AS
AMENDED AND RESTATED


 


Date:
August 4, 2022


 


Mr.
Chan Sidney Soong-Ling


53
Cairnhill Road


#33-01
Cairnhill Plaza


Singapore
229664


 


 


Dear
Mr. Chan


 


 


LETTER
OF EMPLOYMENT


 


We,
ALR Technologies SG Pte. Ltd. (“Company”),
are pleased to offer you employment in the Company on the following terms and conditions (“Agreement”).


 


 


		1.	APPOINTMENT
                                            



 


		1.1	Your
                                            job designation at the Company is Chief Executive Officer. Your main duties and responsibilities
                                            are set out in Schedule B.



 


		1.2	You
                                            shall: 



 


		(a)	use
                                            your best endeavours in the performance of your duties, as may from time to time be assigned
                                            to you; 



 


		(b)	devote
                                            necessary and reasonable amount of your time, attention and abilities to such duties during
                                            the hours of work and at other times as reasonably necessary; 



 


		(c)	perform
                                            your duties faithfully and diligently;



 


		(d)	follow
                                            lawful and reasonable directions given to you by the Company; 



 


		(e)	promote
                                            the interests of the Company; and



 


		(f)	comply
                                            with all applicable laws in the performance of your duties. 



 


		1.3	The
                                            Company may from time to time require you to perform such other reasonable duties in the
                                            interests of the Company and it Affiliates, and the Company will advise you in writing in
                                            advance if this happens. “Affiliates”
                                            means with respect to any entity or person, all entities which are controlling, controlled
                                            by or under common control with such entity or person (including any investment vehicle of
                                            such entity or person), or in relation to an individual, his family and relatives, as well
                                            as any business, company or corporation which they have an interest in. “control”
                                            means the power to elect or appoint a majority of directors or to direct the management of
                                            the first-mentioned entity, or the ownership of more than 50% of the voting rights of the
                                            shares or other equity interests or registered capital of such entity.



 


		1.4	You
                                            shall not during the continuance of your employment be directly or indirectly engaged, interested
                                            or invested in any capacity in any trade, business, occupation or activities that is in direct
                                            conflict with the interests and business of the Company, without the prior approval in writing
                                            of the Company (which may be withheld by the Company at its sole discretion).



 




    	 



    	 



    

 


		1.5	You
                                            shall not during the continuance of your employment accept any gift, gratuity, favour or
                                            benefit of any kind from a customer, client, supplier or prospective customer, client or
                                            supplier of the Company that could reasonably cause influence or create the pressure for
                                            return of a benefit, without the prior approval in writing of the Company (which may be withheld
                                            by the Company at its sole discretion). 



 


 


		2.	COMMENCEMENT
                                            DATE AND TERM OF SERVICE



 


		2.1	Your
                                            appointment shall commence on July 1, 2022 (the “Commencement Date”) and shall
                                            continue unless terminated in accordance with clause 6 or clause 13.2 of the Agreement (as
                                            the case may be).



 


		2.2	This
                                            Agreement is intended to supersede the agreement dated 25 May 2015 between ALR Technologies
                                            Inc. and you, which shall become ineffective from the date of your acceptance of this Agreement.



 


 


		3.	PLACE
                                            OF WORK AND HOURS OF WORK



 


		3.1	You
                                            will be based at the address set out in Schedule A or at such other place as may be determined
                                            by the Company. You may be required to travel on the business of the Company in the performance
                                            of your duties without additional remuneration.



 


		3.2	You
                                            will perform such hours of work as are necessary to perform your duties. Because of the nature
                                            of your position, you agree to work reasonable additional hours (including on weekends and
                                            public holidays) of overtime in order to perform your duties. Your remuneration has been
                                            set taking these factors into account.



 


 


		4.	REMUNERATION



 


		4.1	Your
                                            remuneration is set out in Schedule A, subject to such statutory deductions and/or withholdings
                                            as may be required in accordance with any applicable legislation in force in Singapore, including
                                            but not limited to (a) any Central Provident Fund (“CPF”) contributions,
                                            if any, required under the Central Provident Fund Act (Chapter 36) of Singapore, and (b)
                                            any withholding of salary or any other sum due to you for tax clearance purposes, required
                                            under the Employment Act (Chapter 91) of Singapore.



 


		4.2	The
                                            salary shall be subject to annual review by the Company.



 


		4.3	You
                                            may be eligible for bonus where applicable. The amount of any bonus payments may vary from
                                            time to time. Your eligibility for and amount of bonus payments are within the Company’s
                                            sole and complete discretion. Your eligibility for any bonus is set out in Schedule A.



 


		4.4	You
                                            shall be given an allowance for travel, communications and entertainment as set out in Schedule
                                            A.



 


		4.5	All
                                            personal income tax on salaries, allowances, bonuses and/or perquisites will be borne by
                                            you.



 


		4.6	Any
                                            benefits that you may be entitled to are set out in paragraph 7 and Schedule A.



 


		4.7	The
                                            Company will reimburse you for all reasonable expenses incurred in the performance of your
                                            duties, subject to the Company’s Policies (as
                                            defined in paragraph 12 below).



 


 


		5.	PROBATION



 


(Provision
not applicable.)


 




    	 



    	 



    

 


		6.	TERMINATION



 


		6.1	Either
                                            party may terminate this appointment by giving written notice to the other party. The notice
                                            period is set out in Schedule A. For the avoidance of doubt, any termination by the Company
                                            under this Clause 6 shall be deemed to be a severance and shall be subject to the provisions
                                            of Clause 15.



 


		6.2	If
                                            notice of termination of employment is given by either party, the Company may at its discretion:



 


		(a)	pay
                                            you in lieu of the applicable notice period and require you to stop working from the date
                                            of notice of termination; or



 


		(b)	require
                                            you to work for part of the applicable notice period and pay you in lieu of the balance of
                                            the period,



 


and
you will comply with any such directions if they are given by the Company, including but not limited to any instructions the Company
may give in connection with the handing over of work and the dealing or communication with any of its customers and/or suppliers.


 


		6.3	The
                                            Company shall be entitled to terminate your employment immediately upon written notice (but
                                            without prejudice to the rights and remedies of the Company for any breach of this Agreement
                                            and to your continuing obligations hereunder) in any of the following cases, namely:



 


		(a)	if
                                            you commit any material or persistent breach of any of the provisions contained herein;



 


		(b)	if
                                            you are guilty of any grave misconduct or willful neglect in the discharge of your duties
                                            hereunder;



 


		(c)	if
                                            you commit an act, whether at work or otherwise, which brings the Company into disrepute;
                                            



 


		(d)	if
                                            you become bankrupt or make any arrangement or composition with your creditors;



 


		(e)	if
                                            you become of unsound mind; or



 


		(f)	if
                                            you are convicted of any criminal offence other than an offence which in the reasonable opinion
                                            of the board of directors of the Company does not affect your position at the Company.



 


		6.4	Before
                                            your employment ends or at the request of the Company, you must return to the Company all
                                            property belonging to the Company, including but not limited to access cards, communication
                                            devices, computers, documents (both physical and electronically stored copies), keys and
                                            all other things of every type that were acquired or prepared in connection with Company
                                            business and/or in the course of your employment. Failure to do so by you may result in the
                                            Company making appropriate deductions and/or enforcing all rights it may have under this
                                            Agreement and/or under applicable law against you.



 


		6.5	Where
                                            applicable and to the extent permitted by law, any outstanding advances or other payments
                                            that may be due to the Company by you will be deducted before payment of any amounts is made
                                            to you upon termination of employment.



 


		6.6	You
                                            acknowledge that any salary and/or any bonus to be paid to you at the end of your employment
                                            will be subject to any tax deductions (including but limited to withholding tax) that may
                                            be applicable in accordance with the law for the time being in force.



 


 




    	 



    	 



    

		7.	LEAVE
                                            AND BENEFITS



 


		7.1	You
                                            shall be entitled to the following:



 


		(a)	health
                                            and medical insurance and benefits generally accorded by the Company to employees holding
                                            a similar position, as may be determined by the Company and any other benefits as may be
                                            set out in Schedule A;



 


		(b)	paid
                                            annual leave as set out in Schedule A;



 


		(c)	paid
                                            sick leave as set out in Schedule A, subject to the following provisions:



 


		(i)	you
                                            are entitled to take sick leave if you are unable to attend work due to illness or injury
                                            as certified by a medical practitioner, provided that you notify the Company as soon as practicable
                                            of your absence. For the avoidance of doubt, sick leave includes hospitalisation and out-patient
                                            sick leave; and



 


		(ii)	sick
                                            leave is available only for circumstances where an illness or injury genuinely prevents you
                                            from attending work as certified by a registered medical practitioner. Any abuse of this
                                            entitlement will be considered serious misconduct.



 


		(d)	other
                                            paid and unpaid leave as set out in Schedule A; and



 


		(e)	such
                                            other benefits as may be set out in Schedule A.



 


		7.2	You
                                            may be required to work on gazetted public holidays. For each gazetted public holiday on
                                            which the Company requires you to work, your entitlement is set out in Schedule A.



 


 


		8.	RESTRICTIVE
                                            COVENANTS



 


		8.1	You
                                            hereby agree that for the duration of your employment with the Company and for a period of
                                            six (6) months commencing from your last day of service with the Company, you shall not at
                                            any time:



 


		(a)	on
                                            your own behalf or on the behalf of or in association with a third party or in any capacity
                                            whatsoever, entice or seek to entice away from the Company and/or any of its affiliates,
                                            any directors, officers or employees, whether or not any such person would thereby commit
                                            a breach of his or her contract of service or employment; 



 


		(b)	on
                                            your own behalf or in association of or in association with any third party or in any capacity
                                            whatsoever, solicit or seek to solicit the business of any person, firm, company or party
                                            which at any time has been a customer or client of, or supplier of goods or services to,
                                            the Company and/or any of its affiliates, in competition with the Company and/or any of its
                                            affiliates; and 



 


		(c)	be
                                            engaged, concerned or interested whether directly or indirectly and whether on your own behalf
                                            or on behalf of or in association with any third party or in any capacity, whatsoever, in
                                            operating, performing, carrying on, or being employed by any business that competes with
                                            the business carried on by the Company and/or any of its affiliates for the time being in
                                            any territory which the Company and/or any of its affiliates operate. 



 


		8.2	You
                                            further agree that:



 


		(a)	the
                                            restrictions contained in this paragraph 8 are no greater than is reasonable and necessary
                                            for the protection of the interests of the Company. If any such restriction shall be held
                                            to be void but would be valid if deleted in part or reduced in application, such restriction
                                            shall apply with such deletion or modification as may be necessary to make it valid and enforceable;
                                            





    	 



    	 



    

 


		(b)	your
                                            salary paid under this Agreement includes consideration for the obligations you have agreed
                                            to in paragraphs 8, 9 and 10 and that no other payments will be made to you during the period
                                            of your obligations and/or restrictions under paragraphs 8, 9 and 10;



 


		(c)	you
                                            intend the obligations and/or restrictions under paragraphs 8, 9 and 10 to operate to the
                                            maximum extent; 



 


		(d)	damages
                                            may be inadequate to protect the Company’s interests and the Company is entitled to
                                            seek and obtain injunctive relief, or any other remedy, in any court in connection with the
                                            obligations and/or restrictions under paragraphs 8, 9 and 10; and



 


		(e)	the
                                            obligations and/or restrictions under paragraphs 8, 9 and 10 are separate, distinct and several,
                                            so that the unenforceability of any obligation and/or restriction does not affect the enforceability
                                            of the other obligation and/or restriction. 



 


		8.3	Your
                                            obligations under this paragraph 8 will continue after your employment ends.



 


 


		9.	CONFIDENTIALITY
                                            AND DATA PROTECTION



 


		9.1	You
                                            shall not, during the continuance of your employment, or at any time after its termination:



 


		(a)	disclose
                                            to any person or persons (except to those authorised by the Company to know, or as otherwise
                                            required by law);



 


		(b)	use
                                            for your own purposes or for any purposes other than those of the Company; or



 


		(c)	through
                                            any failure to exercise all due care and diligence cause any unauthorised disclosure of,
                                            



 


any
information about the Company or its business (including but not limited to any idea, concept, trade secret, financial information, customer
and supplier information, process or know-how, procedures, data, marketing plans, business plans, unpublished balance sheets, budgets,
licenses, pricing, costs and customer and supplier lists), such information being “Confidential Information”, that:


 


		(i)	comes
                                            to your notice in the course of your employment; or



 


		(ii)	is
                                            generated by you in the course of performing your duties,



 


that
the Company considers to be confidential (whether or not marked confidential) or is not in the public domain (unless in the public domain
because of a breach of confidentiality).


 


		9.2	You
                                            must, without any limit on your duty of fidelity towards the Company, at all times not use
                                            or disclose any Confidential Information unless the use or disclosure is:



 


		(a)	required
                                            by law; 



 


		(b)	made
                                            as part of the proper performance of your duties under this Agreement; or



 


		(c)	agreed
                                            to by the Company in writing.



 


		9.3	You
                                            must take all reasonable and necessary precautions to maintain the secrecy and prevent disclosure
                                            of Confidential Information. Confidential Information should not be disclosed even within
                                            the Company except as necessary for you to perform your duties or on a need-to-know basis.
                                            Unless you have obtained the Company’s consent in writing, you must not present, publish
                                            or otherwise disclose in any form or media any Confidential Information.



 




    	 



    	 



    

		9.4	All
                                            records, papers, notes, reports, memoranda and all other documents (and all copies thereof)
                                            prepared, kept or obtained by you containing Confidential Information (in both physical and
                                            electronically stored formats) will be and remain the property of the Company and you will
                                            return all of the same that may be in your possession forthwith upon your employment ending.



 


		9.5	You
                                            acknowledge that any disclosure by you of Confidential Information would materially harm
                                            the Company.



 


		9.6	These
                                            restrictions continue to apply after the termination of your employment but shall cease to
                                            apply to Confidential Information which may become available to the public generally (unless
                                            in the public domain because of a breach of confidentiality).



 


		9.7	You
                                            agree and consent that the Company may, where reasonably necessary, access, view, collect
                                            and/or retain any data which is saved, processed, transmitted and/or generated in computing
                                            devices, e-mail services and/or any storage devices provided to you.



 


		9.8	You
                                            agree and consent that the Company may collect, use, disclose and process your personal data
                                            for the purposes of managing and administering your employment with the Company.



 


		9.9	You
                                            will comply with all applicable law in connection with the protection of personal data, including
                                            but limited to the Personal Data Protection Act 2012. You will also comply with the Company’s
                                            Policies (as defined in paragraph 12 below) in connection with personal data protection and/or
                                            privacy. 



 


 


		10.	INTELLECTUAL
                                            PROPERTY



 


		10.1	You
                                            agree that the Company, its Affiliates and/or its assigns own all the IP Rights in the Company’s
                                            Confidential Information. “IP Rights” shall mean any and all worldwide
                                            intellectual property rights, whether registered or unregistered, and similar rights, and
                                            include without limitation patents, utility models, design rights, semiconductor property
                                            rights, copyrights and ancillary copyrights, rights in trade marks, trade names, titles,
                                            trade secrets and know-how, rights deriving from corresponding applications of such rights,
                                            as well as rights in and entitlements to such rights, and other intellectual property and
                                            proprietary rights, but shall not include the IP Rights as set out in Schedule C, which the
                                            Company acknowledges that you own.



 


		10.2	You
                                            agree that the Company will own the IP Rights to any information, inventions, creations or
                                            works of authorship created by you in the course of performing your duties under this Agreement
                                            except as agreed upon in writing between you and the Company. You agree to transfer any such
                                            IP Rights, to the fullest extent legally permissible, to the Company. Where such transfer
                                            is not legally permissible or effective, you hereby grant the Company an exclusive licence
                                            to use such IP Rights for all uses currently known and unknown, without any fee or other
                                            consideration being payable. Such licence is granted as broadly as legally possible and shall
                                            in particular, but without limitation, be unlimited (in respect of duration, territorial
                                            scope and scope of the rights concerned), exclusive, irrevocable and transferable and shall
                                            include the right to grant sub-licences to third parties. In particular, the licence shall
                                            include rights to permanently or temporarily reproduce the works underlying the respective
                                            IP Rights by any means and in any form, in part or in whole (including the loading, displaying,
                                            running, transmission or storage of works for the purposes of execution and processing of
                                            data or transmission to picture, sound and other data storage media) and the right to distribute,
                                            display and present such works and the right to make available such works to the public (for
                                            example via internet), and to transmit and to display the works by any means. The licence
                                            also includes rights to amend, translate, adapt, arrange and otherwise alter the works and
                                            to use such results in the same way as the original works.



 


		10.3	Where
                                            required by the Company, you will perform further deeds, acts or declarations to entitle
                                            the Company and/or its assigns to ensure the licence mentioned above in its favour. You agree
                                            to execute any such further deeds or documents and to undertake any such further acts or
                                            make any requisite declarations forthwith. Any costs accruing in this context shall be borne
                                            by the Company.



 




    	 



    	 



    

		10.4	You
                                            will not infringe any of the Company’s IP Rights during your employment with the Company
                                            and after your employment ends.



 


		10.5	Your
                                            obligations under this paragraph 10 will continue after your employment ends.



 


		11.	HEALTH
                                            AND SAFETY REGULATIONS





The company is committed to provide a safe working environment for all employees. You are required to abide by all health and safety
rules and procedures operating within the Company.





 


		12.	OTHER
                                            TERMS AND CONDITIONS



 


		12.1	Use
                                            of Company Infrastructure: You will use the Company’s technology infrastructure
                                            (including but not limited to computers, electronic devices, software, copying machines and
                                            email accounts) solely for purposes related to the purposes of performing your duties and
                                            reasonable personal use only.



 


		12.2	Company
                                            Policies: The Company has various policies and procedures (collectively “Policies”)
                                            that may be implemented and amended from time to time. You acknowledge that such Policies
                                            are and/or will also be terms and conditions of your contract of employment with the Company.
                                            You must familiarise yourself with these Policies and you agree to comply with them to the
                                            extent that they impose specific obligations on you. You acknowledge the Company’s
                                            right to make changes to the Policies, and to institute new policies and procedures, from
                                            time to time, and agree that such changes or additions will be binding from the time they
                                            are communicated.



 


		12.3	Compliance
                                            with Applicable Law: In addition to this Agreement and to any Policies, your contract
                                            of employment with the Company will also be in accordance with applicable law for the time
                                            being in force.



 


		12.4	Litigation
                                            and Regulatory Cooperation: You shall cooperate fully with the Company in the defence
                                            or prosecution of any claims or actions now in existence or which may be brought in the future
                                            against or on behalf of the Company which relate to events or occurrences that transpired
                                            while you were employed by the Company. Your full cooperation in connection with such claims
                                            or actions shall include, but not be limited to, being available to meet with counsel to
                                            prepare for discovery or trial and to act as a witness on behalf of the Company at mutually
                                            convenient times. You shall also cooperate fully with the Company in connection with any
                                            examination or review of any government authority as any such examination or review relates
                                            to events or occurrences that transpired while you were employed by the Company. If such
                                            cooperation is required after you cease to be employed by the Company, the Company shall
                                            pay you for such cooperation a consulting fee of United States Dollars Two Hundred (US$200.00)
                                            per hour, payable monthly in arrears, and will reimburse you for any reasonable pre-approved
                                            out-of-pocket expenses incurred in connection therewith. The Company shall not reimburse
                                            you the cost of independent legal counsel or the cost of other advisors you may elect to
                                            retain. This provision shall survive expiration or termination of this Agreement, regardless
                                            of the reason for termination of this Agreement.



 


		12.5	Complete
                                            Agreement: This Agreement, the Policies, and any subsequent written amendments or written
                                            agreements, constitute the whole and only agreement between the parties hereto. Neither party
                                            will have any claim against the other with respect to any agreement or understanding, whether
                                            written or oral, made prior to the date hereof.



 


		12.6	No
                                            Assignment: You may not make any assignment of this Agreement or any interest herein,
                                            by operation of law or otherwise, without the prior written consent of the Company, except
                                            that payments to be made to you pursuant to Clauses 15, 16 and 17 below may be assigned by
                                            you, in whole or in part, conditionally or irrevocably, without the consent of the Company
                                            to a charity of your choice. The Company shall be entitled to assign this Agreement without
                                            your consent to any Affiliates of the Company on written notice provided there is no material
                                            change to your terms of employment. This Agreement shall inure to the benefit of and be binding
                                            upon the Company and you, their respective successors, executors, administrators, heirs and
                                            permitted assigns.



 




    	 



    	 



    

		12.7	Enforceability:
                                            If any portion or provision of this Agreement shall to any extent be declared illegal
                                            or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement,
                                            or the application of such portion or provision in circumstances other than those as to which
                                            it is so declared illegal or unenforceable, shall not be affected thereby, and each portion
                                            and provision of this Agreement shall be valid and enforceable to the fullest extent permitted
                                            by law.



 


		12.8	Waiver:
                                            No waiver of any provision hereof shall be effective unless made in writing and signed
                                            by the waiving party. The failure of any party to require the performance of any term or
                                            obligation of this Agreement, or the waiver by any party of any breach of this Agreement,
                                            shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver
                                            of any subsequent breach.



 


		12.9	Amendment:
                                            This Agreement may be amended or modified only by a written instrument signed by you
                                            and by a duly authorized representative of the Company.



 


		12.10	Notices:
                                            Any notices, request, demands and other communications provided for by this Agreement
                                            shall be sufficient if in writing and delivered in person or sent by registered or certified
                                            mail, postage prepaid (in which case notice shall be deemed to have been given on the third
                                            day after mailing), or by overnight delivery by a reliable overnight courier service (in
                                            which case notice shall be deemed to have been given on the day after delivery to such courier
                                            service) to you at the last address you have filed in writing with the Company or, in the
                                            case of the Company, at its main offices, Attention: Board of Directors.



 


		12.11	Governing
                                            Law: It is the intention of the parties hereto that this Agreement and the performance
                                            hereunder be construed in accordance with, and under and pursuant to the laws of Singapore
                                            and that in any action or other proceeding that may be brought arising out of, in connection
                                            with, or by reason of this Agreement, the laws of Singapore shall be applicable without regard
                                            to the jurisdiction in which any action or other proceeding may be instituted.



 


		12.12	Dispute
                                            Resolution: Any dispute arising out of or in connection with this Agreement, including
                                            any question regarding its existence, validity or termination, shall be referred to and finally
                                            resolved by arbitration administered by the Singapore International Arbitration Centre in
                                            accordance with the Arbitration Rules of the Singapore International Arbitration Centre for
                                            the time being in force, which rules are deemed to be incorporated by reference in this Clause.
                                            The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator.
                                            The language of the arbitration shall be English.



 


		12.13	Acknowledgment
                                            and Consents: You hereby acknowledge, agree and consent as follows:



 


		(a)	all
                                            restrictions contained herein are reasonable and valid and are essential to the protection
                                            of the interests of the Company or of your interests (as the case may be) and the survival
                                            of the respective parties’ activities;



 


		(b)	in
                                            the event of a breach of any provision of this Agreement, the Company will suffer irreparable
                                            harm and monetary damages will not be sufficient to compensate for the breach. Accordingly,
                                            in the event of an anticipated breach, the Company may suffer irreparable harm and monetary
                                            will not be sufficient to compensate for the breach. Accordingly, in the event of a breach
                                            or anticipated breach, the Company may petition a court for preliminary and permanent equitable
                                            relief, including injunctive relief in order to prevent or put an end to any such breach
                                            and for an accounting of all profits and benefits arising out of such breach. Such rights
                                            and remedies shall be cumulative and in addition to any other relief, rights and remedies
                                            which the Company may have under the law, including but not limited to reasonable legal fees;



 


		(c)	nothing
                                            herein shall be construed so as to limit or restrict any remedy at law which the Company
                                            or you may have against the other party for any breach of this Agreement.



 


		12.14	Indemnity:
                                            You hereby agree to indemnify, hold harmless, and defend the Company and its officers, directors,
                                            partners, shareholders, executives, employees, and agents thereof, for and against any and
                                            all claims, actions, judgments, losses, obligations, liabilities, damages, costs and expenses,
                                            including attorneys’ fees, arising from, related to, or having as their basis, this
                                            Agreement; your breach of the terms
of this Agreement; the access to, or disclosure or use of, Confidential Information by you or your agents; and any other fraud, willful
or grossly negligent act or omission by you or your agents.





    	 



    	 



    




 


The
Company hereby agrees to indemnify, hold harmless, and defend you for and against any and all claims, actions, judgments, losses, obligations,
liabilities, damages, costs and expenses, including attorneys’ fees, arising from, related to, or having as their basis your performance
of the services required of you under the terms of this Agreement, with the exception that the Company shall not indemnify you for claims,
actions, judgments, losses, obligations, liabilities, damages, costs or expenses, against you, arising from, related to, or having as
their basis acts or omissions by you or your agent(s) involving fraud, gross incompetence, gross negligence, or willful misconduct.


 


		12.15	Employee
                                            Review: You acknowledge that you have reviewed the contents of this Agreement and fully
                                            understands its terms. You acknowledge that you are fully aware of your right to the advice
                                            of counsel, and that you understand the potentially adverse interest of the parties with
                                            respect to this Agreement. You further acknowledge that no representations have been made
                                            with respect to income or other tax or other consequences of this Agreement to you and that
                                            you have been advised of the importance of seeking independent advice of counsel with respect
                                            to such consequences.



 


 


		13.	AUTHORISATION
                                            TO WORK IN SINGAPORE AND WARRANTIES



 


		13.1	Where
                                            applicable, it is a condition of your employment under this Agreement that you have or continue
                                            to have, as the case may be, the necessary status that permits you to lawfully live and work
                                            in Singapore. Your employment will not commence unless and until you have such status.



 


		13.2	Where
                                            applicable, it is your obligation to obtain or maintain, as the case may be, the entitlement
                                            to live and work in Singapore. However, the Company as a matter of goodwill and in its sole
                                            discretion may assist you in meeting your obligation. Should you lose your lawful entitlement
                                            to live and work in Singapore, this Agreement will terminate with immediate and automatic
                                            effect, with no compensation to you.



 


		13.3	You
                                            warrant that all information provided by you to the Company regarding your experience and
                                            qualifications is accurate and truthful, and that you will provide full and frank disclosure,
                                            including the submission of documentary evidence upon request. You also warrant that you
                                            are competent, qualified and experienced to undertake the position as specified in this Agreement.



 


		14.	OPTIONS



 


		14.1	You
                                            will continue to be eligible for the grant of options to purchase shares of the Company and/or
                                            its Affiliates from time to time, such grant of options as may be approved by the Board of
                                            Directors. Payment of the option purchase price will remain your responsibility.



 


		14.2	Unless
                                            specified otherwise at the time of any option granted, the options will expire five (5) years
                                            after the effective date of such grant. The Company agrees that if the outstanding ordinary
                                            shares of the Company are increased, decreased, changed into or exchanged for a different
                                            number or kind of shares or securities of the Company through reorganisation, recapitalization,
                                            reclassification, stock dividend, stock split, amendment to the Company’s organisational
                                            documents or reverse stock split, an appropriate adjustment will be made in the number and/or
                                            kind of securities allocated to any options granted, without change in the aggregate purchase
                                            price applicable to the unexercised portion of the options, but with a corresponding adjustment
                                            in the price for each share or other security then covered by the options. This Clause 14
                                            will not apply to any sale of shares for value by the Company or to any other transaction
                                            in which the Company received new consideration. In case of any disagreement as to any adjustment
                                            to be made, the decision of the auditors of the Company shall be binding on both parties.



 


		14.3	In
                                            the event this Agreement is terminated by the Company pursuant to Clause 6.3, or voluntarily
                                            by you, all vested and unexercised options will remain exercisable by you at any time prior
                                            to expiration of the option term. Any unvested options as of the effective date of such termination
                                            will be cancelled.



 




    	 



    	 



    

		14.4	In
                                            the event that this Agreement is terminated by the Company pursuant to Clause 6.1 or as a
                                            result of a Constructive Termination (as defined below), all of the remaining unvested options
                                            will become immediately vested and exercisable. You may exercise any remaining options at
                                            any time prior to expiration of the option term.



 


For
the purposes of this Agreement, “Constructive Termination” shall mean:


 


		(a)	Any
                                            material change or re-assignment of your functions, duties, responsibilities or title by
                                            the Company which would result in your position with the Company having less dignity, responsibility,
                                            importance or scope than the position described in this Agreement;



		(b)	Any
                                            breach or default by the Company or of the terms of this Agreement, which breach or default
                                            is not ceased or cured within thirty (30) days or written notice from you specifying such
                                            breach; or 



		(c)	The
                                            failure of the Company to pay you as and when due the compensation required by the terms
                                            of this Agreement.



 


		14.5	In
                                            the event of your death or disability all the remaining unvested options will become immediately
                                            vested and exercisable. Your executor or other personal representative may exercise any remaining
                                            options at any time prior to expiration of the option term.



 


		14.6	In
                                            the event of any conflict between Clauses 14.2 to 14.5 and the terms of any document by the
                                            Company from time to time in connection with the grant of any options to purchase shares
                                            (such document not being connected with this Agreement) (“Grant of Options”),
                                            the terms of the Grant of Options shall prevail.



 


 


		15.	SEVERANCE
                                            BENEFITS



 


		15.1	In
                                            the event this Agreement is terminated by the Company except in accordance with Clause 6.3
                                            or as a result of a Constructive Termination by the Company, you will be entitled to severance
                                            benefits consisting of a lump sum payment equal to twenty-four (24) month’s salary
                                            (which you may be entitled to at the date of any such Constructive Termination) and a continuation
                                            of the other benefits as set out in this Agreement for a period of twenty-four (24) months
                                            from the effective date of termination. 



 


		15.2	Within
                                            five (5) days of any termination of you by the Company for any reason, the Company and/or
                                            its Affiliates will repay all loans, operating lines of credit, promissory notes, accounts
                                            payable, salary payable and other debt facilities, plus accrued interest owed to you, your
                                            spouse and your other family members, unless you waive the requirement in the form of written
                                            notice delivered to the Board of Directors of the Company and/or its Affiliates.



 


 


		16.	INCENTIVE
                                            COMPENSATION



 


		16.1	The
                                            Company agrees to pay you a perpetual commission of one per cent (1.0%) of net sales (defined
                                            as gross sales revenues less discounts) based on the sales of ALRT Products (defined below),
                                            whether occurring during or after the term of this Agreement, sold by the Company or any
                                            entity deriving its rights, directly or indirectly, to offer or sell such products or services
                                            from the Company. The said commission shall be paid by the Company even if you are no longer
                                            an insider, director, officer, employee or consultant of the Company. You may assign the
                                            said commission from time to time to any party at your sole discretion. Any assignee of the
                                            said commission shall also have the right to further assign the same from time to time at
                                            its sole discretion.



 


		16.2	For
                                            the purposes hereof “ALRT Products” means any and all products and services
                                            of the nature or kind for which the Company or any of its subsidiaries receive revenues derived,
                                            directly or indirectly, from
such products or services, including without limitation GluCurve Pet CGM and the Diabetes Solution.





    	 



    	 



    




 


		17.	INTENTIONALLY
                                            BLANK



 


		18.	RESTRICTION
                                            AGAINST ALIENATION



 


The
Company agrees that without your consent it will not sell or otherwise dispose of or alienate all or substantially all of its assets
to a third party or undertake any transaction that results in an entity other than the Company and/or its Affiliates owning all or substantially
all the Company’s assets (such third party or other entity being herein referred to as the “Acquiree”) unless
the Acquiree provides assurances satisfactory to you that it will be bound by the provisions of Clause 17 above.


 


		19.	ACCEPTANCE
                                            OF OFFER



 


We
look forward to you accepting this offer and hope we will achieve a mutually rewarding employment relationship.


 


 




    	 



    	 



    

 


Schedule
A


 


	Date
                                            of commencement:

     
	1
                                            July 2022 or the next business day upon receiving approval from the relevant authorities
                                            to commence employment in Singapore, whichever is later

     

	Job
    designation:	Chief
                                            Executive Officer

     

	You
                                            will report to:

     
	The
    Board of Directors of the Company 
	Salary:
    	US$240,000
                                            per annum paid in equal monthly instalments in the amount of US$20,000 commencing on the
                                            Commencement Date.

     

	Bonus:	To
                                            be determined by the Company at its sole and complete discretion.

     

	Allowance
                                            for travel, communications and entertainment:

     
	The
                                            Company will be responsible for all of your reasonable expenses incurred in the course of
                                            performing services for the Company as contemplated by this Agreement and approved by the
                                            Board of Directors. You agree to provide reasonable documentation with respect to any expenses
                                            for which reimbursement is claimed.

     

	Transport
                                            / vehicle allowance:

     
	You
                                            shall be entitled to a monthly transport / vehicle allowance of US$800.

     

	Club
                                            memberships:

     
	You
                                            shall be entitled to be reimbursed for club memberships of your choice.

     

	Benefits:	The
                                            Company will inform you in writing other benefits that you may be entitled to. Any such benefits
                                            may be varied and/or withdrawn by the Company at any time by giving written notice.

     

	Medical
                                            leave:

     
	Your
    medical leave entitlement is as provided in the table below. The total amount of paid outpatient and hospitalisation leave you may
    take is capped at your hospitalisation leave entitlement.   Length of service Paid medical leave Paid hospitalisation leave
    (inclusive of medical leave)   At least 3 months but less than 4 months   5 days 15 days At least 4 months but less than
    5 months   8 days 30 days At least 5 months but less than 6 months   11 days 45 days At least 6 months 14 days 60 days
     
	Health
    insurance:	You
                                            shall be entitled to supplemental health insurance for yourself and any dependents.

     





    	 



    	 



    

 


	Annual
    leave:	Your
                                            annual leave entitlement is thirty-five (35) days. Any unused leave entitlement shall be
                                            forfeited if it is not used within the calendar year in which it accrues. The Company may
                                            at its sole and complete discretion allow you to utilise unused leave entitlement in the
                                            succeeding calendar year.

     

	Maternity
                                            / adoption / paternity / shared parental leave:

     
	Where
                                            applicable, your maternity / adoption / paternity / shared parental leave entitlement shall
                                            be as provided by applicable law.

     

	Childcare
    leave	Where
                                            applicable, your childcare leave entitlement and your extended childcare leave entitlement
                                            shall be as provided by applicable law.

     

	Unpaid
    infant care	Where
                                            applicable, your unpaid infant care leave entitlement shall be as provided by applicable
                                            law.

     

	Entitlement
                                            for work on public holiday:

     
	You
                                            will be entitled to one (1) day off in lieu to be taken at a mutually convenient time, subject
                                            to the prior approval of the Company.

     

	Paid
                                            days for approved community initiatives and corporate social responsibility initiatives

     
	You
    will be entitled to ten (10) days per year for community and corporate social responsibility initiatives in Singapore. 
	Notice
                                            period for

    termination:

     
	Three
                                            (3) months subject to the conditions of this Agreement.

     

	Place
                                            of work

     
	Initially
                                            at residence. Subsequently at leased facilities once the Company enters into a lease agreement
                                            which is expected to occur effective June 2021. Once the premises are leased the place of
                                            work will be a combination of home residence based and at the Company premises.

     



 




    	 



    	 



    

 


SCHEDULE
B


Scope
of duties


 


Your
duties as Chief Executive Officer of the Company will be as agreed between you and the Board of Directors of the Company from time to
time.


 


 




    	 



    	 



    

 


SCHEDULE
C


IP
Rights owned by Chan Sidney Soong-Ling


 





 


 




    	 



    	 



    

 


To
indicate your acceptance of the offer contained in this letter and all its terms and conditions, please sign and return a duplicate of
this letter to us.


 


 


Yours
sincerely


 


 


/s/
Benjamin Szeto 


 


 


Mr.
Ben Szeto, Company Secretary


For
and on behalf of


ALR
Technologies SG Pte. Ltd.


______________________________________________________________________________________


 


I
have read and fully understood the terms and conditions stated above. I hereby confirm my acceptance of this letter and all its terms
and conditions. I will commence work on the date of commencement as set out in Schedule A.


________________


 


 


Name:
Chan Sidney Soong-Ling Signature: /s/ Chan Sidney Soong-Ling


 


 


NRIC
/ Passport No.: GK921360Date: August 4, 2022