Assignment of Gaming Machine Revenue


 


TMIX Darling Harbour Pty Limited


ACN 152 745 670


 


Chanticleer Holdings Inc.


A Delaware Corporation


 




    	 



    	 



    

 


CONTENTS


 





	CLAUSE	 	 	PAGE
	 	 	 	 
	1.	definitions	 	1
	 	 	 	 
	2.	Interpretation	 	2
	 	 	 	 
	 	2.1 	Multiple Parties	 	 
	 	 	 	 
	3.	LICENSEES CONSENT	 	3
	 	 	 	 
	4.	ASSIGNMENT OF GAMING MACHINE REVENUE	 	3
	 	 	 	 
	5.	SOLE RIGHTS	 	3
	 	 	 	 
	6.	POKER GAMING AND AMUSEMENT MACHINES	 	3
	 	 	 	 
	7.	ACCOUNTS	 	4
	 	 	 	 
	8.	NOTICES	 	4
	 	 	 	 
	 	8.1	Notices	 	4
	 	8.2	How to give a notice	 	4
	 	8.3	When a notice is given	 	5
	 	8.4	Address for notices	 	5
	 	 	 	 
	9.	GST	 	5
	 	 	 	 
	 	9.1	Payment of GST	 	5
	 	9.2	Later adjustment to price or GST	 	5
	 	9.3	Change in the GST Law	 	6
	 	9.4	Indemnities and reimbursement	 	6
	 	 	 	 
	10.	GENERAL	 	6
	 	 	 	 
	 	9.1	Waiver	 	6
	 	9.2	Amendment	 	6
	 	9.3	Attorneys	 	6
	 	9.4	Severability	 	6
	 	9.5	Counterparts	 	6
	 	9.6	Further assurance	 	6
	 	9.7	Entire agreement	 	7
	 	 	 	 
	Schedule	 	 
	1	Schedule	 	8
	 	 	 	 
	Attachments	 	 
	 	 	 	 
	A	Attachment	 	8







 




    	 



    	 



    

 


THIS DEED is made on June 30, 2014


 


BETWEEN:


 


		(1)	TMIX Darling Harbour Party Limited (the Assignor); and



 


		(2)	Chanticleer Holdings, Inc. (the Assignee).



 


RECITALS:


 


		(A)	The Assignee has agreed to refinance Related Entities of the Assignor in relation to its debt facility
in accordance with the Transaction Documents.



 


		(B)	In consideration of repayment of the Facility, the Assignor has agreed (and the Assignee has accepted)
an assignment of the Gaming Machine Revenue from the Premises until extinguishment of the debt.



 


		(C)	The Licensee consents to the transfer of the Assignor's interest in the Gaming Machine Revenue,
subject to this deed.



 


THE PARTIES AGREE AS FOLLOWS:


 


		1.	definitions



 


Business
Day means a day on which banks are open for general banking business in the state or territory in which the Premises are located.


 


Corporations
Act means the Corporations Act 2001 (Cth).


 


Gaming
Machine has the same meaning given to gaming machines in the Gaming Machines Act.


 


Gaming
Machines Act means the Gaming Machines Act (NSW) 2001.


 


Gaming
Machine Revenue means all revenue directly sourced from any Gaming Machines owned and operated
by the Assignor on the Premises.


 


GST
includes:


 


		(a)	any other goods and services tax, or any tax applying to this transaction in a similar way;



 


		(b)	any additional tax, penalty, fine, interest or other charge relating to GST; and



 


(c)an
amount an entity is notionally liable to pay as GST or an amount which is treated as GST under the A New Tax System (Goods and
Services Tax) Act 1999 (Cth).


 


GST Law
means the same as "GST law" means in A New Tax System (Goods and Services Tax) Act 1999 (Cth).


 


Input Tax
Credit includes any notional input tax credit.


 


Licensee
means the Assignor’s nominated representative on the Certificate of Gaming Machine
Entitlement.


 


Poker Machine
Entitlements has the same meaning given to poker machine entitlements in the Gaming Machines
Act and includes all poker machine entitlements attached the liquor licence from time to time.


 




    	1



    	 



    

 


Poker Machine
Permits has the same meaning given to poker machines permits in the Gaming Machines Act and
includes all poker machine permits attached to the Liquor Licence from time to time.


 


Premises
means the premises described in Item 6.


 


Related
Entities has the same meaning as prescribed in s9 of the Corporations Act.


 


Repayment
Date means the date that the Principal and Interest as defined in the Transaction Documents
is repaid in full and final satisfaction of the Facility.


 


Schedule
means the schedule contained in this deed.


 


Transaction
Documents means all documents evidencing the refinancing of Related Entities of the Assignor
dated on or around the date of this Deed.


 


		2.	Interpretation



 


In this deed unless the context
otherwise requires:


 


		(a)	unless defined in clause 1, a word or phrase has the same meaning as in the Transaction Documents;



 


		(b)	a covenant or agreement on the part of two or more persons binds them jointly and severally;



 


		(c)	the singular includes the plural and vice versa;



 


		(d)	a reference to an individual or person includes a corporation, partnership, joint venture, association,
authority, trust, state or government and vice versa;



 


		(e)	a reference to any agreement or document is to that agreement or document (and, where applicable,
any of its provisions) as amended, novated, supplemented or replaced from time to time;



 


		(f)	a reference to any party to this deed or any other document or arrangement includes that party's
executors, administrators, substitutes, successors and permitted assigns;



 


		(g)	a reference to dollars or $ is to Australian currency;



 


		(h)	a reference to an Item is to the relevant Item in the Schedule; and



 


		(i)	Terms defined in the GST Law have the same meaning in this deed unless the context otherwise requires.



 


		(j)	Multiple parties



 




    	2



    	 



    

 


If either the Assignor or Assignee
is made up of more than one person:


 


i)    an obligation
of those persons is joint and several;


 


ii)    a right
of those persons is held by each of them severally; and


 


iii)    any
other reference to that party or term is a reference to each of those persons separately, so that (for example) a representation,
warranty or undertaking is given by each of them separately.


 


		2.	Licencees CONSENT



 


Subject to this deed, the Licensee
consents to the transfer of only the Assignor's revenue interest in the Gaming Machines to the Assignee in consideration of the
Transaction Documents entered into on or around the date of this Deed until the Repayment Date.


 


		3.	ASSIGNMENT OF Gaming Machine Revenue



 


From the Transfer Date until
the Repayment Date:


 


		(a)	the Assignor only assigns its interest and benefit in the Gaming Machine Revenue to the Assignee;
and



 


		(b)	the Assignee accepts the Assignor's interest and benefit in the Gaming Machine Revenue.



 


		4.	Repayment of Debt



 


From the Repayment date:


 


		(a)	the Assignor will reduce and assign only 60% of its interest and benefit in the Gaming Machine
Revenue to the Assignee; and



 


		(b)	the Assignee accepts the reduction (in consideration that the Facility has been repaid) of the
Assignor's interest and benefit in the Gaming Machine Revenue.



 


		5.	Sole rights



 


		(a)	Notwithstanding anything contained in this Deed, the only assignment considered in this Deed is
that of the Gamine Machine Revenue. All other rights, entitlements, ownership (legal, beneficial and equitable) remain with the
Assignor at all times.



 


		(b)	The Assignment of the Gaming Machine Revenue is in sole consideration of the Transaction Documents
entered into on or around the date of this Deed.



 


		6.	Poker, Gaming and amusement machines



 


		(a)	The Assignee acknowledges and agrees that any Poker Machine Entitlements, Poker Machine Permits
or authorisations (now and when granted) are, and will remain, the absolute property of the Assignor at all times;



 


		(b)	The Assignee acknowledges and agrees that the Assignor has obtained and installed and may in the
future install in the Premises such poker machines and approved amusement devices as may in the opinion of the Assignor be necessary
and the Assignee acknowledges the Assignor's beneficial ownership of and interest in the said poker machines and the entitlements,
permits and authorities as may from time to time relate thereto;



 




    	3



    	 



    

 


		(c)	In the event that there are a greater number of Poker Machine Entitlements in relation to the number
of Poker Machines on the Premises, only the Assignor may install new Poker Machines on the Premises (New Poker Machines);



 


		(d)	Absolute ownership of the New Poker Machines remains with the Assignor at all times;



 


		(e)	The Assignee will not permit to be installed upon the Premises any other poker machine, gaming
or approved amusement device without the consent of the Assignor and such consent may be withheld by the Assignor without any reason
whatsoever being assigned therefor. Provided that upon installation such poker machines, gaming and/or approved amusement device
and any entitlement permit or authorisation pertaining thereto shall become the absolute property of the Assignor;



 


		(f)	The Assignee will not transfer or attempt to transfer any licences, authorities, permits or entitlements
to poker machines or other gaming devices to any other licensed premises, trust, partnership, person or corporation;



 


		(g)	The Assignor will maintain and repair the poker machines and will do all things necessary to comply
with the Liquor Act and Gaming Machines Act (as amended) and will jointly pay all other expenses in respect of the poker machines
including poker machine duty, licence fees and other taxes.



 


		(h)	The Assignee, where requested (and without delay), will at all times notify all relevant authorities
required by law, including the Casino Liquor and Gaming Control Authority, the Assignor is the legal and beneficial owner of the
Premises, licence, entitlements, permits, authorisations and all poker machines present at the Premises at any time.



 


(i)A current listing of
the Gaming Machines is attached hereto as Attachment A.


 


		7.	Accounts



 


		(a)	By the tenth (10th) day of each calendar month, the Assignor shall provide the Assignee
records evidencing the Gaming Machine Revenue for the month prior.



 


		(b)	The Assignee accepts that such records may be redacted by the Assignor to preserve financially
sensitive information that does not relate to the Gaming Machine Revenue.



 


		8.	NOTICES



 


		8.1	Notices



 


For the purpose of this clause
notice means a notice, consent, approval or other communication under this deed.


 


		8.2	How to give a notice



 


A notice must be signed by or
on behalf of the person giving it, addressed to the person to whom it is to be given and:


 


		(a)	delivered to that person's address;



 


		(b)	sent by pre-paid mail to that person's address; or



 


		(c)	transmitted by facsimile to that person's address.



 




    	4



    	 



    

 


		8.3	When a notice is given



 


A notice given to a person in
accordance with this clause is treated as having been given and received:


 


		(a)	if delivered, on the day of delivery if delivered before 5.00 pm on a Business Day, otherwise on
the next Business Day;



 


		(b)	if sent by pre-paid mail, on the third Business Day after posting; or



 


		(c)	if transmitted by facsimile and a correct and complete transmission report is received, on the
day of transmission if the report states that transmission was completed before 5.00 pm on a Business Day, otherwise on the next
Business Day.



 


		8.4	Address for notices



 


For the purpose of this clause
the address and facsimile number of a person are those set out below that person's name in the relevant Item in the Schedule
or another address of which that person may from time to time give notice to each other person.


 


		9.	GST



 


		9.1	Payment of GST



 


If GST is or will be payable
on a supply made under or in connection with this deed, to the extent that the consideration otherwise provided for that supply
under this deed is not stated to include an amount in respect of GST on the supply:


 


		(a)	the consideration otherwise provided for that supply under this deed is increased by the amount
of that GST; and



 


		(b)	the recipient must make payment of the increase as and when the consideration otherwise provided
for, or relevant part of it, must be paid or provided or, if the consideration has already been paid or provided, within seven
days of receiving a written demand from the supplier.



 


		9.2	Later adjustment to price or GST



 


If there is an adjustment event
in relation to a supply which results in the amount of GST on a supply being different from the amount in respect of GST already
recovered by the supplier, as appropriate, the supplier within 14 days of becoming aware of the adjustment event:


 


		(a)	may recover from the recipient the amount by which the amount of GST on the supply exceeds the
amount already recovered by giving seven days written notice; or



 


		(b)	must refund to the recipient the amount by which the amount already recovered exceeds the amount
of GST on the supply to the extent that the supplier is entitled to a refund or credit from the Commissioner of Taxation; and



 


		(c)	must issue an adjustment note or tax invoice reflecting the adjustment event in relation to the
supply to the recipient within 28 days of the adjustment event except where the recipient is required to issue an adjustment
note or tax invoice in relation to the supply.



 




    	5



    	 



    

 


		9.3	Change in the GST Law



 


If the GST Law changes (including
without limitation as a result of a change in the GST rate) after the date of this deed, any consideration that expressly includes
GST must be adjusted to reflect the change in the GST Law.


 


		9.4	Indemnities and reimbursement



 


		(a)	Costs actually or estimated to be incurred or revenue actually or estimated to be earned or lost
by a party that is required to be reimbursed or indemnified by another party or used as the basis for calculation of consideration
for a supply under this deed must exclude the amount of GST referrable to the cost to the extent to which an entitlement arises
or would arise to claim an input tax credit and in relation to revenue must exclude any amount in respect of GST referable to the
revenue.



 


		(b)	The parties each indemnify the other against all GST, and losses, liabilities and expenses (including
legal liabilities on a full indemnity basis) that the other incurs (directly or indirectly) as a result of a breach of a warranty
or other provision in this deed relating to GST.



 


		10.	GENERAL



 


		10.1	Waiver



 


The non-exercise of or delay
in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of
a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may
only be waived in writing, signed by the party to be bound by the waiver.


 


		10.2	Amendment



 


This deed may only be amended
in writing, signed by the parties.


 


		10.3	Attorneys



 


Each attorney who executes this
deed on behalf of a party declares that the attorney has no notice of the revocation or suspension by the grantor or in any manner
of the power of attorney under the authority of which the attorney executes this deed and has no notice of the death of the grantor.


 


		10.4	Severability



 


Any provision in this deed which
is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to
be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without
affecting the remaining provisions of this deed or affecting the validity or enforceability of that provision in any other jurisdiction.


 


		10.5	Counterparts



 


This deed may be executed in
any number of counterparts and all of those counterparts taken together constitute one and the same instrument.


 


		10.6	Further assurance



 


Each party must do, sign, execute
and deliver and must procure that each of its employees and agent does, signs, executes and delivers, all deeds, documents, instruments
and acts reasonably required of it or them by notice from another party to carry out and give full effect to this deed and the
rights and obligations of the parties under it.


 




    	6



    	 



    

 


		10.7	Entire agreement



 


This deed is the entire agreement
of the parties on the subject matter. The only enforceable obligations and liabilities of the parties in relation to the subject
matter are those that arise out of the provisions contained in this deed. All representations, communications and prior agreements
in relation to the subject matter are merged in and superseded by this deed.


 




    	7



    	 



    

 


Schedule
1


 


Schedule


 


	Item 1	Date of Deed	 
	 	30 June 2014	 
	 	 	 
	Item 2	Assignor	 
		Assignor:	TMIX Darling Harbour Pty Ltd
	 	 	ACN 152 745 670
	 	Address:	C9 24-32 Lexington Drive, Bella Vista

NSW Australia 2153
	 	Facsimile:	+61 (2) 9672 6423
	 	 	 
	 	Attention:	Accounts
	 	 	 
	Item 3	Assignee	 
	 	Assignee:	Chanticleer Holdings, Inc.
	 	 	Registration number:
	 	Address:	11220 Elm Lane Suite 203, Charlotte NC

28277 USA
	 	Facsimile:	 
	 	Attention:	 
	 	 	 
	Item 4	Transfer Date
	 	Date of this Deed (Item 1)
	 	 
	Item 5	Premises
	 	Shop 225, Level 1, Harbourside Festival Marketplace, Darling

Harbour NSW, Australia 2000




 




    	8



    	 



    

 


EXECUTED by the parties as a deed.


 


	executed by TMIX Darling 

harbour PTY LTD:	 	 
	 	 	 
	/s/ Morney Schlebusch	 	 
	Signature of director	 	
		 	 
	Morney Schlebusch	 	 
	Name	 	


 





	
        executed
by Chanticleer 

Holdings inc. 
	 	 
	 	 	 
	/s/ Michael  D. Pruitt	 	 
	Signature of director	 	
		 	 
	Michael D. Pruitt	 	 
	Name	 	


 




    	9