Form 8-K

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-034569

Filed: 2026-07-24

Period: 2026-07-22

CIK: 0002068385

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex10-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002068385

2026-07-22

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (date of earliest event reported): July 22, 2026

SHARONAI

HOLDINGS INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-43129

41-2349750

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

745

Fifth Avenue, Suite 500,

New

York, NY 10151

(Address

of principal executive offices, including zip code)

(347)

212-5075

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under

any of the following provisions (see General Instructions A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Ordinary Common Stock, $0.0001 par value

SHAZ

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

The

information contained below in Item 5.02 related to the Employment Agreement (as defined below), Separation Deed (as defined below) and

the Consulting Agreement (as defined below)is hereby incorporated by reference into this Item 1.01.

Item

1.02 Termination of a Material Definitive Agreement.

The

information contained below in Item 5.02 related to the Executive Contract (as defined below) is hereby incorporated by reference into

this Item 1.02.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Appointment

of Chief Financial Officer

July 22, 2026, SharonAI Holdings Inc. (the “Company”) entered into an employment agreement between the Company’s subsidiary,

SharonAI Pty Ltd, and Anuj Goel as a guarantor of the agreement, pursuant to which Mr. Goel will serve as Chief Financial Officer of

the Company (the “Employment Agreement”) commencing August 24, 2026. Pursuant to the Employment Agreement, Mr. Goel will

receive (i) an annual base salary of AUD$650,000 (which is the USD equivalent of approximately USD$455,000 based on an exchange rate

of AUD/USD $0.70), which may be increased from time to time at the discretion of the Company, (ii) eligibility to receive an annual short-term

incentive award of up to 100% of his base salary, payable in cash and/or restricted stock units, at the discretion of the Company, and

(iii) eligibility to receive an annual long-term incentive award of up to 200% of his base salary, payable in restricted stock units,

at the discretion of the Company. In connection with his appointment, Mr. Goel was granted a sign-on award of restricted stock units

with an aggregate grant value of AUD$1,352,000 (which is the USD equivalent of approximately $946,400 based on an exchange rate of AUD/USD

$0.70), which vest in annual tranches over a five-year period from June 2027 through June 2031, subject to Mr. Goel’s continued

employment with the Company on each applicable vesting date.

Mr.

Goel will also be entitled to vacation, sick and holiday pay in accordance with the Company’s policies established and in effect

from time to time. The Employment Agreement is for an indefinite term, subject to an initial probationary period of six months. Either

party may terminate the Employment Agreement by providing three months’ written notice (or, in the case of the Company, payment

in lieu of such notice). The Company may also terminate the Employment Agreement immediately without notice for cause, including for

serious misconduct, material breach or other grounds specified therein. During the probationary period, either party may terminate the

Employment Agreement by providing one week’s written notice (or, in the case of the Company, payment of one week’s wages

in lieu of notice). Upon the termination of Mr. Goel’s employment, Mr. Goel will be entitled to receive accrued but unpaid salary,

superannuation contributions and any accrued but unused annual leave entitlements, in each case less applicable tax withholdings. The

Employment Agreement also contains customary provisions relating to confidentiality, intellectual property assignment, post-termination

restraints and non-compete obligations.

The

foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement,

a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Mr.

Goel, age 42, has over 20 years of investment banking experience at Macquarie Group, where he has served as Head of Technology, APAC

at Macquarie Capital since 2012. Prior to that role, Mr. Goel served in Macquarie’s Venture Capital division from 2006 to 2011.

Mr. Goel holds an actuarial foundation and has extensive experience in technology, media and telecommunications transactions, including

Telstra’s approximately AUD$11 billion NBN transaction, WiseTech Global’s approximately AUD$3.2 billion acquisition of E2Open,

and the PEXA initial public offering, among other technology-related capital markets transactions. Mr. Goel has significant experience

supporting listed-company chief financial officers and boards of directors through reporting cycles, initial public offering roadshows

and investor engagement.

There

are no family relationships between Mr. Goel and any of our directors or executive officers. Except as set forth herein, there is no

arrangement or understanding between Mr. Goel and any other persons pursuant to which Mr. Goel was appointed Chief Financial Officer

of the Company. There are no related party transactions involving Mr. Goel that are reportable under Item 404(a) of Regulation S-K.

Resignation

of Chief Financial Officer

July 22, 2026, Timothy Broadfoot entered into an agreement to resign as Chief Financial Officer of the Company, effective August 24,

2026, and to terminate the Executive Employment Contract between himself, the Company and the Company’s wholly-owned, indirect

subsidiary, SharonAI Pty Ltd (ACN 645 215 194) (“SharonAI Australia”), dated April 30, 2026 (the “Executive Contract”),

effective August 31, 2026. In connection with Mr. Broadfoot’s resignation and the termination of the Executive Contract, the Company,

SharonAI Australia, and Mr. Broadfoot entered into a Deed of Release (the “Separation Deed”), pursuant to which the parties

agreed to resolve all matters relating to Mr. Broadfoot’s employment and the termination thereof.

Pursuant

to the Separation Deed, Mr. Broadfoot is entitled to receive (i) accrued wages and superannuation, (ii) a discretionary short-term incentive

payment of AUD$405,166 (which is the USD equivalent of approximately $283,616 based on an exchange rate of AUD/USD $0.70), and (iii)

payment in lieu of any accrued but unused annual leave, in each case less applicable tax withholdings. In addition, the Separation Deed

provides that 93,194 unvested restricted stock units previously granted to Mr. Broadfoot under the Company’s 2024 Omnibus Equity

Incentive Plan and 2025 Omnibus Equity Incentive Plan will remain outstanding and continue to vest and be settled in accordance with

the terms set forth in Schedule 2 of the Separation Deed, including applicable performance vesting conditions, notwithstanding the termination

of Mr. Broadfoot’s employment, subject to Mr. Broadfoot’s continued compliance with the restrictive covenants set forth in

his employment contract.

The

Separation Deed also provides that Mr. Broadfoot will provide consulting services to the Company and its affiliates pursuant to a separate

consultancy agreement (the “Consulting Agreement”), effective concurrently with the Separation Deed. The Separation Deed

contains mutual releases, mutual non-disparagement obligations, confidentiality provisions and an acknowledgment that Mr. Broadfoot will

continue to be bound by the restrictive covenants and continuing obligations under his employment contract.

The

foregoing description of the Separation Deed and Consulting Agreement are qualified in their entirety by reference to the full texts

of the Separation Deed and the Consulting Agreement, copies of which are attached hereto as Exhibit 10.2 and 10.3, respectively, are

incorporated herein by reference.

Mr.

Broadfoot’s resignation was not related to any disagreement with the Company on any matter relating to the Company’s operations,

policies or practices.

Item

7.01 Regulation FD Disclosure.

July 22, 2026, the Company issued a press release announcing the appointment of Mr. Goel as the Company’s incoming Chief Financial

Officer. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The

information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated

by reference into the filings of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, regardless

of any general incorporation language in such filings.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Employment Agreement, dated July 22, 2026, by and among SharonAI Pty Ltd, SharonAI Holdings Inc. and Anuj Goel

10.2

Deed of Release, dated July 22, 2026, by and among SharonAI Holdings Inc., SharonAI Pty Ltd and Timothy Broadfoot

10.3

Consulting Agreement, dated July 22, 2026, by and among SharonAI Holdings Inc., SharonAI Pty Ltd and Timothy Broadfoot

99.1

Press Release dated July 22, 2026

104

Cover

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CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

The

Company cautions that statements in this report and its exhibits that are not a description of historical fact are forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of

words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,”

“believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results

may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based

upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual

results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various

risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading

“Risk Factors” included in the Company’s reports and filings made with the SEC. One should not place undue reliance

on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to

risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The

Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on

which they were made, except as may be required by law.

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

SHARONAI

HOLDINGS INC.

By:

/s/

James Manning

Name:

James

Manning

Title:

Chief

Executive Officer

Date:

July 24, 2026

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

July 2026

Anuj

Goel

Balls Head Rd

Waverton,

NSW

Dear

Anuj,

Employment

offer with SharonAI Pty Ltd (ACN 645 215 194) (Employer)

Further

to recent discussions, we are delighted to provide you with a new contract of employment to replace your existing contract of employment.

This

letter sets out particulars of your new contract of employment. If you accept this offer of employment your employment contract (Contract)

will be set out in:

1. the

terms of this letter;

2. the

terms of employment (Terms), a copy of which is attached.

This

Contract will then replace any previous agreements about your employment, except that any existing accrued entitlements and your prior

period of service will be recognised under this Contract. Your original commencement date for this purpose is set out in the particulars

on the next page of this letter.

Please

consider the terms of this Contract very carefully. The proposed Terms contain various undertakings on your part with respect to confidential

information and post-termination conduct, in the event that your employment with us ends. Accordingly, it is important that you take

the time required to carefully read all the documents and take independent legal advice if there is any aspect that is unclear to you.

Whilst

you will be employed by SharonAI Pty Ltd, SharonAI Pty Ltd’s parent company SharonAI Holdings Inc has agreed to guarantee particular

obligations of SharonAI Pty Ltd in respect of your employment and accordingly, Sharon AI Holdings Inc is a party to this Contract to

the extent of the guarantee provided.

Should

you wish to accept this new Contract, you must:

(a) initial

each page of the Terms;

(b) sign

a counterpart of this letter where indicated; and

the initialled Terms and the counterpart signed copy of this letter to us within 7 days of

the date of this letter.

Your

employment under this Contract is otherwise then intended to start on the contract commencement date set out in the particulars on the

next page of this letter.

The

particulars of our offer of employment are as follows:

Job

title/role

You

are employed as Chief Financial Officer on a full-time basis.

Contract

commencement date

The

commencement date of your employment under this Contract is 24 August 2026

Job

description

Your

duties will include the duties set out in your Job Description and other such duties determined by the Employer from time to time.

Supervisor

You

will report to the CEO

Remuneration

You

will be paid an annual base salary of $650,000.00 AUD (Annual Salary).

Subject

to the Terms, this is the total remuneration paid to you.

Review

of Annual Salary

The

Annual Salary may be reviewed each year.

The

Review (and any increase to the Annual Salary) is subject to several factors, including:

(a)

your

performance;

(b)

the

performance of the Employer; and

(c)

current

market conditions.

For

the avoidance of any doubt, the Employer is under no obligation to increase the Annual Salary, as part of any Review, and your Annual

Salary may remain the same.

Discretionary

bonus scheme

STI

Award

You

are eligible for a variable incentive of up to 100% of your Base Remuneration, payable in cash and/or RSUs, subject to annual performance

outcomes and Company discretion.

Discretionary

Offer of Shares

The

company operates the 2025 Omnibus Equity Incentive Plan (Plan), or other such plan

as modified, amended or replaced from time to time. Under the terms of this plan, employees

are awarded Restricted Stock Unit (RSU’s) as part of Long-Term Incentive (LTI)

program.

LTI

Award

You

will be eligible for 200% of your Base renumeration, which will be award in the form of RSU’s.

Sign

On Bonus

a sign-on incentive, the Employee will be granted Restricted Share Units (RSUs) with an aggregate

grant value of AUD $1,352,000, calculated using the fair market value of the Company’s

shares on the grant date in accordance with the Company’s Equity Incentive Plan.

The

RSUs will vest in the following tranches, subject only to the Employee remaining employed by the Company on the applicable vesting date:

Vesting Date

RSU Grant Value (AUD)

June 2027

$ 229,000

June 2028

$ 344,000

June 2029

$ 350,000

June 2030

$ 271,000

June 2031

$ 158,000

Total

$ 1,352,000

The

Sign-On RSU Award is intended to compensate the Employee for deferred equity forfeited on joining the Company. If the Employee’s

employment is terminated by the Company without Cause or due to redundancy prior to a vesting date, any unvested RSUs will continue

to vest in accordance with the above schedule. If the Employee resigns or their employment is terminated for Cause before a vesting

date, any unvested RSUs will immediately lapse.

10.

Pay

day

Currently

on the 15th day of each month but may change from time to time.

11.

Location

of work

Your

location of work is either Sydney or North Sydney, New South Wales or any other location as the Employer may require from time to

time on a temporary or permanent basis. You will be allowed to work from home (WFH) in accordance with the workload and requirements

of your role.

12.

Superannuation

addition to the Annual Salary, you will receive superannuation contributions in line with the minimum compulsory contribution rate

required to be paid by the Employer, in accordance with applicable legislation.

13.

Hours

of work

Your

hours of work are made up of at least 38 hours per week (plus reasonable additional hours

as are necessary for the proper performance of your duties) (Work Hours).

You

may be required to work other reasonable additional hours, in addition to the Work Hours, from time to time, including outside the

abovementioned times, as appropriate.

Subject

to the Terms, the Annual Salary is deemed to cover payment for the overall performance of the job.

14.

Probationary

period

Months

iii

15.

Annual

leave & long service leave

You

are entitled to statutory annual leave and long service leave entitlements.

16.

Paid

personal/carers leave (including sick leave)

You

are entitled to statutory personal/carers leave (including sick leave).

17.

Unpaid

parental leave (including maternity leave)

You

are entitled to statutory unpaid parental leave (including maternity leave).

18.

Terms

and conditions

The

attached terms and conditions form part of your employment contract with the Employer.

The

National Employment Standards (NES) which govern the majority of employees commenced on 1 January 2010. The NES are minimum entitlements

which are intended to apply to all private sector employees regardless of whether they are covered by a modern award, agreement or contract.

The 10 matters covered by the NES include:

● maximum

weekly hours of work;

● requests

for flexible working arrangements;

● parental

leave;

● annual

leave;

● personal/carer’s

leave and compassionate leave;

● community

service leave;

● long

service leave;

● public

holidays;

● notice

of termination or redundancy pay; and

● the

provision of a Fair Work Information Statement to employees.

Please

find enclosed a copy of the Fair Work Information Statement. It contains information about the NES, modern awards, agreement-making,

the right to freedom of association, termination of employment, individual flexibility arrangements, rights of entry, transfer of business,

and the respective roles of the Fair Work Commission and the Fair Work Ombudsman.

any term of this employment contract is less favourable to you than the National Employment Standards, the National Employment Standards

will prevail over the term to the extent that the term is less favourable. However, the NES does not form part of, and are not incorporated

into, these Terms.

Yours

faithfully

SharonAI

Pty Ltd

Encl

hereby accept the above terms and conditions of employment with the Employer and acknowledge that this Contract will replace any previous

agreement regarding the terms of my employment with the Employer:

/s/

Anuj Goel 7/22/2026

Signature Date

SIGNED

for and behalf of SHARONAI PTY LTD ACN 645 215 194 by an authorised representative:

/s/

James Manning James

Manning

Signature

of authorised representative Name

of authorised representative

(please

print)

EXECUTED

by SHARONAI HOLDINGS

INC

by its authorised signatory:

/s/

James Manning

Signature

of signatory

James

Manning

Name

of signatory (please print)

SHARONAI

PTY LTD

(the

Employer)

TERMS

OF EMPLOYMENT

Corporate Structure

Period of Employment

2.1

Letter of Offer and acceptance

2.2

Probation

2.3

Following probationary

period

Your Responsibilities

3.1

Duties and responsibilities

of Employees

3.2

Job Description and job

directions

3.3

Operational requirements

of the Employer and working conditions

3.4

Other employment

3.5

Confidentiality

3.6

Secrecy

3.7

Media and other communications

3.8

Monitoring and surveillance/Information

technology

3.9

Pecuniary interests

3.10

Ability to perform duties

3.11

Work rights

3.12

Medical examination

Employee Benefits

4.1

Annual leave

4.2

Long service leave

4.3

Paid personal/carers leave

(including sick leave)

4.4

Parental leave and compassionate

leave

4.5

Community service leave

4.6

Family and domestic violence

leave

4.7

Public holidays

Remuneration

5.1

All entitlements included

5.2

Expenses

Ending (Terminating) the Employment

6.1

By the Employee

6.2

By the Employer upon giving

notice

6.3

By the Employer for proper

cause

6.4

Suspension

6.5

Documents and other property

of the Employer

6.6

Resignation of directorships

6.7

Authorised deductions

6.8

Non disparagement and

representations

6.9

Gardening leave

Restrictive Covenants after Termination

of Employment

7.1

Post termination restraint and non compete

7.2

Damages for restraint

7.3

Definitions

Ownership of Intellectual Property

8.1

Ownership of Intellectual

Property

8.2

Moral Rights

Privacy

10.

Policies

11.

Social Media

12.

Survival

13.

Applicable Law

14.

Complying with Terms, Rules, Regulations

and Legal Requirements

General

Definitions

1. Corporate

Structure

SharonAI

Pty Ltd (ACN 645 215 194) is the Employer. SharonAI Inc is the parent company of the Employer and guarantees particular obligations of

the Employer in respect of your employment.

2. Period

of Employment

2.1 Letter

of Offer and acceptance

Should

you accept the offer of employment made in the Letter of Offer, your contract of employment with the Employer will comprise the Letter

of Offer and these Terms.

Acceptance

of the employment offer made in the Letter of Offer is subject to your acceptance of these Terms.

2.2 Probation

(a) If

your initial employment is subject to a probationary period:

(1) during

the probationary period, either party may terminate these Terms by giving to the other one

(1) week’s notice in writing or in the case of the Employer paying one (1) week’s

wages in lieu of notice;

(2) the

Employer may extend the probationary period set out in the Letter of Offer for a reasonable

period (of which you will be advised in writing).

(b) For

the avoidance of any doubt, no notice is required under clause 2.2 if the Employer terminates

your employment for proper cause under clause 6.3.

2.3 Following

probationary period

Following

expiration of any probationary period, subject to neither party exercising the rights to terminate these Terms under clause 2.2, your

employment is confirmed and may be terminated only under clause 6.

3. Your

Responsibilities

3.1 Duties

and responsibilities of Employees

You

must:

(a) well

and faithfully serve the Employer and use your best endeavours to promote the interest and

welfare of the Employer;

(b) preserve

and enhance the goodwill, business and reputation of the Employer and any Related Entity;

with all laws that are relevant to the work performed under these Terms;

(d) if

required, in pursuance of your duties, undertake work not only for the Employer but also

for any Related Entity, as the Employer may from time to time require; and

(e) not

bind or attempt to bind the Employer or any Related Entity to any agreement except as authorised

by these Terms. You agree to indemnify the Employer or any Related Entity in respect of all

unauthorised representations or agreements that you make and for which you do not have any

express authority.

3.2 Job

Description and job directions

Your

duties include the duties set out in your Job Description and such other duties as the Employer may require from time to time. You must

carry out your duties, efficiently and diligently, in accordance with such lawful orders, instructions and directions as the Employer

may from time to time reasonably and lawfully give to you.

3.3 Operational

requirements of the Employer and working conditions

The

Employer retains the right to change your position, your location of work, your Job Description, your duties the operational procedures

of the Employer and working conditions of employees, at any time, to bring about any structural or administrative change to the business

of the Employer or provide a safe and healthy work environment for employees.

3.4 Other

employment

You

must not engage or be concerned (either directly or indirectly and either alone or jointly) in any capacity with any Person, including

employment, consultancy or agency, which is in any way related to the business of the Employer including for a Competitor, unless you

first obtain the consent in writing of the Employer.

3.5 Confidentiality

(a) You

must not, during or after the period of your employment with the Employer, except in the

proper course of your duties or as permitted by the Employer in writing or as required by

law, use for your own benefit or gain, divulge to any person, firm, company or other organisation

whatsoever, or use any trade secret or any Confidential Information belonging to the Employer

including but not limited to information regarding:

(1) the

business or financial arrangements or position of the Employer or any Related Entity of the

Employer;

(2) without

limiting the generality of clause 3.5(a)(1), any computer programs, templates, patterns,

models or designs created by you during the course of your employment with the Employer or

otherwise, technical data, trade secrets, business processes or corporate information, financial

information, manuals or computer software and know-how;

(3) details

of suppliers of the Employer or any Related Entity, including details of the agreements and

arrangements with suppliers;

(4) details

of Clients of the Employer or any Related Entity including client relationship details, client

files and client lists;

(5) any

of the dealings, transactions or affairs of the Employer or any Related Entity of the Employer.

(b) You

must, during and following the period of your employment with the Employer, use your best

endeavours to prevent the publication, use or disclosure of any such trade secret or Confidential

Information.

Confidential Information which is disclosed by you in accordance with these Terms, must only

be done to the limited extent it is necessary, to Persons who:

(1) have

been approved by the Employer, to receive such information;

(2) are

aware and agree that the Confidential Information must be kept confidential; and

(3) sign

and agree to be bound by the terms of any confidentiality agreement, as may be required by

the Employer to be signed, from time to time.

(d) If

you are uncertain about whether information is Confidential Information, you must immediately

ask your supervisor or the Employer. Until you receive an answer, you must treat that information

as Confidential Information.

(e) Upon

the termination of your employment with the Employer, you must not:

(1) represent

yourself as being in any way connected with or interested in the business of the Employer;

(2) at

any time without the written authority of the Employer, divulge to any person any information

in connection with the Employer or any of the businesses or customers or Clients of the Employer

which you may have acquired during your employment.

(f) You

acknowledge that a breach of this clause may cause the Employer or any Related Entity (whichever

is applicable) irreparable damage for which monetary damages would not be an adequate remedy.

Accordingly, in addition to other remedies, the Employer or any Related Entity (whichever

is applicable) may seek and obtain injunctive relief against such a breach or threatened

breach.

(g) You

will fully indemnify the Employer in respect of any and all loss, damage, claims, liability,

cost and expenses, of any kind, suffered or incurred by the Employer as a result of your

breach of this clause, in any way, including, but not limited to, any disclosure by you of

any Confidential Information to any Person(s), other than is authorised under these Terms.

3.6 Secrecy

the extent permitted by law, you agree not to disclose the content of these Terms (other than the remuneration provisions) to any third

party whatsoever except for the purpose of obtaining legal advice or compliance with the obligations of a party under any legislation.

3.7 Media

and other communications

Unless

expressly authorised by the Employer in writing you are prohibited from dealing with the media of whatever kind and are not authorised

to give details regarding the Employer or its operations.

3.8 Monitoring

and surveillance/Information technology

a condition of using the Employer’s communication and information technology systems you consent to the Employer carrying out continuous

monitoring, recording and surveillance of all communications, and all use of, information technology systems and electronic resources

(including telephone conversations, emails and internet access) in the course of your employment and when using resources of the Employer

outside work.

3.9 Pecuniary

interests

You

must not have any direct or indirect pecuniary interests that would in the reasonable opinion of the Employer in any way compromise the

performance of your duties under these Terms. In particular, you must not hold any position for monetary or other reward which would

conflict with your responsibilities to the Employer or cause loss, detriment or embarrassment to the Employer.

3.10 Ability

to perform duties

(a) You

warrant to the Employer that there are no limitations on your ability to fully perform all

of your duties and responsibilities for the Employer, including limitations arising from

any medical restrictions or any prior employment.

(b) You

warrant to the Employer that you are able to perform the physical requirements and any other

inherent requirements of the position. You consent to providing the Employer with all information

(in writing and prior to signing these Terms) regarding any medical restrictions that may

affect your ability to perform the position. The purpose of the Employer obtaining this information

is to determine that you are able to safely perform the duties of this position and other

related purposes.

warrant to the Employer that you will not breach continuing obligations arising from any

prior employment in the performance of your duties and responsibilities for the Employer,

including confidentiality obligations.

(d) You

warrant to the Employer that any information provided by you to the Employer prior to signing

these Terms is true and correct to the best of your knowledge.

(e) Any

breach of the provisions contained in this clause will constitute grounds for immediate termination

of your employment.

3.11 Work

rights

Your

ongoing employment is conditional on you having the right to work in Australia at all times during your employment. The Employer may

require you to provide documents evidencing your right to work in Australia.

3.12 Medical

examination

(a) If

you suffer from or the Employer reasonably believes that you suffer from an illness or injury

of any type and the Employer believes that work health and safety risks may arise as a result

of you performing work, the Employer may require you to attend a medical examination to determine

the extent of such risks (if any).

(b) You

consent to the doctor conducting such a medical examination and providing a medical report

and any other information to the Employer. You also agree to sign any medical authority that

a medical practitioner may require before releasing information to the Employer.

4. Employee

Benefits

4.1 Annual

leave

(a) You

are entitled to annual leave in accordance with the relevant legislation and any applicable

modern award (if any).

(b) Annual

leave may be taken for a period agreed between you and the Employer.

Employer may not grant annual leave during peak business times, and you agree that any refusal

by the Employer to grant you leave during these times is reasonable.

(d) The

Employer may require you to take paid annual leave in particular circumstances, including

during all or part of any annual shutdown period of the Employer.

4.2 Long

service leave

You

are entitled to long service leave in accordance with the relevant legislation.

4.3 Paid

personal/carers leave (including sick leave)

(a) You

are entitled to paid personal/carers leave (including sick leave) in accordance with the

relevant legislation, and the policies and procedures of the Employer. Currently, that entitlement

is ten (10) days for each year of service (which accrues progressively during a year of service

according to your ordinary hours of work).

(b) If

you have not used all of your allowed personal leave and if you are absent from work on account

of personal illness or on account of injury by accident you shall be entitled to leave of

absence without deduction of pay subject to the following conditions and limitations:

(1) you

shall not be entitled to paid leave of absence for any period in respect of which you are

entitled to worker’s compensation payments;

(2) you

shall as soon as reasonably practicable and prior to the ordinary hours of the first day

or shift of such absence, telephone the Employer to advise of your inability to attend for

duty and as far as practicable state the nature of the injury or illness and the estimated

duration of the absence; and

(3) you

must prove to the satisfaction of the Employer that you were unable on account of such illness

or injury to attend for duty on the day or days for which sick leave is claimed.

you have exhausted your paid personal leave entitlements under this clause and you comply

with the relevant statutory notice requirements, you are entitled to an additional two days’

unpaid carer’s leave per occasion in the event of illness or injury of, or an unexpected

emergency affecting, an immediate family member or member of your household. The two days’

unpaid carer’s leave must be taken consecutively unless otherwise agreed between you

and the Employer.

(d) If

you need (or needed) to take personal leave (paid or unpaid) in accordance with this clause,

you must notify the Employer of the need as soon as practicable. The Employer reserves the

right to require you to submit a medical certificate or statutory declaration for any personal

leave you take (paid or unpaid) in accordance with the relevant legislation as amended from

time to time.

(e) For

the purpose of this employment contract, immediate family means your spouse (including

former, defacto and former defacto) or child, parent, grandparent, grandchild or sibling

of you or your spouse.

(f) For

the avoidance of any doubt, you are not entitled to be paid out any accrued but untaken personal/carer’s

leave on termination of your employment with the Employer.

4.4 Parental

leave and compassionate leave

The

Employer will grant parental leave and compassionate leave in accordance with the relevant legislation, and the policies and procedures

of the Employer.

4.5 Community

service leave

You

will be entitled to community service leave in accordance with the relevant legislation as amended from time to time.

4.6 Family

and domestic violence leave

You

will be entitled to paid family and domestic violence leave in accordance with the relevant legislation as amended from time to time.

4.7 Public

holidays

(a) You

are entitled to all public holidays as proclaimed without loss of pay, where the public holiday

falls on a day on which you would normally be required to work.

(b) Where

there is a need for work to be performed on a public holiday, the Company may request that

you attend work. You may only refuse the request if you have reasonable grounds for doing

so.

5. Remuneration

5.1 All

entitlements included

(a) You

acknowledge and agree that the totality of the remuneration payable under these Terms, however

described (Total Remuneration) compensates you for all work performed and includes

all payments and benefits the Employer is legally obliged to provide.

(b) You

acknowledge that your Total Remuneration is inclusive of a basic rate of pay that is at least

equal to the minimum rate under a modern award or the national minimum wage, whichever is

applicable to you, for each hour worked including but not limited to, reasonable additional

hours, entitlements to payment on breaks, overtime rates, loadings (including but not limited

to annual leave loading and shift loading), penalty rates, allowances and any other entitlement

which may be or become due to you under any relevant modern award, industrial agreement or

statute that may apply to you.

the avoidance of any doubt, the Total Remuneration is specifically set-off against, applies

to and absorbs any minimum entitlements or other benefits that you are or may become entitled

to for work performed during any and all pay periods, including but not limited to, any minimum

wages or pay rates, entitlements to payment on breaks, overtime rates, loadings (including

but not limited to annual leave loading and shift loading), penalty rates, allowances and

any other entitlement which may be or become due to you under any relevant modern award,

industrial agreement or statute that may apply to you.

(d) If

at any time you are entitled to any payment or other benefit as a consequence of the employment,

whether under any relevant modern award, industrial agreement or statute, you agree that

the payment or benefit is calculated at the applicable minimum rate of pay in the industrial

agreement, any relevant modern award or statute.

(e) You

will not be paid less than the amount that you would otherwise be entitled to receive under

any applicable modern award, industrial agreement or statute.

5.2 Expenses

You

shall be entitled to reimbursement of such expenses that are incurred by you, with the prior written consent of the Employer, in performing

your duties under these Terms. For the avoidance of any doubt, evidence of such expenses (such as original receipts) is required before

any reimbursement will be made to you.

5.3 Salary

sacrifice

Subject

to any legal requirements, you may request to salary sacrifice a portion of your pre-tax Total Remuneration including, for example, by

requesting that the Employer pays a portion of your pre-tax Remuneration into your nominated superannuation fund or applies it against

payments for a motor vehicle.

6. Ending

(Terminating) the Employment

6.1 By

the Employee

You

may terminate your employment with the Employer by giving three (3) months notice in writing to the Employer.

6.2 By

the Employer upon giving notice

(a) The

Employer may terminate your employment by giving three (3) months notice in writing or payment

in lieu of notice.

6.3 By

the Employer for proper cause

(a) The

Employer may terminate these Terms at any time without prior notice if you:

(1) commit

any serious or persistent breach of any of the provisions of these Terms;

(2) are

guilty of any serious misconduct or wilful neglect in the discharge of your duties;

(3) become

of unsound mind;

(4) are

convicted of any criminal offence other than an offence which in the reasonable opinion of

the Employer does not affect your position as employee of the Employer;

(5) breach

the alcohol and drug policy of the Employer while performing your duties; or

(6) do

anything which would justify summary dismissal at common law.

(b) Serious

misconduct for the purposes of clause 6.3(a)(2) which will result in instant dismissal includes

any of the following:

(1) physical

violence or fighting, provoked or otherwise;

(2) wilful

misuse of or damage to the property of the Employer;

(3) failure

to observe safety rules;

(4) unauthorised

possession of the property of the Employer;

(5) possession,

consumption or being under the influence of illicit drugs on or off the premises of the Employer

during working hours including meal breaks;

(6) refusal

to perform work assigned in accordance with your Job Description, unless such refusal is

lawful;

(7) serious

breaches of the policies of the Employer;

(8) wilful

disobedience;

(9) abandonment

of employment;

(10) dishonesty;

(11) sexual

harassment;

(12) criminal

conduct whether inside or outside the workplace;

(13) being

convicted with a serious criminal offence, resulting in a custodial sentence;

(14) any

conduct, which results in serious physical harm to a fellow employee, customer, Client, third

party or agent of the Employer;

(15) engaging

in deliberate conduct which has the potential, in the opinion of the Employer, to seriously

compromise in any way the safety of any employees, customers, Client, third parties or agents

of the Employer;

(16) any

wilful conduct, actions or communications which are likely to materially damage the business

or the reputation of the Employer or the reputation of any officer of the Employer including

making any such written or verbal communication or statement by a medium including radio,

television, internet, chat room, email, website or otherwise; and

(17) use

or conversion for your own benefit of any money, information or property belonging to the

Employer or any of its customers, or assist any others in such behaviour.

6.4 Stand

down

(a) The

Employer has the right to stand you down without pay for any day you cannot do your usual

work for any reason, including any strike, breakdown in machinery or circumstances outside

the Employer’s control such as pandemics or other natural disasters.

6.5 Suspension

(a) The

Employer may suspend you, with or without pay, while investigating any matter that the Employer

reasonably believes could lead to the Employer exercising its rights to terminate your employment

or taking other disciplinary action against you.

(b) During

any period of suspension, the Employer is not required to provide you with any work, and

the Employer may:

(1) restrict

your access to the Employer ‘s premises;

(2) require

you to return any property of the Employer, including any Confidential Information;

(3) restrict

your ability to access the Employer ‘s computer systems; and/or

(4) require

that you have no access or contact with the Employer’s Clients, suppliers or employees.

6.6 Documents

and other property of the Employer

(a) Upon

termination of your employment (regardless of the reason for the termination) without any

further demand, you must deliver to the Employer or any Related Entity, or its authorised

representative:

(1) all

computer discs, tapes, documents, records, notebooks, and similar repositories of Confidential

Information, in your possession or control relating in any way to any Confidential Information,

trade secrets, or the business or affairs of the Employer or any Related Entity; and

(2) any

property of the Employer or any Related Entity, to which the Employer or any Related Entity

has an entitlement to possession.

(b) You

are not entitled to retain a copy of a document referred to in clause 6.6(a).

you have in your possession information or data belonging to the Employer or any Related

Entity which is recorded on any computer, mobile phone or any medium such that it is not

capable of delivery to the Employer, or any Related Entity, you must advise the Employer

of that fact and, subject to the right of the Employer or any Related Entity to obtain a

copy of that information or data, erase that information or data so that it cannot be accessed,

retrieved or reconstructed.

(d) You

must provide to the Employer reasonable access to the devices outlined in clause 6.6(c) for

the Company to confirm that all property of the Employer and confidential information has

been removed or deleted.

6.7 Resignation

of directorships

(a) If

on the termination of your employment you are a director or other officer of the Employer

or another Related Entity you must resign as a director or officer of that Employer or Related

Entity as soon as practicable after the termination of your employment.

(b) You

irrevocably appoint the Secretary of the Employer, or any other employee nominated by the

Employer or the Related Entities, as attorney to sign any documents required to give effect

to your resignation from your position as director or officer as described in clause 6.7(a).

your employment is terminated and you resign as a director or other officer, as contemplated

in clause 6.7(a), you have no entitlement to any compensation for the loss of that office.

(d) In

the event the Company fails to process your resignation within 14 days, The Company irrevocably

appoints you as its attorney to sign any documents required to give effect to your resignation

from your position as director or officer as described in clause 6.7(a), and the appointment

of the Chief Executive Officer or Company Secretary or other such member of the Board to

replace your role as director or other officer.

6.8 Authorised

deductions

(a) If

you receive a remuneration payment in excess of the amount owing to you in any one pay period,

you authorise the Employer to make appropriate deductions from your remuneration payment

in the next pay period or agreed number of pay periods immediately following discovery of

overpayment.

(b) The

Employer may deduct from any amounts owing to you on termination of your employment:

(1) any

amounts whatsoever owing by you to the Employer from time to time;

(2) any

compensation for unreturned property of the Employer or any Related Entity; and

(3) if

you fail to give the required notice of termination under these Terms, the amount that you

would have been paid in respect of the period of notice less any period of notice actually

given by you.

acknowledge and agree that any such deductions are at your direction, are reasonable and

are principally for your benefit.

(d) You

agree to execute any such document provided by the Employer from time to time to give effect

to this clause including in respect of authorising any such deductions at termination of

your employment, or otherwise.

6.9 Non

disparagement and representations

Following

the termination of your employment for any reason, you agree not to:

(a) make

representations that you are in any way connected with the business of the Employer or any

Related Entity; and

(b) disparage

the Employer or any Related Entity and any directors, managers or employees of the Employer

or any Related Entity, in any way, whatsoever.

6.10 Gardening

leave

(a) If

at any time either party gives notice of termination pursuant to these Terms, the Employer

may, in its absolute discretion, modify your employment arrangements.

(b) Where

such modification occurs, during the notice period you:

(1) may

be required to perform duties which are different to those which you were required to perform

during your employment, provided that you have the necessary skill and competence to perform

the duties;

(2) require

you to work through all or part of your notice period;

(3) elect

to make payment in lieu of all or part of your notice period;

(4) may

be required to perform no duties at all;

(5) may

be required not to attend the premises of the Employer, unless expressly requested to do

so;

(6) may

be required not to have dealings with any customers or Clients of the Employer;

(7) agree

to be reasonably available to the Employer;

(8) will

remain an employee of the Employer.

you fail to provide the Employer with the required period of notice, the Employer may withhold

any payments due to you on termination of your employment to a maximum amount permitted by

an applicable modern award or otherwise equivalent to what you would have received had you

worked the non-completed part of the required notice period.

7. Restrictive

Covenants after Termination of Employment

7.1 Post

termination restraint and non compete

(a) You

undertake and agree that you will not at any time during the Restraint Period:

(1) directly

or indirectly approach, canvass, solicit or endeavour to entice away from the Employer or

a Related Entity (including through the use of Social Media), the business or custom of any

Restrained Client;

(2) perform

any work or provide any services performed by you in the twelve (12) months preceding the

date of termination of your employment for, or on behalf of any Restrained Client;

(3) directly

or indirectly solicit, induce or encourage any Restrained Client (including through the use

of Social Media), to terminate or to not renew any business relationship, contract or arrangement

that Person has with the Employer or a Related Entity;

(4) directly

or indirectly, induce or encourage any director or employee of, or consultant to, the Employer

or a Related Entity (including through the use of Social Media), to terminate or to not renew

any business relationship, contract or arrangement that Person has with the Employer or a

Related Entity whether or not that Person would commit a breach of that Person’s contract;

(5) without

prior written consent of the Employer directly or indirectly carry on or be engaged, concerned

with or interested whether as a shareholder, director, employee, partner, joint venture participant,

principal, agent, trustee, consultant, unitholder or otherwise involved in carrying on any

business for a Competitor, within the Restraint Area; or

(6) counsel,

procure or otherwise assist any person to do any of the acts referred to in subclauses 7.1(a)(1)-(5)

above.

(b) You

acknowledge and agree that:

(1) Each

of the covenants made by you in clause 7.1(a) constitutes a separate and independent restraint

imposed on you under these Terms.

(2) Should

any of the covenants made by you in clause 7.1(a) be, or become, unenforceable, that does

not affect the validity or enforceability of the other covenants made under clause 7.1(a).

(3) Damages

may be inadequate compensation for breach of the obligations contained in this clause and,

subject to the Court’s discretion, the Employer may restrain, by an injunction or similar

remedy, any conduct or threatened conduct which is or will be in breach of this clause.

restraints in clause 7.1(a) are reasonable and necessary to protect the Employer’s

legitimate business interests, including the preservation of its Restrained Client relationships,

the goodwill of its business and its Confidential Information.

7.2 Damages

for restraint

(a) Should

you breach the provisions of clause 7.1 with respect to competition, then you agree and irrevocably

acknowledge that the damages payable by you to the Employer:

(1) include

damages assessed in accordance with clause 7.2(b); and

(2) that

such damages represent a genuine pre-estimate of the loss which will be suffered by the Employer

as a result of, such a breach.

(b) Damages

payable by you upon breach of the provisions of clause 7.1 shall include:

(1) where

the Employer has been instructed by the Restrained Client before the breach over a period

exceeding twelve (12) months then for an amount equivalent to 75% of the net fees in accounts

or services rendered by the Employer for or in respect of that Restrained Client in the twelve

(12) months preceding the date upon which you received instructions to act for the Restrained

Client; and

(2) where

the Employer has been instructed by the Restrained Client before the breach over a period

not exceeding twelve (12) months then for an amount which in the opinion of the Employer

would have been 75% of the amount of net fees in accounts or services rendered by the Employer

for or in respect of that Restrained Client in the twelve (12) months preceding the date

upon which you received instructions to act for the Restrained Client having regard to the

Restrained Client and its/his/her business and the circumstances of the instructions.

7.3 Definitions

this clause 7:

(a) Restrained

Client means any Person:

(1) who

is or has been a Client or customer of the Employer or a Related Entity within twelve (12)

months immediately preceding the date of termination of your employment with the Employer

and with whom you have had personal contact or dealings (or with whom a person reporting

to you has had personal contact or dealings) at any time during the twelve (12) months preceding

the date of termination of your employment with the Employer;

(2) with

whom you have had discussions on behalf of the Employer or a Related Entity, whether concluded

or unconcluded, at any time during the twelve (12) months preceding the date of termination

of your employment with the Employer, with a view to that Person receiving products or services

from the Employer;

(3) who

has entered into a joint venture agreement with the Employer or a Related Entity regardless

of whether you have had personal contact or dealings with that Person at any time during

your employment with the Employer; or

(4) who

has a contractual relationship with the Employer or a Related Entity which in any way benefits

the Employer or a Related Entity.

(b) Restraint

Area means:

(1) Australia,

or if that area is decided by a court to be unenforceable then;

(2) New

South Wales, or if that area is decided by a court to be unenforceable, then,

(3) Greater

metropolitan region of Sydney.

Period means:

(1) twelve

(12) months commencing on the date of termination of your employment with the Employer, or

if that period is decided by a court to be unenforceable, then;

(2) nine

(9) months commencing on the date of termination of your employment with the Employer, or

if that period is decided by a court to be unenforceable, then;

(3) six

(6) months commencing on the date of termination of your employment with the Employer, or

if that period is decided by a court to be unenforceable, then;

(4) three

(3) months commencing on the date of termination of your employment with the Employer.

8. Ownership

of Intellectual Property

8.1 Ownership

of Intellectual Property

(a) Intellectual

Property includes Confidential Information, trade marks, patents, copyright, creations,

concepts, formulations, designs, slogans, promotions, techniques, processes, frameworks,

diagrams, thinking structures, protocols, models, know-how and other intellectual property

rights. It includes all property rights in, or relating to, any information, data, discovery,

improvement, design, invention, documentation, business method, computer programming method,

software, new or modified procedures or developments or similar and other non-physical property.

(b) The

Employer owns all Intellectual Property that you may discover, produce or conceive which

is related in any way to the Employer’s business (whether or not it can be patented,

can be subject to copyright or can be protected in any other way). This includes Intellectual

Property discovered, produced or conceived:

(1) during

employment (whether or not it is during office hours or on the Employer’s premises);

(2) after

employment has terminated, if it is based on something you worked on or became aware of while

employed by the Employer;

(3) by

using the Employer’s Confidential Information or its resources.

give up any claim to that Intellectual Property and irrevocably assign it to the Employer.

You agree to sign and execute all documents and give the Employer any assistance and information

required to assign ownership of Intellectual Property in any part of the world for the Employer’s

exclusive benefit.

(d) You

appoint the Employer as your attorney to do anything you are required to do under this clause.

(e) You

must notify the Employer in writing of any Intellectual Property covered in clause 8.1(b)

as and when developed so that the Employer can take the necessary steps to protect its rights

in that Intellectual Property.

(f) You

will return all originals and copies of information to the Employer, including design, documentation,

software and material relating to any Intellectual Property, at the Employer’s request

or when your employment ends. You must destroy any copies that you cannot return. You agree

to confirm in writing that you have complied with this provision.

(g) These

Intellectual Property provisions apply both during and after the employment relationship

ends.

8.2 Moral

Rights

(a) You

waive any Moral Rights you have to any Intellectual Property referred to in clause 8.1(a)

and (b).

(b) You

warrant that you have given this consent and undertaking genuinely and without being subjected

to any duress by the Employer or any third party, and without relying on any representations

other than those expressly set out in these Terms.

9. Privacy

(a) You

consent to the Employer collecting, using and disclosing your personal information, as defined

in the Privacy Act 1988 (Cth), for any purpose relating to your employment.

(b) You

consent to the Employer disclosing your personal information to third parties where necessary

for reasons relating to your employment or the conduct and administration of the Employer’s

business. Third parties may include the Australian Tax Office, Australian Securities and

Investments Commission, superannuation fund trustees and administrators, the Employer’s

financial and legal advisers and law enforcement bodies. A third party may also be another

company within the corporate group of which the Employer is a member.

10. Policies

(a) Policies

may be updated, varied or amended by the Employer from time to time.

(b) You

must comply with the duties and obligations imposed on you under all Policies during your

employment, including under a Policy that is updated, varied or amended.

of a breach of a Policy by you may constitute serious misconduct and may result in disciplinary

action up to and including termination of your employment.

(d) You

acknowledge that;

(1) no

Policy forms part of these Terms unless expressly agreed in writing between you and the Employer;

and

(2) this

clause is not intended to create any binding obligations on the Employer to provide you with

any benefits conferred on you under any Policy.

(e) In

the event of any inconsistency between these Terms and a Policy, these Terms will prevail

to the extent of the inconsistency.

11. Social

Media

(a) During

your participation in Social Media activity in your personal time you must not make reference

to your employment or association with the Employer or make comments or include content about

the Employer. You will be held responsible for your conduct online if in the opinion of the

Employer your conduct online harms the reputation or interests of the Employer or has the

potential to harm the reputation or interests of the Employer.

(b) You

authorise, acknowledge, consent and agree:

(1) to

assign (and agree to assign) to the Employer from time to time throughout your employment,

ownership of any Social Media account (including LinkedIn and Facebook) registered in your

name created for the benefit of the Employer and operated by you, which involves the use

of the Employer’s information technology resources (including computers, networks or

smart phones);

(2) to

submit to, and cooperate with, any audit conducted by the Employer of any Social Media accounts

operated by you (such as LinkedIn and Facebook), either registered in the Employer’s

name and/or your name but only for the Employers benefit, including by delivering to the

Employer or its authorised representative, without any further demand, any and all usernames

and passwords associated with any such Social Media account, where the Employer has reasonable

grounds for suspecting that any applicable law, policy of the Employer or these Terms, is

being, or has been, breached (Audit);

(3) deliver

to the Employer or its authorised representative, without any further demand, any and all

usernames and passwords associated with any Social Media accounts operated by you on behalf

of the Employer (such as LinkedIn and Facebook), and registered in the Employer’s name

and/or your name for the Employers Benefit, (where it involves the use of the Employer’s

information technology resources (including computers, networks or smart phones)), upon termination

of your employment (regardless of the reason of the termination), for the purpose of conducting

an Audit;

(4) that

the post-termination and non-compete obligations set out in clause 7 apply equally to any

conduct or threatened conduct by you on Social Media, including contact through Social Media.

12. Survival

For

the avoidance of doubt, any clause which by its nature is intended to survive termination of your employment survives termination of

your employment and these Terms, including clause 3, 5, 6, 7, 8, and 11.

13. Applicable

Law

The

Employer is required to observe certain minimum employment entitlements, including those arising under any modern award (if applicable).

However, even though reference is made to certain award-related and legislative entitlements throughout the Terms and the Letter of Offer,

no modern award, nor any other applicable industrial instrument or legislation (if applicable), are incorporated into these Terms.

14. Complying

with Terms, Rules, Regulations and Legal Requirements

(a) These

Terms will apply to your employment with the Employer whether you sign these Terms or not.

(b) The

Employer reserves the right to update these Terms from time to time and subject to your acceptance,

the updated Terms will apply to your employment with the Employer. You should ensure that

you regularly read and understand the current version of the Terms. Contact your manager

to gain access to the Terms.

must abide by all rules, regulations and legal requirements of the Employer. To safeguard

against breaching this requirement, you should read and review the relevant policy and procedures

manual and operating guidelines regularly, and if still in doubt you should seek the advice

of your manager.

15. General

(a) These

Terms constitutes the entire agreement between the parties about its subject matter and supersedes

all previous communications, representations, understandings or agreements between the parties

on the subject matter.

(b) These

Terms are governed by the law in force in New South Wales.

party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts

of New South Wales and courts of appeal from them. Each party waives any right it has to

object to an action being brought in those courts, to claim that the action has been brought

in an inconvenient forum or to claim that those courts do not have jurisdiction.

(d) A

party may exercise a right, power or remedy at its discretion and separately or concurrently

with another right, power or remedy. A single or partial exercise of a right, power or remedy

by a party does not prevent a further exercise of that or of any other right, power or remedy.

Failure by a party to exercise or delay in exercising a right, power or remedy does not prevent

its exercise. Further, a waiver of a right under these Terms does not prevent the exercise

of any other right.

(e) If

a court decides that part of these Terms is invalid or unenforceable, that part of the Terms

will be modified (if possible) so that it is enforceable. If that part cannot be modified,

it will be severed and the rest of the Terms will continue to operate.

(f) The

Parent Company unconditionally and irrevocably guarantees the due and punctual:

(1) performance

and observance by the Employer of all Guaranteed Obligations; and

(2) payment

by the Employer of any money.

(g) If

a breach occurs and is subsisting, the Parent Company will on demand made on it by the Employee:

(1) duly

and punctually perform the Guaranteed Obligations; and

(2) duly

and punctually pay to the Employee any money.

(h) The

Employee is not required to:

(1) take

any steps to enforce its rights under these Terms; or

(2) incur

any expense or make any payment,

(3) before

enforcing its rights against the Parent Company under these Terms.

(i) If

you are a new employee, you acknowledge receipt from the Employer of a Fair Work Information

Statement. However, the Fair Work Information Statement does not form part of these Terms.

16. Definitions

Unless

the context otherwise requires:

(a) Client

means any Person, contractor, firm, unit trust or company or other organisation which

at any time during the continuance of your employment was a client, referrer of clients,

supplier or customer of the Employer or a Related Entity.

(b) Competitor

means any business which sells, markets, supplies or otherwise promotes goods or services

the same as or substantially similar to those sold, marketed, supplied or otherwise promoted

by the Employer or a Related Entity, either now or in the future.

Information includes all information of the Employer which has been specifically designated

as confidential by the Employer, any patents (actual or pending), all trade secrets, formulas,

designs and the like relating to the business affairs of the Employer, or any of its related

entities, or any of their customers or clients or suppliers, or any person whose confidential

information you access or obtain as a result of your employment. Without limitation, this

includes any information concerning confidential know-how, clients lists, customer lists,

supplier lists, information about tenders and proposals, information about products and services

in development, business plans, sales plans, marketing plans, administration files, accounts,

prospects, research, management, financing, products, inventions, designs, suppliers, clients,

customers, management information systems, computer systems, processes and any data base,

data surveys, specifications, drawings, records, reports, software or other documents, material

or other information whether in writing or otherwise of or concerning the Employer, or any

of its related entities, or any of their clients, customers or suppliers to which you have

had access. This also includes any confidential information which you obtain for or from

any third party under the terms of any confidentiality agreement, and any other information

which relates to the commercial and financial activities of the Employer, the unauthorised

disclosure of administration matters which would embarrass, harm or prejudice the Employer

but does not extend to information already in the public domain unless such information arrived

there by unauthorised means.

(d) Employer

means SharonAI Pty Ltd (ACN 645 215 194).

(e) Guaranteed

Obligations means every obligation on the part of the Employer (whether alone or not)

which at any time arises under or in connection with these Terms including the payment or

reimbursement of any costs, expenses, liabilities, losses or damages.

(f) Job

Description means any document or description given by the Employer which details without

limitation the work or collection of duties and tasks that may comprise the day-to-day functions

of your role and may be varied by the Employer from time to time in its absolute discretion.

(g) Letter

of Offer means the letter from the Employer to you dated 14/10/24 attached to the Terms.

(h) Moral

Rights has the meaning given to it in the Copyright Right Act 1968 (Cth) as amended

from time to time.

(i) Parent

Company means SharonAI Inc or any subsequent parent company

(j) Person

means any person, firm, unit trust, partnership, company or other organisation.

(k) Policy

means any policy, employee handbook, practice or guideline of the Employer, whether extracted

in these Terms or not, and as varied or amended from time to time by the Employer.

(l) Related

Body Corporate means any body corporate which is deemed to be related to the Employer

by virtue of section 9 of the Corporations Act 2001 (Cth).

(m) Related

Entities means any entity connected with the Employer by an interest in a common economic

enterprise, including the Parent Company, a Related Body Corporate of the Employer and Related

Entity means any one of them;

(n) Social

Media means internet-based sites and services, including but not limited to, blogging

and micro blogging websites such as Twitter; social networking sites such as Facebook and

Instagram; professional networking sites such as LinkedIn; video and photo sharing websites

such as YouTube, Instagram and Flickr; forums and discussion boards such as Google Groups

and any other internet-based sites and services that would reasonably fall within the common

understanding of the umbrella term “Social Media”, including as they develop

in the future.

(o) Terms

means the contract of employment constituted by these terms and conditions of employment

and the Letter of Offer, as amended or updated from time to time.

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

This deed is made on 22 July

2026

between

SharonAI

Holdings Inc. of 745 Fifth Avenue, Suite 500, New York, NY 10151 (Parent Company)

and

SharonAI

Pty Ltd ACN 645 215 194 of Level 1, 32 Walker Street, North Sydney NSW 2006 (the Employer)

and

Tim

Broadfoot (Employee) (Parties)

Date

July 2026

Recitals

A The

Employee has been employed by the Employer since on or about 1 July 2024, most recently in

the position of Chief Financial Officer (Position) (Employment).

B The

Employment was governed by an employment contract dated 30 March 2024, which was superseded

by a new employment contract dated 30 April 2026 (Employment Contract). The Parent

Company is a party to the Employment Contract and guarantees particular obligations of the

Employer under the Employment Contract.

C Pursuant

to the Employment Contract and in connection with the Employment, the Employee was eligible

to participate in equity incentive programs operated by the Parent Company, including:

(i) the

SharonAI Inc. 2024 Omnibus Equity Incentive Plan (2024 Plan); and

(ii) the

SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan (2025 Plan),

(together,

the Equity Plans).

D Under

the Equity Plans, the Parent Company granted the Employee Restricted Stock Units (RSUs)

pursuant to the following grant notices and RSU award agreements:

(i) RSU

Grant Notice dated 23 October 2024, granted under the 2024 Plan, for 10,750 RSUs;

(ii) RSU

Grant Notice dated 6 February 2026, granted under the 2025 Plan, for 31,923 RSUs;

(iii) RSU

Grant Notice dated 6 February 2026, granted under the 2025 Plan, for 97,839 RSUs;

(iv) RSU

Grant Notice dated 14 April 2026, granted under the 2025 Plan, for 17,744 RSUs; and

(v) RSU

Grant Notice dated 14 April 2026, granted under the 2025 Plan, for 14,666 RSUs;

(together, the

Grant Notices, and the RSUs awarded under each Grant Notice together being the RSU

Awards). Each Grant Notice was accompanied by a Restricted Stock Unit Award Agreement (together, the RSU Agreements).

E On

11 November 2024, the Employee and the Parent Company entered into an Indemnification Agreement

(Indemnification Agreement), pursuant to which the Parent Company agreed to indemnify

the Employee in connection with his service as an officer and director of the Parent Company

and its affiliates. The Parties agree that the Indemnification Agreement continues in full

force and effect and is not superseded, limited or released by this deed.

F The

Employee has resigned and the Employment will terminate by way of resignation on 31 August

2026 (Termination Date) (Termination of the Employment).

-1-

G Without

admission of liability, the Parties have agreed to resolve all matters relating to the Employment,

the Position, the Employment Contract, the Equity Plans, the Grant Notices, the RSU Agreements,

the Retained RSUs (as defined below) and the Termination of the Employment on the terms of

this deed.

1 The

Parent Company, the Employer and Employee agree as follows: Within seven days of the Termination

Date, the Employer or the Parent Company (as applicable) must pay the employee, as at the

Termination Date:

(a) accrued

wages and superannuation contributions owing to the Employee, calculated through to and including

the Termination Date;

(b) $405,166

AUD as a short term incentive payment; and

payment

of any accrued but unused annual leave entitlements as at the Termination Date, less any amount which must be withheld for taxation purposes.

2 The

Parties acknowledge and agree that, as at the Termination Date, the Employee’s sole

entitlement in respect of RSUs under the 2025 Plan is to 93,194 unvested Restricted Stock

Units in aggregate (Retained RSUs). The Retained RSUs will, notwithstanding the termination

of the Employment, remain on foot and continue to vest (e.g.,, will continue to be subject

to the performance vesting requirements) and be settled in accordance with the terms set

out in Schedule 1, as if the Employment had not terminated (for avoidance of doubt, solely

for purposes of requirements that Retained RSUs be settled within a specified number of days

after they become vested, the Retained RSUs which are only subject to time vesting will be

deemed unvested until their scheduled vesting date and will be settled based on the scheduled

vesting days if Employee complies with his obligations outlined in this clause 2), and any

equivalent forfeiture provision will not apply to the termination of the Employment in respect

of the Retained RSUs, provided that the Employee continues to comply with the restrictive

covenants set out in clause 7 of the Employment Contract (Restrictive Covenants).

In the event of any inconsistency between Schedule 1 and a Grant Notice, RSU Agreement or

the 2025 Plan, Schedule 1 will prevail to the extent of the inconsistency. All RSUs granted

to the Employee other than the Retained RSUs are forfeited with effect from the Termination

Date, and the Employee has no entitlement to, and releases each of the Beneficiaries (as

defined below) from any claim in respect of, any RSUs, options or other awards under the

2025 Plan or otherwise, except for the Retained RSUs.

3 The

Employee releases:

(a) the

Employer and the Parent Company;

(b) each

Associated Entity (as defined in section 50AAA of the Corporations Act 2001 (Cth))

of the Employer and the Parent Company (Group Member);

of the Employer’s and Parent Company’s current and former directors, officers,

shareholders, employees, contractors and agents, and

(d) each

Group Member’s current and former directors, officers, shareholders, employees, contractors

and agents,

(Beneficiaries)

from

all or any actions, suits, claims, demands, legal proceedings, causes of action, complaints or associated costs (whether current or future)

which he has, or but for this deed may have had, in relation to or arising from the Employment, the Position, the Employment Contract,

the Equity Plans, the Grant Notices, the RSU Agreements, and the Termination of the Employment (Employee Claims). This release does not

extend to Employee Claims under relevant workers compensation and superannuation legislation, any rights and entitlements under the Indemnification

Agreement, including any other indemnification or insurance policy maintained by the Parent Company or the Employer that may apply to

Employee, the Retained RSUs and any rights to enforce the terms of this deed. Any of the Beneficiaries may plead this deed as an absolute

bar to any Employee Claims or anyone claiming through the Employee.

-2-

4 Without

limiting clause 3, the Employee acknowledges and agrees that he would not be entitled to

certain of the payments and other benefits made to him and referred to in this deed but for

him entering this deed, and that the payments and other benefits made to him and referred

to in this deed satisfy all contractual, industrial, statutory or other entitlements which

he has in relation to or arising from the Employment, the Position, the Employment Contract,

the Equity Plans, the Grant Notices, the RSU Agreements, the Retained RSUs and the Termination

of the Employment, including any entitlements in respect of wages, loadings, allowances,

bonuses, commissions, penalty rates, overtime, annual holidays, long service leave, notice

entitlements, payment in lieu of notice, profit-sharing stock options, short term incentives,

long term incentives and all reasonable work-related expenses, except that this clause does

not affect or limit any entitlement or right of the Employee under the Indemnification Agreement

or any other indemnification or insurance policy maintained by the Parent Company or the

Employer that may apply to Employee.

5 The

Employer and the Parent Company, jointly and severally, release and indemnify the Employee

and agree to keep the Employee indemnified, from all or any actions, suits, claims, demands,

legal proceedings, causes of action, complaints or associated costs (whether current or future)

which it has, or but for this deed may have had, in relation to or arising from the Employment,

the Position, the Employment Contract, the Equity Plans, the Grant Notices, the RSU Agreements,

the Retained RSUs and the Termination of the Employment (Released Claims), provided

that this release and indemnity does not extend to, and the Employer and the Parent Company

expressly reserve, any claims arising from or in connection with: (i) any breach by the Employee

of the Restrictive Covenants or any similar obligations or covenants; (ii) any breach by

the Employee of any obligation relating to trade secrets, confidential information or intellectual

property under the Employment Contract or at law; or (iii) any fraud or criminal conduct

by the Employee in connection with the performance of Employee’s job duties during

the term of Employment. To the fullest extent permitted by law, effective as of the Effective

Date, (a) each of the Employer and Parent Company covenants and agrees that it shall not

(and shall cause its past, present, and future parents, subsidiaries, affiliates, managers,

members, officers, directors, stockholders, partners, equityholders, employees, agents, representatives,

insurers, successors, and assigns not to) commence, encourage, solicit, assist, or maintain

any action, suit, claim, arbitration, or proceeding against Employee with respect to any

Employee Claims released under this deed. The Employee may plead this deed as an absolute

bar to any Released Claims made by the Employer or the Parent Company or anyone claiming

through the Employer or the Parent Company.

6 The

Employee must:

(a) do

anything, including execute any document, reasonably required for the purpose of or to give

effect to this deed; and

(b) provide

any assistance which a Beneficiary reasonably requires in relation to any threatened or actual

legal proceedings directly relating to the Employment or the Employee’s role as Chief

Financial Officer, provided that:

(i) the

Beneficiary gives the Employee reasonable advance written notice of any required assistance;

(ii) the

Beneficiary reimburses the Employee for all reasonable out-of-pocket costs and expenses incurred

by the Employee in providing such assistance, including reasonable legal costs where the

Employee reasonably determines it necessary to obtain separate legal advice, when such costs

have been pre-approved, which approval will not be unreasonable withheld;

(iii) the

request does not materially interfere with the Employee’s other professional or personal

commitments; and

(iv) the

Employee is not required to provide assistance that would require him to act contrary to

his own legal interests or privilege.

-3-

7 The

Employee must not make any statement, publicly or otherwise, to disparage or criticise any

of the Beneficiaries or speak or write about any of them in a manner which is likely to injure

their commercial, professional or personal reputation. This clause does not prevent the Employee

from making any statement that is truthful, accurate, and not made with intent to injure

the commercial reputation of any Beneficiary or from testifying in any legislative, administrative

or judicial proceeding about criminal conduct, discrimination, harassment, or sexual harassment

when compelled or requested by lawful process.

8 The

Employer and the Parent Company must not, and must ensure that their respective directors,

officers and senior employees do not, make any statement, publicly or privately, to disparage

or criticise the Employee or speak or write about him in a manner which is likely to injure

his commercial, professional or personal reputation. The Employer and Parent Company are

liable for any breach of this obligation by their respective directors, officers and senior

employees. For the avoidance of doubt, this obligation applies to statements made in any

public filing, press release, investor communication, or social media communication made

by or on behalf of the Employer or Parent Company.

9 The

Parties must keep confidential and not disclose the terms of this deed, or the negotiations

leading up to this deed to any other person, whether directly or indirectly, except:

(a) to

obtain professional legal or accounting advice (and then only if the recipient of the information

has undertaken to keep it confidential);

(b) if

required by law, or in relation to any request or investigation by any law enforcement, regulatory

or statutory agency;

required by any stock exchange on which securities of the Parent Company or any Group Member

are listed, or by any securities regulator;

(d) by

current report on Form 8-K;

(e) for

the purpose of enforcing the deed in any court or tribunal;

(f) with

the other Parties’ prior written consent; or

(g) to

the Employee’s immediate family members (including spouse, domestic partner, or adult

children), provided that the Employee shall ensure that any such family member is made aware

of the confidentiality obligations in this clause and agrees to keep the information confidential.

10 Subject

to clause 2, the Employee acknowledges and agrees that the Employee will continue to be bound

by the continuing obligations and restrictions contained in the Employment Contract.

11 The

Employee acknowledges that:

(a) he

will by no later than the Termination Date return to the Employer all property of the Employer

in his possession or control, subject to any separate agreement with the Employer or the

Parent Company;

(b) he

has not improperly copied, used or disclosed to any person any confidential information of

the Employer, and will not do so at any time;

has not commenced proceedings in relation to the Employment or the Termination of the Employment

against any of the Beneficiaries;

(d) no

promise, representation or inducement has been made to him to enter into this deed, other

than as set out in this deed;

(e) he

has had reasonable opportunity to receive independent legal advice about the terms and effect

of this deed; and

-4-

(f) the

Employee enters into this deed in all the circumstances, which are not unfair, unconscionable

or against public interest.

12 Subject

to clause 10, this deed constitutes the entire agreement between the Parties about its subject

matter and replaces any prior understanding or agreement between the Parties relating to

the subject matter of this deed, provided that this clause does not supersede or affect:

(a) the

Indemnification Agreement, which continues in full force and effect, and any other indemnification

or insurance policy maintained by the Parent Company or the Employer that may apply to Employee;

(b) any

equity award agreement, grant notice, or plan document relating to the Retained RSUs, except

to the extent Schedule 1 expressly prevails in the event of inconsistency.

13 The

validity, construction and performance of this deed will be governed by the laws of the State

of New South Wales, and each Party irrevocably and unconditionally submits to the non-exclusive

jurisdiction of the Courts of New South Wales, Australia.

14 If

any part of this deed is found to be void or unenforceable, that part of the deed will be

read down or severed to the extent necessary and the rest of the deed will have full force

and effect.

15 This

deed may be executed in any number of counterparts, and this has the same effect as if the

signatures on the counterparts were on a single copy of this deed. Without limiting the foregoing,

if the signatures on behalf of one party are on different counterparts, this shall be taken

to be, and have the same effect as, signatures on the same counterpart and on a single copy

of this deed.

16 The

failure of a Party to enforce a provision of this deed does not affect that Party’s

rights subsequently to enforce that provision or to avail itself of any remedy it may have

for any breach of that provision.

17 This

deed may not be amended, modified or varied in any respect except by a written instrument

signed by all of the Parties to this deed.

18 The

Parties agree that their communication of an offer or acceptance of this deed, including

exchanging counterparts, may be effected by any electronic method that evidences that Party’s

execution of this deed, including by electronic signature (including by signing on an electronic

device or by digital signature using a recognised electronic signature platform).

-5-

Schedule

1 Terms of Retained RSUs

Number

of RSUs

Vesting

Condition and Details

2,483

Granted

in February 2026 under the 2025 Plan with a KPI achievement metric of achieving an ASX Listing in addition to a NASDAQ Listing at

which time the RSU’s vest immediately

2,483

Granted

in February 2026 under the 2025 Plan with a KPI achievement metric of securing 90% of the debt required under the February 2026 Budget

prior to 31 December 2026, at which time the RSU’s vest immediately.

7,333

Granted

in April 2026 under the 2025 Plan with a KPI achievement metric of achieving an ASX listing at which time the RSU’s vest immediately

19,542

Granted

in November 2024 under the 2024 Plan with a KPI achievement metric of achieving a Major Exchange or Sale event for SharonAI Inc,

followed by a 12 month post achievement time based vesting with vesting completing on 31 January 2027.

14,657

Granted

in November 2024 under the 2024 Plan with a KPI achievement metric of achieving a Company valuation of at least $100m, followed by

a 12 month post achievement time based vesting with vesting completing on 31 January 2027.

9,771

Granted

in November 2024 under the 2024 Plan with a KPI achievement metric of achieving a Company acquisition of at least 800 GPU’s,

followed by a 12 month post achievement time based vesting with vesting completing on 31 March 2027.

19,542

Granted

in November 2024 under the 2024 Plan with a KPI achievement metric of achieving a Company revenue of $15m, followed by a 12 month

post achievement time based vesting with vesting completing on 31 December 2026.

17,383

Granted

in February 2026 under the 2025 Plan with a KPI achievement metric of if on 31 December 2026 a total shareholder return based on

share price of 25% is achieved between January 1, 2026 and December 31, 2026

93,194

-6-

Executed

as a deed

Signed

for and on behalf of SharonAI Holdings, Inc. by its duly appointed agent who by his/her execution warrants his/her authority

to execute this instrument in the presence of:

SharonAI, Inc. by its Agent

/s/

James Manning

Agent

/s/

Tim Flahvin

/s/

James Manning

Witness

name

/s/

Tim Flahvin

Ceo

Full

name

Position

Signed

for and on behalf of SharonAI Pty Ltd ACN 645 215 194 by its duly appointed agent who by his/her execution warrants his/her

authority to execute this instrument in the presence of:

SharonAI Pty Ltd by its Agent

/s/

James Manning

Agent

signature

/s/

Tim Flahvin

James

Manning

Witness

signature

Agent

full name

/s/

Tim Flahvin

Ceo

Witness

full name

Agent

position

Signed

and sealed by

Tim

Broadfoot

/s/

Tim Broadfoot

the presence of:

Tim

Broadfoot signature

/s/

Tim Flahvin

Witness

signature

/s/

Tim Flahvin

Witness

full name

22/07/2026

Date

-7-

EX-10.3

Filename: ex10-3.htm · Sequence: 4

Exhibit

10.3

Independent

contractor agreement - corporate

Date of the agreement

is the date specified in item 1 of the schedule

Parties

The

party described in item 2 of the schedule (Company)

The

party described in item 3 of the schedule (Parent Company)

The party described in item 4 of the schedule (Contractor)

Recitals

A The

Company agrees to appoint the Contractor to provide the Services and the Contractor agrees

to the appointment on the terms and conditions set out in this agreement.

B The

Contractor will engage the Key Person to assist the Contractor to provide the Services.

C The

Parent Company is a party to this agreement for the purpose of guaranteeing the performance

of the Company’s obligations under this agreement.

The

parties agree

1 Definitions

and interpretation

1.1 Definitions

this agreement:

Claim

includes a claim, action, proceeding, judgment, damage, loss, cost, expense or liability, however arising and whether present, unascertained,

immediate, future or contingent.

Commencement

Date means the date specified in item 6 of the schedule.

Company

means the entity described in item 2 of the schedule.

Company

Representative means the person named in item 14 of the schedule or as otherwise advised by the Company from time to time.

Confidential

Information means:

(a) any

information whether or not in a material form that directly or indirectly relates to the

business and/or products of the Company, the Group and/or their clients, customers and suppliers

including information relating to any patents (actual or pending), trade secrets, formulas,

designs, accounts, marketing plans, sales plans, models, prospects, research, management

information systems, computer systems, processes and any data base, data surveys, clients,

customers, suppliers, client lists, customer lists, specifications, drawings, records, reports, software

or other documents, whether in writing or otherwise concerning the Company or the Group or any of their clients, customers or suppliers;

(b) any

other information or know how whether or not in a material form that relates to the business

of the Company or the Group which the Contractor or any of its employees or personnel, including

the Key Person, become aware of either before or after the date of this agreement, or generate

in the course of, or in connection with, the carrying out of the Contractor’s obligations

under this agreement; and

information relating to the Company or the Group which is not in the public domain.

Contractor

means the entity described in item 4 of the schedule.

Fees

means the fees specified in item 7 of the schedule.

Group

means:

(a) the

Company;

(b) the

Parent Company;

Bodies Corporate of the Company;

(d) any

entity that controls, is controlled by or is under common control with the Company; and

(e) any

other entity that is connected with the Company, or any other member of the Group, by a common

directorship or by a common interest in an economic enterprise for example, a partner of

another member of a joint venture.

Group

Company means the Company and each Company which forms part of the Group.

GST

has the meaning given to it by the GST Act.

GST

Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Guaranteed

Obligations means every obligation on the part of the Company (whether alone or not) which at any time arises under or in connection

with this agreement including the payment or reimbursement of any costs, expenses, liabilities, losses or damages, but excluding any

claim for entitlements contemplated in clause 20.3 and superannuation.

Intellectual

Property Rights means:

(a) any

patent, registered and common law trade mark, trade name, business name, company name, domain

name, copyright, registered or other design right, circuit layout right and any corresponding

property right, together with any right to apply for the grant or registration of the same;

and

(b) any

right in respect of an idea, invention, discovery, trade secret, improvement, technical information,

specification, know how, data, algorithm, formula or Confidential Information.

Insolvency

Event means, in relation to a body corporate, a liquidation or winding up, the appointment of a controller, administrator,

receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or the entering into a scheme

or arrangement with creditors or, in relation to an individual, becoming bankrupt or entering into a scheme or arrangement with

creditors, or in relation to a body corporate or an individual, the occurrence of any event that has a substantially similar effect

to any of the above events.

Moral

Rights means moral rights as defined in section 189 of Part IX of the Copyright Act 1968 (Cth) (namely the right of attribution

of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship).

Invoice

Period means the period specified at item 8 of the schedule. Key Person means the individual described in item 5 of the schedule.

Payment Period means the period specified at item 9 of the schedule.

Bodies Corporate has the meaning given in the Corporations Act 2001 (Cth).

Restricted

Period means:

(a) 12

months or,

(b) 9

months or,

(d) 3

months.

Services

means the services specified in item 12 of the schedule and any other services as reasonably requested from time to time by the Company.

Superannuation

Law means Superannuation Guarantee Charge Act 1992 (Cth) and the Superannuation Guarantee (Administration) Act 1992 (Cth)

and/or any other acts, regulations or ordinances that govern the payment of superannuation contributions.

Tax

Administration Act means the Taxation Administration Act 1953 (Cth) as amended.

Term

means the term as specified in clause 3.

Works

means any work product, including any concepts, ideas, designs, models, artwork, engravings, images, computer programs, data, information,

processes, techniques, inventions, research results, documents or materials or parts, adaptations or drafts, in any form, resulting directly

or indirectly from the Contractor providing the Services to the Company.

1.2 Interpretation

this agreement, headings are inserted for convenience only and do not affect the interpretation of this agreement, and unless the context

otherwise requires:

(a) words

importing the singular include the plural and vice versa;

(b) words

importing a gender include the other genders;

words or phrases are defined, their other grammatical forms have a corresponding meaning;

(d) a

reference to:

(i) a

person includes an individual, a partnership, a body corporate, a joint venture, an association

(whether incorporated or not), a government and a government authority or agency;

(ii) a

party includes the party’s executors, legal personal representatives, successors, transferees

and assigns;

(iii) a

part, clause, schedule or party is a reference to a part, clause or schedule of, or a party

to, this agreement;

(iv) a

right includes a benefit, remedy, discretion, authority or power;

(v) an

obligation includes a warranty or representation and a reference to a failure to observe

or perform an obligation includes a breach of a warranty or representation;

(vi) this

agreement includes the recitals and any schedules, annexures, exhibits or attachments to

this agreement;

(vii) ‘$’

or dollars means Australian dollars and a reference to payment means payment in Australian

dollars;

(viii) writing

includes any mode of representing or reproducing words in tangible and permanently visible

form and includes facsimile transmissions;

(ix) legislation

includes any statutory modification or replacement and any subordinate or delegated legislation

issued under that legislation; and

(x) a

law includes any statute, regulation, by law, scheme, determination, ordinance, rule or other

statutory provision (whether Commonwealth, State or municipal);

(e) a

reference to an insolvency event includes:

(i) in

the case of an individual:

(A) the

committing of an act of bankruptcy in respect of the individual within the meaning of section

40 of the Bankruptcy Act 1966 (Cth);

(B) the

signing of an authority by the individual under Part X of the Bankruptcy Act 1966

(Cth); or

making of a sequestration order in respect of the estate of the individual within the meaning

of the Bankruptcy Act 1966 (Cth); or

(ii) in

the case of a corporation:

(A) the

appointment of a controller to the property of the corporation;

(B) the

appointment of an administrator in respect of the corporation;

corporation failing to comply with a statutory demand within the period for compliance;

(D) the

making of a winding up order by a court in respect of the corporation;

(E) the

passing of a resolution for winding up under Part 5.5 of the Corporations Act 2001

(Cth); or

(F) in

respect of a Part 5.7 body, the commencement of a winding up under Part 5.7 of the Corporations

Act 2001 (Cth) in respect of that body;

(f) the

meaning of general words is not limited by specific examples introduced by ‘including’

or ‘for example’, or similar expressions; and

(g) no

provision of this agreement will be interpreted against a party just because that party prepared

that provision.

1.3 Representatives

of Contractor

Despite

anything else contained in this agreement where an obligation is imposed on the Contractor by or under this agreement to do, or not to

do, any act or thing, the Contractor must ensure and procure the compliance with that obligation of the Key Person and any other of the

Contractor’s employees and personnel who assist the Contractor in the provision of the Services to the Company; and

(a) the

Contractor must procure the execution by the Key Person and any other of the Contractor’s

employees and personnel who assist in the provision of the Services to the Company, of a

deed in the form set out in Annexure A.

2 Appointment

of Contractor

The

Company appoints and the Contractor accepts the appointment of the Contractor to provide the Services with assistance from the Key Person

in accordance with the terms and conditions of this agreement.

3 Term

This

agreement commences on the Commencement Date and will operate for the period specified in item 15 of the schedule unless terminated in

accordance with clause 13.

4 Fees

(a) In

consideration of the provision of the Services, the Company must pay the Contractor the Fees.

(b) The

Company is only liable to pay the Fees to the Contractor for Services actually provided by

or prepared to be provided by the Contractor under this agreement.

Fees are payable by the Company in the Payment Period on receipt of an invoice from the Contractor,

to be forwarded at the end of each Invoice Period.

5 Expenses

The

Contractor will be responsible for any expenses incurred by the Contractor or the Key Person in providing the Services to the Company,

unless the Contractor or the Key Person, as the case may be, obtains approval from the Company prior to incurring a particular expense,

and subject to the provision to the Company of a tax receipt for that expense.

The

Company may approve or refuse approval in its absolute discretion.

6 Appointment

of the Key Person

(a) The

Contractor agrees to provide the Key Person to assist the Contractor to provide the Services.

(b) The

Contractor acknowledges that the Key Person is suitably qualified to assist the Contractor

to provide the Services in a safe, thorough, workmanlike and competent manner and with all

reasonable expedition and at a rate of progress satisfactory to the Company.

Contractor agrees to obtain the written consent of the Company prior to providing any personnel

other than the Key Person to assist the Contractor with providing the Services.

(d) The

Contractor must pay all costs relating to its employees and personnel, including the Key

Person and any other person who assists the Contractor in the provision of the Services to

the Company, including salaries, wages, bonuses, allowances, workers’ compensation

premiums if applicable, superannuation guarantee contributions, fringe benefits, payments

in respect of leave entitlements and any taxes in relation to them.

7 Obligations

of Contractor

7.1 Duties

The

Contractor must:

(a) provide

the Services, with assistance from the Key Person, in accordance with the terms of this agreement;

(b) act

efficiently, honestly and fairly at all times in relation to the Contractor’s provision

of the Services under this agreement;

and diligently perform its obligations under this agreement;

(d) provide

the Services at the location specified in item 13 of the schedule or any other location as

reasonably required by the Company from time to time;

(e) provide

any and all equipment necessary for the Contractor and/or the Key Person to provide the Services;

(f) follow

and comply with any lawful and reasonable directions provided by the Company Representative

from time to time relating to the provision of the Services;

(g) not

act in any manner so as to bring the character or reputation of the Company, the Group or

any of their officers or employees into disrepute;

(h) notify

the Company immediately of any difficulties encountered in relation to the Contractor’s

provision of the Services;

(i) not

bind the Company in contract without the prior written approval of the Company Representative;

(j) comply

with all state and federal equal opportunity, affirmative action and anti-discrimination

legislation;

(k) comply

with all of the Company’s internal policies to the extent applicable to contractors,

including its policies relating to discrimination and harassment and email and internet use,

however these policies do not form part of this agreement; and

(l) notify

the Company as soon as possible if the Key Person or any of the Contractor’s employees

or personnel who assist the Contractor in the provision of the Services to the Company are

unable to provide that assistance due to poor health or for any other reason.

7.2 Business

records

The

Contractor must maintain proper business records with respect to the Key Person assisting the Contractor to provide the Services under

this agreement and permit the Company to inspect such records during office hours on the Company giving reasonable written notice to

the Contractor.

8 Obligations

of the Company

(a) The

Company must provide all reasonable assistance to the Contractor and the Key Person to carry

out the obligations of the Contractor under this agreement.

(b) Subject

to clause 8(c), where the Company requests or requires the Contractor to provide the Key

Person to act as a director of the Company, the Company must indemnify, and the Parent Company

must also indemnify, the Key Person acting as director or officer of the Company, or of a

related body corporate of the Company against:

(i) every

liability incurred by the person in that capacity; and

(ii) all

legal costs incurred in defending or resisting (or otherwise in connection with) proceedings,

whether civil or criminal or of an administrative or investigatory nature, in which the person

becomes involved because of that capacity,

8(b) does not apply to the extent that:

(i) the

Company or Parent Company is forbidden by the Corporations Act or other statute to indemnify

the person against the liability or legal costs; or

(ii) an

indemnity by the Company or Parent Company of the person against the liability or legal costs

would, if given, be made void by the Corporations Act or other statute.

9 Guarantee

(a) The

Parent Company unconditionally and irrevocably guarantees the due and punctual:

(i) performance

and observance by the Company of all Guaranteed Obligations; and

(ii) payment

by the Company of any money or any other award obligation(s) under an equity incentive or

renumeration program but not any claim for entitlements contemplated in clause 20.3 and superannuation.

(b) If

the Company defaults on any Guaranteed Obligations or payments outlined in clause 9(a)and

that default is not remedied within 30 days, the Parent Company will on demand made on it

by the Contractor:

(i) duly

and punctually perform the Guaranteed Obligations; and

(ii) duly

and punctually pay to the Contractor any money.

Contractor is not required to:

(i) take

any steps to enforce its rights under this agreement; or

(ii) incur

any expense or make any payment,

before

enforcing its rights against the Parent Company under this agreement.

10 Warranties

and Indemnities

10.1 Warranties

The

Contractor warrants to the Company on the date of this agreement and on each day during the Term, that:

(a) the

Contractor will carry out the Services in a proper manner in compliance with all laws;

(b) if

required by law, the Contractor maintains any insurance required under relevant legislation;

Contractor will not infringe any third party’s intellectual property rights;

(d) the

Contractor will comply with all of its obligations under this agreement;

(e) the

Contractor is a genuine independent contractor for all purposes and acknowledges that the

Company has relied on this representation in entering into this agreement;

(f) the

Contractor has capacity to enter into this agreement;

(g) the

Contractor is not subject to an Insolvency Event; and

(h) on

execution of this agreement, its obligations under this agreement will be valid, binding

and enforceable.

11 Claims

11.1 Notice

of Claim

The

Contractor must immediately notify the Company on becoming aware of any Claim or potential Claim or circumstances which may lead to a

Claim being made against the Contractor, the Key Person or the Company directly or indirectly related to the Services provided under

this agreement.

11.2 Costs

of Claims

The

Contractor must reimburse to the Company any excess or deductible amount payable by the Company as a result of a Claim against the Company

that has been finally determined against the Company by a court or tribunal or competent jurisdiction, or settled with the Contractor’s

prior written consent and any costs, expenses, charges and fees (including legal fees) incurred by the Company directly arising from

the proven negligence, wilful misconduct, or fraudulent act or omission of the Contractor, its employees or personnel (including the

Key Person) and any other person who represents or acts on its behalf in connection with the Services.

12 Insurance

12.1 Amount

of insurance

The

Contractor must take out and maintain appropriate insurance covering the Services provided.

12.2 Workers’

compensation insurance

The

Contractor is required to maintain workers’ compensation insurance where required by law.

12.3 Evidence

of insurances

The

Contractor must provide the Company with satisfactory evidence of the insurances required under clause 12 when requested by the Company.

13 Termination

13.1 Company

may terminate

The

Company may immediately terminate this agreement at any time by written notice served on the Contractor if any one or more of the following

occurs:

(a) the

Contractor, in the reasonable opinion of the Company:

(i) commits

a serious or material breach of its obligations under this agreement; or

(ii) commits

any other breach of its obligations under this agreement of which the Contractor is notified

by the Company and which is not rectified by the Contractor within 14 days of notification

of the breach by the Company;

(b) the

Contractor or the Key Person engages in any conduct which in the reasonable opinion of the

Company:

(i) may

cause harm to or injure the reputation or standing of the Company or the Group or any of

their authorised representatives;

(ii) is

prejudicial to the interests of the Company or the Group or any of their authorised representatives;

(iii) is

unprofessional or unethical;

Contractor (or the Key Person) ceases to hold lawful authority to attend or remain at any

location where the Services are to be provided, including the location specified in item

13 of the schedule;

(d) the

Contractor becoming insolvent, under administration or an externally administered body corporate;

(e) the

Contractor attempting to assign or sub-contract any of its rights under this agreement or

there is a change of control of the Contractor; or

(f) the

Contractor or the Key Person being convicted of an indictable offence.

13.2 Termination

with notice

(a) Either

the Company or the Contractor may terminate this agreement by providing the written notice

to the other specified in item 11 of the schedule.

(b) The

Company may elect to make payment in lieu of part or the whole period of notice in which

case the amount payable to the Contractor will be the equivalent of the Fees the Contractor

would likely have been paid for providing the Services during the relevant period based on

an average of the Fees paid to the Contractor in the four weeks immediately preceding the

termination.

13.3 Effect

of termination

this agreement is terminated, then in addition to any other rights or remedies provided by law:

(a) each

party is released from its obligations under this agreement, other than in relation to clause

15 (Confidentiality), clause 16 (Intellectual Property) and clause 17 (Restraint); and

(b) each

party retains any rights, entitlements or remedies it had against any other party in connection

with any breach or Claim that has arisen before termination.

13.4 Liability

(a) On

termination all entitlements of the Contractor to the Fees under clause 4 will cease with

the exception of any Fees owing at the date of termination.

(b) Termination

of this agreement will not affect, limit, reduce or bring to an end any liability of the

Company or the Contractor to pay any amount that is or becomes due and payable to the other

prior to termination.

Company acknowledges and agrees that if the Company, any Group Company, or any employees

or officers of the Company brings any claim or dispute against the Contractor or a Key Person,

liability is limited to the Fees the Contractor is entitled to within the 45 days immediately

before a written notice is issued under clause 26(b) of this agreement.

(d) The

Parent Company acknowledges and agrees that:

(i) any

breach by the Company extends to the Parent Company;

(ii) the

Parent Company is liable in the event the Company cannot meet its obligations under this

agreement.

13.5 Acknowledgment

The

Contractor acknowledges that the Company will not be liable in connection with any of the acts and/or omissions of the Contractor or

the Key Person from the date of termination.

13.6 Deductions

termination of this agreement, or at any other time, the Company reserves the right to deduct from the Fees any money which the Contractor

may owe to the Company including:

(a) any

debts owing to the Company by the Contractor in accordance with the terms of this agreement;

(b) overpayments

of the Fees;

replacement value of any property of the Company not returned by the Contractor; and

(d)

(e) if

the Contractor fails to provide the Company with the period of notice required under clause

13.2(a), the amount of the Fees the Contractor would likely have received for providing the

Services during the non-completed part of the required notice period based on an average

of the Fees paid to the Contractor in the four weeks immediately preceding the termination.

14 Conflict

of interest

14.1 Declaration

of conflict of interest

The

Contractor warrants that no conflict of interest, restriction or impediment exists or is likely to arise that would prevent the Contractor

from providing the Services or complying with their obligations under this agreement.

14.2 Other

business activities during the Term

(a) The

Contractor operates an independent enterprise and the parties expressly agree that the Contractor

may engage in business activities other than the provision of the Services to the Company

during the Term, including that the Contractor may provide similar services to others subject

to clauses 14.2(b) and 14.2(c).

(b) The

Contractor must ensure that the business activities in which the Contractor engages do not

create, a conflict of interest with the Company’s interests or the Services being provided

to the Company under this agreement.

the Contractor engages in business activities which he considers are, or may, create a conflict

of interest with the Company’s interests or the Services provided to the Company under

this agreement, the Contractor is required to notify the Company Representative immediately.

(d) For

the avoidance of doubt, nothing in this agreement precludes the Company from engaging any

other person or entity to perform services similar to the Services, and the Company does

and will obtain similar services from others.

15 Confidentiality

(a) The

Contractor must keep secret and must not at any time (whether during or after this agreement)

use for the Contractor’s own or another’s advantage, or reveal to any person,

any Confidential Information. The restrictions contained in this clause will not apply to

any disclosure or use authorised by the Company or required by law or by this agreement.

(b) The

Contractor must require that each of its employees and personnel assisting the Contractor,

including the Key Person, to provide the Services comply with the requirements of this clause.

Contractor agrees that on the termination of this agreement (however occurring) the Contractor

will immediately deliver to the Company all property belonging to the Company or the Group

which may be in the possession of the Contractor or the employees or personnel of the Contractor

(including the Key Person) including Confidential Information.

16 Intellectual

property

(a) The

Company will own all Works and Intellectual Property Rights in the Works.

(b) In

particular, the Contractor:

(i) unconditionally

assigns to the Company all existing and future Intellectual Property Rights in the Works;

(ii) acknowledges

that by virtue of this clause, all existing Intellectual Property Rights in the Works vest

in the Company on creation; and

(iii) will

execute all additional documentation that may be required by the Company from time to time

to perfect that assignment of the Intellectual Property Rights.

16(a) does not affect the ownership of any Intellectual Property Rights owned by the Contractor

in any existing material (if any) incorporated into or used to produce the Works, but the

Contractor grants to the Company a permanent, royalty free, worldwide, non-exclusive licence

to use, copy, modify, exploit and sub licence that pre-existing material.

(d) The

Contractor must not make any claim that the Contractor has any right, title or interest in

the Intellectual Property Rights in the Works or to use those rights.

(e) The

Contractor warrants that:

(i) the

Contractor has the legal right to grant to the Company the assignment of Intellectual Property

Rights in the Works under clause 16(b); and

(ii) in

undertaking the Contractor’s obligations under this agreement and delivering the Works,

the Contractor:

(A) will

not breach any obligation owed to any person; and

(B) will

not infringe any Intellectual Property Rights of any person.

17 Moral

rights

(a) The

Contractor gives consent for the Company to act in any way which may otherwise infringe the

Contractor’s Moral Rights in the Works.

(b) Without

limiting the generality of clause 15(a), the Contractor consents to the Company failing to

identify the Contractor as the author of the Works, falsely attributing authorship of any

of the Works and/or subjecting the Works to derogatory treatment and, in particular:

(i) not

identifying the Contractor, whether by act or omission, as the author of the Works, including

not allowing the inclusion of any watermark or imbedded mark in any of the Works which would

identify the Contractor as the creator or contributor of the Works;

(ii) not

mentioning or acknowledging the Contractor’s authorship to the Works, any final or

related or derivative products, programs or materials, including marketing and collateral

material;

(iii) not

mentioning or acknowledging the Contractor’s authorship of the Works in any reproduction,

adaptation, transmittal or publication; or

(iv) amending

the shape, configuration, design, appearance or any other feature of the Works, subjecting

the Works to derogatory treatment or changing the purpose of use of the Works for any reason,

including use of the design on the Internet or any other medium for promotional purposes.

Contractor warrants that the Contractor will execute further documentation as may be required

by the Company to perfect the consents and undertakings the Contractor has given to the Company

regarding the Contractor’s Moral Rights.

(d) The

Contractor acknowledges that any consents which have been given in respect of the Contractor’s

Moral Rights are given genuinely.

18 Restraint

(a) After

the termination of this agreement for the Restricted Period, the Contractor must not, directly

or indirectly, do any of the following:

(i) solicit,

canvass or approach any person who is, or was during the 12

months immediately preceding the termination of this agreement, a client, customer or supplier of the Company with whom the Contractor

has or has had contact of a business related type, with a view to establishing a relationship with or obtaining the custom of that person

in the capacity which is the same as the relationship that person has or had with the Company; or

(ii) solicit,

canvass, induce or encourage any person who is an employee of the Company with whom the Contractor

has or has had contact of a business related type to leave his or her employment.

(b) The

Contractor acknowledges that:

(i) in

providing the Services the Contractor will establish personal contacts and relationships

with the Company’s customers, clients and suppliers and that these relationships form

part of the goodwill of the Company and are of great value to the Company;

(ii) the

restraints contained in this clause are fair and reasonable in terms of their extent and

duration, do not unreasonably restrict its right to carry on the Services or similar services

to those provided by the Contractor to the Company, and go no further than what is necessary

to protect the goodwill and interests of the Company; and

(iii) the

Company is relying on the acknowledgments in clauses 18(b)(i) and 18(b)(ii) in entering into

this agreement.

restraint in this clause (resulting from any combination of the wording in clause 17 and

the relevant definitions) constitutes a separate restraint that is severable from the other

restraints. If any part of the restraint (including any associated definition) is judged

to be void or unenforceable or illegal because it goes beyond what is reasonable to protect

the interests of the Company or for any other reason, it will be read down so as to be valid

and enforceable. If it cannot be so read down, the provisions (or where possible, the offending

words) will be severed from this clause without affecting the validity or enforceability

of the remaining

provisions (or parts of those provisions) of this clause, which will continue to have full force and effect.

19 Costs

and expenses

Each

party must pay that party’s own costs and expenses in respect of:

(a) the

negotiation, preparation, execution and delivery of this agreement and of any documents entered

into under or in respect of this agreement; and

(b) the

performance of that party’s obligations under this agreement.

20 Independent

contractor status

20.1 Independent

contractor

The

Contractor, including the Key Person, warrants to the Company that they are a genuine independent contractor for all purposes and acknowledges

that the Company has relied on this representation in entering into this agreement.

20.2 Nature

of relationship

Nothing

in this agreement will be construed as establishing the relationship of employer and employee between the Company and the Key Person

nor as creating a partnership between the parties, but the relationship between the Company and the Key Person will at all times be that

of principal and contractor and not otherwise. Should any provision of this agreement be inconsistent with this clause, this clause will

prevail to the extent of any inconsistency.

20.3 No

claim for employment entitlements

(a) No

principal, employee or personnel of the Contractor, including the Key Person, will be entitled

to claim from the Company any form of leave including personal leave, annual leave, long

service leave or any other form of leave, or any other employment-related entitlements such

as termination pay, redundancy pay, entitlements under industrial instruments and statute

or at common law.

(b) In

the event the Contractor claims or the Company becomes otherwise liable for the entitlements

set out in clause 20.3(a), the Contractor indemnifies the Company on a full indemnity basis

for such payments (including all costs, penalties, fines and fees in respect of such payments)

unless the Company’s liability is the direct or indirect result of the conduct of the

Company.

21 Health

and safety

(a) In

carrying out the Services, it is the responsibility of the Contractor to ensure that:

(i) it,

the Key Person and any other employees or personnel of the Contractor who assist with the

provision of the Services observe all relevant work health and safety laws;

(ii) it,

the Key Person and any other employees or personnel of the Contractor who assist with the

provision of Services are aware of and comply with the health and safety policies and procedures

of the Company; and

(iii) the

Key Person and any other employees or personnel of the Contractor who assist with the provision

of Services will not consume or be under the influence of alcohol or any drug (except where

legally available or prescribed medication).

(b) Prior

to the Commencement Date, the Contractor must:

(i) inform

the Company of any specific health problems, pre-existing disabilities or injuries of the

Key Person or any other employees or personnel of the Contractor who assist with the provision

of Services that may be directly or indirectly relevant to the Contractor providing the Services;

and

(ii) inform

the Company of any duties the Key Person or any other employees or personnel of the Contractor

who assist with the provision of Services are unable to perform that are directly or indirectly

relevant to the Contractor providing the Services.

the Term, the Contractor must immediately advise the Company if:

(i) the

working conditions are unsafe;

(ii) the

Contractor, the Key Person or any other employees or personnel of the Contractor sustains

an injury while providing the Services; or

(iii) the

Contractor, the Key Person or any other employees or personnel of the Contractor develops

any health problem, illness or injury which may restrict, impede or prevent the Contractor

from performing the Services.

22 Workers’

Compensation

(a) Where

the Company is deemed to be the employer of the Key Person or any other employee or personnel

of the Contractor for the purposes of applicable workers’ compensation legislation,

the Company will provide workers’ compensation insurance.

(b) Where

the Company is not deemed to be the employer of the Key Person or any other employee or personnel

of the Contractor for the purposes of applicable workers’ compensation legislation,

the Contractor will be responsible for ensuring that the Contractor and each of the Contractor’s

employees or personnel including the Key Person have adequate accident and sickness insurance

and the Company will have no liability in this regard.

assist the Company in determining whether it is required to provide workers’ compensation

insurance for the Key Person or any other employee or personnel of the Contractor, the Company

may request certain information from the Contractor and the Contractor must provide that

information in a timely manner.

23 Superannuation

The

Company will not pay superannuation on behalf of the Contractor or any employee or personnel of the Contractor including the Key Person,

on the basis that they are not common law employees of the Company and are not deemed employees of the Company under the Superannuation

Guarantee (Administration) Act 1992 (Cth). In the event the Company is required to pay superannuation for any employee or personnel

of the Contractor including the Key Person, the Contractor indemnifies the Company against any superannuation payment.

24 GST

24.1 Interpretation

Words

and expressions used in this clause 24 which are not defined in this agreement, but which are defined in the GST Act, have the meaning

given to them in the GST Act.

24.2 Consideration

does not include GST

The

consideration for any supply made under or in connection with this agreement does not include an amount for GST, unless it is expressly

stated in this agreement to be inclusive of GST.

24.3 Recovery

of GST

the extent that GST is or becomes payable on any supply made under or in connection with this agreement (not being a supply for which

the consideration is expressly stated in this agreement to be inclusive of GST), the party required to provide the consideration for

the supply must pay, in addition to and at the same time as the consideration is to be provided, an amount equal to the amount of GST

on the supply.

24.4 Reimbursement

or indemnity payments

Where

a party is required under this agreement to pay, reimburse or indemnify another party for any loss, cost or expense, the amount to be

reimbursed or indemnified will be the amount of the loss, cost or expense reduced by an amount equal to any input tax credit that the

other party is entitled to claim for the loss, cost or expense and increased by the amount of any GST payable in accordance with clause

24.3.

24.5 Tax

invoice

The

Company need not make a payment for a taxable supply made under or in connection with this agreement until it receives a tax invoice

for the supply to which the payment relates.

25 Notices

25.1 Giving

of notice

notice required or permitted to be given by one party to another under this agreement must be in writing and will be treated as being

duly given and received if it is:

(a) delivered

personally to that other party;

(b) left

at that other party’s address;

by pre-paid mail to that other party’s address; or

(d) transmitted

by email to that other party.

25.2 Address

for service

For

the purposes of this clause, the address of a party is the address set out in item 10 of the schedule or another address of which that

party may from time to time give notice to each other party.

26 Dispute

resolution

(a) Except

where interim or urgent interlocutory relief is sought, prior to the commencement of any

legal proceedings, whether in a court or by way of arbitration, the parties agree to use

reasonable endeavours to resolve a dispute.

(b) If

a party considers that a dispute exists, then that party must give written notice to the

other party that it considers a dispute exists specifying the dispute, including identifying

any event, matter or omission that the party relies on as giving rise to the dispute.

parties must meet within 28 days of the date of the notice given under clause 26(b) for the

purpose of seeking to resolve the Dispute (Resolution Period).

(d) If

the dispute is not resolved during the Resolution Period, then any of the disputing parties

may refer the dispute for determination by arbitration no later than five business days after

the end of the Resolution Period.

(e) Any

dispute referred for arbitration under clause 26(d) must be conducted in accordance with

the Institute of Arbitrators & Mediators of Australia Rules for the Conduct of Commercial

Arbitrations and:

(i) be

conducted by an arbitrator agreed on by the disputing parties; or

(ii) if

the disputing parties are unable to agree on an arbitrator five business days of the date

of the submission to arbitration under clause 26(d), be conducted by an arbitrator appointed

by the then current president or acting president of the Institute of Arbitrators & Mediators

Australia following a request from any of the disputing parties.

(f) The

parties agree that an award made by the arbitrator will, in the absence of manifest error,

be binding on the parties.

(g) The

cost of any arbitrator will be shared equally between each of the disputing parties participating

in the arbitration. Subject to any award of costs made by the arbitrator, the disputing parties

will each bear their own costs of any arbitration.

(h) Failure

by a party to a dispute to comply with clause 26 may be pleaded in bar to the continuance

of any proceeding initiated by that party until this clause has been complied with.

27 Further

steps

Each

party agrees to promptly do all things reasonably necessary or desirable to give full effect to this agreement and the transactions contemplated

by it, including obtaining consents and signing documents.

28 No

merger

completion or termination of the transactions contemplated by this agreement, the rights and obligations of the parties set out in this

agreement will not merge and any provision that has not been fulfilled remains in force.

29 Entire

agreement

This

agreement constitutes the entire agreement between the parties about its subject matter and supersedes all previous communications, representations,

understandings or agreements between the parties on the subject matter.

30 Amendment

This

agreement may only be amended or varied in writing signed by each party.

31 Waiver

31.1 No

waiver

failure to exercise or delay in exercising any right given by or under this agreement to a party constitutes a waiver and the party may

still exercise that right in the future.

31.2 Waiver

must be in writing

Waiver

of any provision of this agreement or a right created under it must be in writing signed by the party giving the waiver and is only effective

to the extent set out in that written waiver.

32 Severability

any provision of this agreement is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down

for the purposes of that jurisdiction, if possible, so as to be valid and enforceable and will otherwise be capable of being severed

to the extent of the invalidity or unenforceability without affecting the remaining provisions of this agreement or affecting the validity

or enforceability of that provision in any other jurisdiction.

33 Assignment

The

Contractor must not, at law or in equity, assign, transfer or otherwise deal with any of its rights or obligations under this agreement

without the prior written consent of the Company.

34 Counterparts

This

agreement may be signed in any number of counterparts. All signed counterparts taken together constitute one agreement.

35 Governing

law and jurisdiction

35.1 Governing

law

This

agreement is governed by the laws in force in the state specified in item 16 of the schedule.

35.2 Jurisdiction

The

parties submit to the exclusive jurisdiction of courts of the state specified in item 16 of the schedule and the Federal Court of Australia

and any courts that may hear appeals from those courts about any proceedings in connection with this agreement.

EXECUTED

as an agreement.

Independent

contractor agreement - corporate

Schedule

1 Date

of agreement

July 2026

2 Details

of the Company

SharonAI

Pty Ltd ACN 645 215 194 of 303/44 Miller Street, North Sydney NSW 2006

3 Details

of the Parent Company

SharonAI

Holdings Inc or any subsequent parent company of SharonAI Pty Ltd.

4 Details

of the Contractor

Broadfoot

Group Pty Ltd ACN 632 357 638

5 Details

of Key Person

Tim

Broadfoot

Email:

tim@broadfootgroup.com.au

Phone number: 0447097271

6 Commencement

Date

September 2026

7 Fees

Fees

payable by the Company will be on the basis of $25,000 per month exclusive of GST

8 Invoice

Period

Monthly

9 Payment

Period

Seven

days

10 Address

for service

Contact

details as set out in items 2, 3 and 5 of this schedule

11 Notice

Month

12 Services

Accounting

Handover advisory services

13 Location

and hours

13.1 Location

Sydney

CBD / North Sydney / Remote or other such location as agreed

13.2 Hours

The

Contractor will provide the Services during standard business hours (9.00am to 5.00pm) on an as required basis, with such requirement

to be reasonable

14 Company

representative

The

Chairman of the Board or in there alternate the Chief Executive Officer

15 Term

months from the Commencement Date

16 Jurisdiction

New

South Wales

Independent

contractor agreement - corporate

Signing

page

EXECUTED by SHARONAI PTY LTD ACN 645 215 194 in accordance with

section 127 of the Corporations Act 2001 (Cth) by being signed by the following officers:

/s/

James Manning

James

Manning

Signature

of sole director and sole company secretary

Name

of sole director and sole company secretary (please print)

EXECUTED

by SHARONAI HOLDINGS INC

its authorised signatory:

/s/

James Manning

Signature

of signatory

James

Manning

Name

of signatory (please print)

EXECUTED

by BROADFOOT GROUP PTY

LTD

ACN 632 357 638 in accordance with section 127 of the Corporations Act 2001 (Cth) by being signed by the following officers:

/s/

Tim Broadfoot

Signature

of sole director and sole company secretary

EX-99.1

Filename: ex99-1.htm · Sequence: 5

Exhibit 99.1

Sharon

AI Appoints Anuj Goel as Chief Financial Officer

NEW

YORK, July 22nd, 2026 — SharonAI Holdings Inc. (NASDAQ: SHAZ) and its subsidiaries (“Sharon AI” or “the Company”),

a leading Australian Neocloud, today announced the appointment of Mr. Anuj Goel as incoming Chief Financial Officer, strengthening the

company’s executive leadership team as it accelerates the expansion of its AI infrastructure platform.

Anuj

joins Sharon AI after a distinguished 20-year career at Macquarie, most recently serving as Head of Technology, APAC at Macquarie Capital,

where he advised boards, founders and investors on many of Australia’s most significant technology, telecommunications, media and

digital infrastructure transactions.

His

appointment comes at a pivotal stage in Sharon AI’s growth as the company continues to scale its AI cloud platform and expand its

position as a provider of sovereign AI infrastructure.

Sharon

AI also announced that Mr. Tim Broadfoot will step down as the incumbent Chief Financial Officer following a successful tenure in which

he helped establish the company’s financial foundations. The Board thanks Tim for his significant contribution and wishes him every

success in the future. Tim will work closely with Mr. Goel over the next few months to ensure a seamless transition of responsibilities.

Chief Financial Officer, Mr. Goel will lead Sharon AI’s financial strategy, capital management, corporate development and financial

operations, supporting the company’s next phase of growth. Mr. Goel’s first day in the role will be Monday, 24th of August.

Prior

to leading Macquarie Capital’s technology practice in the region, Mr. Goel spent six years in Macquarie’s global Venture

Capital team evaluating investment opportunities in Europe, North America and the Asia Pacific region. During this time, he developed

experience across the investment lifecycle, including deal origination, financial analysis and valuation, business strategy and portfolio

management, and supported the growth of companies including PEXA, Temple & Webster, oOh!media and RP Data (now Cotality) from an

early stage.

James

Manning, Chief Executive Officer and Co-founder of Sharon AI, said, “Anuj brings an exceptional combination of financial

leadership, capital markets expertise and deep knowledge of the technology and digital infrastructure sectors. As Sharon AI continues

to scale, his experience advising many of the region’s leading technology businesses and investors will be invaluable as we execute

our long-term growth strategy.”

“His appointment further strengthens our executive team and reflects the calibre of leadership we are assembling to build one

of the world’s leading AI infrastructure companies. We thank our outgoing CFO, Tim Broadfoot, for his significant contribution

and wish him well for the future. Tim will continue to work within Sharon AI for some months in a handover with Anuj.”

Anuj

Goel, Chief Financial Officer of Sharon AI, said, “Artificial intelligence is creating one of the most significant opportunities

of our generation, and Sharon AI is uniquely positioned to help meet the growing demand for sovereign AI compute. I’m excited to

join the company at such an important stage of its journey and look forward to working with the team to build a disciplined financial

platform that supports long-term growth while delivering value for customers, partners and shareholders.”

The

appointment of Anuj Goel further strengthens Sharon AI’s leadership team as the company continues to expand its AI cloud platform

and invest in the infrastructure required to support the next generation of AI innovation.

Disclosure

Information

Sharon

AI primarily uses its Investor Relations page (https://sharonai.com/investors/) to disclose material non-public information and

to comply with its disclosure obligations under Regulation FD. The Company also notes that, at times, it uses other communication mediums

including, but not limited to, its X account (sharon__ai) and/or LinkedIn account (sharon-AI) to disseminate information about the Company,

and can be additional sources of information outside press releases, regulatory filings with the SEC and any other conference calls,

webcasts, investor days, etc. that the company may hold.

About

Sharon AI

Sharon

AI, a leading Australian Neocloud, is a High-Performance Computing company focused on Artificial Intelligence and Cloud GPU/CPU Compute

Infrastructure. Our AI Cloud platform and compute infrastructure is accelerating the build of AI factories and sovereign AI solutions,

powering the next wave of accelerated computing adoption. For more information, visit www.sharonai.com.

Forward-Looking

Statements

This

press release may contain, and our officers and representatives may from time to time make, “forward-looking statements”

within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are not historical

facts, and which are not assurances of future performance. Forward-looking statements are based only on our current beliefs, expectations

and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy

and other future conditions. In some cases you can identify these statements by forward-looking words such as “believe,”

“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”

“could,” “should,” “would,” “project,” “strategy,” “plan,” “expect,”

“goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar

expressions or references to future periods. Forward-looking statements in this release include specific statements regarding the intended

use of proceeds. Examples of such forward-looking statements include but are not limited to express or implied statements regarding Sharon

AI’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation,

statements regarding:

● Service

and product offerings;

● Receipt

and use of proceeds;

● The

deployment of assets and expansion of network procurement;

● Sharon

AI’s ability to engage with additional potential customers;

● Expansion

of Sharon AI’s data center footprint and capacity; and

● The

strengthening of Sharon AI’s partner network.

addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including

any underlying assumptions, are forward-looking statements. Because forward-looking statements relate to the future, they are subject

to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control.

You are cautioned that such statements are not guarantees of future performance and that actual results or developments may differ materially

from those set forth in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Important factors that could cause actual results to differ materially from these forward-looking statements include, among others, all

of the risks described in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K filed

with the SEC and other reports subsequently filed with the SEC. Additional assumptions, risks and uncertainties are described in detail

in our registration statements, reports and other filings with the SEC, which are available at www.sec.gov.

The

forward-looking statements and other information contained in this news release are made as of the date hereof and Sharon AI does not

undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information,

future events or otherwise, unless so required by applicable securities laws.

Contacts

Media

Enquiries

media@sharonai.com

Investor

Enquiries

investors@sharonai.com

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