Exhibit
10.11


 


Contract
of Sale of Business


AGREEMENT
FOR SALE AND PURCHASE OF SECURITIES (“SECURITIES SALE AGREEMENT”)


WARNING


THIS
IS A BINDING CONTRACT


YOU
SHOULD OBTAIN THE ADVICE OF A SOLICITOR BEFORE YOU SIGN


 


	Dated:	Friday,
    Jan 19, 2018
	Business
    name and description	GLOBAL
        INSTITUTE OF VOCATIONAL EDUCATION PTY. LTD.

        ABN
        43 611 184 206

        RTO
        ID: 45175 (Registered with ASQA)



 





	Vendor	
        Azmat Ali

        Chief Executive Officer

        GLOBAL INSTITUTE OF VOCATIONAL EDUCATION PTY. LTD.

        0430 320 046

        aliazmat.au@gmail.com

	Vendor’s address	
        22 Cuthbert Av

        Truganina VIC 3029

	Purchaser(s) Address and Details
	Purchaser	
        Ali Kasa

        Chief Executive Officer

        Anvia (Australia) Pty Ltd f.k.a Kasa Corporation (Australia)
        Pty Ltd

        0439307455

        ali.kasa@anviaholdings.com

	Purchaser’s address	
        366 Nursery Road, Holland Park, 4121, QLD

         

	Covenantors’ Details	Not Applicable
	Purchase Price	$81,900 [Purchase Price Schedule 1]
	Deposit	$4095 Paid on 12 October 2017
	Balance of Purchase Price 	
        ●   $26,500 payable
        before on 19 January 2018

        ●   $15,305 payable
        before or on 31 March 2018

        ●   $36,000 payable
        before or on 15 June 2018

	Purchase Price apportionment 	[ List of all Assets Schedule 3] (Assets, Goodwill etc.)
	Stock Valuer	Not Applicable
	Stake Holder (Agent)	Not Applicable







 




    	 



    	 



    

 





	Assistance
    Period

    (insert number of days before and after Completion)	 Until
    the extension of scope is completed.
	Restraint
    Area

    (insert the area where the Vendor and Covenantors must not compete etc., with the Business during the Restraint Period)	 Not
    applicable
	Restraint
    Period

    (insert the period during which the Vendor and Covenantors must not compete etc. with the Business within the Restraint Area)	
     Not     applicable


 


	Conditions

    (for example, subject to finance)	 


 


	Completion
    Date	19th
    January, 2018
	Location
    for Completion	Melbourne
    VICTORIA


 


	Employees

    (insert names of employees who must be offered employment by the Purchaser)	Not
    Applicable


 




    	 



    	 



    




 


	Premises

    (insert address)	No
    Leasehold or premises are included
	Premises
    Lease

    (insert particulars of lessor, registration number, expiry and options remaining etc.)	Not
    Applicable
	Motor
    Vehicles

    (insert particulars of registration, make, model 

    and any Encumbrances being transferred to the Purchaser etc.)	Not
    Applicable
	Leased
    Equipment

    (insert particulars of lessor, make, model, remainder owing and duration of lease etc.)	Not
        Applicable

         

         

         

         

	Hired
    Equipment

    (insert particulars of hirer, make and model, periodic payments and term etc.)	Not
        Applicable

         

         



 




    	 



    	 



    

 





	Intellectual
    Property Rights

    (insert description and details of 

    any licences, including term and ongoing 

    fees etc.)	●   ASQA         Registration – RTO ID 45175

        ●   Compliance
        Forms

        ●   ASIC
        Company Documents

        ●   Policies
        and Procedures

        ●   Student
        Handbook

        ●   Trainer
        Handbook

        ●   Staff
        Register and Trainer Files

        ●   Complaints
        and appeals documents

        ●   Continuous
        Improvement register

        ●   Enrollment
        forms

        ●   Training
        and Assessment Strategies

        ●   Assessment
        Tools Student Assessment and Trainer Guides

        ●   Validation
        Register, Schedule and completed Validation

        ●   ASQA
        – Communications and Resources

        ●   Invoices

        ●   Marketing

        ●   Business
        Plan

        ●   Statement
        of Attainment and Qualifications

        ●   Industry
        Consultation

        ●   Training
        Package Details

	Business
    Contracts and Arrangements	No
    Business Contract will be transferred with the License 
	Excluded
    Assets

    (insert particulars of assets not being transferred with Business)	[
    List of all Assets Schedule 3]


 


Executed
as an agreement


 








	SIGNED by (or on behalf of) the Vendor	
        Name: Azmat Ali

         

        Title: Director / CEO

         

        Date: Thursday, 19 January 2018

	SIGNED by (or on behalf of) the Purchaser(s)	
        Name: Ali Kasa

         

        Title: CEO

         

        Date: Thursday, 19 January 2018





 





 




    	 



    	 



    

 





1.
       Cooling Off


 


		1.1	Subject
                                         to clause 1.2, the Purchaser may terminate this contract by giving written notice to
                                         the Vendor (or the Vendor’s agent) within 3 Business Days after the day the Purchaser
                                         signs the contract.



 


		1.2	The
                                         Purchaser is entitled to give notice under clause 1.1 where the Purchaser previously
                                         signed a similar contract for the purchase of the Business.



 


		1.3	If
                                         the Purchaser terminates this contract under clause 1.1, any payment the Purchaser made
                                         to the Vendor or Stakeholder must be refunded. 10% Administration charges will incur
                                         for completion of contract, advertising and re selling fees. These charges will be deducted
                                         from the deposit and balance will be paid within 7 days to terminating this contract
                                         within cooling off period. This will not apply after the cooling off period.



 


2.       Sale
and Purchase [List of all Assets Schedule 3] [Purchase Price Schedule 1]


 


If
all Conditions are satisfied, at Completion:


 


		2.1	the
                                         Vendor (as legal and beneficial owner) sells; and



 


		2.2	the
                                         Purchaser buys, free from all Encumbrances (other than those Encumbrances listed in the
                                         Particulars), the
Business and the Assets.






 


		3.	Conditions



 


		3.1	The
                                         rights and obligations of the parties in this contract have no force or effect until
                                         all Conditions are satisfied.



 


		3.2	Each
                                         party must:



 


		3.2.1	immediately
                                         notify the other party of the satisfaction of its Conditions; and



 


		3.2.2	provide
                                         evidence to establish, to the reasonable satisfaction of the other party, that its Conditions
                                         have been satisfied.



 


		3.3	If
                                         the Conditions are not satisfied or waived by the Purchaser on or before:



 


		3.3.1	5.00
                                         p.m., two Business Days prior to the Completion Date; or



 


		3.3.2	such
                                         other date and time agreed in writing by the parties,



 


this
contract terminates immediately, except with regard to:


 


		3.3.3	the
                                         Deposit; and



 


		3.3.4	the
                                         Confidential Information.



 




    	 



    	 



    

 





		4.	Purchase
                                         Price [Purchase Price Schedule 1]



 


		4.1	The
                                         Purchaser must pay:



 


		4.1.1	On
                                         the date specified in the Particulars—the Deposit to the Stakeholder; and



 


		4.1.2	On
                                         Completion—the balance of the Purchase Price as directed by the Vendor.



 


		4.2	Within
                                         two Business Days of receipt, the Stakeholder must invest the Deposit in non-interest
                                         bearing account with its Bank.



 


		4.3	The
                                         Vendor must direct the Stakeholder to cause the Deposit to be:



 


		4.3.1	Released
                                         to the Vendor upon Completion; or



 


		4.3.2	released
                                         and forfeited to the Vendor if this contract is lawfully terminated due to the breach
                                         of the Purchaser, without prejudice to any other right that the Vendor may have arising
                                         from the breach; or



 


		4.3.3	released
                                         to the seller if the contract is lawfully terminated other than as a result of a default
                                         on the part of the Purchaser.



 


		4.4	Unless
                                         otherwise agreed by the Vendor, the Purchaser must pay the Purchase Price by bank cheque.



 


		4.5	The
                                         Purchase Price must be apportioned between the Assets on the basis set out in the Particulars.



 


		5.	Title
                                         and Risk [ List of all Assets Schedule 3]



 


		5.1	The
                                         Purchaser is only entitled to the income and profits of the Business accrued after Completion
                                         when full payment for the purchase of securities has been paid.



 


		5.2	Possession
                                         of the Assets sold under this contract and risk related to the Assets must be given and
                                         taken at Completion.



 


		5.3	After
                                         signing the contract, the purchaser must maintain current insurance policies in respect
                                         of the Assets covering such risks and for such amounts as would be maintained in accordance
                                         with prudent business practice and it would be responsibility of the purchaser to bear
                                         all expenses relating to the business such as registration cost, insurance premiums and
                                         software access charges



 


		5.4	If
                                         any of the Assets are damaged, destroyed or otherwise affected before Completion to a
                                         degree which, in the reasonable opinion of the Purchaser, materially and adversely affects
                                         the conduct or profitability of the Business, the Purchaser may ask for a refund of the
                                         money from which 30% administration charges will be deducted by the purchaser.



 




    	 



    	 



    




 


		5.5	If
                                         the Purchaser does not elect to terminate this contract and the Vendor is not adequately
                                         insured under the contracts of insurance referred to in clause 5.3, 10% of the purchase
                                         price will be adjusted and must be reflected in Purchase Price as agreed between the
                                         Vendor and the Purchaser or, failing agreement, as determined by an independent third
                                         party acting as an expert. If the parties cannot agree on appointment of the third party
                                         or their remuneration or both, then either party may ask the President (or nominee) of
                                         the Law Institute of Victoria to appoint a suitable independent third party or determine
                                         that person’s remuneration or both.



 


		5.6	The
                                         Purchaser and its representatives are entitled to full management and control of the
                                         Business after Completion date and full payment has been made.



 


		5.7	Title
                                         to the Assets and the benefit of the Goodwill passes to the Purchaser at Completion.



 


		5.8	ASIC
                                         Securities will not be transferred until the full payment has been made



 


		5.9	ASQAnet
                                         details will not be updated until full payment is made. After completion date purchaser
                                         has 28 days to notify ASQA of material change of event and it is responsibility of the
                                         purchaser to notify ASQA of new owners of the business.



 


		6.	Continuation
                                         of Business



 


		6.1	Prior
                                         to Completion the Vendor must carry on the Business in the usual and ordinary course
                                         and do all things necessary or desirable to preserve and enhance the Goodwill and not
                                         do anything which may damage the Goodwill at any time.



 


		6.2	Vendor
                                         will be able to operate as normal business until the completion date or 6 months from
                                         the time deposit is paid until whichever comes later. However it will be complete responsibility
                                         of the purchaser from the time deposit is paid to maintain business license, pay ASIC
                                         fees. ASQA registration fees and other business related expenses.



 


		7.	Sale
                                         as Going Concern



 


		7.1	The
                                         Purchaser warrants that it is registered for GST purposes and will remain registered
                                         prior to and during Completion.



 


		7.2	The
                                         parties acknowledge and agree that the sale of the Assets under this contract, together
                                         with the supply of anything else by the Vendor to the Purchaser under this contract,
                                         constitutes a GST-free supply of a going concern.



 


		7.3	If
                                         at any time the supply or supplies under this contract do not constitute a supply of
                                         a going concern, the Purchaser must pay to the supplier an amount equal to the GST payable
                                         on the supply together with any general interest charge or penalties imposed by the Commissioner
                                         of Taxation.



 




    	 



    	 



    

 








		8.	Assistance



 


The
Vendor must do whatever is reasonably necessary to introduce the Purchaser to customers and suppliers connected with the Business
and give the Purchaser reasonable assistance and advice about running the Business during the Assistance Period.


 


		9.	Access
                                         to Records and Copies



 


		9.1	The
                                         Vendor must facilitate and ensure that the Purchaser, its agents, representatives, accountants
                                         and solicitors are authorised and provided with full and free access to the Premises
                                         and the Records at all reasonable times before the Completion Date.



 


		9.2	In
                                         exercise of the rights granted under clause 9.1, the Purchaser may make copies of material
                                         examined, consult with the Vendor’s auditor or accountant and, subject to the prior
                                         consent of the Vendor (which may not be unreasonably withheld), consult with Employees.



 


		9.3	Until
                                         completion, or in the event that the sale and purchase of the Business and Assets is
                                         not completed under this contract, the Purchaser, its agents, representatives, accountants
                                         and solicitors must keep strictly confidential all information supplied or obtained under
                                         clauses 9.1 and 9.2.



 


		10.	Completion
                                         [List of all Assets Schedule 3] [Purchase Price Schedule 1]



 


		10.1	Completion
                                         must take place on the Completion Date at the location specified in the Particulars or
                                         such other place as the parties agree.



 


		10.2	At
                                         Completion, the Vendor must, at its own cost (if any):



 


		10.2.1	deliver
                                         to the Purchaser duly executed transfers of or consents relating to the Intellectual
                                         Property Rights (where applicable) in a form acceptable to the Purchaser;



 


		10.2.2	assign
                                         to the Purchaser all its right, title and interest in the Business Contracts and Arrangements
                                         and deliver to the Purchaser all required consents to such assignment; and



 


		10.2.3	deliver
                                         to the Purchaser duly executed documents to enable the Purchaser to apply for and obtain
                                         a transfer of all Statutory Licenses to enable the Purchaser to lawfully carry on the
                                         Business after Completion; and



 


		10.2.4	deliver
                                         to the Purchaser the Records and the Students List; and



 


		10.2.5	deliver
                                         to the Purchaser a list setting out, with respect to each Transferring Employee, their
                                         date of commencement of employment, rates of remuneration, leave and other entitlements
                                         as at Completion; and



 




    	 



    	 



    

 





		10.2.6	unless
                                         clauses 14, 15 or 16 of this contract apply, deliver to the Purchaser the written consents
                                         of the respective owners, lessors or mortgagors to the assignment of the Hire Purchase
                                         Agreements, the Equipment Leases and the Premises Leases in a form acceptable to the
                                         Purchaser together with the original duly stamped leases or agreements and duly executed
                                         assignments or transfers (if necessary); and



 


		10.2.7	deliver
                                         to the Purchaser:



 


		10.2.7.1	certificates
                                         of registration, with ASIC, ASQA and ATO



 


		10.2.8	transfer
                                         to the control of the Purchaser any deposit money held in company account for customers
                                         of the Business.



 


		10.3	At
                                         Completion, the Purchaser must pay, as directed by the Vendor, that part of the Purchase
                                         Price referred to in clause 4.1.2 (plus or minus the net amount of adjustments required
                                         to be made between the parties in accordance with this contract, including clause 12).



 




    	 



    	 



    

 


		11.	Stocktake



 


		11.1	On
                                         the day immediately prior to Completion and (if necessary) on the Completion Date but
                                         prior to Completion, the Vendor and the Purchaser must carry out a physical stocktake
                                         of the Stock.



 


		11.2	In
                                         carrying out the physical stocktake, the Vendor and the Purchaser must classify all items
                                         of Stock as:



 


		11.2.1	good
                                         and saleable; or



 


		11.2.2	not
                                         of merchantable quality.



 


		11.3	Each
                                         class of Stock must be valued as follows:



 


		11.3.1	the
                                         good and saleable Stock must be valued at the last invoiced cost price to the Vendor
                                         (including GST) as determined by the Vendor and Purchaser from the Records; and



 


		11.3.2	Stock
                                         which is not of merchantable quality must be valued by agreement between the Vendor and
                                         the Purchaser or, failing agreement by Completion, be determined in the manner set out
                                         in clause 11.4.



 


		11.4	Any
                                         dispute between the Vendor and the Purchaser relating to the physical quantity, quality,
                                         standard, classification, invoiced cost to the Vendor of Stock, or the value of items
                                         of Stock not of merchantable quality, which is not settled by Completion must be determined
                                         by the Stock Valuer.



 


		12.	Adjustments



 


All:


 


		12.1	periodical
                                         outgoings and expenses in respect of the Business (for example, rent, insurance, electricity,
                                         gas and water expenses); and



 


		12.2	any
                                         deposits received by the Vendor for goods to be supplied by the Business, must
be apportioned as at the Completion Date between the Vendor and the Purchaser and the Purchase Price adjusted accordingly.






 


13.       Assumption
of Debt and Liabilities


 


		13.1	With
                                         the exception of the Encumbrances specified in the Particulars (and only to the extent
                                         specified in the Particulars), the Purchaser does not assume any debt, liability or obligation
                                         of the Vendor, whether known or unknown, fixed or contingent.



 




    	 



    	 



    

 





		14.	Hire
                                         Purchase Agreements and Equipment Leases



 


		14.1	The
                                         Vendor must secure and the Purchaser must take an assignment of the Hire Purchase Agreements
                                         and Equipment Leases as at and with effect from the Completion Date.



 


		14.2	The
                                         Purchaser must provide to the Vendor all information as is reasonably requested in order
                                         to obtain an assignment or novation of the Hire Purchase Agreements and Equipment Leases.



 


		14.3	The
                                         Purchaser must assume, perform and observe the covenants and obligations of the Vendor
                                         under the Hire Purchase Agreements and Equipment Leases from the Completion Date and
                                         indemnifies the Vendor against any Claims or Liabilities arising as a result of any breach
                                         of such agreements by the Purchaser after the Completion Date.



 


		14.4	If
                                         the Vendor is unable to procure the assignment or novation of a Hire Purchase Agreement
                                         or Equipment Lease to the Purchaser prior to the Completion Date, the Purchaser will
                                         accept the relevant Hired Equipment or Leased Equipment



 


15.       Premises
Leases


 


		15.1	The
                                         Purchaser must provide to the Vendor all information as is reasonably requested in order
                                         to obtain an assignment or novation of the Premises Leases.



 


		16.	Business
                                         Contracts and Arrangements



 


		16.1	If
                                         the assignment of any of the Business Contracts and Arrangements requires another party’s
                                         consent the purchaser must, until Completion and at its own cost, use its reasonable
                                         endeavours to get business contracts. Purchaser will not contact existing contracts directly
                                         and it will be responsibility of the vendor to finish of with existing contracts.



 


		16.2	The
                                         Purchaser must provide to the Vendor all information as is reasonably requested in order
                                         to obtain an assignment of the Business Contracts and Arrangements.



 


		16.3	In
                                         respect of each Business Contract and Arrangement assigned under this contract:



 


		16.3.1	the
                                         Vendor is responsible for complying with all of the obligations under it for the period
                                         up to and including the Completion Date; and



 


		16.3.2	the
                                         Purchaser is responsible for complying with all of the obligations under it for the period
                                         after the Completion Date; and



 




    	 



    	 



    

 





		16.3.3	each
                                         party accordingly indemnifies the other against all Claims or Liabilities arising out
                                         of or in relation to the nonpayment, nonobservance or nonperformance of any obligations
                                         arising under or arising in respect of each Business Contract and Arrangement.



 


		16.4	If
                                         the Purchaser is unable to procure the assignment of a Business Contract and Arrangement
                                         the vendor may, at its absolute discretion:



 


		16.4.1	require
                                         an appropriate addition in the Purchase Price, taking account of the expected value of
                                         the relevant Business Contract and Arrangement to the Business after Completion; or



 


		16.4.2	if
                                         the Business Contracts and Arrangements are material to the operation of the Business
                                         and the Purchaser has complied with clause 16.2, immediately terminate this contract
                                         by notice in writing to the Vendor with 20% administration charge will be payable to
                                         vendor for terminating the contract.



 


		17.	Motor
                                         Vehicles



 


		17.1	The
                                         Purchaser must bear the cost of any notice of disposal and any roadworthiness certificate
                                         required to be obtained (including the cost of any repair works required to obtain the
                                         roadworthiness certificate) in relation to any motor vehicle (owned or leased) sold or
                                         transferred under this contract.



 


		17.2	The
                                         Purchaser must bear the cost of preparing and lodging any notice of acquisition or other
                                         documents required to be lodged under the relevant motor vehicle legislation and all
                                         stamp and other duties payable with respect to the transfer of ownership of any motor
                                         vehicle under this contract.



 


		18.	Employees
                                         and Officers



 


		18.1	The
                                         Vendor must, at least 14 days prior to Completion, deliver to the Purchaser all relevant
                                         particulars of each Employee including the Employee’s date of commencement, applicable
                                         award, total remuneration (including bonuses or profit sharing arrangements), rostered
                                         days off, superannuation or pension contributions, Workcare contributions, accrued annual
                                         leave (including loading) and accrued long service leave entitlements due to the Employee
                                         as at the Completion Date.



 


		18.2	The
                                         Purchaser must, at least 7 days prior to Completion, offer to employ each Employee specified
                                         in the Particulars, with effect from and conditional on Completion, on terms and conditions
                                         no less favourable than those on which each such Employee is employed prior to the Completion
                                         Date.



 


		18.3	The
                                         Purchaser must advise the Vendor which Employees have accepted the Purchaser’s
                                         offer of employment (the “Transferring Employees”).



 




    	 



    	 



    

 





		18.4	The
                                         Vendor must not do anything to discourage any Employee from accepting employment with
                                         the Purchaser.



 


		18.5	The
                                         Vendor must, on and with effect from the close of business on the day prior to the Completion
                                         Date, terminate the employment of all of the Transferring Employees.



 


		18.6	On
                                         the Completion Date the Vendor must pay to each Employee who is not a Transferring Employee,
                                         or otherwise ceases work for the Vendor, all amounts due to him or her as at the Completion
                                         Date.



 


		18.7	On
                                         the Completion Date, the Vendor must pay to the Transferring Employees all amounts owing
                                         and due to them as at the Completion Date in respect of wages, salaries, commissions,
                                         bonuses, allowances and other emoluments relating to services rendered prior to the Completion
                                         Date.



 


		19.	Superannuation



 


		19.1	At
                                         Completion, the Vendor must pay all outstanding superannuation contributions owing as
                                         at the Completion Date in respect of the Transferring Employees.



 


		19.2	If
                                         the Vendor fails to comply with its obligation under clause 19.1, an amount equal to
                                         the aggregate of any outstanding superannuation contributions owing by the Vendor as
                                         at the Completion Date in respect of the Transferring Employees must be deducted from
                                         the Purchase Price.



 


		20.	Restraint



 


There
is no restraint period or area which applies to the vendor or purchaser in this agreement.


 


		21.	Warranties
                                         [Schedule 2]



 


		21.1	The
                                         Vendor and the Covenantors warrant and represent to the Purchaser as at the date of this
                                         contract and as at the Completion Date the matters set out in this clause.



 


		21.2	If
                                         the Vendor is a company:



 


		21.2.1	the
                                         Vendor is duly incorporated and has full corporate power to own the Assets and to carry
                                         on the Business; and



 


		21.2.2	the
                                         Vendor has the power to enter into and perform this contract; and



 




    	 



    	 



    

 


		21.2.3	no
                                         petition has been issued against the Vendor to wind it up nor has action been taken or
                                         threatened to be taken to seize or take possession of any of its assets (including the
                                         Assets); and



 


		21.2.4	no
                                         controller, administrator or trustee of the Vendor has been appointed.



 


		21.3	If
                                         the Vendor is a natural person or a company:



 


		21.3.1	there
                                         are no unsatisfied judgments against the Vendor which have not been disclosed to the
                                         Purchaser; nor has any sequestration order been made or writ of execution issued against
                                         the Vendor or any of its assets (including the Assets); and



 


		21.3.2	the
                                         sale of the Assets pursuant to this contract does not result in a breach of any obligation
                                         (including any statutory, contractual or fiduciary obligation) or constitute a default
                                         under or result in the imposition of any encumbrance under any agreement or undertaking,
                                         by which the Vendor is bound.



 


		21.4	The
                                         Accounts exhibit a true and fair view of the financial position and affairs of the Business,
                                         are true and accurate to a material extent and are not affected by unusual, extraordinary
                                         or non-recurring items.



 


		21.5	The
                                         Vendor holds all material statutory licences, consents and authorisations necessary for
                                         the carrying on of the Business.



 


		21.6	The
                                         conduct of the Business by the Vendor does not contravene any laws in any material respect
                                         and no allegation of any contravention of any applicable laws is known to the Vendor.



 


		21.7	All
                                         information concerning the Business and the Assets which the Vendor or any of the Vendor’s
                                         representatives have furnished to the Purchaser or the Purchaser’s representatives
                                         prior to the execution of this contract is true, complete and accurate in all material
                                         respects and is not misleading or deceptive whether by inclusion or omission.



 


		21.8	As
                                         far as the Vendor and the Covenantors are aware, there are no Claims by any person (including
                                         the Employees) or authority relating to the Business, other than those disclosed to the
                                         Purchaser.



 


		21.9	There
                                         are no outstanding notices or orders served or made by any person, body or authority
                                         affecting the Business and the Vendors are not aware of any proposals or circumstances
                                         which may result in such a notice or order being served or made.



 


		21.10	The
                                         Assets: [List of all Assets Schedule 3]



 


		21.10.1	are
                                         all of the assets (other than the Excluded Assets) which have been used and which are
                                         appropriate, material and necessary for the successful conduct of the Business; and



 




    	 



    	 



    




 


		21.10.2	will
                                         all be the property of the Vendor at Completion and will be free from all Encumbrances
                                         (other than those Encumbrances listed in the Particulars).



 


		21.11	The
                                         Premises Leases create a valid and enforceable leasehold interest in accordance with
                                         their terms and have not been amended or modified.



 


		21.12	The
                                         Premises are the only leasehold properties occupied or used by the Vendors in the conduct
                                         of the Business.



 


		21.13	The
                                         Vendor has duly and punctually observed and performed the terms and conditions of the
                                         Premises Leases, is not in breach or default under any term or provision of them or liable
                                         to forfeiture or termination.



 


		21.14	The
                                         Vendor has not received and is not aware of any notice from any party or competent authority
                                         affecting any right or interest under the Premises Leases.



 


		21.15	Each
                                         item of Plant and Equipment is in a good and safe state of repair and condition and satisfactory
                                         working order for its age (fair wear and tear excepted) and has been regularly and properly
                                         maintained.



 


		21.16	Other
                                         than as disclosed to the Purchaser, all Stock, whether in hand, in transit or in bond,
                                         is of good and merchantable quality, fit for the purpose for which it is intended to
                                         be used and is capable of being sold or used in the ordinary course of the Business,
                                         in accordance with the Vendor’s current price lists without rebate or allowance
                                         to a purchaser.



 


		21.17	The
                                         Vendor has:



 


		21.17.1	in
                                         relation to each Employee, complied in all material respects with all obligations imposed
                                         on it by statutes, orders, regulations, collective agreements, awards and codes of conduct
                                         relevant to conditions of service; and



 


		21.17.2	made
                                         all payments in respect of occupational superannuation required under any statute or
                                         award in respect of each Employee; and



 


		21.17.3	complied
                                         in all material respects with all statutory requirements as to workers’ compensation,
                                         insurance, payroll tax and income tax instalment deductions in relation to all Employees
                                         or past employees of the Business; and



 


		21.17.4	established
                                         procedures under and has complied in all material respects with all requirements at any
                                         time in force under all occupational, health and safety legislation.



 


		21.18	Each
                                         of the Business Contracts and Arrangements is valid, binding and enforceable against
                                         the parties to it and no party is in default.



 


		21.19	The
                                         Vendor is not aware of any grounds for rescission or avoidance or repudiation of any
                                         of the Business Contracts and Arrangements.



 




    	 



    	 



    

 





		21.20	The
                                         Vendor is not a party to any contractual arrangement in relation to the Business which
                                         may be terminated by any other party by reason of this contract or a change in the ownership
                                         of the Business.



 


		21.21	There
                                         are no existing challenges to the Vendor’s right, title or interest in any of the
                                         Intellectual Property Rights.



 


		21.22	As
                                         far as the Vendor is aware, the Vendor’s use of the Intellectual Property Rights
                                         does not breach the rights of any other person and no Claims have been asserted challenging
                                         the Vendor’s use of the Intellectual Property Rights.



 


		21.23	The
                                         Vendor is not aware of any use by any other corporation or person of any trademarks or
                                         domain names forming part of the Assets.



 


		21.24	There
                                         are no rights, benefits or arrangements used in or pertaining to the Business the benefit
                                         of which will not effectively pass to the Purchaser pursuant to this contract at Completion.



 


		22.	Limits
                                         on Warranties [Schedule 2]



 


		22.1	The
                                         Warranties are given subject to the disclosures in:



 


		22.1.1	this
                                         contract; and



 


		22.1.2	the
                                         Records; and



 


		22.1.3	any
                                         other document which, or a copy of which, has been given to the Purchaser before the
                                         a Date; and



 


		22.1.4	any
                                         other disclosure made by the Vendor to the Purchaser prior to the Completion Date.



 


		22.2	The
                                         Purchaser must not claim that any facts disclosed in any of the documents specified in
                                         this clause renders any of the Warranties untrue or misleading or causes them to be breached.



 


		22.3	The
                                         Vendor is not liable to the Purchaser for any Claim arising from or relating to, and
                                         the Purchaser expressly acknowledges and represents (with intention that the Vendor relies
                                         upon the representation) that it does not rely upon any statement, representation, warranty,
                                         promise, undertaking or agreement in connection with, the sale of the Assets not expressly
                                         set out in this contract.



 


		22.4	The
                                         Vendor is not liable to the Purchaser for any claim for breach of the Warranties unless
                                         the Purchaser has given written notice to the Vendor setting out specific details of
                                         the claim on or before the day 10 days after the Completion Date.



 


		22.5	The
                                         Purchaser agrees that the total amount payable by the Vendor in respect of all claims
                                         under this contract is no more than the amount of the Purchase Price.



 




    	 



    	 



    

 





		22.6	The
                                         Purchaser must give written notice to the Vendor setting out full details of any claim,
                                         demand or legal proceeding which may lead to liability on the part of the Vendor and
                                         must permit the Vendor to defend, arbitrate or compromise any such proceedings.



 


23.       GST


 


		23.1	Except
                                         as otherwise provided by this clause, all consideration payable under this contract in
                                         relation to any supply is exclusive of GST.



 


		23.2	The
                                         vendor warrants that it is registered for GST purposes and will remain registered prior
                                         to and during Completion.



 


		23.3	The
                                         parties acknowledge and agree that the sale of the Assets under this contract, together
                                         with the supply of anything else by the Vendor to the Purchaser under this contract,
                                         constitutes a GST-free supply of a going concern.



 


		23.4	If
                                         at any time the supply or supplies under this contract do not constitute a supply of
                                         a going concern, the Purchaser must pay to the supplier an amount equal to the GST payable
                                         on the supply together with any general interest charge or penalties imposed by the Commissioner
                                         of Taxation.



 


24.       Confidential
Information


 


		24.1	For
                                         the sole purpose of protecting the vendor (both prior to and after Completion) in respect
                                         of the acquisition of the Assets, the purchaser covenants with the vendor that the purchaser
                                         will:



 


		24.1.1	subject
                                         to clause 24.1.2, not at any time after the date of this contract without the prior consent
                                         of the vendor disclose any Confidential Information to any person other than the vendor;
                                         and



 


		24.1.2	at
                                         all times after the date of this contract use their best endeavours to prevent disclosure
                                         by any officer, employee, agent of or consultant to the purchaser.



 


		24.2	Clause
                                         24.1 does not apply to disclosures by the Vendor (or any officer, employee, agent of
                                         or consultant to the purchaser) of Confidential Information:



 


		24.2.1	that
                                         is now or in the future in the public domain other than due to a default under this contract;
                                         or



 


		24.2.2	that
                                         is required to be disclosed by the Vendor to any government authority; or



 


		24.2.3	that
                                         is required to be disclosed by the Vendor under any law, Court order or legislation from
                                         time to time in force.



 




    	 



    	 



    

 





		25.	Disputes



 


		25.1	If
                                         the Purchaser fails to pay money owing under this contract the Vendor may sue for the
                                         unpaid money immediately without first complying with clause 25.3.



 


		25.2	Any
                                         party may seek urgent interlocutory relief in relation to the actions of the other party
                                         under this contract without first complying with clause 25.3.



 


		25.3	Unless
                                         clause 25.1 or 25.2 applies, if a dispute arises out of or relates to this contract (including
                                         any dispute as to breach or termination of this contract) a party to the contract may
                                         not commence court proceedings relating to that dispute (Dispute) unless:



 


		25.3.1	the
                                         party claiming the Dispute has arisen has given written notice to the other party specifying
                                         the nature of the Dispute (Dispute Notice); and



 


		25.3.2	the
                                         parties first endeavour in good faith to resolve the Dispute expeditiously using mediation,
                                         applying the procedures and within the timeframes specified in clauses 25.4 and 25.5.



 


		25.4	Upon
                                         the service of a Dispute Notice the parties must jointly agree on a mediator and the
                                         mediator’s remuneration. If the parties fail to agree within 5 days of the service
                                         of the Dispute Notice (or such other period agreed by the parties) either party may ask
                                         the President (or nominee) of the Law Institute of Victoria to appoint a mediator on
                                         behalf of the parties and determine the mediator’s remuneration.



 


		25.5	The
                                         parties must observe the instructions of the mediator about the conduct of the mediation
                                         and seek to resolve the Dispute with the assistance of the mediator within 10 Business
                                         Days of the appointment of the mediator (or such other period agreed by the parties).
                                         If the Dispute is not resolved within that time then either party may commence court
                                         proceedings.



 


		25.6	The
                                         costs of the mediator will be borne equally by the parties.



 


		26.	General



 


		26.1	This
                                         contract may only be varied or replaced by a document duly executed by the parties.



 


		26.2	This
                                         contract contains the entire understanding between the parties as to the subject matter
                                         contained in it. All previous agreements, representations, warranties, explanations and
                                         commitments, expressed or implied, affecting this subject matter are superseded by this
                                         contract and have no effect.



 


		26.3	Each
                                         party must promptly execute and deliver all documents and take all other action necessary
                                         or desirable to effect, perfect or complete the transactions contemplated by this contract.



 




    	 



    	 



    

 





		26.4	Each
                                         party must pay its own legal costs and expenses in relation to the negotiation, preparation
                                         and execution of this contract and other documents referred to in it, unless expressly
                                         stated otherwise.



 


		26.5	The
                                         Purchaser must pay any stamp duty on this contract and any document executed under it
                                         including on the assignment or transfer of the Premises Leases.



 


		26.6	A
                                         single or partial exercise or waiver of a right relating to this contract does not prevent
                                         any other exercise of that right or the exercise of any other right.



 


		26.7	No
                                         party will be liable for any loss or expenses incurred by another party caused or contributed
                                         to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise
                                         of a right.



 


		26.8	A
                                         party must not:



 


		26.8.1	sell,
                                         transfer, delegate, assign, licence; or



 


		26.8.2	mortgage,
                                         charge or otherwise encumber,



any
right or obligation under this contract to any person, without the prior written consent of the other party to this contract (Other
Party).


 


		26.9	The
                                         Other Party must not unreasonably withhold consent under clause 26.8.



 


		26.10	Time
                                         is of the essence as regards all dates, periods of time and times specified in this contract.



 


		26.11	Each
                                         indemnity in this contract is a continuing obligation, separate and independent from
                                         the other obligations of the parties and survives termination of this contract.



 


		26.12	It
                                         is not necessary for a party to incur expense or make payment before enforcing a right
                                         of indemnity conferred by this contract.



 


		26.13	The
                                         Warranties, conditions, provisions, undertakings, agreements and continuing obligations
                                         in this contract do not merge on Completion but to the extent that they have not been
                                         fulfilled and satisfied or are capable of having effect remain in full force and effect.



 


		26.14	This
                                         contract is governed by and is to be construed in accordance with the laws of Victoria.
                                         Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction
                                         of the courts of Victoria and waives any right to object to proceedings being brought
                                         in those courts.



 


		26.15	Subject
                                         to clause 26.16, if a provision in this contract is held to be illegal, invalid, void,
                                         voidable or unenforceable, that provision must be read down to the extent necessary to
                                         ensure that it is not illegal, invalid, void, voidable or unenforceable.



 




    	 



    	 



    




 


		26.16	If
                                         it is not possible to read down a provision as required by clause 26.15, that provision
                                         is severable without affecting the validity or enforceability of the remaining part of
                                         that provision or the other provisions in this contract.



 


		26.17	If
                                         the Restraint Period or the Restraint Area or both is judged to go beyond what is reasonable
                                         in the circumstances and necessary solely to protect the Goodwill, that Restraint Period
                                         or Restraint Area or both, as applicable, must be reduced by one half (First Reduced
                                         Restraint).



 


		26.18	If
                                         the Restraint Period or the Restraint Area or both, as reduced under clause 26.17, is
                                         judged to go beyond what is reasonable in the circumstances and necessary solely to protect
                                         the Goodwill that reduced Restraint Period or reduced Restraint Area or both must be
                                         again reduced by one half (Second Reduced Restraint).



 


		26.19	The
                                         separate and independent covenants and restraints arising under clauses 20.1 and 20.2
                                         have effect as several separate and independent covenants and restraints when combined
                                         with those of the Restraint Period, Restraint Area, First Reduced Restraint and Second
                                         Reduced Restraint still applying after the operation of clauses 26.17 and 26.18.



 


		26.20	If
                                         any of the separate and independent covenants and restraints arising under clause 26.19
                                         are or become invalid or unenforceable for any reason then that invalidity and unenforceability
                                         will not affect the validity or enforceability of the other separate and independent
                                         covenants and restraints.



 


		26.21	If
                                         any of the covenants and restraints arising under clause 26.19 would be judged reasonable
                                         and necessary if any activity specified in clause 20.1 were deleted, the prohibitions
                                         or restrictions apply with that activity deleted.



 


		26.22	This
                                         contract may be executed in any number of counterparts, all of which taken together constitute
                                         one instrument.



 


		27.	Notices



 


		27.1	A
                                         party giving notice or notifying under this contract must do so in writing:



 


		27.1.1	directed
                                         to the recipient’s address or email address as specified in the Particulars or
                                         as varied by any earlier notice; and



 


		27.1.2	hand
                                         delivered or sent by prepaid post or transmitted by Email Address to that address or
                                         email address.



 


		27.2	A
                                         notice is taken to be served and received:



 


		27.2.1	if
                                         transmitted by facsimile, at the time successful and full transmission is indicated by
                                         the transmission confirmation generated by the sender’s facsimile machine; or



 




    	 



    	 



    




 


		27.2.2	if
                                         sent by express post or certified mail, the next Business Day after posting; or



 


		27.2.3	if
                                         delivered by hand, on delivery.



 


		27.2.4	Emailed






 


		28.	Interpretation



 


		28.1	In
                                         this contract:



 


		28.1.1	Words
                                         and expressions that are not otherwise defined but which have a defined meaning in the
                                         GST Law have the same meaning as in the GST Law;



 


		28.1.2	a
                                         reference to:



 


		28.1.2.1	a
                                         person includes a firm, partnership, joint venture, association, corporation or other
                                         corporate body; and



 


		28.1.2.2	a
                                         person includes the legal personal representatives, successors and permitted assigns
                                         of that person; and



 


		28.1.3	a
                                         reference to this or another document includes the document as varied or replaced regardless
                                         of any change in the identity of the parties; and



 


		28.1.4	a
                                         reference to writing includes all modes of representing or reproducing words in a legible,
                                         permanent and visible form; and



 


		28.1.5	headings
                                         and subheadings are inserted for ease of reference only and do not affect the interpretation
                                         of this contract; and



 


		28.1.6	a
                                         reference to “$” or “dollars” is a reference to Australian dollars;
                                         and



 


		28.1.7	a
                                         reference to:



 


		28.1.7.1	the
                                         singular includes the plural and vice versa; and



 


		28.1.7.2	a
                                         gender includes the other genders; and



 


		28.1.8	a
                                         reference to a statute includes regulations under it and consolidations, amendments,
                                         re-enactments or replacements of any of them.



 


		28.2	If
                                         a payment or other act is required by this contract to be made or done on a day which
                                         is not a Business Day, the payment or act must be made or done on the next following
                                         Business Day.



 




    	 



    	 



    




 


29.       Dictionary


 


Accounts
Date means the date not more than 14 days prior to Completion when the accounts of the Business are prepared.


 


Assets
means individually and collectively the Goodwill, the Debtors, the Plant and Equipment, the Motor Vehicles, the Intellectual
Property Rights, the Stock, the Work in Progress and the benefit of the Business Contracts and Arrangements, Statutory Licences,
Equipment Leases, Hire Purchase Agreements, Property Leases and any and all prepayments.


 


Assistance
Period means the period specified as such in the Particulars, which may be before or after Completion or both.


 


Bank
means an authorised deposit-taking institution within the meaning given to that term in the Banking Act 1959 (Cth).


 


Business
means the whole of the undertaking and goodwill of the business specified in the Particulars carried on by the Vendor under
the business name specified in the Particulars from the Premises and using the Assets.


 


Business
Contracts and Arrangements means the supply, licence, employee, agency, consulting, franchise, warranties, guarantees, distribution
and sale agreements, arrangements or understandings entered into, existing, made or held by the Vendor concerning the Business
which are, in whole or in part, executory as at Completion, including those listed in the Particulars.


 


Business
Day means a day other than a Saturday, Sunday or public holiday in the State of Victoria.


 


Claim
includes a claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, expense or
liability however arising, whether present, unascertained, immediate, future or contingent and whether based in contract, tort
or statute.


 


Completion
means the completion of this contract resulting in the sale by the Vendor and the purchase by the Purchaser of the Business
and the Assets.


 


Completion
Date means the date that Completion occurs, such date being scheduled to take place on the date specified in the Particulars.


 


Conditions
means the conditions specified as such in the Particulars.


 


Confidential
Information means:


 


		(a)	all
                                         trade secrets and all financial, accounting, marketing and technical information, customer
                                         and supplier lists, pricing information, ideas, concepts, formulae, know-how, technology,
                                         operating procedures, processes, knowledge and other information belonging to, used by
                                         or relating to the Vendor in the conduct of the Business which is not in the public domain;



 


		(b)	all
                                         notes and reports incorporating or derived from information referred to in paragraph
                                         (a); and



 




    	 



    	 



    




 


		(c)	all
                                         copies of the information, notes and reports referred to in paragraphs (a) and (b).



 


Covenantor
means the person or persons described as such in the Particulars.


 


Customer
List means the list of customers of the Business required to be provided by the Vendor on the Completion Date under clause
10.2.7, which is a list of all known customers of the Business with whom the Vendor has traded during the 12 months prior to the
Completion Date including, if available, particulars of the types of goods or services supplied to the customers, quantities supplied
and pricing policies.


 


Debtors
means the trade and other debts owing to the Vendors as at Completion from products or services sold, delivered or provided
by the Vendors in the conduct of the Business prior to Completion.


 


Deposit
means the dollar amount described as such in the Particulars.


 


Employee
Entitlements means all accrued entitlements of the Transferring Employees in respect of annual leave (including any loadings)
and long service leave accruing in respect of service of 7 years or more.


 


Employees
means the persons employed by the Vendor in the conduct of the Business.


 


Encumbrances
means all mortgages, charges, pledges, liens, security interests, retentions of title, other encumbrances and all rights of
any other person adverse to the interest of the Purchaser as purchaser of the Business and the Assets.


 


Equipment
Leases means each of the equipment leases entered into by the Vendor in respect of the Leased Equipment.


 


Excluded
Assets means assets specified as such in the Particulars used by the Vendor in the conduct of the Business prior to Completion
which will not be transferred to the Purchaser on Completion.


 


Goodwill
means the goodwill of the Vendor in relation to the Business together with the exclusive right for the Purchaser to represent
itself as carrying on the Business in succession to the Vendor.


 


GST
Law has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999.


 


Hire
Purchase Agreements means each of the hire purchase agreements entered into by the Vendor in respect of the Hired Equipment
which the Purchaser requests be assigned to it.


 


Hired
Equipment means each item of plant and equipment identified in the Particulars hired by the Vendor under a Hire Purchase Agreement
and used exclusively in the conduct of the Business.


 




    	 



    	 



    

 





Intellectual
Property Rights means all intellectual property and proprietary rights (whether registered or unregistered) owned or used
by the Vendor or necessary for the conduct of the Business including:


 


Leased
Equipment means each item of equipment (including Motor Vehicles) identified in the Particulars leased by the Vendor under
an Equipment Lease.


 


Liabilities
includes all liabilities (whether actual, contingent or prospective), losses, damages, costs and expenses of whatever description.


 


Motor
Vehicles means the registered motor vehicles identified in the Particulars owned by the Vendor and exclusively used in the
conduct of the Business.


 


Particulars
means the particulars of this contract set out in Part 1.


 


Plant
and Equipment means all plant, equipment, fittings, internal partitions, light fittings, tables, glassware, signage, stationery,
office furniture and equipment, machinery, computer hardware, printers, furniture, fittings and other fixed assets or chattels
owned by the Vendors for use in the conduct of the Business.


 


Plant
and Equipment Leases means lease arrangements in relation to the Plant and Equipment.


 


Premises
means the properties leased by the Vendor under the Premises Leases for the purpose of conducting the Business as specified
in the Particulars together with all improvements erected on those properties.


 


Premises
Leases means the lease agreements entered into by the Vendor in respect of the lease of the Premises, full particulars of
which are specified in the Particulars.


 


Purchase
Price means the dollar amount described as such in the Particulars.


 


Purchaser
means the buyer of the Business and the Assets as set out in the Particulars.


 


Records
means all original and copy records, documents, books, files, reports, accounts, plans, correspondence, letters and papers
of every description and other material belonging or relating to or used by the Vendor in the conduct of the Business including
certificates of incorporation, minute books, statutory books and registers, books of account, taxation returns, title deeds, certificates
of title, cheque books, sales literature, market research reports, product promotional, descriptive and application material,
manufacturing and engineering records, sales and purchasing records, price lists, computer programs and software, personnel records,
trading and financial records and lists of all regular suppliers and customers.


 


Restraint
Area means the area specified as such in the Particulars.


 


Restraint
Period means the period specified as such in the Particulars.


 


Stakeholder
means the person or persons described as such in the Particulars.


 




    	 



    	 



    

 





Statutory
Licences means all statutory licences, consents, registrations, approvals, authorities, rights, quotas, permits and certificates
relating to any aspect of the Business which are held or required by any competent statutory authority (whether Commonwealth,
State or local) to be held by the Vendor, or any employees of the Business.


 


Stock
means all marketable stocks of raw materials, packaging materials, finished goods and other good and saleable stock-in-trade
owned and held by the Vendor in the conduct of the Business located at the Premises on the Completion Date.


 


Stock
Valuer means the person identified as such in the Particulars who will act as an expert and not as an arbitrator, whose decision
will be final and binding on the Vendor and the Purchaser and whose costs will be borne and paid by the Vendor and the Purchaser
in equal shares.


 


Transferring
Employees means the Employees who accept the Purchaser’s offer of employment referred to in clause 18.2.


 


Trust
Fund means the trust fund on behalf of which the Vendor, as trustee, operates the Business and owns the Assets, if any.


 


Vendor
means the seller of the Business and the Assets as set out in the Particulars.


 


Warranties
means the warranties made and representations given by the Vendor to the Purchaser at clause 21.


 


Work
in Progress means the items of stock relating to orders placed by customers of the Business remaining uncompleted, undelivered
or unfulfilled, to the extent that after Completion there is a continuing right or obligation relating to the Business.


 




    	 



    	 



    

 





	SCHEDULE
        1

         

	 

        SALE
        SECURITIES

         
	 

        Total
        Company Shares 400

        Amount
        paid = $40,000

         

        Azmat
        Ali = ORD 400 Fully Paid

         

	 

        VENDOR

         

         
	 

        Azmat
        Ali

        Chief
        Executive Officer

        GLOBAL
        INSTITUTE OF VOCATIONAL EDUCATION PTY. LTD.

        0430
        320 046

        aliazmat.au@gmail.com

        22
        Cuthbert Av

        Truganina
        VIC 3029

         

	 

        PURCHASER

         

         
	Anvia
        (Australia) Pty Ltd f.k.a.Kasa Corporation (Australia) Pty Ltd

        ACN
        605 782 849

        ABN
        44605 782 849

        366
        Nursery Road, Holland Park, 4121 QLD

	 

        PURCHASE
        PRICE

         

         
	 

        81,900
        excluding GST for 100% shareholding in GLOBAL INSTITUTE OF VOCATIONAL EDUCATION PTY. LTD.

	 

        COMPLETION
        DATE

         

         
	 

         

        19th
        January, 2018



 







    	 



    	 



    

 


II


 


SCHEDULE
2 - VENDOR’S


WARRANTIES








 


		1.	The
                                         Vendor



 


		1.1.	The
                                         Vendor
                                         is the legal
                                         registered
                                         and beneficial
                                         owner
                                         of all of
                                         the Sale
                                         Securities.



 


		1.2.	The
                                         Vendor
                                         is entitled
                                         and competent
                                         to sell and
                                         transfer
                                         all of
                                         the Sale
                                         Securities
                                         to the Purchaser
                                         without
                                         the consent
                                         of any
                                         person
                                         or authority
                                         whatsoever.



 


		1.3.	The
                                         Sale
                                         Securities
                                         are unencumbered
                                         and shall
                                         be unencumbered
                                         at completion.



 


		2.	Due
                                         authorisation



 


		2.1.	This
                                         Agreement
                                         constitutes
                                         a legal,
                                         valid
                                         and binding
                                         obligation
                                         of the Vendor
                                         enforceable
                                         in accordance
                                         with
                                         its terms by appropriate
                                         legal
                                         remedy.



 


		2.2.	This
                                         Agreement
                                         and Completion
                                         do not conflict
                                         with or result
                                         in a breach
                                         of or
                                         default
                                         under
                                         any material
                                         term or
                                         provision
                                         of any agreement
                                         or deed or
                                         any writ,
                                         order or injunction,
                                         judgment,
                                         law,
                                         rule or regulation
                                         to which
                                         the Vendor
                                         is a party
                                         or is subject
                                         or by which
                                         the Vendor
                                         is bound.



 


		3.	The
                                         Company



 


		3.1.	The
                                         vendors
                                         are not aware
                                         of any
                                         claim
                                         or demand
                                         against
                                         the Company
                                         affecting
                                         the Company
                                         or the Business.



 




    	 



    	 



    

 





	SCHEDULE
        3 

        LIST
        OF ASSETS OWNED BY

        COMPANY

         

	Physical
        assets and Learner resources

         

         
	 

        RTO
        policies and Procedures

        Forms

        Trainer
        and Learner Resources

        Assessment
        tools and resources

         

	 

        Trainer
        Files

         

         

         
	 

        Daryl
        lee First Aid Trainer

         

	Domain
        name

         

         

         

         
	 
	Customer
        lists

         

         

         
	Student
    files Completed and non-completions
	Student
        Management System

         

         

         
	No
    Student Management system is available
	Equipment
        and Accessories

         
	No
    first aid resources are available
	Excluded
        Assets (if any)

         

         

         

         
	Policy
    and Procedure and training resources only limited use license and cannot be on sold to someone else


 










    	 



    	 



    

 





	SCHEDULE
        4

        Student
        Qualification Record

         

	 	2010	2011	2012	2013	2015	2016
	 	Quals	SOA	Quals	SOA	Quals	SOA	Quals	SOA	Quals	SOA	Quals	SOA
	Total
    Student Enrolments	 	 	 	 	 	 	 	 	 	 	0	0
	Total
    Students Completion	 	 	 	 	 	 	 	 	 	 	0	0
	 

        Quals
        = Qualifications

        SOA
        = Statement of Attainments

         

	Attach
        the list of student’s full name, Student ID, Date of Birth and indicate if the qualification or statement of attainment
        is issued with the year of completion.

        Please
        note: Copies of student qualification or statement of attainment must be attached