Exhibit
10.15


 


Pursuant
to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because
it is both (i) not material and (ii) would be competitively harmful if publicly disclosed


 


Executive
Service Agreement


 


Gelteq
Pty Ltd


 


and


 


Neale
Java


 




    


     


    

 


Table
of Contents


 





	1.	Parties	1
	2.	Purpose and Intent	1
	3.	Definitions and interpretation	1
	4.	Appointment	5
	5.	Executive’s duties	5
	6.	Location and Travel	6
	7.	Total Remuneration Cost	7
	8.	Company Property	8
	9.	Superannuation	8
	10.	Other entitlements	9
	11.	Annual Leave	9
	12.	Personal Leave	10
	13.	Compassionate Leave	11
	14.	Parental Leave	11
	15.	Community Service Leave  	11
	16.	Jury Service	11
	17.	Long Service Leave	11
	18.	Public Holidays	11
	19.	National Employment Standards	12
	20.	Intellectual Property	12
	21.	Moral rights	12
	22.	Media contact	13
	23.	Warranties	13
	24.	Confidentiality	13
	25.	Exclusive Employment and Restraint  	14
	26.	Termination	16
	27.	Assignment	18
	28.	Amendment	18
	29.	Waiver	19
	30.	Approval or consent	19
	31.	Counterparts	19
	32.	Additional obligations	19
	33.	Operation and Severability  	19
	34.	Further Steps	19
	35.	Entire agreement	19
	36.	Governing law and jurisdiction  	19
	Signing Page	20


 




    i


     


    

 


Dated:
6 April 2022


 


	1.	Parties



 


Gelteq
Pty Ltd (Company)


Level 7, 612-616 St Kilda Road,


Melbourne
VIC 3004


 


and


 


Neale
Java (Executive)


[*****]


 


	2.	Purpose
                                            and Intent



 


The
Executive is employed by the Company to perform the role set out in Item 1 of the Schedule (Position).


 


The
Company and the Executive have agreed to enter into this agreement to set out the terms and conditions of the Executive’s
employment.


 


The
parties agree:


 


	3.	Definitions
                                            and interpretation



 


		3.1	Definitions



 


In
this agreement:


 


Associated
Entity has the meaning given in section 50AAA of the Corporations Act.


 


Board
means the Board of Directors of the Company as constituted from time to time.


 


Business
means the business carried on by the Company, namely the business of developing and commercializing white label gel-based delivery
solutions for prescription drugs, nutraceuticals, pet care and other products.





 






    1


     


    

 


Business
Day means a working-week day, i.e. a day that is not a Saturday, Sunday or public holiday in the State where the Executive is based.


 


CEO
means the Chief Executive Officer of the Company.


 


Client
means:


 


		(a)	any
                                            client of the Company with whom the Executive had direct business dealings during



the
last 12 months of the Executive’s employment;


 


		(b)	a
                                            prospective client with whom the Company has held discussions, with a view to securing its
                                            business, and with whom the Executive had direct business dealings during the last 6 months
                                            of the Executive’s employment.



 


Commencement
Date means the date set out in Item 2 of the Schedule or any other date that the parties agree in writing.


 


Company
may also refer to the Group or a member of the Group.


 


Confidential
Information means all Information designated as confidential by the Company and disclosed to or acquired by the Executive before
or after the date of this agreement, whether by oral, written or electronic means, but does not include Information that:


 


		(a)	the
                                            Executive can prove was in their lawful possession before the Company had any dealings with
                                            the Executive or was independently generated by the Executive or on their own behalf;



 


		(b)	is
                                            in the public domain, otherwise than as a result of a breach of obligation of confidentiality
                                            owed to the Company; or



 


		(c)	was
                                            legally and properly obtained by the Executive from any other source without restriction
                                            on further disclosure.



 


Corporations
Act means the Corporations Act 2001 (Cth).


 


Documentation
means any document or material regardless of the form that contains, refers to or stores Information.


 


Duties
includes the duties and responsibilities of the Position as set out in Item 3 of the Schedule or as determined by the Company
from time to time.


 


Engage
in or engaged means to participate, assist or otherwise be directly or indirectly involved, concerned or interested as a corporate
member, shareholder, unit holder, director, consultant, adviser, contractor, principal, agent, manager, executive, beneficiary, partner,
practitioner, associate trustee, investor, financier, fiduciary or in any other capacity.


 


FBT means
Fringe Benefits Tax imposed under the Fringe Benefits Tax Assessment Act 1986 (Cth) as in place from time to time.


 






    2


     


    

 


Group
means:


 


		(a)	the
                                            Company;
	 	 	 



		(b)	any
                                            Related Body Corporate or Associated Entity of the Company; and



 


		(c)	any
                                            entity in which the Company or any of its Related Bodies Corporate has a direct or indirect
                                            interest (including through a trusteeship).



 


Information
means information regardless of form relating to or developed in connection with the Company, the Group or the Business including
financial affairs, projections, forecasts, accounts, prospects, strategies, business plans, processes and system functionality, operations,
inventory, assets, liabilities, market intelligence, customers, employees, suppliers, contracts, products and sales information.


 


Immediate
Family means:


 


		(a)	the
                                            spouse (including former spouse), de facto partner (including former de facto partner), child,
                                            parent, grandparent, grandchild or sibling of the Executive; or



 


		(b)	the
                                            child, parent, grandparent, grandchild or sibling of the spouse or de facto partner of the
                                            Executive.



 


Intellectual
Property includes trademarks, copyright, patents, designs, whether existing now or in the future and whether or not registered or
registrable and includes any rights subsisting in or relating to trade secrets, know how, inventions, discoveries, geographical indications
of origin, circuit layouts, programming tools, object code, source code, methods, techniques, formulae, algorithms, modules, libraries
and databases and includes the right to apply for the registration or grant of any intellectual property.


 


LTI
means Long Term Incentive


 


National
Employment Standards means the minimum employment terms and conditions contained in Part 2-2 of the Fair Work Act 2009 (Cth).


 


Personnel
means:


 


		(a)	any
                                            consultant or contractor to the Company with whom the Executive had business dealings
during the last 12 months of the Executive’s employment;






 


		(b)	any
                                            employee of the Company with whom the Executive had business dealings during the
last 12 months of the Executive’s employment.






 


Related
Body Corporate has the meaning given in section 50 of the Corporations Act.


 


Restraint
Area means the area of:


 


		(a)	Australia
                                            and New Zealand;



 


		(b)	Australia;



 


		(c)	each
                                            State and Territory in Australia in which the Executive had business dealings regarding the
                                            Company during the last 12 months of his employment;



 


		(d)	the
                                            State where the Executive was based as at the date of cessation of his employment;
	 	 	 



		(e)	a
                                            radius of 50km from the location at which the Executive was based as at the date of cessation
                                            of his employment.



 






    3


     


    

 


Restraint
Period means the period from the date of this agreement until:


 


		(a)	18
                                            months after the cessation of the Executive’s employment;



 


		(b)	12
                                            months after the cessation of the Executive’s employment;



 


		(c)	6
                                            months after the cessation of the Executive’s employment;



 


		(d)	3
                                            months after the cessation of the Executive’s employment.



 


Restricted
Business means any business, company, firm, entity or endeavour that substantially competes with, or is engaged in activities that
are the same as, or similar to, the activities of the Company, the Business or a Group Company.


 


Salary
means the principal cash component of the Total Remuneration Cost which is regularly paid to the Executive under this agreement.


 


Similar
Role means any of the following:


 


		(a)	Chief
                                            Financial Officer;



 


		(b)	a
                                            role, the performance of which involves business dealings with a Client or a Supplier;



 


		(c)	a
                                            role, the performance of which involves dealing with information which is the same as, or
                                            similar to, the Confidential Information;



 


		(d)	a
                                            role which is the same as, or similar to, the Position.



 


Supplier
means:


 


		(a)	any
                                            supplier to the Company with whom the Executive had direct business dealings during
the last 12 months of the Executive’s employment;






 


		(b)	a
                                            prospective supplier with whom the Company has held discussions, with a view to securing
                                            a business relationship, and with whom the Executive had direct business dealings during
                                            the last 6 months of the Executive’s employment.



 


STI
means Short Term Incentive


 


Total
Remuneration Cost (TRC) means the annual rate of regular or fixed salary, superannuation contribution and other benefits paid
to the Executive under this agreement, as set out in Item 4 of the Schedule. Where the Company incurs a Fringe Benefits Tax liability
in relation to benefits provided to the Executive, that Fringe Benefits Tax forms part of the TRC.


 


Works
means any literary or artistic work or other subject matter protected under the Copyright Act 1968 (Cth).


 






    4


     


    

 


		3.2	Interpretation






 


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


 


Further,
unless the context otherwise requires:


 


		(a)	the
                                            singular includes the plural and vice versa;



 


		(b)	a
                                            gender includes the other gender;



 


		(c)	if
                                            a word or phrase is defined, its other grammatical forms have a corresponding meaning;



 


		(d)	the
                                            meaning of general words is not limited by specific examples introduced by ‘i.e.’,
                                            ‘includes’, ‘including’, ‘for example’, ‘such as’
                                            or similar expressions.



 


		(e)	a
                                            reference to a document, including this agreement, is to the document or instrument as amended,
                                            varied, novated, supplemented or replaced from time to time;



 


		(f)	a
                                            party includes the party’s successors and permitted transferees and assigns and if
                                            a party is an individual, includes executors and personal legal representatives;



 


		(g)	a
                                            reference to a person includes an individual, a partnership, a corporation or other corporate
                                            body, a joint venture, a firm, a trust, an association (whether incorporated or not), a government
                                            and a statutory authority or agency;



 


		(h)	a
                                            reference to a statute, code or other law includes any regulations and other instruments
                                            under them and consolidations, amendments, re-enactments or replacements of any of them;



 


		(i)	all
                                            monetary amounts are in Australian dollars, unless otherwise stated and a reference to payment
                                            means payment in Australian dollars; and



 


		(j)	if
                                            the day on or by which something must be done is not a Business Day, that thing must be done
                                            on the next Business Day.



 


	4.	Appointment



 


The
Company has appointed the Executive to the Position with responsibility for the Duties and will continue to employ the Executive until
whenever the Executive’s employment is terminated under clause 26 of this agreement.


 


	5.	Executive’s
                                            duties



 


		5.1	Executive’s
obligations



 


The
Executive must:


 


		(a)	undertake
                                            the Duties;



 


		(b)	exercise
                                            the powers, authorities and discretions appropriate to the roles and responsibilities that
                                            the Company, CEO, or the Board may from time to time delegate, including working in any additional
                                            capacities or working within another organisation in the Group;
	 	 	 



		(c)	conform
                                            to, observe and comply with the directions, restrictions and regulations of the Company made,
                                            given or authorised by the Board from time to time;



 






    5


     


    

 


		(d)	faithfully
                                            serve the Company and use their best endeavours to promote the interests and reputation of
                                            the Company and the Group;



 


		(e)	devote
                                            the whole of their time and abilities during normal working hours and other times as may
                                            be reasonably necessary for the proper performance of the Duties;



 


		(f)	comply
                                            with the Company’s policies and procedures, including policies relating to occupational
                                            health and safety, email/internet use, diversity and equal opportunity, sexual harassment
                                            and anti-discrimination, as communicated by the Company from time to time. Notwithstanding,
                                            the Company’s policies and procedures do not form part of this agreement;



 


		(g)	comply
                                            with those policies and procedures of third parties that the Company is bound to comply with
                                            as communicated by the Company from time to time;



 


		(h)	not,
                                            without prior written consent of the Company, accept any appointment as a director or other
                                            officer of any company, committee or not-for-profit organisation; and



 


		(i)	comply
                                            with all legal obligations to the Company that arise under the Corporations Act, common law
                                            and any other relevant legislation, ministerial directions and standards issued by government
                                            or other relevant authority that applies to the Company.



 


		5.2	Reporting



 


The
Executive will report directly to both the CEO and President.


 


		5.3	Hours



 


The
Executive’s ordinary hours of work will be 38 hours per week to be performed during the Company’s usual office hours, plus
any reasonable additional hours necessary for the Executive to properly perform the Duties.


 


		5.4	Continuing
                                            Employment



 


The
employment of the Executive by the Company will continue to be subject to the terms and conditions of this Agreement, unless varied or
replaced by an agreement in writing, despite any changes to the Position, Duties or Location.


 


	6.	Location
                                            and Travel



 


		6.1	Location



 


The
Executive’s principal place of work is set out in Item 5 of the Schedule or any other location as determined by the Company
from time to time.


 


		6.2	Travel



 


		(a)	The
                                            Executive may be required to undertake reasonable travel both interstate and overseas in
                                            order to complete the Duties. The Executive must not refuse a reasonable obligation or request
                                            to travel.
	 	 	 



		(b)	Travel
                                            and accommodation arrangements made by the Executive are subject to approval by the CEO.



 






    6


     


    

 


	7.	Total
Remuneration Cost



 


		7.1	Total
Remuneration Cost



 


		(a)	The
                                            Company will provide the Executive with the benefits outlined in Item 4 of the Schedule.
                                            These benefits constitute the Total Remuneration Cost (TRC).



 


		(b)	The
                                            Company will pay the Executive the Salary component of the TRC fortnightly in arrears into
                                            a bank account nominated by the Executive.



 


		(c)	The
                                            TRC includes all payments and benefits that the Company is legally obliged to provide, including
                                            the minimum statutory superannuation guarantee contribution.



 


		7.2	High
income guarantee



 


In
accordance with section 330 of the Fair Work Act 2009 (Cth) (FW Act), this agreement constitutes an undertaking by the
Company to pay the Executive a guarantee of annual earnings. As a result of this undertaking, if at any time the Executive’s employment
becomes covered by a modern award, that modern award will not apply to the Executive for the period when the Executive’s TRC (less
superannuation) exceeds the high income threshold.


 


		7.3	TRC
includes benefits



 


To
the extent permitted by law, if any award or statutory entitlement requires the Company to provide the Executive with any benefit (including
payment for each hour worked, annual leave loading, pay period specifications, overtime and/or penalty rates, allowances or other applicable
conditions under any legislation, award, enterprise agreement or other industrial instrument) including superannuation, the Executive
agrees that:


 


		(a)	the
                                            TRC is specifically set off against, applied to and absorbs that benefit;



 


		(b)	that
                                            benefit forms part of the TRC;



 


		(c)	the
                                            TRC will not change; and



 


		(d)	without
                                            reducing the TRC, the Company may vary the Salary to incorporate that benefit.



 


		7.4	TRC
                                            includes hourly rate



 


The
Executive acknowledges that the Salary component of the TRC includes an hourly rate of pay for each hour worked, including reasonable
additional hours, that is equivalent to the necessary statutory minimum, and that it adequately compensates the Executive for all hours
worked.


 


		7.5	Structure
                                            of the TRC



 


The
Executive may structure the TRC by agreement with the Company, including being able to salary-sacrifice an amount of salary, provided
that the total cost to the Company of the TRC, inclusive of FBT, remains the same.


 






    7


     


    

 


		7.6	Fringe
                                            Benefits Tax



 


The
Executive agrees that any FBT payable by the Company in relation to the Executive’s TRC will be deducted from any cash amounts
to be paid to the Executive under the TRC.


 


		7.7	Salary
                                            reviews



 


The
Company will review the TRC, usually on an annual basis. There is no guarantee that the TRC will be increased.


 


		7.8	Performance
                                            reviews



 


The
Company will formally review the Executive’s performance annually based on criteria


agreed
between the Executive and the Company.


 


	8.	Company
Property



 


		(a)	The
                                            Executive is required to take all reasonable care for the use of Company property (including
                                            but not limited to computers, motor vehicles, phones, cameras and books) and to protect any
                                            Company property in the Executive’s care.



 


		(b)	If
                                            Company property is lost, damaged or stolen due to careless or irresponsible actions of the
                                            Executive, the Executive will be responsible for the costs of replacement or repair of the
                                            property.



 


	9.	Superannuation



 


		9.1	Company
                                            superannuation contributions



 


The
Company will pay on the Executive’s behalf any superannuation contributions required to be paid under the Superannuation Guarantee
Charge Act 1992 (Cth), the Superannuation Guarantee (Administration) Act 1992 (Cth) or any other Acts, Regulations or Ordinances
that govern the payment of superannuation contributions for the Executive for the Executive up to the maximum contribution base. These
superannuation contributions form part of the TRC and will be based on the Salary.


 


		9.2	Executive
                                            superannuation contributions



 


Under
clause 7.5, the Executive may make further individual superannuation contributions in addition to the superannuation contributions the
Company will make on behalf of the Executive.


 


		9.3	Superannuation
                                            scheme



 


Superannuation
contributions for or by the Executive will be paid to a superannuation fund nominated by the Executive.


 


If
the Executive does not nominate a fund, the Company will check the Australian Taxation Office records for the Executive’s most
recently selected superannuation fund (known as a “stapled fund”) and superannuation contributions will be paid into that
fund if permitted, until the Executive nominates otherwise. If the Executive does not nominate a fund, and there is no stapled fund,
superannuation contributions will be paid to an eligible choice fund nominated by the Company.


 




    8


     


    

 


	10.	Other
entitlements



 


		10.1	Reimbursement
of expenses



 


Following
the production of appropriate receipts, the Company will reimburse the Executive for any reasonable travelling, accommodation and general
expenses that the Executive incurs in performing the Duties, in accordance with the Company’s policies.


 


		10.2	Short
                                            Term Incentive Scheme



 


		a)	The
                                            Executive will be eligible to a discretionary STI, the details are as per Item 6 of the Schedule.



 


		b)	In
                                            exercising its discretion pursuant to clause 10.2 a), the Board may, amongst other matters,
                                            take into account the Executive's performance in relation to key performance indicators established
                                            annually in consultation with the Executive and the Company’s performance. The decision
                                            of the Board as to whether, and the extent to which, key performance indicators have been
                                            met by the Executive is final and conclusive.



 


		c)	The
                                            Executive will be eligible to receive the STI benefit under this clause and Item 6 of the
                                            Schedule only if they are in the employ of the Company at the time the payment is made. The
                                            STI will not be paid on a pro-rata basis, unless otherwise agreed.



 


		10.3	Long
                                            Term Incentive Scheme



 


The
Executive will be eligible to participate in the Company’s LTI Scheme, as per terms of the LTI Scheme and this clause. The Executive
will be granted a total of $500,000AUD of shares, subject to the terms of the LTI Scheme as follows:


 


		a)	$250,000AUD
                                            to be granted after 9 months of continuous service by the Executive with the Company from
                                            the Commencement Date based on the listing price at the time. In the event the Company is
                                            not a publicly trading company on an international exchange (for example NASDAQ, ASX etc.)
                                            yet at this time, the shares will be provided based on a Company valuation of $40,000,000USD
                                            (which equates to $5.32USD per share); and



 


		b)	$250,000AUD
                                            to be granted over 36 months of continuous service by the Executive with the Company from
                                            the Commencement Date based on the listing price at the time. In the event the Company is
                                            not a publicly trading company on an international exchange (for example NASDAQ, ASX etc.)
                                            yet at this time, the shares will be provided based on a Company valuation of $40,000,000USD
                                            (which equates to $5.32USD per share).



 


	11.	Annual
Leave



 


		11.1	Amount
                                            of leave



 


The
Executive will be entitled to four weeks of annual leave for each year of service with the Company.


 


		11.2	Accrual
                                            of leave



 


The
Executive’s entitlement to annual leave accrues progressively during each year of service, and if not taken, accumulates from
year to year.


 






    9


     


    

 


		11.3	Taking
                                            paid annual leave



 


		(a)	Annual
                                            leave shall be taken by the Executive on a periodical basis, at a time and for a period agreed
                                            between the Executive and the Company.



 


		(b)	All
                                            requests by the Executive to take annual leave must be authorised by the CEO.



 


		11.4	Payment
                                            of annual leave



 


		(a)	If
                                            the Executive takes a period of annual leave, the Company will pay the Executive what the
                                            Executive would have been paid had the Executive worked during the period of annual leave
                                            taken.



 


		(b)	If,
                                            when the employment of the Executive ends, the Executive has a period of accrued annual leave,
                                            the Company will pay the Executive the amount that would have been payable to the Executive
                                            had the Executive taken that period of leave.



 


		(c)	Annual
                                            leave loading is not payable.



 


		11.5	Requirements
                                            to take paid annual leave



 


The
Company may require the Executive to take a period of annual leave:


 


		(a)	If
                                            the Company shuts down the office in which the Executive works for any reason, for example,
                                            the Christmas/New Year period. If the Executive does not have credited annual leave to cover
                                            the shut-down period, the Executive may be required to take unpaid leave; or



 


		(b)	In
                                            accordance with applicable legislation.



 


	12.	Personal
Leave



 


		12.1	Entitlement
                                            to paid personal/carer’s leave



 


		(a)	The
                                            Executive is entitled to paid personal/carer’s leave:



 


		(i)	Because
                                            the Executive is not fit for work because of an illness or injury affecting the Executive;
                                            or



 


		(ii)	To
                                            provide care or support to a corporate member of the Executive’s Immediate Family,
                                            or a member of the Executive’s household, who requires care or support because of an:



 


		a.	Illness
                                            or injury affecting the member; or



 


		b.	Unexpected
                                            emergency affecting the member.



 


		(b)	The
                                            Executive will be entitled to ten days of paid personal/carer’s leave for each year
                                            of service
with the Company.



 





		(c)	The
                                            Executive’s entitlement to take and accrue paid personal/carer’s leave is in
                                            accordance with the National Employment Standards or such statutory entitlements that exist
                                            from time to time.



 


		(d)	Accrued
                                            but untaken paid personal/carer’s leave is not payable on the termination of the
employment of the Executive.






 


		(e)	The
                                            Executive may take unpaid carer’s leave in accordance with the National Employment
Standards or such statutory entitlements that exist from time to time






 






    10


     


    

 


		12.2	Notice



 


		(a)	In
                                            the event the Executive needs to take (or needed to take) personal/carer’s leave (paid
                                            or unpaid), the Executive must notify the Company as soon as practicable. The Executive should
                                            also provide the CEO with an indication of when the Executive expects to return to work.



 


		(b)	The
                                            Company may require that the Executive submit a medical certificate or statutory declaration
                                            for any personal/carer’s leave that the Executive takes (paid or unpaid), in accordance
                                            with applicable legislation.



 


	13.	Compassionate
Leave



 


The
Executive is entitled to compassionate leave in accordance with the National Employment Standards or such statutory entitlements that
exist from time to time.


 


	14.	Parental
Leave



 


The
Executive will be entitled to parental leave (maternity, paternity or adoption leave) in accordance with applicable legislation.


 


	15.	Community
Service Leave



 


The
Executive will be entitled to community service leave in accordance with applicable legislation.


 


	16.	Jury
Service



 


		(a)	The
                                            Executive will be entitled to leave for jury service in accordance with applicable legislation.



 


		(b)	Where
                                            the Executive is required to attend for jury service (including attendance for jury selection)
                                            the Executive must notify the Company as soon as practicable of the expected absence and
                                            its likely duration.



 


	17.	Long
Service Leave



 


The
Executive will be entitled to long service leave in accordance with applicable State legislation.


 


	18.	Public
Holidays



 


		(a)	The
                                            Executive is entitled to all holidays gazetted as public holidays in Victoria without loss
of pay where a public holiday falls on a day on which the Executive would normally be required to work.






 


		(b)	Despite
                                            clause 18(a), the Company can request the Executive to work on a public holiday and the Executive
                                            may refuse the request if the request is not reasonable or the refusal is reasonable.



 






    11


     


    

 


		19.	National
Employment Standards



 


Should
any term of this agreement be less favourable to the Executive than the National Employment Standards, the latter will prevail over the
term to the extent that the term is less favourable.


 


		20.	Intellectual
Property



 


		20.1	Ownership
                                            of Intellectual Property



 


The
Company or corporate member of the Group, whichever is applicable, solely and exclusively owns any Intellectual Property that is developed,
conceived, created, discovered, produced or otherwise generated by the Executive, either individually or otherwise, during the course
of the Executive’s employment with the Company or a corporate member of the Group.


 


		20.2	Assignment
                                            of Intellectual Property



 


If
requested by the Company or corporate member of the Group, whichever is applicable, the Executive agrees to:


 


		(a)	Assign
                                            to the Company (where applicable and at the Company’s expense) or corporate member
                                            of the Group (where applicable and at the corporate member’s expense) any right, title
                                            and interest in and to any of the Intellectual Property referred to in clause 20.1; and



 


		(b)	Do
                                            all things necessary to effect the assignment referred to in clause 20.2(a).



 


	21.	Moral
rights



 


		21.1	Moral
                                            rights



 


The
Company acknowledges and agrees that the Executive may have the following rights in relation to Works of which the Executive is the author:


 


		(a)	Attribution
                                            of authorship;



 


		(b)	Not
                                            to have authorship falsely attributed; and



 


		(c)	Integrity
                                            of authorship.



 


		21.2	Consent



 


In
relation to all Works of which the Executive is author, the Executive consents to the Company or corporate member of the Group, whichever
is applicable, doing or failing to do anything which might otherwise infringe the rights referred to in clause 21.1.


 






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		21.3	Consent is genuine



 


The Executive confirms that the consent
given in clause 21.2:


 


		(a)	Will continue after the Executive’s employment with the Company or the Group ceases; and



 


		(b)	Is given genuinely.



 


		22.	Media contact



 


The Executive must not speak to
or contact any branch of the media with regard to any matter affecting the Company or the Group without the prior approval of the CEO
or in accordance with the Company’s prevailing media policy.


 


		23.	Warranties



 


The Executive represents and warrants
that:


 


		(a)	In accepting employment with the Company and performing duties under this agreement,
the Executive will not be in violation of any obligations that he owes to any former employer;



 


		(b)	no conflict of interest exists or is likely to arise in the performance of the Executive’s
duties under this agreement having regard to the nature of the Company’s business and any other interests the Executive may have
or activities in which he may be involved in a business context. If during the executive’s employment a conflict or risk of conflict
of interest arises, he must notify the Company in writing of that conflict of interest; and



 


		(c)	the Executive has read and understands this agreement, has not acted in reliance
upon any representations or promises made by the Company other man those contained in this letter of appointment and has entered into
this letter of appointment freely, based on his own judgment, whether or not you have consulted a lawyer.



 


		24.	Confidentiality



 


		24.1	Obligation of confidence



 


The Executive must:


 


		(a)	Maintain the confidential nature of the Confidential Information;



 


		(b)	Not disclose, publish, part with the possession of or otherwise provide any Confidential
Information to any person except under clause 24.2;



 


		(c)	Not use the Confidential Information for the Executive’s own advantage or to the competitive disadvantage of the Company; and






 


		(d)	Not copy or duplicate or allow the copying or duplication of any Confidential Information.



 






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		24.2	Disclosure


 


The obligations of confidence in clause 24.1 do not apply
to the extent that the:


 


		(a)	Executive has a need to use the Confidential Information in the performance of Duties;



 


		(b)	Company has given the Executive prior written authorisation to disclose certain
Confidential Information in particular circumstances; or



 


		(c)	Executive is required by law to disclose specific Confidential Information provided
that the Company must be given reasonable prior notice by the Executive of any proposed disclosure.



 


		24.3	Security and control



 


The Executive must:


 


		(a)	Take all reasonable proper and effective precautions to maintain the confidential
nature of the Confidential Information; and



 


		(b)	Immediately notify the Company of any potential, suspected or actual unauthorised
access, disclosure, copying or use or breach of clause 24.1.



 


		24.4	Return of Documentation



 


All Documentation remains the
sole and exclusive property of the Company. If the Executive’s employment is terminated for any reason or the Company at any time
requests it, the Executive must return to the Company or destroy all Documentation that is in the possession, power or control of the
Executive, as directed by the Company.


 


		24.5	No release



 


Return or destruction of the Documentation
and other material referred to in clause 24.4 does not release the Executive from the obligations under this clause 24.


 


		25.	Exclusive Employment and Restraint



 


Unless the Executive has the prior
written consent of the Company, the Executive must work exclusively for the Company until his employment ends.


 


		25.1	Business interest and purpose of this clause



 


It is expected that during the Executive’s
employment, the Executive will:


 


		(a)	acquire a detailed knowledge of the Company’s business and methods of operation;



 


		(b)	become known to and develop a relationship with its Clients, Suppliers and Personnel;
and



 


		(c)	be privy to the Company’s Intellectual Property and Confidential Information.



 


Each of the matters referred to
in subclauses 25.1(a), (b) and (c) is an important and valuable part of the Company’s business interests, which it is important
that the Company is able to protect. The purpose of this clause 25 is to protect those business interests.


 






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		25.2	Restrictions.



 


The Executive accordingly agrees that the Executive must
not, during the Restraint Period:


 


		(a)	in the Restraint Area, be engaged in a Similar Role for:



 


		(i)	a Restricted Business;



 


		(ii)	a Client;



 


		(iii)	a Supplier;



 


		(b)	interfere with or disrupt (or attempt to) the relationship contractual or otherwise
between the Company and any:



 


		(i)	Client;



 


		(ii)	Supplier;



 


		(c)	approach, solicit or entice away (or attempt to) any Client;



 


		(d)	approach, solicit or entice away (or attempt to) any Supplier;



 


		(e)	approach, solicit, encourage or induce any Personnel to cease or otherwise terminate
their engagement with the Company;



 


		(f)	counsel, procure or otherwise assist any person to do any of the actions set out
in any of subclauses 25.2(a), (b), (c), (d) or (e).



 


		25.3	Separate and Severable Restrictions



 


		(a)	The parties acknowledge and agree that the post-employment restrictions set out in:



 


		(i)	each of subparagraphs 25.2(a)(i), (ii) and (iii);



 


		(ii)	each of subparagraphs 25.2(b)(i) and (ii); and



 


		(iii)	each of subclauses 25.2(c), (d), (e) and (f)



 


inclusive, including their combination
(where applicable) with the defined expressions set out in clause 3 will take effect as if each of the restrictions are separate, severable
and distinct restrictions regarding the time, area and nature of the conduct they proscribe.


 


		(b)	If any restriction so conceived according to clause 25.3(a) is held to be void,
voidable or unenforceable in whole or part, the parties agree that the relevant subclause, subparagraph or part will be severed from the
agreement and that the remainder of this clause 25 will continue to apply to the fullest possible extent.



 


		25.4	Acknowledgement



 


The parties further acknowledge and agree, having regard
to the purposes of this clause, that:


 


		(a)	each of the restrictions set out in clause 25.2 (conceived according to clause 25.3)
are reasonable and necessary to protect the Company’s interests referred to in 25.1, and confer a benefit on the Company that is
no more than reasonable and necessary to protect that interest;



 






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		(b)	the salary and other benefits payable to the Executive under this agreement are
generous, and provide sufficient and reasonable consideration to the Executive for the obligations imposed upon the Executive by this
clause 25;



 


		(c)	any breach by you of this clause 25 has the capacity to provide substantial loss
and harm the Company for which an award of damages or compensation may not be adequate; and



 


		(d)	the Company will be entitled to apply to a Court of law to seek an urgent injunctive
relief, or any other relief, in the event of an actual or threatened breach by the Executive of this clause 25.



 


		26.	Termination



 


		26.1	Company’s right to terminate summarily



 


The Company may terminate the employment
of the Executive immediately and without notice, if the Executive:


 


		(a)	Becomes bankrupt or assigns his estate for the benefit of creditors or others;



 


		(b)	Is precluded from taking part in the management of a corporation by the provisions
of the Corporations Act;



 


		(c)	Is charged or convicted of any offence involving fraud or dishonesty or any serious
offence (except for a traffic offence) which is punishable by imprisonment (whether or not the Executive is imprisoned);



 


		(d)	Behaves inappropriately such that objectively the behaviour brings the name of the
Company and/or the Executive into disrepute;



 


		(e)	Commits a serious or persistent breach or non-observance of this contract of employment;



 


		(f)	Fails to comply with a condition of their visa; or



 


		(g)	Does any act which justifies summary dismissal at common law.



 


		26.2	Company’s right to terminate on notice



 


The Company may terminate the
employment of the Executive at any time and for any reason, in which case the Company will provide to the Executive written notice of
termination of:


 


		(a)	two months if the Executive’s employment is terminated within 12 months of
the Commencement Date; and



 


		(b)	six months if the Executive’s employment is terminated after 12 months of the Commencement Date.






 


The Executive agrees that, on
termination of employment for any reason, the Company is entitled to deduct or set off any overpayment to the Executive, from or
against any monies owing by the Executive to the Company (including, but not necessarily limited to, leave entitlements).


 






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		26.3	Executive’s right to terminate on notice



 


The Executive may terminate the
employment by giving the equivalent period of written notice that the Company would have provided pursuant to clause 26.2 above, or such
other lesser period as is agreed between the Executive and the Company.


 


		26.4	Payment in lieu of notice and alternative duties



 


Where either party terminates the
Executive’s employment under this agreement, the Company may, in consultation with the Executive, do any or any combination of
the following:


 


		(a)	Elect to make a payment in lieu of notice or part of any notice of an amount equal to the Executive’s TRC for the period of notice; or



 


		(b)	Require the Executive to undertake any alternative duties and responsibilities as
the Company requires, including undertaking no duties, during all or part of the notice period.



 


		26.5	Entitlements on termination



 


		(a)	On termination of this agreement in accordance with clause 26.2 or 26.3, the Executive
shall be entitled to receive from the Company:



 


		(i)	Pay in lieu of any accrued annual leave and/or long service leave to which the Executive is entitled
up to and including date of termination;



 


		(ii)	Any payment in lieu of notice under clause 26.2;



 


		(iii)	Any applicable benefits due to the Executive pursuant to the provisions of any incentive plan if the
Company determines the Executive is so entitled; and



 


		(iv)	Any outstanding Salary payments.



 


		(b)	Any entitlement to redundancy pay will be in accordance with the Company’s minimum obligations under the Fair Work Act 2009 (Cth).



 


		(c)	If the amount payable to the Executive in connection with termination of their employment
would result in the Company breaching section 200B of the Corporations Act, then despite any other provision in this agreement, the amount
payable to the Executive will be the maximum amount which may lawfully be paid without obtaining shareholder approval in accordance with
the Corporations Act.



 


		26.6	Effect of termination on Executive



 


If the Executive’s employment is terminated, then
in addition to any other rights or remedies provided by law, the Executive must:


 


		(a)	Return to the Company all of the property of the Company in the Executive’s possession or control, including all access cards, credit cards, and
keys;



 






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		(b)	Continue to comply with clauses 20 through to 25 (inclusively) of this agreement;



 


		(c)	Cease using all Documentation that is in the Executive’s possession, power
or control, and at the Company’s option:



 


		(i)	Return;



 


		(ii)	Destroy and certify in writing to the Company the destruction of; or



 


		(iii)	Destroy and permit a representative of the Company to witness the destruction of, all Documentation;
and



 


		26.7	No compensation



 


		(a)	Upon termination of this agreement in accordance with its
express terms, the Executive shall not be entitled to claim any compensation or damages from the Company in respect of that termination.



 


		26.8	General effect of termination



 


Each party retains any rights, entitlements or remedies
it has accrued before termination.


 


		26.9	Misrepresentation



 


The Executive shall not:


 


		(a)	At any time, intentionally make any untrue statement in relation to the Company
or any of its related bodies corporate, or



 


		(b)	After cessation of his employment, wrongfully represent himself as being employed
or connected with the Company or any of its related bodies corporate.



 


		27.	Assignment



 


		27.1	Assignment by the Company



 


The Company may, in its absolute
discretion, assign or otherwise deal with any of its rights or obligations under this agreement in any way it considers appropriate, including
assigning this agreement to any corporate entity that may succeed the Company or to a Related Body Corporate of the Company.


 


		27.2	Assignment by Executive



 


Except as required under clauses
20 and 21, the rights and obligations of the Executive under this agreement are personal and the Executive must not assign or otherwise
deal with them.


 


		28.	Amendment



 


This agreement may only be amended
or varied in writing signed by each party.


 






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	29.	Waiver



 


		29.1	No
                                            waiver



 


No
failure to exercise or delay in exercising any right given by or under this agreement to a party constitutes a waiver and the party may
still exercise that right in the future.


 


		29.2	Waiver
                                            must be in writing



 


Waiver
of any provision of this agreement or a right created under it must be in writing signed by the party giving the waiver and is only effective
to the extent set out in that written waiver.


 


	30.	Approval
or consent



 


Unless
this agreement expressly states otherwise, the Company may, in its absolute discretion, give or withhold any approval or consent that
it may be requested to give under this agreement in any way it considers appropriate, including by imposing conditions.


 


	31.	Counterparts



 


This
agreement may be signed in any number of counterparts. All signed counterparts taken together constitute one agreement.


 


	32.	Additional
obligations



 


The
covenants in this agreement are in addition to and will in no way derogate from the obligations of the Executive in respect of secret
and confidential information at law or in equity or under any statute or trade or professional custom or usage.


 


	33.	Operation
and Severability



 


If
any provision of this agreement is void, voidable by a party, unenforceable, invalid or illegal and would not be so if a word(s) were
omitted, then that word(s) are to be severed. If this cannot be done, the entire provision is to be severed from this agreement without
affecting the validity or enforceability of the remaining provisions of this agreement.


 


	34.	Further
Steps



 


Each
party agrees to promptly do all things reasonably necessary or desirable to give full effect to this agreement and the transactions contemplated
by it such as obtaining consents or signing documents.


 


	35.	Entire
agreement



 


This
agreement constitutes the entire agreement between the parties about its subject matter and supersedes all previous communications, representations,
understandings or agreements between the parties on the subject matter.


 


	36.	Governing
law and jurisdiction



 


		36.1	Governing
                                            law



 


This
agreement is governed by the laws of Victoria.


 


		36.2	Jurisdiction
                                            of courts



 


The
parties submit to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia and any courts that may
hear appeals from those courts about any proceedings in connection with this agreement.


 






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Signing Page


 


EXECUTED by Gelteq Pty Ltd (ACN 619
501 254) in accordance with the Corporations Act by being signed by the following officer:


 


	/S/ Nathan Givoni 	 	/S/ Simon
Szewach
	Signature of Director	 	Signature of Director/Company Secretary
	 	 	 
	Nathan Givoni 	 	Simon Szewach 
	Name of Director (please print)	 	Name of Director/Company Secretary (please print)
	 	 	 
	SIGNED by Neale Java in the presence of:	 	 
	 	 	 
	[*****]	 	/S/ Neale Java
	Signature of Witness	 	Signature of Executive
	 	 	 
	[*****]	 	 
	Name of witness (please print)	 	 



 



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Schedule


 


Item 1 – Position


 


The Executive is employed to perform the role of Chief Financial
Officer.


 


Item 2 – Commencement Date


 


The Executive will commence in the Position on 1 June 2022
or such earlier date that is agreed between the parties.


 


Item 3 – Duties


 


The Executive is required to be responsible for all duties
associated with the Position including:


 


		●	Managing the financial reporting for the organisation. This
includes monthly financial reporting, budgeting and forecasting, 5 year financial plans and all statutory financial reporting



 


		●	Providing sound financial support and insights to enable the ELT to make critical business decisions



 


		●	Presentation of financial results and insights to the Board



 


		●	Play a key role in the formulation of the business’s strategy



 


		●	Managing and overseeing the taxation affairs of the organisation and liaising with the external tax
firm for specialist advice



 


		●	Managing and overseeing the cash flow of the company and ensuring it has the appropriate treasury controls



 


		●	Managing hedging and foreign currencies (if relevant)



 


		●	Managing the External Auditor relationship and ensuring the organisation is compliant with accounting
standards



 


		●	Managing and overseeing the company’s banking and borrowing arrangements



 


		●	Overseeing Accounts Payable, Accounts Receivable, Tax, Treasury, Payroll, Financial and Management Accounting
functions.



 


		●	Risk Management to ensure the business has a solid risk framework in place



 


		●	Overseeing commercial decision making from tender analysis, margin analysis, pricing analysis etc



 


		●	Managing and tracking budget and accounting information including billing, collections, and tax information



 




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Item 4 – Total Remuneration Cost


 






	Total Remuneration Cost	 	 	AUD $268,568 per annum	 
	Broken down as follows:	 	 	 	 
	Base Salary Component (Salary)	 	 	$245,000 per annum	 
	Minimum superannuation contributions as prescribed under legislation (currently 10%) up to the maximum contribution base	 	 	$23,568 per annum	 



 


Item 5 – Location


 


The Executive’s principal place of work is [*****]


 


Item 6 – Short Term Incentive


 


The Executive will be entitled to an annual discretionary
STI of up to 50% of the Salary (plus superannuation up to maximum contribution base) in respect of the Company’s fiscal year.


 


 


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