Sale and Purchase Agreement between Rayont Inc and Ali Kasa dated May 1, 2023

Exhibit 1.01

Sale & Purchase Agreement

BETWEEN

Rayont Inc (seller)

AND

Ali Kasa (buyer)

SALE & PURCHASE AGREEMENT

This Agreement may be terminated (1) by mutual consent in writing; (2) by either the Seller or Buyer if there has been a material misrepresentation or material breach of any warranty or covenant by any other party by notice in writing.

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 Australian Centre for International Commercial Arbitration.

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 QLD. The situs of counterclaims will be the same as the situs of the original arbitration. Any disputes concerning situs will be decided by the Australian Centre for International Commercial Arbitration.

Applicable Law. The law applicable to the arbitration and this agreement shall be that of the State of QLD, 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 Australian Centre for International Commercial Arbitration 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 Australian Centre for International Commercial Arbitration, 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.

Execution

EXECUTED as a deed.

Executed by

Ali Kasa

Executed by

Rayont Inc

Exhibit A

Exhibit B

Note: The amounts are expressed in AUD

Rayout Holdings Pty Ltd. and Subsidiaries

Note: The amounts are expressed in AUD

Rayout Holdings Pty Ltd. and Subsidiaries

Note 1: Interest rate are not including in the loan amount presented in the respective Balance Sheets.