Executive Service Agreement, dated December 29, 2024 between Universal Biosensors Pty Ltd and Peter Mullin

1.

Your employment

1.1

Commencement

1.2

Position and nature of employment

(a)

the position is commensurate with your skills and experience; and

(b)

your annual total remuneration package (TRP) is not decreased.

1.3

Hours of work

1.4

Location

1.5

Employment obligations

(a)

perform your duties and responsibilities in a proper and efficient manner;

(b)

comply with all lawful and reasonable directions given to you by the Company and any person duly authorised by the Group, and any obligations on you as a person holding an executive-level position with an ASX-listed entity;

(c)

devote the whole of your time, attention and abilities exclusively to the business of the Group during business hours and such other hours as are necessary for you to perform your duties in a satisfactory manner;

(d)

act honestly and in the best interests of the Company, and not intentionally do anything which is or may be harmful to the Group or its business; and

(e)

not act, or be seen to be acting, in conflict with the best interests of the Company or the Group.

2.

Remuneration

2.1

TRP

(a)

base salary; and

(b)

minimum statutory superannuation contributions as required in order to avoid a charge under superannuation legislation.

2.2

Superannuation

2.3

Additional benefits

2.4

Incentive program

(a)

decide whether or not to invite you to participate in any incentive program (other than as set out above);

(b)

determine the terms of any incentive program in which it invites you to participate, including the requirements, targets and formulas for eligibility to receive a benefit;

(c)

at any time, vary, suspend or discontinue any or all incentive programs and their terms; and

(d)

to revoke any invitation to participate in any or all incentive programs prior to it being accepted.

(a)

your participation in any incentive program is conditional upon your continuing employment by the Company and subject to the terms of the relevant incentive program;

(b)

you are not entitled to any pro rata payment under an incentive program if your employment ends during a period over which an incentive is assessed;

(c)

in order to receive any benefit under any incentive program, you must be employed when the benefit is due and not be serving a period of notice at that time, regardless of whether notice was given by you or the Company;

(d)

the award of any benefit is subject to the Company’s utmost discretion and you acknowledge and agree you do not have any entitlement or expectation to receive any such award; and

(e)

if the benefit is one to which superannuation is applicable, the total amount of the benefit is inclusive of a superannuation component.

2.5

Director appointment and fees

(a)

Company Secretary of the Company; and

(b)

Director of one or more members of the Group.

2.6

Expenses

2.7

Comprehensive remuneration

(a)

all duties performed;

(b)

all hours worked (including any additional hours and any time spent to monitor, read, respond to contact or remain available to respond to contact outside your ordinary hours); and

(c)

any and all legal entitlements you may have or become entitled to in connection with your employment, including pursuant to any industrial instrument and any relevant legislation applicable to your employment,

3.

Leave and public holidays

4.

Protecting the Company’s interests

4.1

Policies, practices and procedures

4.2

Confidential information

(a)

remove Confidential Information from the premises of any Group member (except in the proper performance of the duties of your role);

(b)

make copies of Confidential Information (except in the proper performance of the duties of your role);

(c)

either directly or indirectly disclose any Confidential Information unless expressly authorised by the Company or required by law or court order or where the information has become public, otherwise than by breach of this agreement by you; or

(d)

use or attempt to use Confidential Information for your own purposes, for any purpose other than that authorised by the Company or in any manner that may injure or cause loss directly or indirectly to the Company or the Group and/or their business.

4.3

Intellectual property

4.4

Return of Company property

4.5

Surveillance

4.6

Suspension during investigation

4.7

Restricted activities during employment

(a)

be directly or indirectly concerned, involved, interested, engaged or associated (whether as principal, agent, partner, shareholder, joint venturer, director, contractor, employee or any other capacity):

(i)

in or with any person, firm, corporation or entity involved in the conduct of, or preparation for, any business in competition with, or of a similar nature to, the business conducted by any entity in the Group;

(ii)

with any proposal, project, assignment or development which would have the effect of promoting or assisting directly or indirectly any business of a similar nature to the business conducted by any entity in the Group,

(b)

provide any additional products or services to a Client or Prospective Client without receiving the prior written approval of the Company – for the avoidance of doubt, prior approval is required notwithstanding that the products or services to be provided are outside the scope of those provided by the Company or any entity in the Group; or

(c)

accept appointments as an officer of or other role in any other entity.

4.8

Restricted activities after employment

(a)

In order to protect the goodwill and Confidential Information of the Group, and in consideration of your Remuneration, for each Restricted Period you must not, in any capacity, except with the express written permission of the Company:

(i)

within the Restricted Area, carry on, advise, provide services to or be engaged, involved in or materially interested in any business or activity that is competitive with any business carried on by any entity in the Group in a position in which there is a material risk that you will use or disclose Confidential Information;

(ii)

approach or solicit any Client with whom you had dealings in the last 12 months of your employment with a view to:

(A)

ending or altering that Client’s existing relationship with the Group;

(B)

providing the Client with the same or similar services to those provided to the Client by the Group in the last 24 months of your employment;

(iii)

deal with or provide services to any Client with whom you had dealings in the last 12 months of your employment, in relation to services of a kind provided by the Group to the Client in the last 24 months of your employment;

(iv)

approach or solicit any Prospective Client with whom you had dealings in the last 12 months of your employment with a view to providing the Prospective Client with the same or similar services to those that the Group proposed to provide the Prospective Client within the 12 months after the termination of your employment with the Company;

(v)

deal with or provide services to any Prospective Client with whom you had dealings in the last 12 months of your employment in relation to the same or similar services to those that the Group proposed to provide the Prospective Client within the 12 months after the termination of your employment with the Company;

(vi)

approach or solicit any director, employee or contractor of the Group with whom you had work-related contact in the last 12 months of your employment with a view to ending or altering their existing relationship with any entity in the Group;

(vii)

procure or assist any person to undertake any activities in clauses 4.8(a)(i) to 4.8(a)(vi).

(b)

Restricted Period for the purposes of this clause 4.8 means each of the following periods commencing immediately after the termination of your employment with the Company:

(i)

12 months;

(ii)

9 months;

(iii)

6 months;

(iv)

3 months.

(c)

Restricted Area for the purposes of this clause means each of the following areas:

(i)

Australia;

(ii)

Victoria;

(iii)

New South Wales;

(iv)

Queensland;

(v)

South Australia;

(vi)

Western Australia;

(vii)

Tasmania;

(viii)

Northern Territory;

(ix)

Australian Capital Territory;

(x)

Metropolitan Melbourne;

(xi)

within a 50km radius of the location from which you predominantly worked in the last 12 months of your employment.

(d)

You agree and acknowledge that:

(i)

you will acquire experience and Confidential Information, and establish close business relationships with Clients, Prospective Clients and staff of the Group;

(ii)

each of the restrictions in clause 4.8(a) combined with each Restricted Period specified in clause 4.8(b) and each Restricted Area (if applicable) specified in clause 4.8(c) has effect as a separate and independent restriction;

(iii)

these restrictions are intended to operate to the maximum extent permitted by law;

(iv)

if any restriction or portion of a restriction is held to be unenforceable, those restrictions or portions will be removed but the remainder will continue to apply;

(v)

you have had a reasonable opportunity to obtain independent legal advice about these restrictions;

(vi)

for the reasons stated above, the duration, extent and application of the respective restraints contained in this agreement are reasonable and, at the date of this agreement (and as the parties can at that date foresee), are not greater than is reasonably necessary for the protection of the interests of the Group given the nature of their business and undertaking; and

(vii)

damages may be inadequate compensation for breach of the obligations contained in this part and, subject to the Court’s discretion, the Company may restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or will be in breach of clause 4.8.

(e)

The restrictions in this clause do not prevent you from holding or acquiring securities in aggregate of not more than 5% of the issued securities in the capital of any body corporate listed on a recognised stock exchange.

5.

Ending the employment

5.1

Termination on notice

5.2

Payment in lieu of notice

5.3

Notice period directions

(a)

perform lesser or alternative duties as the Company may determine;

(b)

not perform any duties at all;

(c)

not attend for work or any part of the premises of any member of the Group or Client;

(d)

cease using any member of the Group’s property;

(e)

not have any contact with any employees, Clients or business associates of the Group other than normal social contact due to a personal relationship prior to the commencement of the employment; and/or

(f)

comply with any other directions it considers to be appropriate in the circumstances.

5.4

Summary dismissal

(a)

engage in any serious misconduct;

(b)

fail or refuse to comply with any lawful and reasonable direction given by the Company;

(c)

commit a serious or persistent breach of this agreement;

(d)

engage in conduct that would bring, or be likely to bring, the Group into disrepute;

(e)

materially neglect your duties; and/or

(f)

engage in conduct that has the potential to cause damage to the reputation of the Group or any member of the Group.

5.5

Compliance with the Corporations Act

(a)

The Company is not required to:

(i)

pay or provide; or

(ii)

procure the payment or provision,

(b)

Any payments or benefits to be provided to you under this agreement must be reduced to a level that does not require shareholder approval under Part 2D.2, Division 2 of the Corporations Act.

(c)

Where clause 5.5(a) applies, there is no obligation on the Company to seek or obtain shareholder approval or to provide any compensation to you except where specifically contemplated under this clause.

(d)

At its absolute discretion, the Company may use its reasonable endeavours to obtain shareholder approval in respect of any payments that may be made to you on termination of your employment.

(e)

Where shareholder approval is sought in accordance with clause 5.5(d), the Company has the sole discretion as to:

(i)

the wording of any resolutions or explanatory material or other information to be put to shareholders in connection with the approval; and

(ii)

the timing of the request for approval.

5.6

Overpayment

5.7

Resignation as a director

(a)

If, on termination of your employment for any reason, you are a director or other officer of the Company or any other member of the Group or, at the request of the Company, are a director of any other company or body that any member of the Group has an interest in or relationship with, you must resign as a director or other officer of that company or body as soon as practicable after the termination of your employment.

(b)

You irrevocably appoint any employee of the Company nominated by the Board from time to time, as attorney to sign your resignation from any board of directors on your behalf.

5.8

Set-off

6.

General matters

6.1

Warranties

(a)

you have the legal right to enter into this agreement and perform the position specified in Item 2 of the Schedule;

(b)

in performing the duties and obligations under this agreement and the position specified in Item 2 of the Schedule, you will not be in breach of any obligation to a third party, including any continuing employment obligation, restrictive covenant or confidentiality provision;

(c)

you have disclosed to the Company all matters and information which may have been material to the Company’s decision to offer you employment under this agreement or which may impact upon your capacity to perform your duties; and

(d)

you have a lawful right to work in Australia and hold any licence or authorisation required to perform the duties and responsibilities of employment contemplated by this agreement.

6.2

Entire agreement

6.3

Variation

6.4

Effect of Company actions

6.5

Governing law

6.6

Severability

6.7

Deed poll

(a)

You acknowledge and agree that:

(i)

the Company is your employing entity under this agreement and is part of the Group;

(ii)

you will gain access to Clients, Prospective Clients and staff, and acquire Confidential Information of, the Group during your employment; and

(iii)

any breach by you of this agreement (including but not limited to the restrictions in clause 4.7 or 4.8) may result in loss or damage to the Company and/or any member of the Group.

(b)

You irrevocably execute this agreement as a deed poll for the benefit of each member of the Group. For the avoidance of doubt, the purpose of this clause is to allow the enforcement of this agreement by any member of the Group.

(c)

A deed poll resulting from this agreement must not be amended without the written consent of each party to this agreement.

7.

Definitions and interpretation

7.1

Definitions

(a)

Board means the board of directors of the Company.

(b)

Client means any person or entity who during your employment is a client, customer, partner or agent of, or supplier to, any member of the Group.

(c)

Confidential Information means all trade secrets, know-how and any other information confidential to any member of the Group, which relates to the business, trade, affairs, Clients, property or activities of the Group and is generally not available to the public or is not generally known in the industry or industries in which the Group operates. It also includes but is not limited to, any:

(i)

information of the Group relating to its services and products (offered or to be offered), Clients and Prospective Clients including any Client database or Client list (or terms of trade with Clients), pricing, product lists, training manuals, supplier details, technical knowledge or plans, personnel, policies, projects and tenders, inventions, designs, techniques, marketing, research, methods and formulas, code, application software, programs, strategies, and financial information;

(ii)

personal or sensitive information about any Client or Prospective Client or any individual representative of a Client or Prospective Client;

(iii)

confidential information of any Client or Prospective Client or third party obtained by any member of the Group on a confidential basis;

(iv)

personal and financial information about the officers of any member of the Group, and any activities of those persons; and

(v)

employee records and employee related information including personal information, remuneration details, and information contained in employee or payroll files.

(d)

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time;

(e)

Group means each of:

(i)

the Company; and

(ii)

its Related Bodies Corporate (as defined in the Corporations Act);

(f)

Prospective Client means any person or entity who during your employment proposed to become a client, customer, partner or agent of, or supplier to, any member of the Group.

7.2

Interpretation

(a)

the singular includes the plural and vice versa;

(b)

where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(c)

a reference to a clause, paragraph or schedule is a reference to a clause, paragraph or schedule to or of this agreement;

(d)

a reference to this agreement includes any schedules;

(e)

a reference to a monetary amount is a reference to Australian dollars;

(f)

no rule of construction applies to the disadvantage of a party because the party was responsible for the preparation of this deed or a part of it; and

(g)

the words “including”, “for example”, “such as” or other similar expressions (in any form) are not words of limitation.

/s/ Natalie Mullin

/s/ Peter Mullin

Signature of witness

Natalie Mullin

December 29, 2024

1.

Accurate and timely financial reports for the CEO, with detailed insights on financial condition of the business and strategies for improvement

i.

Review/sign off on financial close, reports and reconciliations.

2.

Lead, develop and improve existing financial practices

i.

Ensuring compliance with legal/corporate requirements, corporate governance, including internal audits.

ii.

Accounting papers when new or change to existing standards are introduced

iii.

R&D tax rebate review and submission

3.

Strategic advice on financial implications of management decisions

i.

Sales incentive plans review and/or modelling

ii.

Review/approve all contracts

iii.

Maintain performance rights/options register, including valuation

4.

Provide evaluation, strategic and practical input (including modelling) for projects undertaken or under consideration

5.

Maintain and be responsible for financial controls, including:

i.

Monthly Forecasting

ii.

Annual Budget

iii.

Business case review/approval for CAPEX and projects

iv.

Manage business accountabilities to budget/forecast

v.

Cashflow reporting & management

vi.

Review/Approve payroll, PRQs and expense claims

vii.

Payment approvals on all bank platforms

6.

Group business risk management, including corporate insurance and CyberSecurity.

7.

Grant requirements

8.

ERP system ownership, including all related improvement projects (inventory management, invoicing, payments, collections)

9.

Overall responsible for external audits, tax returns, SEC, ASX, ASIC filings, including…

i.

Preparation and filing for 10Qs, 10K and annual accounts

ii.

Review/approve tax returns

10.

Head up lease negotiations/valuations for office locations – currently HQ and HRL.

11.

Strategic and practical input to shareholder and investment broker communication and liaison together with CEO

12.

All other Company Secretarial matters (TBC at a later date)

13.

Assume control over the internal IT department (TBC at a later date)