ACQUISITION
AGREEMENT
This
Acquisition Agreement (“Agreement”) is entered into this 30 day of November 2018 by and among Anvia (Australia) Pty
Ltd., an Australian company (“Acquirer”), Jamiesons Accounting Pty Ltd, an Australian Company (“Target”)
and shareholders of Jamiesons Accounting Pty Ltd being the owners of record of all of the issued and outstanding common stock
of Target (referred to hereafter as the “Shareholders”).
Whereas,
Acquirer desires to acquire and the Shareholders desire to transfer the issued securities of Target identified in item 1.1 below
in a transaction intended to qualify as a reorganization within the meaning of section 368(a)(1)(B) of the United States Internal
Revenue Code of 1986, as amended.
Now,
therefore, Acquirer, Target, and the Shareholder agree as follows:
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1.
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Purchase
Price and Exchange of Stock
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1.1
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The
purchase price
is AU $ 952,166.00 for 51% shares of Jamiesons Accounting Pty Ltd.
Anvia
Holdings shall issue 675,853
shares of Anvia Holdings shares based on the on the share
price on the closing date of 30 November 2018.
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1.2
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Exchange
of Certificates. The Shareholders shall surrender such certificate(s) in the aggregate amount of shares representing 51% of
the issued and outstanding common stock of Target to Acquirer and shall receive in exchange a certificate or certificates
representing the 675,853 shares of Acquirer’s common stock. The transfer of Target shares by the Shareholders shall
be affected by the delivery to Acquirer at the Closing of certificates representing the transferred shares endorsed in blank
or accompanied by stock powers executed in blank. Of the total of 675,853 shares to be issued by the Acquirer to all current
shareholders shall receive 675,853 shares.
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1.3
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Further
Assurances. At the Closing and from time to time thereafter, the Shareholders shall execute such additional instruments and
take such other action as Acquirer may request in order more effectively to sell, transfer, and assign the transferred stock
to Acquirer and to confirm Acquirer’s title thereto.
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2.
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Exchange
of Other Securities.
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2.1
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Securities
Exchanged. The outstanding warrants, options, stock rights and other securities of Target owned by the Shareholder
identified in item 1.1 above shall be exchanged and adjusted, subject to the terms contained in such warrants, options, stock
rights or other securities, for similar securities of Acquirer.
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3.
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Closing.
The Closing contemplated herein shall be held on or before November 30, 2018 at the principal offices of Acquirer, unless
another place or time is agreed upon by the parties without requiring the meeting of the parties hereof. All proceedings to
be taken and all documents to be executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously,
and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and
executed. The date of Closing may be accelerated, delayed or extended by agreement of the parties.
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Any
copy, facsimile telecommunication or other reliable reproduction of the writing or transmission required by this Agreement or
any signature required thereon may be used in lieu of an original writing or transmission or signature for any and all purposes
for which the original could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission or original signature.
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4.
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Representations
and Warranties of Target
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Target
represents and warrants as follows:
4.1
Corporate Status. Target and its subsidiaries are private companies duly organized, validly existing, and in good standing under
the laws of respective jurisdictions.
4.2
Capitalization. The capital stock of Target consists of 100 total shares, which are issued and outstanding, all fully paid and
non-assessable. No other shares are outstanding.
4.3
Subsidiaries. Target has no subsidiaries.
4.4
Financial Statements. The unaudited financial statements of Target for the year ended June 30, 2018, and the reviewed financial
statements for any interim period, (together, and collectively, “Target’s Financial Statements”) furnished to
Acquirer are correct and fairly present the financial condition of Target as of the dates and for the periods involved, and such
statements were prepared in accordance with generally accepted accounting principles consistently applied.
4.5
Undisclosed Liabilities. Target had no liabilities of any nature except to the extent reflected or reserved against in Target’s
Financial Statements, whether accrued, absolute, contingent, or otherwise, including, without limitation, tax liabilities and
interest due or to become due, and Target’s accounts receivable, if any, are collectible in accordance with the terms of
such accounts, except to the extent of the reserve therefore in Target’s Financial Statements.
4.6
Absence of Material Changes. Between the date of Target’s Financial Statements and the Closing of this Agreement, there
have not been, except as set forth in a list certified by the president of Target and delivered to Acquirer, (1) any changes in
Target’s financial condition, assets, liabilities, or business which, in the aggregate, have been materially adverse; (2)
any damage, destruction, or loss of or to Target’s property, whether or not covered by insurance; (3) any declaration or
payment of any dividend or other distribution in respect of Target’s capital stock, or any direct or indirect redemption,
purchase, or other acquisition of any such stock; or (4) any increase paid or agreed to in the compensation, retirement benefits,
or other commitments to employees.
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4.7
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Litigation.
There is no litigation or proceeding pending, or to Target’s knowledge threatened, against or relating to Target, its
properties or business, except as set forth in a list certified by the president of Target and delivered to Acquirer.
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4.8
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Contracts.
Target is not a party to any material contract except as set forth in a list certified by the president of Target and delivered
to Acquirer.
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4.9
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No
Violation. Execution of this Agreement and performance by Target hereunder has been duly authorized by all requisite corporate
action on the part of Target, and this Agreement constitutes a valid and binding obligation of Target, performance hereunder
will not violate any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree,
law, or regulation to which any property of Target is subject or by which Target is bound.
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4.10
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Title
to Property. Target has good and marketable title to all properties and assets, real and personal, reflected in Target’s
Financial Statements, except as since sold or otherwise disposed of in the ordinary course of business, and Target’s
properties and assets are subject to no mortgage, pledge, lien, or encumbrance, except for liens shown therein, with respect
to which no default exists.
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4.11
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Corporate
Authority. Target has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder
and will deliver at the Closing a certified copy of resolutions of its board of directors authorizing execution of this Agreement
by its officers and performance thereunder.
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4.12
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Access
to Records. From the date of this Agreement to the Closing, Target will (1) give to Acquirer and its representatives full
access during normal business hours to all of its offices, books, records, contracts, and other corporate documents and properties
so that Acquirer may inspect and audit them and (2) furnish such information concerning Target’s properties and affairs
as Acquirer may reasonably request.
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4.13
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Confidentiality.
Until the Closing (and permanently if there is no Closing), Target and the Shareholder will keep confidential any information
which they obtain from Acquirer concerning its properties, assets, and business. If the transactions contemplated by this
Agreement are not consummated, Target and the Shareholder will return to Acquirer all written matter with respect to Acquirer
obtained by them in connection with the negotiation or consummation of this Agreement.
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5.
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Representations
and Warranties of the Shareholder
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The
Shareholder hereby represents and warrants as follows:
5.1
Title to Shares. The current shareholders are the owners, free and clear of any liens and encumbrances, of 51 shares of Target
common stock which they have contracted to exchange and which represents all of the issued and outstanding common stock of Target.
5.2
Litigation. There is no litigation or proceeding pending, or as to the Shareholder’s knowledge threatened, against or relating
to the shares of Target held by the Shareholder.
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6.
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Representations
and Warranties of Acquirer
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The
Acquirer represents and warrants as follows:
6.1
Corporate Status. Acquirer is a corporation duly organized, validly existing, and in good standing under the laws of Australia
and is licensed or qualified the nature of its business or the character or ownership of its properties makes such licensing or
qualification necessary.
6.2
Capitalization. The authorized capital stock of Acquirer consists of 10 shares of common stock, $1.00 par value per share, of
which approximately 10 shares are issued and outstanding, all fully paid and non-assessable.
6.3
Subsidiaries. Acquirer has the following subsidiaries of the date of agreement
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1.
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Global
Institute of Vocational Education Pty Ltd
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6.4
Public Company. Acquirer is a subsidiary of Anvia Holdings Corporation, a United States public company listed with Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934.
6.5
Public Filings. The Acquirer, through its parent company is currently a public corporation and has not any reports required to
be filed by it under Section 13or 15 of the Securities Exchange Act of 1934.
6.6
Undisclosed Liabilities. Acquirer had no liabilities of any nature except to the extent reflected or reserved against in Acquirer’s
Financial Statements, whether accrued, absolute, contingent, or otherwise, including, without limitation, tax liabilities and
interest due or to become due, and Acquirer’s accounts receivable, if any, are collectible in accordance with the terms
of such accounts, except to the extent of the reserve therefore in Acquirer’s Financial Statements.
6.7
Absence of Material Changes. Between the date of Acquirer’s Financial Statements and the Closing of this Agreement, there
have not been, except as set forth in a list certified by the president of Acquirer and delivered to Target, (1) any changes in
Acquirer’s financial condition, assets, liabilities, or business which, in the aggregate, have been materially adverse;
(2) any damage, destruction, or loss of or to Acquirer’s property, whether or not covered by insurance; (3) any declaration
or payment of any dividend or other distribution in respect of Acquirer’s capital stock, or any direct or indirect redemption,
purchase, or other acquisition of any such stock; or (4) any increase paid or agreed to in the compensation, retirement benefits,
or other commitments to employees.
6.8
Litigation. There is no litigation or proceeding pending, or to Acquirer’s knowledge threatened, against or relating to
Acquirer, its properties or business, except as set forth in a list certified by the president of Acquirer and delivered to Target.
6.9
Contracts. Acquirer is not a party to any material contract other than those listed as an attachment hereto.
6.10
No Violation. Execution of this Agreement and performance by Acquirer hereunder has been duly authorized by all requisite corporate
action on the part of Acquirer, and this Agreement constitutes a valid and binding obligation of Acquirer, performance hereunder
will not violate any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree,
law, or regulation to which any property of Acquirer is subject or by which Acquirer is bound.
6.11
Title to Property. Acquirer has good and marketable title to all properties and assets, real and personal, reflected in Acquirer’s
Financial Statements, except as since sold or otherwise disposed of in the ordinary course of business, and Acquirer’s properties
and assets are Subject to no mortgage, pledge, lien, or encumbrance, except for liens shown therein, with respect to which no
default exists.
6.12
Corporate Authority. Acquirer has full corporate power and authority to enter into this Agreement and to carry out its obligations
hereunder, and will deliver at the Closing a certified copy of resolutions of its board of directors authorizing execution of
this Agreement by its officers and performance thereunder.
6.13
Confidentiality. Until the Closing (and permanently if there is no Closing), Acquirer and its representatives will keep confidential
any information which they obtain from Target concerning its properties, assets, and business. If the transactions contemplated
by this Agreement are not consummated, Acquirer will return to Target all written matter with respect to Target obtained by it
in connection with the negotiation or consummation of this Agreement.
6.14
Investment Intent. Acquirer is acquiring the Target shares to be transferred to it under this Agreement for investment and not
with a view to the sale or distribution thereof, and Acquirer has no commitment or present intention to liquidate Target or to
sell or otherwise dispose of its stock.
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7.
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Conduct
Pending the Closing
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Acquirer,
Target and the Shareholder covenant that between the date of this Agreement and the Closing as to each of them:
7.1
No change will be made in the charter documents, by-laws, or other corporate documents of Acquirer or Target without the written
consent of the parties hereto.
7.2
Target and Acquirer will use their best efforts to maintain and preserve its business organization, employee relationships, and
goodwill intact, and will not enter into any material commitment except in the ordinary course of business.
7.3
The Shareholder will not sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the Target shares of common
stock owned by him.
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8
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Conditions
Precedent to Obligation of Target and the Shareholders
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Target’s
and the Shareholder’s obligation to consummate this exchange shall be Subject to fulfillment on or before the Closing of
each of the following conditions, unless waived by Target or the Shareholders as appropriate:
8.1
Acquirer’s Representations and Warranties. The representations and warranties of Acquirer set forth herein shall be true
and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby.
8.2
Acquirer’s Covenants. Acquirer shall have performed all covenants required by this Agreement to be performed by it on or
before the Closing.
8.3
Board of Director Approval. This Agreement shall have been approved by the Board of Directors of Acquirer.
8.4
Supporting Documents of Acquirer. Acquirer shall have delivered to Target and the Shareholder supporting documents in form and
substance reasonably satisfactory to Target and the Shareholder, to the effect that:
(a)
Acquirer is a corporation duly organized, validly existing, and in good standing;
(b)
Acquirer’s authorized capital stock is as set forth herein;
(c)
Copies of the resolutions of the board of directors of Acquirer authorizing the execution of this Agreement and the consummation
hereof; and
(d)
Any document as may be specified herein or required to satisfy the conditions, representations and warranties enumerated elsewhere
herein.
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9.
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Conditions
Precedent to Obligation of Acquirer
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Acquirer’s
obligation to consummate this acquisition shall be Subject to fulfillment on or before the Closing of each of the following conditions,
unless waived by Acquirer:
9.1
Target’s and the Shareholder’s Representations and Warranties. The representations and warranties of Target and the
Shareholder set forth herein shall be true and correct at the Closing as though made at and as of that date, except as affected
by transactions contemplated hereby.
9.2
Target’s and the Shareholder’s Covenants. Target and the Shareholder shall have performed all covenants required by
this Agreement to be performed by them on or before the Closing.
9.3
Board of Director Approval. This Agreement shall have been approved by the Board of Directors of Target.
9.4
Shareholder Execution. This Agreement shall have been executed by the Shareholder of Target.
9.5
Supporting Documents of Target. Target shall have delivered to Acquirer supporting documents in form and Substance reasonably
satisfactory to Acquirer to the effect that:
(a)
Target is a corporation duly organized, validly existing, and in good standing;
(b)
Target’s capital stock is as set forth herein;
(c)
Copies of the resolutions of the board of directors of Target authorizing the execution of this Agreement and the consummation
hereof; and
(d)
Any document as may be specified herein or required to satisfy the conditions, representations and warranties enumerated elsewhere
herein.
10.1
Indemnification of Acquirer. Target and the Shareholder severally (and not jointly) agree to indemnify Acquirer against any loss,
damage, or expense (including reasonable attorney fees) suffered by Acquirer from (1) any breach by Target or the Shareholder
of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by Target or the
Shareholder herein; provided, however, that (a) Acquirer shall be entitled to assert rights of indemnification hereunder only
if and to the extent that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the
aggregate and (b) Acquirer shall give notice of any claims hereunder within twelve months beginning on the date of the Closing.
No loss, damage, or expense shall be deemed to have been sustained by Acquirer to the extent of insurance proceeds paid to, or
tax benefits realizable by, Acquirer as a result of the event giving rise to such right to indemnification.
10.2
Proportionate Liability. The liability of the Shareholder under this Section shall in no event exceed 50 percent of the value
of the Acquirer shares received by such Shareholder.
10.3
Indemnification of Target and the Shareholder. Acquirer agrees to indemnify Target and the Shareholder against any loss, damage,
or expense (including reasonable attorney fees) suffered by Target or the Shareholder from (1) any breach by Acquirer of this
Agreement or (2) any inaccuracy in or breach of any of Acquirer’s representations, warranties, or covenants herein.
10.4
Defense of Claims. Upon obtaining knowledge thereof, the indemnified party shall promptly notify the indemnifying party of any
claim which has given or could give rise to a right of indemnification under this Agreement. If the right of indemnification relates
to a claim asserted by a third party against the indemnified party, the indemnifying party shall have the right to employ counsel
acceptable to the indemnified party to cooperate in the defense of any such claim. As long as the indemnifying party is defending
any such claim in good faith, the indemnified party will not settle such claim. If the indemnifying party does not elect to defend
any such claim, the indemnified party shall have no obligation to do so.
11.
Termination.
This Agreement may be terminated (1) by mutual consent in writing; (2) by either Target, the Shareholder or Acquirer
if there has been a material misrepresentation or material breach of any warranty or covenant by any other party; or (3) by either
Target, the Shareholder or Acquirer if the Closing shall not have taken place, unless adjourned to a later date by mutual consent
in writing.
12.
Survival of Representations and Warranties.
The representations and warranties of Target, the Shareholders and Acquirer set
out herein shall survive the Closing for a period of twelve (12) months.
Scope.
The parties hereby agree that any and all claims (except only for requests for injunctive or other equitable relief) whether existing
now, in the past or in the future as to which the parties or any affiliates may be adverse parties, and whether arising out of
this agreement or from any other cause, will be resolved by arbitration before the American Arbitration Association.
Situs.
The situs of arbitration shall be chosen by the party against whom arbitration is sought, provided only that arbitration shall
be held at a place in the reasonable vicinity of such party’s place of business or primary residence and shall be within
the United States. The situs of counterclaims will be the same as the situs of the original arbitration. Any disputes concerning
situs will be decided by the American Arbitration Association.
Applicable
Law. The law applicable to the arbitration and this agreement shall be that of the State of California, determined without regard
to its provisions which would otherwise apply to a question of conflict of laws. Any dispute as to the applicable law shall be
decided by the arbitrator.
Disclosure
and Discovery. The arbitrator may, in its discretion, allow the parties to make reasonable disclosure and discovery in regard
to any matters which are the Subject of the arbitration and to compel compliance with such disclosure and discovery order. The
arbitrator may order the parties to comply with all or any of the disclosure and discovery provisions of the Federal Rules of
Civil Procedure, as they then exist, as may be modified by the arbitrator consistent with the desire to simplify the conduct and
minimize the expense of the arbitration.
Finality
and Fees. Any award or decision by the American Arbitration Association shall be final, binding and non-appealable except as to
errors of law. Each party to the arbitration shall pay its own costs and counsel fees.
Measure
of Damages. In any adverse action, the parties shall restrict themselves to claims for compensatory damages and no claims shall
be made by any party or affiliate for lost profits, punitive or multiple damages.
Covenant
Not to Sue. The parties covenant that under no conditions will any party or any affiliate file any action against the other (except
only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and
the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder
with costs and attorney’s fees to the prevailing party.
Intention.
It is the intention of the parties and their affiliates that all disputes of any nature between them, whenever arising, from whatever
cause, based on whatever law, rule or regulation, whether statutory or common law, and however characterized, be decided by arbitration
as provided herein and that no party or affiliate be required to litigate in any other forum any disputes or other matters except
for requests for injunctive or equitable relief. This agreement shall be interpreted in conformance with this stated intent of
the parties and their affiliates.
14.1
Further Assurances. From time to time, each party will execute such additional instruments and take such actions as may be reasonably
required to carry out the intent and purposes of this Agreement.
14.2
Waiver. Any failure on the part of either party hereto to comply with any of its obligations, agreements, or conditions hereunder
may be waived by the party to whom such compliance is owed.
14.3
Brokers. Each party agrees to indemnify and hold harmless the other party against any fee, loss, or expense arising out of claims
by brokers or finders employed or alleged to have been employed by the indemnifying party.
14.4
Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered
in person or sent by prepaid first-class certified mail, return receipt requested, or recognized commercial courier service, as
follows:
If
to Acquirer, to:
Anvia
(Australia) Pty Ltd
366
Nursery Road,
Holland
Park 4121,
Queensland,
Australia
If
to Target or Shareholder, to:
Jamiesons
Accounting Pty Ltd
92
Ashmore Road,
Bundall,
4217
Queensland,
Australia
15.5
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Queensland,
Australia.
15.6
Assignment. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns;
provided, however, that any assignment by either party of its rights under this Agreement without the written consent of the other
party shall be void.
15.7
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Signatures sent by facsimile or electronic transmission
shall be deemed to be evidence of the original execution thereof.
15.8
Effective Date. The effective date of this Agreement shall be November 30, 2018.
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Anvia
(Australia) Pty Ltd
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By:
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Name:
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Herbert
James Kennett
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Title:
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Director
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Jamiesons
Accounting Pty Ltd
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By:
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Name:
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Gary
Cooper
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Title:
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Director
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