Exhibit
10.5


 


 


Executive
Agreement


 


 


Moboom
Limited (ACN 136 737 767)


Company


 


Melvin
Tan


Executive


 


 


 




    	i



     


    

 


Contents


 


	1.	Interpretation	1
	 	 	 
	2.	Term	3
	 	 	 
	3.	Duties	3
	 	 	 
	4.	Location	4
	 	 	 
	5.	Hours
    and Days of Work	4
	 	 	 
	6.	Reporting
    and Supervision	4
	 	 	 
	7.	Performance
    Review	4
	 	 	 
	8.	Policies	4
	 	 	 
	9.	Exclusive
    Service	4
	 	 	 
	10.	External
    Directorships	5
	 	 	 
	11.	Remuneration	5
	 	 	 
	12.	Superannuation	5
	 	 	 
	13.	Expenses	6
	 	 	 
	14.	Annual
    Leave	6
	 	 	 
	15.	Long
    Service Leave	6
	 	 	 
	16.	Personal
    Leave	6
	 	 	 
	17.	Other
    leave	6
	 	 	 
	18.	Public
    Holidays	6
	 	 	 
	19.	Confidentiality	7
	 	 	 
	20.	Intellectual
    Property	7
	 	 	 
	21.	Suspension	8
	 	 	 
	22.	Termination	8
	 	 	 
	23.	Redundancy	10
	 	 	 
	24.	Resignation
    from Other Offices	10
	 	 	 
	25.	Restraint
    of Trade	11
	 	 	 
	26.	Medical
    Tests	12
	 	 	 
	27.	Insurance	12
	 	 	 
	28.	Compliance	12
	 	 	 
	29.	General	13
	 	 	 
	30.	Warranties	14
	 	 	 
	31.	Acknowledgement	14
	 	 	 
	Schedule 1 - Remuneration	15
	 	 	 
	Schedule 2 -  Duties and Position Description - includes Key Performance Indicators	16


 




    	ii



     


    

 


Executive
Agreement


 


	Date	1
    January 2020
	 	 
	Parties	Moboom
    Limited ACN 136 737 767 of 246A Churchill Road, Subiaco WA 6008 (the Company).
	 	 
	 	Melvin
    Tan of 4 St Vincents Avenue, Wembley WA 6014 (the Executive).


 


Recitals




 


	A.	The
    Executive has been performing the role of Chief Financial Officer of the Company since 7 May 2012.
	 	 
	B.	The
    Company and the Executive have agreed to enter into a new employment agreement on the terms and conditions set out in this Agreement.




 


	1.	Interpretation


 


	1.1	Interpretations


 


In
this Agreement, unless the context otherwise requires:


 


	 	(a)	words
    importing the singular number include the plural number and vice versa;
	 	 	 
	 	(b)	words
    importing any gender include every gender;
	 	 	 
	 	(c)	where
    a particular word or a phrase is given a particular meaning in this Agreement, other parts of speech and grammatical forms of that
    word or phrase have corresponding meanings;
	 	 	 
	 	(d)	words
    importing persons include natural persons, partnerships, trusts, associations, and bodies corporate;
	 	 	 
	 	(e)	clause
    or sub-clause headings do not affect the interpretation or construction of this Agreement;
	 	 	 
	 	(f)	references
    to recitals, parts, clauses, or paragraphs by letter or number are references to recitals, parts, clauses, or paragraphs in this
    Agreement; and
	 	 	 
	 	(g)	a
    reference to any statute includes a reference to that statute as amended, modified or replaced and includes orders, ordinances, regulations,
    rules and by-laws under or pursuant to that statute.


 


	1.2	Definitions


 


In
this Agreement:


 


“Agreement”
means this employment agreement signed on 23 December 2019.


 


“Board”
means the Company’s Board of Directors as constituted from time to time.


 




    	1



     


    

 


“Complying
Superannuation Fund” has the meaning given in the Superannuation Guarantee (Administration) Act 1992 (Cth).


 


“Confidential
Information” means any and all information which at any time is in the knowledge, possession or control of:


 


	 	(a)	the
    Company; or
	 	 	 
	 	(b)	any
    subsidiary or employee or agent of the Company,



 


relating
to the business, operations or affairs of the Company, or any subsidiary of the Company, including, but not limited to, information relating
to:


 


	 	(c)	Intellectual
    Property;
	 	 	 
	 	(d)	technical
    details of work undertaken by the Company;
	 	 	 
	 	(e)	details
    of contracts, projects or work being undertaken by or involving the Company;
	 	 	 
	 	(f)	details
    of the Company’s internal management practices and procedures;
	 	 	 
	 	(g)	details
    of the Company’s finances;
	 	 	 
	 	(h)	details
    of products developed by the Company; and
	 	 	 
	 	(i)	details
    of the Company’s marketing strategies, customer information and sales databases, but does not include information which is
    lawfully in the public domain otherwise than as a result of a breach of this Agreement.


 


“Documents”
means software (including source code and object code versions), manuals, drawings, diagrams, graphs, charts, projections, specifications,
estimates, records, accounts, plans, formulae, designs, processes, supplier lists, price lists, customer lists, market research information,
correspondence, letters and papers of every description, including all copies of and extracts from any of the same.


 


“Duties”
means the duties described in clause 3 of this Agreement.


 


“Intellectual
Property” means


 


	 	(a)	the
    various rights and property conferred by statute, common law and equity in and in relation to patents of any kind, inventions, utility
    models, designs, copyright, trademarks, trade names, business names, corporate names, logos and get up, circuit layouts, know-how,
    trade secrets and confidential information and the right to have trade secrets and confidential information kept confidential and
    all other intellectual property rights as defined by Article 2 of the World Intellectual Property Organisation Convention of July
    1967;


 


and
includes


 


	 	(b)	all
    applications for registration, extension, renewal or otherwise in respect of the rights and property referred to in paragraph (a)
    of this definition; and
	 	 	 
	 	(c)	all
    rights of action in respect of the rights or property referred to in paragraph (a) of this definition.


 


“Policies”
means the Company’s policies, guidelines and rules as amended or discontinued from time to time and includes any new policies,
guidelines and rules the Company implements.


 




    	2



     


    

 


“Related
Body Corporate” has the meaning set out in section 50 of the Corporations Act (Cth) 2001.


 


“Remuneration”
means the amount described in Schedule 1.


 


“Salary”
means the amount described as “Salary” in Schedule 1.


 




	2.	Term


 


The
Executive’s employment will continue on an ongoing basis, unless terminated earlier in accordance with clause 22 of this Agreement.


 




	3.	Duties


 


	3.1	At
    all times, the Executive will:


 


	 	(a)	carry
    out the Duties listed in Schedule 2 of this Agreement and any other Duties the Company may, from time to time require;
	 	 	 
	 	(b)	discharge
    any responsibility the Company may allocate to him;
	 	 	 
	 	(c)	devote
    the whole of his time, attention and skill, during normal business hours and at such other times as reasonably necessary, to performing
    the Duties and to discharging all of his allocated responsibilities;
	 	 	 
	 	(d)	perform
    the Duties and discharge the allocated responsibilities, in a diligent, faithful and prudent manner;
	 	 	 
	 	(e)	behave,
    at all times, including outside work time, in a manner that is not inconsistent with:


 


	 	(i)	the
    protection and promotion of the Company’s business and good name;
	 	 	 
	 	(ii)	the
    performance of the Duties; or
	 	 	 
	 	(iii)	discharging
    the allocated responsibilities; and


 


	 	(f)	notify
    the Company of any information directly or indirectly relating to any business opportunity relevant to the Company as soon as practicable
    after becoming aware of such information.


 


	3.2	Without
    limiting the Executive’s Duties, during the employment the Executive must not:


 


	 	(a)	act
    in conflict with the Company’s best interests;
	 	 	 
	 	(b)	on
    discovery, allow a conflict between the Executive’s interests and the interests of the Company to continue; or
	 	 	 
	 	(c)	compete,
    or prepare to compete, with the Company;
	 	 	 
	 	(d)	in
    performing the Duties, accept any financial or other benefit except from the Company;
	 	 	 
	 	(e)	use
    internet, email or voicemail at the Company’s workplace for excessive personal use or to view or distribute offensive or illegal
    material; and
	 	 	 
	 	(f)	unlawfully
    discriminate, bully or sexually harass another person.



 





    	3



     


    

 


	4.	Location


 


The
Executive will be located at the Company’s office at 246A Churchill Avenue, Subiaco WA 6008. The Executive may be required to be
located at any other locations that are agreed to by the parties (except that the Executive’s agreement is not required if a new
location is in the Perth region). The Executive may be required to undertake domestic and international travel from time to time as required
to fulfil his responsibilities.


 




	5.	Hours
    and Days of Work


 


The
Executive’s hours of work are 38 hours per week plus reasonable additional hours that are necessary for the Executive to perform
the Duties and to discharge his allocated responsibilities with the required attention and skill.


 




	6.	Reporting
    and Supervision


 


The
Executive will report to the Managing Director of the Company.


 




	7.	Performance
    Review


 


	 	(a)	The
    Managing Director and Remuneration Committee will formally review the Executive’s performance each year.
	 	 	 
	 	(b)	The
    Executive’s performance will be measured against the Key Performance Indicators set out in Schedule 2, as updated from time
    to time.
	 	 	 
	 	(c)	The
    Managing Director shall inform the Executive of any concerns the Company has with his performance or conduct as soon as reasonable
    in the circumstances.



 



	8.	Policies


 


	 	(a)	The
    Company must make available to the Executive all Policies with which the Executive must comply with.
	 	 	 
	 	(b)	The
    Company may establish, amend, replace or delete any Policies at its sole discretion from time to time.
	 	 	 
	 	(c)	The
    Company must ensure that the Executive is informed about any amendments to the Policies or about any new or discontinued Policies.
	 	 	 
	 	(d)	The
    Executive agrees to comply with all Policies except that, if there is any inconsistency between the provisions of this Agreement
    and those Policies, then the provisions of this Agreement will prevail over the Policies to the extent of the inconsistency.
	 	 	 
	 	(e)	The
    parties acknowledge that the Policies do not form part of the Executive’s contract of employment with the Company.



 



	9.	Exclusive
    Service


 


The
Executive must not, without the Board’s prior written consent, in any capacity, either during or outside of work time, be engaged
or concerned or have any other interest for financial advantage that:


 


	 	(a)	competes
    with, conflicts with, or detracts from the business of the Company or the business of a Related Body Corporate; or


 




    	4



     


    

 


	 	(b)	interferes
    with:


 


	 	(i)	the
    proper performance of the Duties; or
	 	 	 
	 	(ii)	the
    proper discharge of the Executive’s allocated responsibilities.



 



	10.	External
    Directorships


 


	 	(a)	Subject
    to clause (b), the Executive warrants that the Executive will not be a board member of any entity other than the Company or a Related
    Body Corporate without written consent of the Board.
	 	 	 
	 	(b)	Where
    directed by the Board, the Executive may be the Company’s nominee on the board of entities other than the Company or a Related
    Body Corporate.
	 	 	 
	 	(c)	Apart
    from discretionary trusts and private superannuation funds, the Executive must not accept a directorship or similar positions with
    any entity other than the Company or a Related Body Corporate, without written consent of the Board.



 



	11.	Remuneration


 


	 	(a)	The
    Company shall pay the Executive the Remuneration set out in Schedule 1.
	 	 	 
	 	(b)	The
    Executive will be paid monthly into an account nominated by the Executive.
	 	 	 
	 	(c)	Subject
    to this Agreement, the Remuneration, benefits and any other entitlements provided or referred to in this Agreement are the entire
    consideration payable to the Executive and are compensation for all time worked to fulfil his obligations under this Agreement regardless
    of the number, distribution and timing of the hours of work.



 



	12.	Superannuation


 


	12.1	Company
    Contributions


 


	 	(a)	The
    Company will make the superannuation contributions described in Schedule 1 on behalf of the Executive and to the Executive’s
    account with a Complying Superannuation Fund. The superannuation contributions form part of the Executive’s Remuneration.
	 	 	 
	 	(b)	As
    at the date of this Agreement, the superannuation contributions described in Schedule 1 are in accordance with the contributions
    required by the Company to avoid a tax penalty or charge, pursuant to the Superannuation Guarantee (Administration) Act 1992 (Cth).
	 	 	 
	 	(c)	The
    Company will increase the amount of superannuation contributions as a component of the Executive’s Remuneration if necessary
    at any time to avoid a tax penalty or charge, pursuant to the Superannuation Guarantee (Administration) Act 1992 (Cth) but
    this obligation does not require the Company to increase the Executive’s total Remuneration.


 


	12.2	Executive
    May Make Contributions


 


The
Executive may from time to time request in writing that the Company deduct a sum of money from the Salary and remit it as the Executive’s
contributions to the trustees of a Complying Superannuation Fund nominated by the Executive to the extent permitted by law.


 




    	5



     


    

 


	13.	Expenses


 


Subject
to the production of documentary evidence sufficient to satisfy the Board of their authenticity and reasonableness, the Company will
reimburse the Executive for all reasonable expenses he incurs in performing the Duties and in discharging his responsibilities including:


 


	 	(a)	travel
    costs including fares, accommodation and meals;
	 	 	 
	 	(b)	mobile
    telephone charges;
	 	 	 
	 	(c)	mobile
    device and laptop;
	 	 	 
	 	(d)	membership
    of relevant professional organisations and associations as approved by the Board;
	 	 	 
	 	(e)	professional
    development or training activities; and
	 	 	 
	 	(f)	any
    other expenses properly incurred provided for in the Policies.



 



	14.	Annual
    Leave


 


The
Executive is entitled to 4 weeks’ paid annual leave per annum in accordance with and subject to the Fair Work Act 2009 (Cth).
If the Executive’s employment is terminated, then the Executive will be entitled to payment for any accumulated unused annual leave.


 




	15.	Long
    Service Leave


 


The
Executive is entitled to long service leave in accordance with and subject to the Long Service Leave Act 1958 (WA).


 




	16.	Personal
    Leave


 


	 	(a)	The
    Executive is entitled to 10 days’ paid personal leave per annum in accordance with and subject to the Fair Work Act 2009
    (Cth). Such personal leave is available if the Executive:


 


	 	(i)	is
    unable to attend work due to illness (sick leave); or
	 	 	 
	 	(ii)	is
    required to provide care or support to an immediate family member or other member of the Executive’s household due to their
    illness or unexpected emergency (carer’s leave).


 


	 	(b)	Unused
    personal leave is not paid out on the termination of employment.



 



	17.	Other
    leave


 


The
Executive is entitled to other forms of leave, including parental leave, compassionate leave, and community services leave, in accordance
with and subject to the Fair Work Act 2009 (Cth) and the Paid Parental Leave Act 2010 (Cth).


 




	18.	Public
    Holidays


 


The
Executive in entitled to Public Holidays in accordance with and subject to the Fair Work Act 2009 (Cth).


 






    	6



     


    

 


	19.	Confidentiality


 


	19.1	The
    Executive’s Acknowledgment


 


The
Executive acknowledges that:


 


	 	(a)	during
    his employment with the Company, the Executive will acquire Confidential Information; and
	 	 	 
	 	(b)	because
    of the importance to the Company of the Confidential Information, the Company wishes to protect the Confidential Information during
    the Executive’s employment and after the termination of the Executive’s employment with the Company; and
	 	 	 
	 	(c)	the
    Confidential Information has been and will be acquired by the Company at the Company’s initiative and expense; and
	 	 	 
	 	(d)	the
    Company has expended and will expend effort and money in establishing and maintaining employee skills and the Confidential Information.


 


	19.2	The
    Executive’s Obligations


 


The
Executive agrees that at all times during and after the termination of his employment, he will:


 


	 	(a)	keep
    the Confidential Information confidential; and
	 	 	 
	 	(b)	not
    use it for any purpose other than for the purpose of discharging his obligations to the Company under this Agreement.


 


	19.3	Confidentiality
    of Terms of Agreement


 


The
Company and the Executive must not disclose any of the provisions of this Agreement except:


 


	 	(a)	to
    comply with any applicable law, or any requirement of any regulatory body (including any relevant stock exchange);
	 	 	 
	 	(b)	to
    the extent necessary for either party to meet their obligations under this Agreement;
	 	 	 
	 	(c)	to
    enforce its rights or to defend any claim or action under this Agreement;
	 	 	 
	 	(d)	to
    a professional adviser, financial adviser, banker, financier or auditor if that person is obliged to keep the information confidential;
    or
	 	 	 
	 	(e)	if
    the information has come into the public domain through no fault of that party.



 



	20.	Intellectual
    Property


 


	 	(a)	The
    Executive acknowledges and agrees that the Company is the exclusive owner of all rights, titles and interests in the Documents created
    by him and all Intellectual Property in anything the Executive creates:
	 	 	 
	 	(b)	within
    the scope of his employment; or
	 	 	 
	 	(c)	using
    the Company’s facilities, resources or Confidential Information, notwithstanding that the creation of such Documents or Intellectual
    Property:


 


	 	(i)	is
    not within the scope of the Duties or functions;


 




    	7



     


    

 


	 	(ii)	is
    done by the Executive in his own time; or
	 	 	 
	 	(iii)	involved
    only partial use of the Company’s facilities, resources or Confidential Information; and


 


	 	(d)	for
    any of the Company’s customers or in relation to any of the Company’s contracts or projects, or for any purpose related
    to the Company’s business notwithstanding that the creation of such Documents or Intellectual Property:


 


	 	(i)	is
    not within the scope of the Duties;
	 	 	 
	 	(ii)	is
    done by the Executive in his own time; and
	 	 	 
	 	(iii)	does
    not involve the use of the Company’s facilities or resources.


 


	 	(e)	The
    Executive will, at the Company’s request, do all things necessary to evidence or convey to the Company, ownership of all Intellectual
    Property relating to anything he creates including, but without limitation to the foregoing, all assistance necessary or desirable
    to assist the Company to obtain registration of any rights in respect of the Intellectual Property. The Company must pay the Executive’s
    reasonable expenses associated with complying with this sub-clause.
	 	 	 
	 	(f)	The
    Executive hereby waives, to the fullest extent permissible by law, all moral rights the Executive may have in any copyright works
    or films made in the course of the Executive’s employment. Pursuant to sections 195AW(4) and 195AWA(4) of the Copyright
    Act 1968 (Cth), the Executive hereby consents and acknowledges that the Company may do all or any acts or omissions (whether
    occurring before or after this consent is given) in relation to all copyright works or films made by him, in the course of his employment.



 



	21.	Suspension


 


The
Company may suspend the Executive with full pay for up to 3 months while it investigates any concerns that it has in relation to his
performance or conduct.


 




	22.	Termination


 


	22.1	Termination
    by the Company


 


Subject
to clauses 22.3, the Company may terminate the Executive’s employment:


 


	 	(a)	Within
    the first 24 months of this Agreement by:


 


	 	(i)	giving
    12 months’ notice in writing; or
	 	 	 
	 	(ii)	giving
    to the Executive 6 months’ notice in writing if, by reason of the illness, injury or incapacity of the Executive:


 


	 	A.	the
    Executive is unable to perform the Duties for a total of 13 weeks in any 52 consecutive weeks; or
	 	 	 
	 	B.	the
    Executive becomes permanently incapable of performing the Duties.


 


	 	(b)	After
    the first 24 months of this Agreement and prior to 48 months of employment by:


 


		(i)	giving
                                            6 months’ notice in writing; or



 




    	8



     


    

 


	 	(ii)	giving
    to the Executive 4 months’ notice in writing if, by reason of the illness, injury or incapacity of the Executive:


 


	 	A.	the
    Executive is unable to perform the Duties for a total of 13 weeks in any 52 consecutive weeks; or
	 	 	 
	 	B.	the
    Executive becomes permanently incapable of performing the Duties.


 


	 	(c)	After
    the first 48 months of this Agreement by:


 


	 	(i)	giving
    3 months’ notice in writing; or
	 	 	 
	 	(ii)	giving
    to the Executive 2 months’ notice in writing if, by reason of the illness, injury or incapacity of the Executive:


 


	 	A.	the
    Executive is unable to perform the Duties for a total of 13 weeks in any 52 consecutive weeks; or


 


the
Executive becomes permanently incapable of performing the Duties.


 


	22.2	Termination
    by the Executive


 


The
Executive may terminate his employment by giving:


 


	 	(a)	12
    months’ notice in writing, if within the first 24 months of this Agreement or such shorter period of notice as may be agreed
    in writing by the Company.
	 	 	 
	 	(b)	6
    months’ notice in writing, if after the first 24 months of this agreement and prior to 48 months of employment, or such shorter
    period of notice as may be agreed in writing by the Company.
	 	 	 
	 	(c)	3
    months’ notice in writing, if after the first 48 months of this agreement or such shorter period of notice as may be agreed
    in writing by the Company.


 


	22.3	Company
    may pay in lieu


 


The
Company may satisfy the notice requirements in this clause by:


 


	 	(a)	paying
    the Executive an amount equivalent to the Base Salary which he would have earned for the whole notice period; or
	 	 	 
	 	(b)	giving
    part of the notice in writing, and by paying the Executive an amount equivalent to the Base Salary he would have earned during the
    balance of that notice period.


 


	22.4	Termination
    after notice given


 


After
either the Company or the Executive has given notice in accordance with clause 22.1, 22.2 or 22.3(b), the Company may at any time terminate
the employment by paying the Executive an amount equivalent to the Base Salary which the Executive would have earned during the balance
of the notice period.


 


	22.5	Employment
    during notice


 


If
notice is given to terminate the employment, then the Company may do all or any of the following:


 


		(a)	direct
                                            the Executive not to perform the Duties, or any of them, for part or all of the notice period;



 




    	9



     


    

 


	 	(b)	require
    the Executive to remain away from the Company’s premises; and
	 	 	 
	 	(c)	change
    the title of the Executive.


 


	22.6	Termination
    by the Company without notice


 


The
Company may terminate the employment at any time by the Company giving notice of dismissal with immediate effect to the Executive as
a result of:


 


	 	(a)	misconduct
    of the Executive;
	 	 	 
	 	(b)	wilful
    neglect in the discharge of the Duties or his allocated responsibilities;
	 	 	 
	 	(c)	serious
    or persistent breach of the provisions of this Agreement;
	 	 	 
	 	(d)	the
    Executive being charged with a criminal offence or civil penalty order which in the reasonable opinion of the Board brings the Company
    or a Related Body Corporate into disrepute;
	 	 	 
	 	(e)	the
    Executive becoming bankrupt or insolvent or making an arrangement with his creditors generally; or
	 	 	 
	 	(f)	the
    Executive becoming ineligible to hold office as a director of a company.


 


	22.7	Return
    of Property


 


	 	(a)	Upon
    the termination of the Executive’s employment (howsoever caused), the Executive will deliver immediately to the Company all
    Documents and property containing Confidential Information and Intellectual Property, and all other property belonging to the Company,
    which is in the Executive’s possession or under the Executive’s control.
	 	 	 
	 	(b)	The
    Company may require the Executive to provide a written declaration on oath that the Executive has complied with this sub-clause,
    and the Executive agrees that the Company may withhold any monies owing to the Executive unless and until the Executive complies
    with this request.


 


	22.8	Set-off


 


On
termination of the Executive’s employment, the Company may deduct and retain any money owing by the Executive to the Company, from
any amounts due by the Company to the Executive including for Remuneration or accrued leave entitlements to the extent permitted by law.


 


	22.9	No
    Prejudice to Rights


 


The
termination of the Executive’s employment does not prejudice any rights or remedies already accrued to either party under, or in
respect of, any breach of this Agreement.


 




	23.	Redundancy


 


Should
the Executive’s employment terminate for reasons of redundancy, the Executive will be entitled to redundancy pay in accordance
with the applicable minimum redundancy entitlement contained within the National Employment Standards of the Fair Work Act 2009
(Cth).


 




	24.	Resignation
    from Other Offices


 


	 	(a)	On
    termination of the Executive’s employment (howsoever caused) the Executive will forthwith resign, without claim for compensation,
    from any office (including that of director) that the Executive holds within, or on behalf of, the Company or a Related Body Corporate.


 




    	10



     


    

 


	 	(b)	If
    the Executive fails to resign as required by sub-clause 24(a), he irrevocably authorises the Company to appoint another person in
    the Executive’s name and on the Executive’s behalf to execute all documents and to do all things necessary to give effect
    to those resignations.



 



	25.	Restraint
    of Trade


 


	25.1	Definitions


 


In
this clause:


 


	 	(a)	“Restraint
    Area” means Western Australia;
	 	 	 
	 	(b)	“Restraint
    Period” means 3 months following the termination of the Executive’s employment with the Company (howsoever caused);
    and
	 	 	 
	 	(c)	“Business”
    means the business of the Company.


 


	25.2	Restraint


 


During
the Restraint Period, the Executive must not, in the Restraint Area:


 


	 	(a)	solicit
    or compete for the custom of, or accept business from, any person who was a customer of the Company at any time during the 6 months
    immediately preceding the termination of the Executive’s employment with the Company for a business that is the same or similar
    to the Business of the Company;
	 	 	 
	 	(b)	solicit
    or endeavour to obtain the services of any professional person (either directly or indirectly) who was an employee, consultant or
    contractor of the Company at any time during the 3 months immediately preceding the termination of the Executive’s employment
    with the Company; or
	 	 	 
	 	(c)	engage
    in, be involved in or be associated with, or prepare to engage in, be involved in or be associated with, a business competing with
    the Business of the Company in the capacity of a principal, agent, director, employee, partner, majority shareholder or unit holder,
    joint venturer, trustee, beneficiary, contractor, advisor, consultant or in any other capacity.


 


	25.3	Account


 


The
Company is beneficially entitled to any benefits which the Executive obtains as a result of breaching this clause and must account to
the Company for those benefits.


 


	25.4	Acknowledgement


 


Each
of the covenants and restraints in this clause constitutes an independent covenant and restraint separate in all respects from each of
the other covenants and restraints notwithstanding the manner in which they or any of them are linked together or are grouped grammatically,
and the invalidity of any one or more covenant or restraint shall not invalidate the other covenants or restraints. The Executive acknowledges
that the covenants in respect of restraint of trade contained in this clause are:


 


	 	(a)	reasonable
    as to duration, type of activity and geographical area;


 




    	11



     


    

 


	 	(b)	reasonable
    and necessary to protect the proprietary and commercial interests of the Company;
	 	 	 
	 	(c)	commensurate
    with the consideration the Executive will receive under this agreement; and
	 	 	 
	 	(d)	the
    Company is relying upon this acknowledgement in entering into this Agreement.


 


	25.5	Evidence
    of Compliance


 


The
Company may require the Executive to provide a written declaration by the Executive on oath, or any evidence relevant in the circumstances,
confirming to its satisfaction that he is not in breach of his obligations under this clause.


 




	26.	Medical
    Tests


 


	 	(a)	The
    Company may require the Executive to submit to a medical examination or test by its choice of medical practitioners for the purpose
    of determining if:


 


	 	(i)	the
    conditions of clause Error! Reference source not found. and Error! Reference source not found. are satisfied; or
	 	 	 
	 	(ii)	for
    any other reason relevant to his employment with the Company.


 


	 	(b)	The
    Executive must authorise the examining medical practitioner to provide the Company with a report setting out the results of any examination
    or test, and to answer any questions the Company may put to them in relation to the examination, test or report. Once the medical
    practitioner has been so authorised, the Executive must not revoke or restrict that authority.



 



	27.	Insurance


 


The
Company agrees that the Executive will have the benefit of the Company’s directors’ and officers’ insurance, which
insurance must:


 


	 	(a)	apply
    to the Executive from the commencement of employment and thereafter continuously until the period expiring seven years after termination
    of employment;
	 	 	 
	 	(b)	apply
    to the Executive in connection with the employment;
	 	 	 
	 	(c)	apply
    to the Executive in connection with all positions the Employee holds on the Board; and
	 	 	 
	 	(d)	indemnify
    the Executive against all actual legal costs and all liabilities in connection with claims, demands, liabilities, judgments, orders
    and costs against the Executive.



 



	28.	Compliance


 


	 	(a)	The
    exercise of or compliance with any discretion, right or obligation pursuant to this Agreement are subject to:


 


	 	(i)	compliance
    with all applicable laws;
	 	 	 
	 	(ii)	compliance
    with the Constitution of the Company and, if applicable, the Listing Rules of the Australian Stock Exchange; and
	 	 	 
	 	(iii)	the
    approval of the shareholders of the Company where such approval is required.


 




    	12



     


    

 


	 	(b)	If
    approval of the shareholders of the Company is required before a payment may be made to the Executive, then the Company must ensure
    that the approval of the shareholders is sought unless the Executive agrees otherwise.
	 	 	 
	 	(c)	If
    the aggregate of any amounts payable pursuant to this Agreement that are subject to section 200B of the Corporations Act 2001
    (Cth) (Termination Benefit) would, at the time for payment, exceed the amount that is permitted pursuant to any applicable
    exemption from section 200B and shareholder approval is not obtained, then the Termination Benefit will be reduced to the greatest
    amount that may then be payable without shareholder approval and that reduced amount must be paid by the Company to the Executive.



 



	29.	General


 


	29.1	Survival
    of Terms


 


Any
provisions of this Agreement which are expressed to operate after the termination of this Agreement will survive the termination of this
Agreement (howsoever caused) and shall be without prejudice to any right of action already accrued to either party in respect of any
breach of this Agreement by the other party.


 


	29.2	Proper
    Law and Jurisdiction


 


This
Agreement is governed by and interpreted in accordance with the laws of the state of Western Australia and the Commonwealth of Australia
and the parties submit to the exclusive jurisdiction of the courts of Western Australia and the Commonwealth of Australia.


 


	29.3	Prior
    Agreements


 


This
Agreement constitutes the entire agreement between the parties and supersedes and cancels all prior representations, warranties, agreements,
contractual terms, covenants and guarantees.


 


	29.4	Release
    from prior arrangements


 


The
parties each release the other from all proceedings, claims, demands, costs and other liabilities of any nature in connection with the
contractual arrangements applying between them prior to this Agreement.


 


	29.5	Waiver


 


No
waiver of any breach of any term of this Agreement will be effective unless that waiver is in writing, and no waiver of any breach will
be, or be deemed to be, a waiver of any other or subsequent breach.


 


	29.6	Severance


 


If
any terms or conditions of this Agreement are void, or become voidable or unenforceable, by reason of any statute or rule of law, then
that term or condition shall be severed from this Agreement without affecting the enforceability of the remaining terms and conditions.


 


	29.7	Variation


 


Except
as provided in this Agreement, this Agreement may only be varied by agreement in writing.


 




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	30.	Warranties


 


	30.1	Warranties
    by the Executive


 


The
Executive warrants:


 


	 	(a)	that
    the Executive has disclosed to the Company all information about any possible restrictions on the Executive from performing the Duties;
	 	 	 
	 	(b)	other
    than what the Executive has disclosed to the Company, that the Executive is not restricted from performing the Duties in connection
    with a restrictive covenant or other non-competition obligation owed to anyone, or a restriction imposed on the Executive concerning
    the use of any information or the intellectual property rights of anyone;
	 	 	 
	 	(c)	that
    the credentials and information provided by the Executive to the Company (or to the Company’s agent) in connection with the
    Executive’s qualifications and ability to perform the duties pursuant to this Agreement are true and correct; and
	 	 	 
	 	(d)	other
    than what the Executive has disclosed to the Company, that prior to accepting employment, the Executive has not suffered from an
    occupational disease in any trade, industry or process.


 


	30.2	Warranties
    by Company


 


The
Company warrants that other than as disclosed in this Agreement:


 


	 	(a)	it
    has obtained all approvals, including all necessary Board approvals required pursuant to this Agreement; and
	 	 	 
	 	(b)	no
    obligations interfere with the Company’s ability to enter into this Agreement.



 



	31.	Acknowledgement


 


The
Executive acknowledges that he has read and understands the conditions of employment detailed in this Agreement and accepts employment
with the Company on those terms.


 




    	14



     


    

 


Schedule
1 – Remuneration


 


	FIXED REMUNERATION:	 	$	219,000
                                            per annum	 
	Made up as:	 	 	 	 
	Base Salary:	 	$	200,000
                                       per annum	 
	Superannuation:

	 	$	19,000
                                            per annum
 (at
                                            9.5% of base salary)
	 



 


SHORT
TERM INCENTIVE PLAN


 


FY2021


 


	%
    Gross Revenue Target	 	 	$
    Gross Revenue Target	 	 	%
    Increase to Base Salary (New Base Salary)	 	 	Cash
    Bonus 
(% of New Base Salary)	 
	 	100	%	 	$	5,000,000	 	 	 	10	%	 	 	0	%
	 	105	%	 	$	5,250,000	 	 	 	10	%	 	 	0	%
	 	110	%	 	$	5,500,000	 	 	 	10	%	 	 	0	%
	 	115	%	 	$	5,750,000	 	 	 	10	%	 	 	0	%
	 	120	%	 	$	6,000,000	 	 	 	10	%	 	 	0	%
	 	125	%	 	$	6,250,000	 	 	 	10	%	 	 	0	%



 


FY2022


 


	%
    Gross Revenue Target	 	 	$
    Gross Revenue Target	 	 	%
    Increase to Base Salary	 	 	Cash
    Bonus 
(% of New Base Salary)	 
	 	100	%	 	$	10,000,000	 	 	 	15	%	 	 	25	%
	 	105	%	 	$	10,500,000	 	 	 	15	%	 	 	30	%
	 	110	%	 	$	11,000,000	 	 	 	15	%	 	 	35	%
	 	115	%	 	$	11,500,000	 	 	 	15	%	 	 	40	%
	 	120	%	 	$	12,000,000	 	 	 	15	%	 	 	45	%
	 	125	%	 	$	12,500,000	 	 	 	15	%	 	 	50	%



 


FY2023


 


	%
    Gross Revenue Target	 	 	$
    Gross Revenue Target	 	 	%
    Increase to Base Salary	 	 	Cash
    Bonus 
(% of New Base Salary)	 
	 	100	%	 	$	20,000,000	 	 	 	15	%	 	 	25	%
	 	105	%	 	$	21,000,000	 	 	 	15	%	 	 	30	%
	 	110	%	 	$	22,000,000	 	 	 	15	%	 	 	35	%
	 	115	%	 	$	23,000,000	 	 	 	15	%	 	 	40	%
	 	120	%	 	$	24,000,000	 	 	 	15	%	 	 	45	%
	 	125	%	 	$	25,000,000	 	 	 	15	%	 	 	50	%



 


Note:
In the event the Executive is terminated in accordance with clause 22.1 or 22.2, notwithstanding such termination, if Targets are ultimately
met for the financial year during which the termination occurred, the Executive shall be entitled to receive a Cash Bonus that is prorated
for the number of days the Executive was employed during that financial year.


 




    	15



     


    

 


Schedule
2 - Duties and Position Description - includes Key Performance Indicators


 


PURPOSE
OF THE POSITION:


 


	●	Safeguard
    the integrity of financial outcomes of the Company;
	●	Lead,
    plan and manage the financial strategy of the Company to maximise overall profitability;
	●	Manage
    the full range of financial and business services including: accounting, taxation, audit, external reporting, treasury and administrative
    functions of the Company;
	●	Design,
    implement and monitor processes and procedures to ensure efficiencies within the corporate structure; and
	●	Participate
    in and provide support to the Company’s Board and Executive team.


 


POSITION
SPECIFIC AND TECHNICAL REQUIREMENTS:


 


Planning
of Financial Operations


 


	●	Proactively
    and creatively determine the most appropriate approach for serving the Company’s financial needs;
	●	Lead
    the planning of the Company’s financial activities including budgeting, reporting, forecasting, performance measurement, compliance/audit,
    business planning, systems planning and implementation and economic evaluation;
	●	Review
    financial performance and make commentary on corrective action to improve performance where required; and
	●	Regularly
    review financial management systems to ensure the most appropriate technological support for financial management practices.


 


Financial
Advising and Reporting


 


	●	Provide
    the Board, Audit Committee and Executive with high level strategic advice and reports in relation to commercial matters including
    profit and loss outcomes, balance sheet management, cash flow management, debt performance, taxation and major capital investment
    evaluation;
	●	Oversee
    the development and implementation of up-to-date financial accounting and reporting systems;
	●	Ensure
    that financial reports are based on a sound system of risk management and internal controls; and
	●	Enhance
    management understanding of financial issues by assisting them to link financial and operational information for decision-making
    purposes.


 


Organisational
Strategic Planning


 


	●	Assist
    the MD in the Company’s strategic planning processes including the development, implementation and reporting of business/strategic
    plans; and
	●	Develop
    in conjunction with the Board and Executive Team, appropriate Company key performance indicators that link both quantitative and
    qualitative indicators to the outcomes of the organisation.


 


Corporations
Law, Listing Rules, Financial and Taxation Compliance


 


	●	Ensure
    obligations under Corporations Act, Listing Rules, Taxation Legislation and Australian Accounting Standards are met;
	●	Review
    financial reports to ensure that the information is endorsed as to its completeness, reliability and accuracy;
	●	Ensure
    the Company achieves its statutory compliance obligations in respect of financial reporting and disclosure; and
	●	Understand
    the implications of changes to statutory financial and taxation requirements to the Company, communicate this effectively to the
    Managing Director and Board and implements necessary Company policies to comply with change.


 




    	16



     


    

 


Economic
Evaluation


 


	●	Direct
    the economic and financial evaluation of new business and capital investment initiatives in conjunction with the Executive Team;
    and
	●	Ensure
    the Managing Director, Board and Executive Team are provided with appropriate information and analysis to enable informed decisions
    on capital investments to be made.


 


Institutional
and Stakeholder Relations


 


	●	Involvement
    in investor and broker presentations are required; and
	●	Maintain
    effective and productive networks for the benefit of the Company.


 


Leadership
and People Management


 


	●	Promote
    a culture whereby all staff and service providers work collaboratively to achieve Moboom’s corporate objectives;
	●	Proactive,
    supportive and effective management of resources;
	●	Timely
    completion of performance appraisals and setting of KPIs; and
	●	Inspire
    the team to achieve goals and performance objectives and drive team engagement.


 




    	17



     


    

 


Executed
by the parties as an agreement.


 


	Signed
    on behalf and with the authority of 

    Moboom Limited (ACN 136 737 767)	 	 	 
	 	 	 	 
	Gavin
    Burnett	 	 	 
	Name
                                            of Authorised Company Signatory

    
	 	 	Signature
	 	 	 	 
	CEO	 	 	 
	Office
    (Director, Secretary) or Position	 	 	 


 


	Signed
                                            by Melvin Tan

                                            


     
	 	 	 

     

	 	Signature


 


	In
    the presence of:	 
	 	 
	Witness
    Signature:	 
	 	 
	Witness
    Name:	 
	 	 
	Witness
    Address:	 


 




    	18