Form 8-K

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-021509

Filed: 2026-05-06

Period: 2026-04-30

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: 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-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

EX-10.7 (ex10-7.htm)

EX-10.8 (ex10-8.htm)

EX-10.9 (ex10-9.htm)

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8-K

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0002068385

2026-04-30

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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): April 30, 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.

April 30, 2026, SharonAI Holdings Inc. (the “Company”) and its wholly-owned, indirect subsidiary, SharonAI Pty Ltd (ACN 645

215 194) (“SharonAI Australia”), entered into the following material employment agreements, each effective as of May 1, 2026

(collectively, the “Employment Agreements”):

(i)

an executive employment contract with James Manning (the “Manning Employment Agreement”), pursuant to which Mr. Manning is

employed as the Chief Executive Officer on a full-time basis. Pursuant to the Manning Employment Agreement, Mr. Manning will receive

an annual base salary of AUD$704,225 (equivalent to approximately US$ 500,000 based on a current exchange rate of $1 AUD to $0.71

US), is eligible for a short-term incentive award of up to 200% of his base remuneration (payable in cash and/or restricted stock units

(“RSUs”)), is eligible for a long-term incentive award of up to 150% of his base remuneration in the form of RSUs, and is

eligible for a one-time listing award of 25% of his base remuneration in the form of RSUs.

(ii)

an executive employment contract with Tim Broadfoot (the “Broadfoot Employment Agreement”), pursuant to which Mr. Broadfoot

is employed as Chief Financial Officer on a full-time basis. Pursuant to the Broadfoot Employment Agreement, Mr. Broadfoot will receive

an annual base salary of AUD$634,000 (equivalent to approximately US$ 450,140 based on a current exchange rate of $1 AUD to $0.71

US), is eligible for a short-term incentive award of up to 125% of his base remuneration (payable in cash and/or RSUs), is eligible for

a long-term incentive award of 100% of his base remuneration in the form of RSUs, and is eligible for a one-time listing award of 25%

of his base remuneration in the form of RSUs.

(iii)

an executive employment contract with Andrew Leece (the “Leece Employment Agreement”), pursuant to which Mr. Leece is employed

as Chief Operations Officer on a full-time basis. Pursuant to the Leece Employment Agreement, Mr. Leece will receive an annual base salary

of AUD$563,380 (equivalent to approximately US$ 400,000 based on a current exchange rate of $1 AUD to $0.71 US), is eligible for

a short-term incentive award of up to 100% of his base remuneration (payable in cash and/or RSUs), is eligible for a long-term incentive

award of up to 125% of his base remuneration in the form of RSUs, and is eligible for a one-time listing award of 50% of his base remuneration

in the form of RSUs.

(iv)

an executive employment contract with Nick Hughes-Jones (the “Hughes-Jones Employment Agreement”), pursuant to which Mr.

Hughes-Jones is employed as Senior Vice President of Business Development of SharonAI Australia on a full-time basis. Pursuant to the

Hughes-Jones Employment Agreement, Mr. Hughes-Jones will receive an annual base salary of AUD$563,380 (equivalent to approximately

US$ 400,000 based on a current exchange rate of $1 AUD to $0.71 US), is eligible for a short-term incentive award of up to 100% of

his base remuneration (payable in cash and/or RSUs), is eligible for a long-term incentive award of up to 125% of his base remuneration

in the form of RSUs, and is eligible for a one-time listing award of 50% of his base remuneration in the form of RSUs.

addition to the compensation provided above for each executive pursuant to his respective Employment Agreement, each Employment Agreement

provides that each executive will receive superannuation contributions in line with the minimum compulsory contribution rate required

to be paid by the employer, in accordance with applicable legislation, as well as entitling each executive to statutory leaves under

applicable law, and to minimum entitlements of the National Employment Standards which are intended to apply to all private sector employees

regardless of whether they are covered by a modern award, agreement or contract. Each of the Employment Agreements requires that either

3 months notice or salary be provided to terminate the executive without cause. The Employment Agreements each contain customary provisions

relating to confidentiality, intellectual property assignment, post-termination restraints and non-compete obligations.

Messrs.

Manning, Leece and Hughes-Jones are the founders of the Company’s predecessors. Through entities each of them control, they each

beneficially own 45,447 shares of the Company’s Class B Super Voting Common Stock, which together account for a majority of the

voting power in the Company, and which is in addition to other shares of the Company’s Class A Ordinary Common Stock which they

beneficially own. Messrs. Manning, Leece and Hughes-Jones also control entities which hold approximately AUD$700,000 (US$465,500),

AUD$250,000 (US$166,250) and AUD$1,250,000 (US$831,250), respectively, of convertible notes of the Company. Mr. Manning serves as

the Company’s Chief Executive Officer and as a member of its board of directors and the board’s chairman. Mr. Broadfoot serves as the Company’s Chief Executive Officer. Mr. Leece serves as the Company’s Chief Operations

Officer. Mr. Hughes-Jones serves as the Company’s Senior Vice President of Business Development.

December 29, 2025, SharonAI Australia entered into an executive employment contract with Tim Flahvin (the “Flahvin Employment Agreement”),

pursuant to which Mr. Flahvin was employed as the General Counsel on a full-time basis, which was not deemed to be an executive officer

position at such time. Pursuant to the Flahvin Employment Agreement, Mr. Flahvin received an annual base salary of AUD$350,000 (equivalent

to approximately US$ 248,500 based on a current exchange rate of $1 AUD to $0.71 US), is eligible for a short-term incentive cash

bonus of up to AUD$50,000 (equivalent to approximately US$ 35,00 based on a current exchange rate of $1 AUD to $0.71 US), is eligible

for a long-term incentive award of up to 50% of his base remuneration in the form of restricted stock units (“RSUs”), and

is entitled to receive an annual base award of AUD$175,000 (equivalent to approximately US$ 124,250 based on a current exchange

rate of $1 AUD to $0.71 US) in the form of RSUs.

addition to the compensation provided above, the Flahvin Employment Agreement provides that Mr. Flahvin will receive superannuation contributions

in line with the minimum compulsory contribution rate required to be paid by the employer, in accordance with applicable legislation,

as well as entitling him to statutory leaves under applicable law.

Mr.

Flahvin must be provided the following notice of his termination without cause or is entitled to receive his compensation for such period:

Period of Service:

Period of Notice/Compensation:

1 year or less

4 weeks

Over 1 year and up to the completion of 3 years

8 weeks

Over 3 years and up to the completion of 5 years

8 weeks

Over 5 years

12 weeks

Provided

that an additional weeks’ notice/compensation will be provided if Mr. Flahvin is over the age of 45 and has completed at least

2 years of continuous service on the date that the notice of termination is provided.

The

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

restraints and non-compete obligations.

March 30, 2026, the Company determined Tim Flahvin to be an executive officer of the Company and on April 30, 2026, SharonAI Australia

entered into an Employment Contract Alteration Agreement with Tim Flahvin (the “Flahvin Alteration Agreement”), effective

May 1, 2026, pursuant to which the parties agreed to vary the Flahvin Employment Agreement to provide for an annual base salary of AUD$330,895

(equivalent to approximately US$ 235,000 based on a current exchange rate of $1 AUD to $0.71 US) rather than AUD$350,000, a base

RSU award of AUD$259,155 (equivalent to approximately US$ 184,000 based on a current exchange rate of $1 AUD to $0.71 US), which

completely replaced the both the annual base award of AUD$175,000 and the long-term incentive award of up to 50% of his base remuneration,

and a short-term incentive award of AUD$100,000 (equivalent to approximately US$ 71,000 based on a current exchange rate of $1

AUD to $0.71 US) rather than up to AUD$50,000.

The

descriptions of the Manning Employment Agreement, the Broadfoot Employment Agreement, the Leece Employment Agreement, the Hughes-Jones

Employment Agreement, the Flahvin Employment Agreement and the Flahvin Alteration Agreement set forth above are only summaries, do not

purport to be complete and are qualified in their entirety by reference to the full text of such documents, each of which is filed as

an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.

Item

1.02 Termination of a Material Definitive Agreement.

April 30, 2026, SharonAI Australia and the Company terminated the following contractor agreements, each with effect from May 1, 2026

(the “Effective Date”), pursuant to separate Deeds of Termination and Release (collectively, the “Deeds of Termination”):

(i)

the contractor agreement dated January 18, 2025 (the “Manning Contractor Agreement”) between SharonAI Australia and Manning

Group Pty Ltd ATF MG Office Trust (ACN 620 362 174) (“Manning Group”), pursuant to which Manning Group, with James Manning

as the key person, was providing services. The Manning Contractor Agreement was terminated by mutual agreement of the parties in connection

with Mr. Manning’s entry into the Manning Employment Agreement described in Item 1.01 above. No material early termination penalties

were incurred in connection with the termination;

(ii)

the contractor agreement dated October 14, 2024 (the “Broadfoot Contractor Agreement”) between SharonAI Australia and Broadfoot

Group Pty Ltd (ACN 632 357 638) (“Broadfoot Group”), pursuant to which Broadfoot Group, with Tim Broadfoot as the key person,

was providing services. The Broadfoot Contractor Agreement was terminated by mutual agreement of the parties in connection with Mr. Broadfoot’s

entry into the Broadfoot Employment Agreement described in Item 1.01 above. No material early termination penalties were incurred in

connection with the termination; and

(iii)

the contractor agreement dated October 14, 2024, as varied on June 13, 2025 (the “Inbocalupo Contractor Agreement”) between

SharonAI Australia and Inbocalupo Consulting Pty Ltd, pursuant to which Inbocalupo Consulting Pty Ltd, with Nick Hughes-Jones as the

key person, was providing services. The Inbocalupo Contractor Agreement was terminated by mutual agreement of the parties in connection

with Mr. Hughes-Jones’s entry into the Hughes-Jones Employment Agreement described in Item 1.01 above. No material early termination

penalties were incurred in connection with the termination.

brief description of any material relationship between the Company and each party to a Deed of Termination, other than in respect of

the Deed of Termination, is provided in Item 1.01 above and made a part of this Item 1.02 by reference.

The

descriptions of the Deeds of Termination set forth above are only summaries, do not purport to be complete and are qualified in their

entirety by reference to the full text of such documents, each of which is filed as an exhibit to this Current Report on Form 8-K and

which is incorporated herein by reference.

Item

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

Certain Officers.

The

disclosures set forth in Item 1.01 of this Current Report on Form 8-K regarding compensatory arrangements are incorporated and made a

part of this Item 5.02 by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Executive Employment Contract between SharonAI Pty Ltd, SharonAI Holdings Inc. and James Manning, dated April 30, 2026

10.2

Executive Employment Contract between SharonAI Pty Ltd, SharonAI Holdings Inc. and Tim Broadfoot, dated April 30, 2026

10.3

Executive Employment Contract between SharonAI Pty Ltd, SharonAI Holdings Inc. and Andrew Leece, dated April 30, 2026

10.4

Executive Employment Contract between SharonAI Pty Ltd, SharonAI Holdings Inc. and Nick Hughes-Jones, dated April 30, 2026

10.5

Employment Contract between SharonAI Pty Ltd and Tim Flahvin, dated December 29, 2025

10.6

Employment Contract Alteration Agreement between SharonAI Pty Ltd and Tim Flahvin, dated April 30, 2026

10.7

Deed of Termination and Release among SharonAI Pty Ltd, SharonAI Holdings Inc. and Manning Group Pty Ltd ATF MG Office Trust, dated April 30, 2026

10.8

Deed of Termination and Release among SharonAI Pty Ltd, SharonAI Holdings Inc. and Broadfoot Group Pty Ltd, dated April 30, 2026

10.9

Deed of Termination and Release among SharonAI Pty Ltd, SharonAI Holdings Inc. and Inbocalupo Consulting Pty Ltd, dated April 30, 2026

104

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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/

Tim Flahvin

Name:

Tim Flahvin

Title:

General Counsel

Date: May 6, 2026

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

30/04/2026

James

Manning

1180

Barrenjoey Rd

Palm

Beach NSW 2108

Dear

James,

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:

the

terms of this letter;

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

(c)

deliver

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.

-1-

The

particulars of our offer of employment are as follows:

Job

title/role

You

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

Contract

commencement date

The

commencement date for your employment under this Contract is 01/05/2026

Original

commencement date

Your

original employment commencement date for service related entitlements is 1 January 2025

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 Board.

Remuneration

You

will be paid an annual base salary of $704,225.00 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 on the occurrence of a Listing Event or Liquidity Event (Review). 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 200% 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 up to 150% of your Base renumeration, which will be award in the form of RSU’s.

-2-

Listing Award

You

will be eligible for a one off 25% of your Base renumeration, which will be award in the form of RSU’s.

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 start and finish times, and days, as appropriate. Subject to the Terms, the

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

14.

Probationary

period

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.

-3-

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

Sharon

AI 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/

James Manning

04/30/2026

James

Manning (Apr 30, 2026 11:43:50 GMT+10)

Date

Signature

SIGNED

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

/s/

Alexander Kelton

Drew

Kelton

Alexander

Kelton (Apr 30, 2026 08:26:59 GMT 1)

Signature

of authorised representative

Name

of authorised representative

(please

print)

EXECUTED

by SHARONAI HOLDINGS INC. by its authorised signatory:

/s/

Alexander Kelton

Alexander

Kelton (Apr 30, 2026 08:26:59 GMT 1)

Signature

of authorised representative

Drew

Kelton

Name

of signatory (please print)

-4-

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

5.3

Salary

sacrifice

-5-

Ending (Terminating) the Employment

6.1

the Employee

6.2

the Employer upon giving notice

6.3

the Employer for proper cause

6.4

Stand

down

6.5

Suspension

6.6

Documents

and other property of the Employer

6.7

Resignation

of directorships

6.8

Authorised

deductions

6.9

Non

disparagement and representations

6.10

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

15.

General

16.

Definitions

-6-

1. Corporate

Structure

SharonAI

Pty Ltd (ACN 645 215 194) is the Employer. SharonAI Holdings 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;

-7-

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;

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(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.

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(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.

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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.

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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.

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(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.

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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.

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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;

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(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

-16-

(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.

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(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;

-18-

(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

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(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.

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7.3 Definitions

this clause 7:

(a) Restrained

Client means any Person:

(1) who

is or has been a Client, adviser, 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;

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(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.

-22-

(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

-23-

(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 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;

-24-

(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.

-25-

(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, adviser or customer of the Employer or a Related Entity.

-26-

(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) Liquidity

Event means:

(1) a

successful initial public offering of shares in the Employer; and / or

-27-

(2) the

entry by the shareholders of the Employer into an unconditional contract for a trade sale

of all of the assets of the Employer.

(i) Listing

Event means the admission of the entire share capital of the Employer, or any special

purpose vehicle incorporated for that purpose, to the official list of the Stock Exchange.

(j) Moral

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

from time to time.

(k) Parent

Company means SharonAI Holdings Inc or any subsequent parent company

(l) Person

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

(m) 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.

(n) 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).

(o) 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;

(p) 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.

(q) Stock

Exchange means the Australian Stock Exchange Limited or any recognised stock exchange

approved by the Majority Shareholder.

(r) 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.

-28-

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

30/04/2026

Tim

Broadfoot

Cowrang Avenue.

Terrey

Hills NSW 2084

Dear

Tim,

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:

the

terms of this letter;

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 Al 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

(c)

deliver

the initialed 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 for your employment under this Contract is 01/05/2026

Original

commencement date

Your

original employment commencement date for service related entitlements is 1 July 2024

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 Board/CEO

Remuneration

You

will be paid an annual base salary of $634,000.00 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 on the occurrence of a Listing Event or Liquidity Event (Review).

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 125% 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 100% of your Base renumeration, which will be award in the form of RSU’s.

Listing

Award

You

will be eligible for a one off 25% of your Base renumeration, which will be award in the form of RSU’s.

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 start and finish times, and days, as appropriate.

Subject

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

14.

Probationary

period

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/

Tim Broadfoot

04/30/2026

Signature

Date

SIGNED

for and behalf of SHARONAI

James

Manning

PTY

LTD CAN 645 215 194 by an

Name

of authorised representative

authorised

representative

(please

print)

/s/

James Manning

Signature

of authorised representative

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

5.3

Salary

sacrifice

Ending (Terminating) the Employment

6.1

the Employee

6.2

the Employer upon giving notice

6.3

the Employer for proper cause

6.4

Stand

down

6.5

Suspension

6.6

Documents

and other property of the Employer

6.7

Resignation

of directorships

6.8

Authorised

deductions

6.9

Non

disparagement and representations

6.10

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

15.

General

16.

Definitions

1. Corporate

Structure

SharonAI

Pty Ltd (ACN 645 215 194) is the Employer. SharonAI Holdings 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, adviser, 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 Linkedln and Facebook) registered in your

name 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 Linkedln 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 Linkedln 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,

adviser or customer of the Employer or a Related Entity.