Additions / Changes:

Item 12 Note

(serial numbers to be included)

Item 13 Note

Note: If Business is being sold as a Going Concern care must be taken in detailing excluded what assets are excluded.

Item 16

BILLS OF SALE / ENCUMBRANCES/ OUTSTANDING STOCK ORDERS

Item 16.1

Bills of Sale Encumbrances / Outstanding Stock Orders

Clause 1(10)

Encumbrance: means matters affecting title to the Assets, both registered and un-registered, including security interests as defined in Section 12 of the Personal Property Securities Act 2009 and registered on the Personal Property Security Register.

Clause 9.3(15)

where applicable, current Asbestos Register and Management Plan.

Clause 11.1(12)

the Seller has not entered into any contracts, agreements or obligations with or granted any Encumbrances to with third parties apart from those disclosed in Item (16.2) which would:

Additions / Changes:

Item 35 Note

The Special Conditions are inserted under instruction from a party to this Contract and where not prepared by that party, were prepared by an Australian Legal Practitioner and not the Agent. No legal advice has been given or warranty provided by the Agent. Legal advice should be sought.

Special Conditions:

(a)  Were inserted under instruction by a party to this Contract; and/or

(b)  Precedents used by the Agent as Special Conditions were prepared by an Australian Legal Practitioner, not by the Agent who gives no warranty in respect of same and in accordance with the warning in Item (36), legal advice should be sought as to the meaning and effect of such Special Conditions before signing.

Item 36

WARNING: By signing this Contract the parties confirm that no legal advice as to the conditions contained herein was provided by the Agent, who specifically drew the parties’ attention to the Warning at the commencement of the Item Schedule. The parties also agree that any Special Conditions or Clauses were inserted at the specific request of the parties and the Agent gave no legal advice about same.

The parties have been advised to seek legal advice with respect to this Contract, including Special Conditions

Clause 1(6)

Business: the said Business detailed in Item (10) of the Item Schedule together with all Assets sold or transferred with the Business.

Clause 1(15)

Item: means items detailed in the Item Schedule of this Contract.

Clause 1(25)

Purchase Price: The sum referred to in Item (17) of the Item Schedule as apportioned in Item (18).

Clause 2(5)

the Item Schedule and any attached addendum pages and annexures shall form part of this Contract. Clause headings are for descriptive purposes only.

Clause 3.1

This Contract is made on the day specified in Item (1) of the Item Schedule between the Seller (Item (3)) and the Buyer (Item (6)).

Clause 9.3(10)

Service Contracts as specified in Item (26) of the Item Schedule

Clause 11.1(10)

it has, where applicable, with respect to the Business Name, complied with the provisions of the Business Names Registration Act 2011(CTH) and in relation to Intellectual Property, has complied with the provisions of relevant Commonwealth legislation dealing with trademarks, copyright, designs and patents where applicable.

Clause 11.1(12)

the Seller has not entered into any contracts, agreements or obligations with third parties apart from those disclosed in Item (16.2) of the Item Schedule which would:

Clause 11.2(5)

the Seller will transfer ownership of the Business free from any encumbrances, security or third party interests other than as disclosed in the Item (16). Schedule.

Clause 11.3(6)

the Premises Existing Lease details set out in Item (24) of the Item Schedule are valid.

Clause 13.1

The Stocktake will be performed at the time specified in Item (20.1(b)) of the Item Schedule and each party shall be notified of the outcome forthwith upon completion.

Clause 15.1

Where Item (27) of the Item Schedule is not completed at the Date of Contract or should there be changes to the employees named therein subsequent to the Date of Contract, notice must be given to the Seller of all Transfer Employees in writing not less than 14 days prior to Settlement.

Clause 20.2

Subject to the consent of the owner, the Seller assigns from the Settlement Date, the benefits and obligations of Leased/Rented Plant and Equipment agreements as set out in Items (12)(2) and (12)(3) of the Item Schedule and the Buyer accepts such assignment.

Clause 27.1

The Seller agrees it shall not carry on or be in any manner whatsoever either directly or indirectly involved, concerned, associated with or interested in a business (either alone or in partnership or as a manager, servant or agent of any personal corporation or as a shareholder or director of any corporation) of the same or similar nature within the geographic area and for the time period prescribed in Item (30) of the Item Schedule.

Clause 27.2

If the restrictions of Item (30) are held void or unenforceable by any court having jurisdiction on the basis that the restrictions are excessive, the Buyer may by notice in writing to the Seller specify a reduced area and or time period in which case the parties agree Item (30) of the Item Schedule shall be amended in accordance with the notice.

Clause 33.2

The Seller shall not employ or terminate employment of any Employees in the Business or alter the terms or conditions of employment of any of the Employees mentioned in Item (27) of the Item Schedule without the Buyer’s prior written consent, which consent will not, subject to the conditions of this Contract, be unreasonably refused.

Clause 34.2(1)

In the case of Item (31) (Business Trial), the Buyer (or its representative) shall, at no cost to the Seller, be permitted to trial the Business for the period specified in Item (31.1) of the Item Schedule to enable the Buyer to confirm that the actual normal Business trading performance level is not less than the Estimated Trading Performance Level as specified in Item (31.2).

Clause 37.5

A Seller’s Agent shall, for the purpose of this Clause, be recognised as a party and may receive notices to the address set out in Item (2) of the Item Schedule in accordance with Clause 37.1 on the Seller’s behalf if authorised by the Seller.

Clause 38(2)

GST is included in the Purchase Price stated in Item (17) of the Item Schedule

Clause 39(1)

the Seller states that GST was not included in the Purchase Price stated in Item (17) of the Item Schedule.

Clause 43.1

Clause 43 applies if Item (9) of the Item Schedule has been completed by inserting details of the Guarantor.

Clause 47

The parties agree and confirm this Contract may be forwarded electronically if the recipient has provided an email address or facsimile number in the Item Schedule to this Contract.

Clause 48

Additions / Changes:

Clause 1(10)

Entitlements: employee entitlements under a relevant Industrial Instrument award, designated award, industrial agreement or order including, without limitation, annual leave, personal leave and long service leave.

Clause 1(30)

Tax Invoice: a document that evidences a purchase / sale (supply) including G.S.T and complies with the requirements of subsection 2970 (1) and (if applicable) Section 5450 of the G.S.T Act.

Clause 15.3

The Seller will provide to the Buyer in writing, not less than 2 Business Days prior to Settlement, full details of all Entitlements payable, owing or accrued to the benefit of the Transfer Employee up to the date of Settlement and provide relevant records and information reasonably required by the Buyer with respect to such Entitlements.

Clause 15.7

The Seller warrants and indemnifies to the Buyer that:

Clause 47

By signing this Contract all parties agree to having given prior approval, in accordance with the Electronic Transactions (Queensland) Act 2001, for electronic transmission of this Contract and any other related documents contracts, for signing purposes or otherwise, by such means of communication as have been indicated in this document (ie. Facsimile numbers & email addresses).

Additions / Changes:

Clause 1(18)

Order: a decision made and issued by a court or judge or a competent authority command that is legally binding including an order as a charge on the Land as stated in Part 11 of the Property Law Act 1974.

Clause 1(22)

PAMDA: means the Property Agents and Motor Dealers Act 2000 and regulations thereto.

Clause 1(26)

Service Contract: is a Contract entered into between the Seller and a Service Provider capable of being transferred to the Buyer upon Settlement as more particularly detailed in Item (26).

Clause 1(29)

Stocktaker: a person employed to determine the value of the Trading Stock and Work in Progress on behalf of the parties hereto.

Clause 2.1(5)

notes in the Item Schedule or any supporting documents or annexures in relation to the Contract form part of this Contract. Clause headings are for descriptive purposes only.

Clause 4.6

Investment of Deposit: (Note: see Section 380 of the Property Agents and Motor Dealers Act 2000)

Where the Deposit Holder is instructed by the parties to invest the Deposit then, subject to legislative requirements, then (except in the case of Bank Bond):

Clause 4.6(3)

the Deposit and the interest are at the risk of the party who is ultimately entitled to the Deposit and the Deposit Holder shall not be liable for any loss resultant upon the investment in accordance with Clause 4.6(1).

Clause 4.6(5)(a)

the Seller, if Settlement did not occur due to breaches of the Contract by the Buyer; or

Clause 4.8

The Seller acknowledges and confirms having appointed the Agent in accordance with the PAMDA and in accordance with the terms of such appointment directs the Deposit Holder to retain from the deposit monies, sufficient funds to pay any Commissions payable to the Agent.

Clause 4.9

Clause 5.3

The Buyer must cause give notice to be given to the Seller in accordance with Clause 37 (Notice) without delay, immediately upon being advised by the Lender of approval/rejection of Finance. in accordance with Clause 37 (Notice).

Clause 5.5

If the Buyer, through no default on the Buyer’s part, has not obtained the Finance approval in accordance with Clause 5.1 by the Finance Date then the Buyer may by notice to the Seller:

Clause 5.9

Once this Contract is terminated in accordance with this Clause:

Clause 11.4(a)

by notice given to the Seller in writing prior to Settlement, terminate rescind this Contract and claim damages for any resultant loss and the provisions of Clause 4.5 shall apply; or

Clause 12(8)

once executed by the parties, the provisions of this Contract are binding on and enforceable by the parties.

Clause 14.1

Subject to Item (21), Where the Business is not sold on a Walk-In Walk-Out basis, the value of Work in Progress shall be determined as mutually agreed between the parties in accordance with Item (20.2) or and failing agreement by the Valuation Date, determined by an Accountant Stocktaker appointed by the President of the Institute of Chartered Accountants. Stocktakers Institute of Australia.

Clause 19.4

The Seller will obtain the consent of Service Providers to the assignment of Service Contracts and both parties must do all acts and things and complete all documentation necessary to give affect to the assignments required such that at Settlement the obligations and benefits of such contracts will be assigned to the Buyer.

Clause 19.5

Service Contracts not able or required to be assigned to the Buyer shall:

Clause 20.1

The Seller has provided to the Buyer, full and complete details of all Leased/Rented Plant and Equipment used in relation to the Business including and where applicable, in addition to those set out in schedules to Items (12)(2) and (12)(3).

Clause 24.1

The Seller believes the details of the Business and Assets and other matters set out in the schedules to this Contract to be correct. Should however, there be any error or misdescription with respect to those details the parties may:

If there is any dispute in relation to this Clause or any part or it, it shall be dealt with in accordance with Clause 25 hereof.

Clause 24.2

Any claim for compensation or reference to mediation in accordance with Clauses 24(b) and 24(c) shall not entitle the Buyer to delay Settlement.

Clause 25.9

Should a party fail to comply with Clause 25.3 any other party, (or in the case of Clause 25.6 (the mediation be at an end), any party) affected by the Dispute Notice may without further notice start legal proceedings or refer the dispute to arbitration.

Clause 26

Notwithstanding the sale has settled and registration of any transfer or assignment occurred, there shall be no merger of provisions and each party shall retain the benefit of any provisions of this Contract, which has not been satisfied which may require the other party to do something or take some action.

Clause 32.1

Pursuant to and in addition to Clause 11.1 (9), the Seller must, by Settlement, fully comply, in a proper and workmanlike manner, with any Orders, notices, demands or and requisitions issued by a court or other competent authority with respect to the Business made before Settlement and the Buyer shall comply with any Orders, notices, demands or requisitions issued subsequent to Settlement.

Clause 32.3

The cost of any Orders, notices, demands or requisitions complied with by one party which, under Clause 32.1, are is the responsibility of the other party shall be, to the extent of such cost, an adjustment to the Purchase Price in favour of the party who has incurred the cost.

Clause 34.3(1)

In the case of Item (32)(Buyer’s Training), the Seller (or a qualified representative of the Seller) will during normal business hours for the period specified in Item (32) provide, at no cost to the Buyer, such training, assistance and information (including introduction to staff, customers, clients and suppliers) as the Buyer or Buyer’s authorised representative may require in relation to the conduct of the Business.

Clause 36

All information of a confidential nature disclosed or exchanged between the parties (including their agents, legal, financial and other advisors) may not be disclosed to any other party during or subsequent to the completion or termination of this Contract.  All records of the Business, financial, intellectual or otherwise are confidential and must remain so.  If the Contract is not completed by the Buyer, all such records must forthwith be returned to the Seller.  This does not prevent any party making a disclosure required by law and does not include information normally in the public domain.

Clause 37.5

A Seller’s Agent shall, for the purpose of this Clause, be recognised as a party and may receive notices to the address set out in Item (2) of the Item Schedule in accordance with Clause 37.1 on the Seller’s behalf if authorised by the Seller.

Clause 39(2)

the Buyer agrees to pay to the Seller in accordance with Clause 41, the amount due for G.S.T based on and in addition to the agreed Purchase Price.

Clause 40.3

The Buyer must pay to the Seller (as provided in Clause 39), and indemnifies the Seller in respect of such payment, of the amount of G.S.T payable on the supply of the Business if:

Clause 42.1

If the Buyer becomes aware that the Seller has not complied with the requirements of Clause 40.1 (depending on the option chosen by the Seller) of this Contract:

Clause 47

By signing this Contract all parties agree to having given prior approval, in accordance with the Electronic Transactions (Queensland) Act 2001, for electronic transmission of this Contract and any other related contracts, for signing purposes or otherwise, by as far as such means of communication as have been indicated in this document (ie. Facsimile numbers & email addresses).

Clause 48

The Seller, in respect of this sale, acknowledges that they have agreed to pay the Agent’s Commission as per the signed PAMD 22a, 20a or 21a Form and the Buyer is hereby irrevocably directed, out of the balance of the Purchase Price, to pay any balance of commission owed at Settlement by way of a cheque payable to the Seller’s Agent (Item (2)).

Additions / Changes:

Item 27

Note: Section 311 of the Fair Work Act 2009 provides employees, even though not Transfer Employees at the Date of Settlement, who are employed by the Buyer within 2 months of Settlement, will become Transfer Employees as defined by the Fair Work Act 2009.

Clause 15.2(1)(2)

become the employer of the Transfer Employees subject to, where applicable, the Fair Work Act 2009 relating to the transfer of a Business.

Clause 15.2(2)

should the Buyer not become the employer of a Transfer Employee named in accordance with Clause 15.1 the Buyer will be bound by the Transfer Employee’s terms of employment whether by an industrial instrument or otherwise and shall be responsible for payment of redundancy entitlements arising from such employment terms for a period of 12 months following the date of Settlement should the Transfer Employee’s employment be terminated by the Seller. within that period.

Clause 15.5(2)

terms of employment offered to Transfer Employees shall be as determined by the Buyer but in compliance with, where applicable, the Fair Work Act 2009 and relevant state legislation.

Clause 15.9

The Entitlements of employees who would not be Transfer Employees, except for the provisions of Section 311 of the Fair Work Act 2009, are not Entitlements for the purposes of Clause 15.

Additions / Changes:

Item 35

Special Conditions:

(a)  Were inserted under instruction by a party to this Contract; and/or

(b)  Precedents used by the Agent as Special Conditions were prepared by an Australian Legal Practitioner, not by the Agent who gives no warranty in respect of same and in accordance with the warning in Item (36), legal advice should be sought as to the meaning and effect of such Special Conditions before signing.

Item 36

The parties have been advised to seek legal advice with respect to this Contract, including Special Conditions.

Additions / Changes:

Clause 1(1)(h)

Trading Stock (Item 20.1): all merchantable stock, to the stock value, as set out in Item (20.1) of the Item Schedule at the invoice landed value including stock to be used or sold in connection with carrying on the Business and does not include Work-in-Progress.

Clause 4.4

The Deposit is payable to the Seller:

Clause 4.6

Investment of Deposit: (Note: see Section 380 of the Property Agents and Motor Dealers Act 2000)

Where the Deposit Holder is instructed by the parties to invest the Deposit, subject to legislative requirements, then If the Deposit is to be invested then (except in the case of Bank Bond):

Clause 5.4

Once notice of approval is given as required by Clause 5.3 the Buyer will be deemed to have approval in accordance with Clause 5.1.

Clause 5.5

If the Buyer, through no default on the Buyer’s part, has not obtained the Finance approval by the Finance Date then the Buyer may by notice to the Seller:

Clause 5.8

Should the Buyer not obtain Finance Approval by the Finance Date and then subsequently obtains Finance Approval and notifies the Seller prior to the Seller giving notice to terminate this Contract in accordance with Clause 5.5, then the Buyer will have complied with the requirement to obtain a loan in the Finance Amount.

Clause 7.3(3)

If the Buyer is not able to confirm the records in accordance with Clauses 7.3(1)(1) and 7.3(1)(2) the Buyer may in accordance with Clause 7.3(2), by notice to the Seller, terminate this Contract and the provisions of Clause 4.5(b) shall apply.

Clause 15.1

Where Item (27) of the Item Schedule is not completed at the Date of Contract or should there be changes to the employees named therein subsequent to the Date of Contract, notice must be given to the Seller of all Transfer Employees in writing not less than 14 days prior to Settlement.

Clause 16.3

If the Existing Lease is not satisfactory to the Buyer, the Buyer may by notice to the Seller, given prior to 5pm on the last day for notification in accordance with Clause 16.2 hereof terminate this Contract and the provisions of Clause 4.5 (b) shall apply.

Clause 33.1(4)

ensuring that the Business is conducted in accordance with normal and prudent practice (having regard to the nature of the Business) and shall use its best endeavours to maintain the profitability and value of the Business and in so doing will not offer Trading Stock for sale at less than its normal price.

Clause 34.2(2)

If the trading figures for the Business Trial period are less than the Estimated Trading Level by more than the Permitted Variation (see Item 31.3), the Buyer may by notice served within 2 Business Days after the expiration of the Business Trial period, terminate the Contract in which case the provisions of Clause 4.5 (b) shall apply.  Should the Buyer not notify the Seller in accordance with this Clause the Buyer will be deemed to have accepted the actual trading figures.

Clause 35

Except Subject as otherwise provided herein each party will be liable for payment of its own costs and outlays in respect of the preparation, and execution and carrying into effect of this Contract provided however, the Buyer will be liable for payment of stamp duty and registration fees on this Contract or other documents created in respect of or pursuant to this Contract.

Additions / Changes:

Clause 17.4

All costs in relation to obtaining the Lessor’s consent shall be payable by the Seller. provided however, should the Lessor require the Buyer to enter into a deed of covenant the Buyer will pay the professional costs of preparing such deed.

Clause 19.1(3)

the Seller has not breached the terms and conditions of any Service Contract  and is not aware of any circumstances which may result in their termination.

Clause 19.1(4)

all Service Contract details provided are valid and subsisting.