You will be reimbursed all reasonable expenses supported by official receipts for payments made on behalf of the Company whilst carrying out your duties, provided that any individual expense exceeding $5,000 must not be incurred without the Company’s prior written consent.

You must provide all proper documentation to the Company to verify such expenses prior to reimbursement. You must comply with all lawful directions of the Company in relation to incurring expenses on behalf of the Company and shall not in any way pledge the credit of the Company except insofar as you may have been expressly authorised by the Company either generally or in any particular incidence.

The commencing salary will be AUD$350,000 per annum inclusive of all child education allowances, paid fortnightly. The compensation package will be subject to annual review by the Board of Directors. There are no fixed hours of employment however, as a senior executive, you are expected to work the number of hours required to perform the role of CEO.

In context, the minimum working week shall be 37.5 hours, with no provision for overtime however, the Company may grant you time in lieu in the event the Board considers (at its discretion) that you are working consistently above the normal working week.

Upon the first annual review of your performance and remuneration, the Board of Directors shall, in good faith, establish Key Performance Indicators (KPI’s) for the next twelve months upon which bonus compensation can be earned by you, up to a maximum of 100% of your base compensation. The nature of the KPI’s and bonus structure shall be negotiated with you in good faith.

In addition, and subject to the Company obtaining shareholder approval in a general meeting, you shall be eligible to participate in the company’s Performance Rights Plan (PRP) the issuance of shares under the plan will be negotiated in good faith between the parties upon the successful closing of the acquisition of WTEQ. PRP shares will be subject to shareholder approval. The company will seek such approvals at the 2022 AGM.

Full-time position.

As a professionally qualified employee, you are required to exercise your specialized expertise, independent judgment, and discretion to provide high-quality services and are expected to work the number of hours required to get the job done.

Annual leave is accrued at a rate of 20 working days per annum, a working day being exclusive of recognized public holidays. Your annual leave may be taken once it is accrued, at any time mutually acceptable to yourself and the Company.

Accrued leave shall not accumulate in excess of 30 working days without the written approval of the Board.

A waiver may be granted under special circumstances at the Board’s discretion. The board or AHI acknowledge you will have accrued annual leave to the amount of 11 weeks over the course of the WTEQ tenure and this will be carried over into AHI as part of the acquisition.

Unless you are authorized to do so by law, you are not to divulge any information you obtain as a result of your appointment either to the media, the public generally or to any other third party, except and unless it is of a general nature and of general knowledge and you do so as a consequence of the performance of your responsibilities. All knowledge and/or information, written or otherwise, related to the activities of the Company obtained by you as a consequence and in the course of your employment becomes the property of the Company, and unless otherwise authorized during the term of your employment or thereafter, must not be divulged to any other source.

Upon termination of your services with the Company, you must return all papers, records, documents (including hard copy and digital copies) and any equipment that are in your possession or control and relate to any of the foregoing.

Confidential information also extends to the contents of this letter and in particular to employees’ remuneration details. You represent and warrant to us that no other agreements, written or oral, would restrict your ability to perform the basic functions of your job, including but not limited to non-compete, non-disclosure or similar agreements with prior employers. If there are such agreements, you agree to immediately provide the Company with a copy of any such agreements(s) for its review. You further agree not to bring to the Company, use or disclose any trade secrets or other confidential/proprietary information of prior employers.

You agree the provisions of this clause survive termination of this agreement.

You will ensure that there is no conflict between the Company’s interests and your personal interests.

You will make full and complete disclosure to the Company of the existence, nature and extent of any conflict or potential conflict of interest that you may have in any manner or capacity whatever with your duties or obligations under this agreement.

By singing this agreement, you acknowledge that in the course of your employment that you may receive confidential information including Price Sensitive Information (as defined below) affecting the Company and clients of the business. Any disclosure, communication, use or misuse of Price Sensitive Information may have very serious implications for the Company and for you, including contravention of the Corporations Act 2001 (Cth) (Corporations Act) or investigation by the Australian Securities and Investments Commission, possible criminal prosecution, and possible civil actions against you.

For the purposes of this clause 11, “Price Sensitive Information” means any information which a reasonable person would expect to have a material effect on the price or value of securities of a body corporate and the expression “material effect on the price or value” will have the meaning given under section 1042D of the Corporations Act.

ii.

Any new inventions or extensions of the IP surrounding AHI, whether or not the Inventions are capable of being protected by copyright, letters patent, registered design, or other protection (“Protection”), will be solely owned by the Company for development.

Any new inventions, whether or not the Inventions are capable of being commercialised or able of Protection outside of those of AHI, will be first offered to the Company for first right of refusal.

Further proceedings will only go forward if agreed by both you and the Company.

Without limiting clause 16, the Company or Board may suspend you from duty with pay, or direct you to perform work in a different position, at any time during the term of your employment, including but not limited to circumstances where the Company forms the view that your conduct, capacity or performance may warrant serious disciplinary action (including the termination of your employment).

Should the Company or Board suspend you from duty, it may appoint someone else to your role in an interim capacity for the period of suspension.

/s/ Nicholas Prosser