Agreement;

(b) this Licence does not constitute a relationship of landlord and tenant and nothing
contained in this Agreement shall constitute a lease or convey any interest in any
property to the Licensee;

(c) the legal right to the possession of and control over the Licensed Area remains vested in
the Body Corporate throughout the term; . :

(d) this Licence is personal to the Licensee and shall not be assigned without the prior
written approval of the Body Corporate.

Insurance and Indemnity

5.1. The Licensee shall at its expense effect and maintain during the Term public fiability
insurdnce for an amount of not less than $5 million in the joint names of the parties
indemnifying the Licensee and the Body Corporate against all actions, claims, demands,
loss, damage, costs or expense in respect of or arising out of any Injury, loss or damage
to property, or death or injury to any person arising out of the use by the Licensee of the
Licensed Area, or the entry upon the Licensed Area or the common property of the Body
Corporate by any customer, agent or employee of the Licensee.

5.2 The Licensee shall if requested by the Body Corporate promptly provide to the Body
Corporate satisfactory evidence of such insurance.

5.3 The Licensee indemnifies the Body Corporate against all claims, and liability for
damage, loss or injury to the Licensed Area or to any property of the Body Corporate or
to any person caused by any act, omission or negligence of the Licensee or its use of

the Licensed Area.

Termination

Upon termination of this Licence the Licensee will completely remove all of its property from the
Licensed Area and restore it to its original condition or as otherwise agreed between the parties.

Goverming Law
This Agreement is governed by Queensland Law.
Interpretation

Where used in this document, unless the context otherwise requires the following terms shall
have the following meanings:

(a) “the Licensed Area” means the area immediately in front of the Energex sub-station on
Hasting Street, Noosa measuring approximately 5 metres by 4 metres..

(b) “Index Number” The Consumer Price tndex (All Groups) for Brisbane as published by
the Australian Bureau of Statistics provided that if such Index is suspended or
discontinued the expression shall mean such Index which in the opinion of the Australian

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Statistician (whether published or advised) at the request of either party reflects on a
consistent basis changes which have occurred in the cost of living in Brisbane provided
further that if the Australian Statistician has not published and will not advise an
appropriate Index the expression shalt mean such Index which accurately reflects
changes in the cost of living in Brisbane as determined by a consulting actuary (being a
member of the Institute of Actuaries of Australia) to be agreed upon by the parties and in
the absence of agreement for a period of seven days to be appointed by the person for
the time being acting as President of that Institute and the current index number or the
index number then current refers in the case of an Index Number published or advised
by the Australian Statistician to the Index Number last published before the relevant date
and in any other case to the Index Number which the Consulting Actuary considers
appropriate as at the relevant date.

(c) “Indexed Amount” The expression “indexed amount" shall mean in respect of any
Licence year the amount derived by multiplying the Licence fee for the last preceding
Licence year by the index number current on the first day of the Licence year in respect
of which the indexed amount is being calculated and dividing the result by the index
number current on the first day of the last preceding Licence year.

(d) tn this Agreement unless the contrary intention appears:

(i) the singular includes the plural and vice versa; .

(ii) headings are for convenience of reference only and do not affect the
construction or interpretation of this Agreement;

(iii) where a party to this Agreement is more than one person they are jointly and
severally liable;

(iv) person includes corporation.

Guarantee

In consideration of the Body Corporate having at the Guarantor's request consented to the grant
of the Licence to the Licensee the Guarantor hereby guarantees to the Body Corporate the due
and punctual performance and observance of all the Licensee's obligations, agreement and
stipulations under this Agreement, including the due and punctual payment of all rent and other
moneys payable under or pursuant to the terms of the Agreement and the Guarantor further
hereby covenants and agrees to indemnify and keep indemnified the Body Corporate against
any loss howsoever arising which it may suffer or incur In consequence of any failure on the part
of the Licensee to promptly perform its obligations under this Agreement including any loss the

. Body Corporate may suffer or incur in consequence of any failure on the part of the Licensee to
promptly pay any rént or other moneys payable and all costs, charges and expenses to which
the Body Corporate may be put (including legal costs calculated on a solicitor and own client
basis) in consequence of any such failure or arising thereout and the Guarantor hereby further
covenants and agrees that this guarantee shall not be affected or discharged by the Body
Corporate granting to the Licensee any time or other indulgence or other consideration or by
teason of any transaction that may take place between the Body Corporate and the Licensee or
between the Body Corporate and the Guarantor or by any other act or omission on the Body
Corporate’s part whereby the liability of the Guarantor as surety would but for this provision
have been affected or discharged. The covenants and agreements herein contained bind each
of the persons defined as the Guarantor notwithstanding any failure of any other such persons
to execute this guardntee or any technica! defect to such execution or this guarantee and
indemnity not being binding on such person.

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EXECUTED as an Agreement.

 

EOR OCEAN BREEZE CTS 10445 was aifixed by

   
  

THE SEAL OF THE BOpY CORPORA’

 

vee HALE PERSM cserese GN OF ss

Office held é
AFM CK LOE... ASME

Name of authorised person (block

letters)

 

 

EXECUTED AS A DEED by RESTAURANT CO-OP PTY LTD ACN 106 614 957
as Licensee in accordance with Section 127(1) of the Corporations Law:

  

       

 

Signature authorised person

Director ...... DIPOCHON oes ceseetectactencenesseneennenee
Office held Office held

PERRY CHARLES TAYLOR......... waene RYAN TAYLOR. ......0--cessessesserssseseree
Name of authorised person (block Name of authorised person (block letters)
letters)

 

 

EXECUTED AS A DEED by PERRY CHARLES TAYLOR as Guarantor

 

| Mafgated . Vos _

Name of Witness

 

 

 

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EXECUTED AS A DEED by RYAN TAYLOR as Guarantor

 

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