Exhibit
4.4


 


WARRANT
AGENT AGREEMENT


 


This
Warrant Agent Agreement (the “Warrant Agent Agreement”) made as of [●], 2022, is between Mobilicom Limited,
a corporation formed under the laws of Australia (the “Company”), and VStock Transfer, LLC (the “Warrant
Agent”).


 


WHEREAS,
the Company has determined to issue and deliver to investors, among other securities, (i) warrants (the “Regular Warrants”)
to purchase up to an aggregate of [●] American Depositary Shares (the “Regular Warrant ADSs”), each Warrant
ADS representing 275 ordinary shares (the “Regular Warrant Shares”) of the Company and (ii) pre-funded warrants (the
“Pre-Funded Warrants” and together with the Regular Warrants, the “Warrants”) to purchase an aggregate
of [●] American Depositary Shares (the “Pre-Funded Warrant ADSs” and, together with the Regular Warrant ADSs,
the “Warrant ADSs”), each representing 275 ordinary shares (the “Pre-Funded Warrant Shares” and,
together with the Regular Warrant Shares, the “Warrant Shares”) of the Company pursuant to an Underwriting Agreement
entered into between the Company and ThinkEquity LLC, dated [●], 2022 (the “Underwriting Agreement”). Pursuant
to an option under the Underwriting Agreement, the Company may also issue and deliver to investors up to an additional [●] Regular
Warrants and [●] Pre-Funded Warrants. Each Regular Warrant evidences the right of the holder thereof to purchase, for an exercise
price of $[●], one Regular Warrant ADS, subject to adjustment as described in the Warrant Certificate (as defined below) and each
Pre-Funded Warrant evidences the right of the holder thereof to purchase, for an exercise price of $[●], one Pre-Funded Warrant
ADS, subject to adjustment as described in the Warrant Certificate (as defined below) (each such exercise price, the “Warrant
Price”);


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with
the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the legally valid and binding obligations of the Company, and
to authorize the execution and delivery of this Warrant Agent Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in
this Warrant Agent Agreement (and no implied terms or conditions).


 


2. Warrants.


 


2.1 Form
of Warrant. Each Warrant shall be (a) issued in book-entry form or (b) in substantially the form of Exhibit A and Exhibit
B, respectively, attached hereto, the provisions of which are incorporated herein, and signed by, or bear the facsimile or .pdf signature
of, the Chief Executive Officer, Chief Financial Officer of the Company and such other officers of the Company as the Company may designate
(each and “Authorized Signatory” and, collectively, the “Authorized Signatory”). In the event the
person whose facsimile or .pdf signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person
signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at
the date of issuance. All of the Warrants shall initially be represented by one or more book-entry positions (the “Book-Entry
Warrant”). In the event of any conflict between the terms of the Regular Warrant, in the form of Exhibit A attached
hereto, or the Pre-Funded Warrant, in the form of Exhibit B attached hereto, respectively, and the terms of this Warrant
Agent Agreement, the terms of the Regular Warrant and Pre-Funded Warrant shall control, provided, however, that all provisions with respect
to the rights, duties, obligations, protections, immunities and liability of the Warrant Agent only shall be determined and interpreted
solely by the provisions of this Agreement.


 






     


     


    

 


2.2 Registration.


 


2.2.1 Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of the original issuance
and registration of transfers of the Warrants. Upon the initial issuance of the Warrants, at the Company’s written request, the
Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with the instructions delivered to the Warrant Agent by the Company. To the
extent the Warrants are DTC eligible as of the date of issuance (the “Issuance Date”), all of the Warrants shall be
represented by one or more Book-Entry Warrants deposited with the Depository Trust Company (the “Depository”) and
registered in the name of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in the Book-Entry Warrants shall
be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for
each Book-Entry Warrant; (ii) by institutions that have accounts with the Depository (such institution, with respect to a Warrant in
its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only
to owners of beneficial interests that represent such direct registration. If the Warrants are not DTC Eligible as of the Issuance Date
or the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the
Warrant Agent regarding making other arrangements for book-entry settlement within ten (10) days after the Depository ceases to make
its book-entry settlement available. In the event that the Company does not make alternative arrangements for book-entry settlement within
ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form,
the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry
Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive certificates in physical form evidencing
such Warrants in substantially the form annexed hereto as Exhibit A and Exhibit B, as applicable.


 


2.2.2 Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered in the Warrant Register (“Registered Holder”), as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
Certificate (as defined below) made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Any person
in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant is recorded in the records maintained
by the Depository or its nominee shall be deemed the “beneficial owner” thereof.


 


2.2.3
Notwithstanding anything contained herein, a Registered Holder or if the Book Entry Warrants are deposited with the Depositary, the beneficial
owner, has the right, upon written notice to the Warrant Agent (in form and substance acceptable to the Warrant Agent), to request a
physical warrant certificate in substantially the form of Exhibit A and Exhibit B, respectively, each as
attached hereto, for the same number of Warrants as are registered in the name of such Registered Holder or beneficial owner, as applicable,
in the records maintained by the Warrant Agent (a “Warrant Certificate”). Such Warrant Certificate shall be dated
the original issue date of the Warrants and shall be executed by an Authorized Signatory. The Warrant Agent shall deliver the Warrant
Certificate to the Registered Holder as promptly as practicable. To the extent that the Company requests that the Warrant Agent delivers
a Warrant Certificate to a Registered Holder or beneficial owner, as applicable, prior to the closing date of the transactions under
the Underwriting Agreement or the closing date of the option granted by the Company under the Underwriting Agreement, then the Warrant
Agent shall deliver such Warrant Certificate as promptly as practicable following the receipt of such request.


 


2.3 Opinion
of Counsel. The Company shall provide an opinion of counsel reasonably satisfactory to the Warrant Agent prior to the effective date
of this Warrant Agent Agreement. The opinion of counsel shall state that all Warrants or Warrant Shares, as applicable, are: (1) registered
under the Securities Act of 1933, as amended, or are exempt from such registration, and all appropriate state securities law filings
have been made with respect to the warrants or shares; and (2) validly issued, fully paid and non-assessable.


 






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3. Exercise
of Warrants; Transfer; Exchanges. Subject to the provisions of the Warrants and this Warrant Agent Agreement, a Warrant may be exercised
by the Registered Holder thereof by delivering to the office of the Warrant Agent, or at the office of its successor as Warrant Agent,
the notice of exercise, as set forth in the Warrant, duly executed and properly completed, and by paying in full, in lawful money of
the United States by wire transfer to the Warrant Agent (or, if available, pursuant to the cashless exercise feature as set forth in
such Warrant, all cashless exercises should be directed to the Company for calculation of the applicable number of Warrants issuable
upon such cashless exercise and upon completion of such calculation by the Company, the Company shall provide the Warrant Agent with
issuance instructions), the respective Warrant Price for each full Warrant ADS as to which the Warrant is exercised as set forth in the
applicable Warrant. In no event shall the Registered Holder of any Warrant be entitled to “net cash settle” the Warrant.
The Warrant Agent will transmit to the Company the funds received from the Registered Holders for the exercise of the Warrants by the
5th business day of the month following the acceptance of such funds. No ink-original Notice of Exercise shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required; provided, however,
that in the case of notice of exercise that involves transfer of ownership, (for purposes of clarity, transfer of ownership shall not
include issuance of Warrants to the Registered Holder of the Warrants), or change in the name of the registered holder, the Warrant Agent
may reasonably request such documentation to accompany the Notice of Exercise, including a signature guarantee from an eligible guarantor
institution participating in a signature guarantee program approved by the Securities Transfer Association (a “Signature Guarantee”).
In the event of a cash exercise of the Warrants, the Company hereby instructs the Warrant Agent to record cost basis for newly issued
Warrant ADS to be equal to the exercise price thereof. Warrants shall be transferred or exchanged under the terms set forth in Exhibit
A or Exhibit B, as applicable. All Warrant Certificates surrendered for the purpose of transfer, split up, combination
or exchange, when surrendered to the Warrant Agent shall be accompanied by a Signature Guarantee. When a Warrant is exercised, the Company
shall instruct its transfer agent to issue and deliver the relevant Warrant Shares to the custodian for The Bank of New York Mellon,
as depositary (the “Depositary”) and instruct the Depositary as to the delivery of the relevant Warrant ADSs in accordance
with the relevant exercise notice. The Company shall be responsible for payment of the Depositary’s fees for issuance of the Warrant
ADSs.


 


4. Concerning
the Warrant Agent and Other Matters.


 


4.1 Payment
of Taxes. The Company will, from time to time, promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of the Warrants upon the exercise of Warrants, but the Company shall not be obligated to
pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent shall not have any duty or obligation to take any
action under any section of this Warrant Agent Agreement or any Warrant Certificate that requires the payment of taxes and/or charges
unless and until it is satisfied that all such payments have been made.


 


4.2 Resignation,
Consolidation, or Merger of Warrant Agent.


 


4.2.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company. Removal of the
Warrant Agent by the Company shall be subject to thirty (30) days’ notice in writing by the Company to the Warrant Agent. In the
event any transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed
to have resigned automatically and be discharged from its duties under this Warrant Agent Agreement as of the effective date of such
termination. If the office of the Warrant Agent becomes vacant by removal, resignation or incapacity to act or otherwise, the Company
shall appoint, in writing, a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by
the holder of the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder
of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be an entity organized and existing
under the laws of the State of New York, in good standing and have its principal office in the State of New York, and be authorized under
such laws to exercise corporate trust power and subject to supervision or examination by federal or state authorities. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but, if for any reason
it becomes· necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company and
without assumption of any additional liability in connection therewith, an instrument transferring to such successor Warrant Agent all
the authority, powers, and rights of such predecessor Warrant Agent hereunder; and, upon request of any successor Warrant Agent, the
Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and
confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.


 






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4.2.2 Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the Warrants not later than the effective date of any such appointment.


 


4.2.3 Merger
or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or
any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party or any entity which purchases all or
substantially all of the assets of the Warrant Agent shall be the successor Warrant Agent under this Warrant Agent Agreement without
any further act on the part of the Company or the Warrant Agent.


 


4.3 Fees
and Expenses of Warrant Agent.


 


4.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder as set forth in a mutually
agreed upon fee schedule executed on or before the date hereof and will reimburse the Warrant Agent upon demand for all of its reasonable
expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution
of this Warrant Agent Agreement and the exercise and performance of its duties hereunder.


 


4.3.2 Further
Assurances. The Company agrees to perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered, all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Warrant Agent Agreement.


 


4.4 Liability
of Warrant Agent.


 


4.4.1 Reliance
on Company Statement. Whenever, in the performance of its duties under this Warrant Agent Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by an Authorized Signatory, and delivered to the Warrant Agent. The Warrant Agent may rely upon
such statement for any action taken or suffered by it pursuant to the provisions of this Warrant Agent Agreement. From time to time,
Company may provide Warrant Agent with instructions concerning the services performed by the Warrant Agent hereunder. In addition, at
any time Warrant Agent may apply to any officer of Company for instruction, and may consult with legal counsel for Warrant Agent or Company
with respect to any matter arising in connection with the services to be performed by the Warrant Agent under this Agreement. Warrant
Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company for any action taken or omitted by Warrant
Agent in reliance upon any Company instructions or upon the advice or opinion of such counsel. Warrant Agent shall not be held to have
notice of any change of authority of any person, until receipt of written notice thereof from Company.


 


4.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (each as determined by
a court of competent jurisdiction in final and non-appealable decision). The Company agrees to indemnify the Warrant Agent and save it
harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred
or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from
its actions as Warrant Agent pursuant hereto, except as a result of the Warrant Agent’s gross negligence, willful misconduct or
bad faith (each as determined by a court of competent jurisdiction in a final and non-appealable decision). The costs and expenses incurred
in enforcing this right of indemnification shall be paid by the Company.


 






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4.4.3 Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agent Agreement or with respect to the validity
or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained in this Warrant Agent Agreement or in the Warrant (except its countersignature thereof) or be
required to verify the same, and all such statements and recitals are and shall be deemed to have been made by the Company only; nor
shall it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agent Agreement or in any
Warrant; nor shall it be responsible to make any adjustments required under the adjustment provisions contained in the Warrants or responsible
for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment;
nor shall it, by any act hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any Warrants
to be issued pursuant to this Warrant Agent Agreement or any Warrant or as to whether any Warrants will, when issued, be valid, fully
paid and nonassessable.


 


4.4.4 Limitation
of Liability. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any
term of this Warrant Agent Agreement with respect to, arising from, or arising in connection with this Warrant Agent Agreement, or from
all services provided or omitted to be provided under this Warrant Agent Agreement, whether in contract, or in tort, or otherwise, is
limited to, and shall not exceed, the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including
reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought.
Neither party to this Warrant Agent Agreement shall be liable to the other party or any other person or entity for any consequential,
indirect, special or incidental damages under any provisions of this Warrant Agent Agreement or for any consequential, indirect, punitive,
special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen
the possibility of such damages.


 


4.5 Rights
and Duties of Warrant Agent.


 


4.5.1 Counsel.
The Warrant Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion or advice of such counsel
shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it in accordance with
such opinion or advice.


 


4.5.2 No
Duty of Demand. The Warrant Agent shall not have any duty or responsibility in the case of the receipt of any written demand from
any holder of Warrants with respect to any action or default by the Company, including, without limiting the generality of the foregoing,
any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.


 


4.5.3 Reliance
on Attorneys and Agents. The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any
duty hereunder either itself or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for
any act, default, neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, absent gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable judgment
of a court of competent jurisdiction) in the selection and continued employment thereof.


 


4.5.4. Company
Instructions. The Warrant Agent may rely on and shall be held harmless and protected and shall incur no liability for or in respect
of any action taken, suffered or omitted to be taken by it in reliance upon any certificate, statement, instrument, opinion, notice,
letter, facsimile transmission, telegram or other document, or any security delivered to it, and believed by it to be genuine and to
have been made or signed by the proper party or parties, or upon any written or oral instructions or statements from the Company with
respect to any matter relating to its acting as Warrant Agent hereunder.


 






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4.5.5. No
Risk of Own Funds. The Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes
would expose or subject it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with
assurances of repayment or indemnity satisfactory to it.


 


4.6 Acceptance
of Agency. The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the
express provisions hereof (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations
or relationship of agency or trust with any of the owners or holders of the Warrants. Nothing herein shall preclude the Warrant Agent
from acting in any other capacity for the Company or for any other legal entity.


 


4.7 Survival.
The provisions of Section 4.3, Section 4.4, Section 4.5 and Section 4.6 shall survive the expiration of the Warrants, the termination
of this Warrant Agent Agreement and the resignation, replacement or removal of the Warrant Agent.


 


5. Notices
of Changes in Warrant. Upon every adjustment of the exercise price of a Warrant or the number of shares issuable upon exercise of
a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant exercise price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Warrant Agent shall
be fully protected in and shall not be liable for relying upon such a notice.


 


6. Reservation
of Warrants. The Company shall at all times reserve and keep available a number of its authorized but unissued Warrants that will
be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agent Agreement.


 


7. Miscellaneous
Provisions.


 


7.1 Loss.
Theft. Destruction or Mutilation of Warrant. Upon receipt by the Company or the Warrant Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of the Warrants or any stock certificate relating to shares underlying the Warrants,
and in case of loss theft or destruction, of indemnity or security reasonably satisfactory to them (including, posting a bond), and reimbursement
to the Company and the Warrant Agent of all reasonable expenses incidental thereto. and upon surrender and cancellation of such Warrant
or stock certificate, if mutilated, the Warrant Agent will deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.


 


7.2 Successors.
All the covenants and provisions of this Warrant Agent Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.


 


7.3 Notices.
Any notice, statement or demand authorized by this Warrant Agent Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be in writing and shall be delivered by hand or sent by registered or certified mail or overnight
courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:


 


Mobilicom
Limited


1
Rakefet Street, Shoham


Israel
6083705


Attention:
Oren Elkayam, CEO, and Liad Gelfer, Director of Finance


Fax:
[●]


 


with
a copy (which shall not constitute notice) to:


 


Sichenzia
Ross Ference LLP


1185
Avenue of the Americas, 31st Floor


New
York, New York 10036


Attention:
Gregory Sichenzia, Esq.


Email:
gsichenzia@srf.law


 






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Any
notice) statement or demand authorized by this Warrant Agent Agreement to be given or made by the holder of any Warrant or by the Company
to or on the Warrant Agent shall be in writing and shall be delivered by hand or sent by registered or certified mail or overnight courier
service, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:


 


VStock
Transfer, LLC


18
Lafayette Place


Woodmere,
NY 11598


Attention:
Yoel Goldfeder


Email:
yoel@vstocktransfer.com


 


[_______________________]





 


Any
notice, statement or demand authorized to be given or made by the Warrant Agent or the Company to the holder of any Warrant shall be
in writing and shall be delivered by hand or sent by first-class mail, postage prepaid or registered or certified mail or overnight courier
service, addressed, at the last address set forth for such holder in the Warrant Register. Any notice, sent pursuant to this Warrant
Agent Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight
courier, on the next business day of the delivery to the courier, if sent by registered or certified mail on the third business day after
registration or certification thereof, and if sent by first class mail on the fifth business day after mailing.


 


7.4 Applicable
Law. The validity, interpretation, and performance of this Warrant Agent Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflict of laws that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Warrant Agent Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process
or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section 7.3 hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or claim.


 


7.5 Examination
of the Warrant Agent Agreement. A copy of this Warrant Agent Agreement shall be available at all reasonable times at the office of
the Warrant Agent for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit his,
her or its Warrant for inspection.


 


7.6 Counterparts;
Signatures. This Warrant Agent Agreement may be executed in any number of counterparts, and each of such counterparts shall, for
all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Facsimile
signatures (or .pdf copy via e-mail attachment) shall constitute original signatures for all purposes of this Warrant
Agent Agreement.


 


7.7 Effect
of Headings. The section headings herein are for convenience only and are not part of this Warrant Agent Agreement and shall not
affect the interpretation thereof.


 


7.8 Amendments.
The Company and the Warrant Agent may amend this Warrant Agent Agreement by executing a Supplemental Agreement with the consent of the
Holders of not fewer than a majority of the unexercised Warrants affected by such amendment, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Warrant Agent Agreement; provided however, that, without the
consent of each of Registered Holders affected thereby, no such amendment may be made that changes the Warrants. Upon the delivery of
a certificate from an Authorized Signatory which states that the proposed amendment is in compliance with the terms of this Section 7.8,
the Warrant Agent shall execute such amendment. Notwithstanding anything in this Warrant Agent Agreement to the contrary, the Warrant
Agent shall not be required to execute any amendment to this Warrant Agent Agreement that it has determined would adversely affect its
own rights, duties, obligations or immunities under this Warrant Agent Agreement. No amendment to this Warrant Agent Agreement shall
be effective unless duly executed by the Warrant Agent.


 






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7.9 Severability.
This Warrant Agent Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Warrant Agent Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto shall use their reasonable best efforts to substitute a valid,
legal and enforceable provision, which, insofar as practicable, implements the original purposes and intents of this Warrant Agent Agreement;
provided, however, that if any excluded provision shall affect the rights, immunities, liabilities, duties or obligations of the Warrant
Agent, the Warrant Agent shall be entitled to resign immediately upon written notice to the Company.





 


7.10 Persons
Having Rights under this Warrant Agent Agreement. Nothing in this Warrant Agent Agreement expressed and nothing that may be implied
from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the Registered Holders any right, remedy, or claim under or by reason of this Warrant Agent Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Warrant Agent Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and
of the Registered Holder.


 


7.11 Force
Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent shall not be liable for any delays or failures
in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, epidemic, pandemic, terrorist
acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunctions of any utilities, communications, or computer facilities,
or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war
or civil unrest. This provision has no effect on the Company’s liability for the performance of its obligations under the Warrants.


 


********************


 


(Signature
Page Follows)


 






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IN
WITNESS WHEREOF, this Warrant Agent Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	Mobilicom
    Limited
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	VStock
    Transfer, LLC
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 








 






    9


     


    

 


EXHIBIT
A


Form
of Regular Warrant


 


 


 


 


 


 


 


 


 




     


     


    


 


EXHIBIT
B


Form
of Pre-Funded Warrant