Exhibit
10.5


 


Deed


 


 


	 	Director’s
    deed of 

    indemnity, insurance and 

    access	 



 


	 	Mobilicom Limited ACN 617 155 978

                                             

                                            Campbell
McComb
	 



 




     


     


    

 


Contents


 


Table
of contents


 


 






 


	1	Definitions,
    interpretation and deed components	2
	 	1.1	Definitions	2
	 	1.2	Interpretation	4
	 	1.3	Interpretation of inclusive
    expressions	5
	 	1.4	Business Day	5
	 	1.5	Deed components	5
	 	 	 	 
	2	Access
    to Board Papers	5
	 	2.1	Company to keep records	5
	 	2.2	Director may access and use
    Board Papers	5
	 	2.3	Confidentiality and privilege	6
	 	 	 	 
	3	Indemnity
    to Director	7
	 	3.1	Indemnity	7
	 	3.2	Continuing indemnity	7
	 	3.3	Advance of defence costs	7
	 	3.4	Repayment	7
	 	3.5	Conduct of proceedings	7
	 	3.6	Legal representation	8
	 	 	 	 
	4	D&O
    Policy	9
	 	4.1	Company to maintain D&O
    Policy	9
	 	4.2	Terms of D&O Policy	9
	 	4.3	Director’s obligations	10
	 	 	 	 
	5	General	10
	 	5.1	Governing law and jurisdiction	10
	 	5.2	Notices	10
	 	5.3	Invalidity and enforceability	10
	 	5.4	Exclusion of moratoria	10
	 	5.5	Variation	10
	 	5.6	Waiver	11
	 	5.7	Further action	11
	 	5.8	Stamp duty	11
	 	5.9	Other rights	11
	 	5.10	Tax on payments	11
	 	5.11	Entire agreement.	11
	 	5.12	No reliance	11
	 	5.13	Counterparts	11
	 	5.14	Relationship of the parties	11
	 	5.15	Exercise of rights	12
	 	 	 	 
	 	Signing page	13


 




     


     


    

 


Director’s
deed of indemnity, insurance and access


 


 






 


Date
►      2 February 2017


 


Between
the parties


 


 






 


	Company	Mobilicom Limited
	 	ACN 617 155 978 c/- Quinert Rodda & Associates
    Pty Ltd, Suite 1, Level 6, 50 Queen Street, Melbourne VIC 3000 (Company)


 


 






 


	Director	Campbell Gordon McComb
	 	of 65 McGregor Street, Middle Park, VIC 3206
    or address as advised from time to time (Director)


 


 






 


	Recitals	 	The Constitution provides that the Company:
	 	 	 
	 	 	●	must indemnify directors to the
    full extent permitted by law; and
	 	 	 	 
	 	 	●	may enter into contracts of insurance to protect directors
    against any liability incurred by directors as directors of the Company.
	 	 	 	 
	 	2	The Corporations Act provides that the
    Company must provide directors with access to certain Company documents.
	 	 	 
	 	3	The Director will be appointed as a director
    of the Company with effect from the Appointment Date.
	 	 	 
	 	4	In accordance
    with the Constitution and the Corporations Act and in consideration of the Director agreeing to act as a director of the Company,
    the Company has agreed to:
	 	 	 	 
	 	 	●	provide access to Board Papers;
	 	 	 	 
	 	 	●	indemnify the Director against liabilities incurred
    while acting as a director of the Company; and
	 	 	 	 
	 	 	●	maintain a D&O Policy,
	 	 	 	 
	 	 	 	on the terms contained in this deed.


 


 






 


This
deed witnesses as follows:


 


 






 




    	 		Page 1



     


    

 


	1	Definitions,
                                            interpretation and deed components



 


 






 


	1.1	Definitions



 


The
meanings of the terms used in this deed are set out below.


 


	Term	Meaning
	 	 
	 	 
	Access Period	in relation to the Company and each Relevant
    Company (as the case may be) the period commencing on the Appointment Date and ending on the later of:
	 	 
	 	 	the date which is 7 years after
    the Director ceases to hold office as a director of the Company or the Relevant Company (as the case may be); and
	 	 	 
	 	2	the date any Relevant Proceedings commenced (and notified
    by the Director to the Company) during the period specified in item 1 have been finally resolved.
	 	 	 
	 	 	 
	Appointment Date	the date the Director commences acting
    as a director of the Company.
	 	 
	 	 	 
	Board	the board of directors of the Company.
	 	 
	 	 	 
	Board Papers	in relation to the Company:
	 	 	 
	 	 	all material provided to the Director, to the board
    or to any committee of the board (Material), whether in documentary form or some other form, including, but not limited to,
    board papers, submissions, minutes, memoranda, legal opinions, financial statements and subcommittee papers; and
	 	 	 
	 	2	all documents of the Company or to which the Company
    is a party where those documents are referred to in any Material,
	 	 	 
	 	during the Relevant Period.
	 	 
	 	and, in relation to each Relevant Company:
	 	 	 
	 	 	all material provided to the Director in his/her capacity
    as a director of the Relevant Company, to the board of the Relevant Company or to any committee of the board of the Relevant Company,
    whether in documentary form or some other form, including, but not limited to, board papers, submissions, minutes, memoranda, legal
    opinions, financial statements and subcommittee papers; and
	 	 	 
	 	2	all documents of the Relevant Company or to which the
    Relevant Company is a party where those documents are referred to in any such material.


 


 






 




    	 		Page 2



     


    

 


	Term	Meaning
	 	 
	 	 
	Business Day	a day on which banks are open for business in MelbourneVictoria
    other than a Saturday, Sunday or a public holiday in that city.
	 	 
	 	 
	Claim	any writ, summons, claim, cross claim, counterclaim,
    application, examination, allegation, cause of action, suit or demand of any nature whatsoever, other originating legal or arbitral
    process, proceeding, investigation or inquiry or hearing by any Governmental Agency, arising out of or in any way connected to any
    act or omission by the Director, or any written or oral threat that might reasonably  result  in the Director
    apprehending  that any such proceedings would be initiated.
	 	 
	 	 
	Constitution	the Company’s constitution at the date of this deed.
	 	 
	 	 
	Corporations Act	the Corporations Act 2001 (Cth).
	 	 
	 	 
	D&O Policy	a policy of insurance provided and maintained by the
    Company insuring the Director (among others) against liability as a director and officer of the Company and its subsidiaries.
	 	 
	 	 
	Director	has the meaning given in section 9 of the Corporations
    Act.
	 	 
	 	 
	Document	has the meaning given to it for the purposes of the
    Corporations Act.
	 	 
	 	 
	Government Agency	any government or governmental, administrative, monetary,
    fiscal, or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.
	 	 
	 	 
	Liability	a liability of any kind including damages, costs, fees
    and expenses and any applicable taxes levied in respect of that liability.
	 	 
	 	 
	Officer	includes any director and any senior manager of the
    Company and its related bodies corporate.
	 	 
	 	 
	Related Body Corporate	has the meaning given to it for
    the purposes of the Corporations Act.
	 	 
	 	 
	Relevant Company	each related body corporate of the Company of which
    the Director is a director from time to time.


 


 






 




    	 		Page 3



     


    

 


	Term	Meaning
	 	 
	 	 
	Relevant Period	the period commencing on the Appointment
    Date and ending on the date the Director ceases to act as a director of the Company or Relevant Company (as the case may be).
	 	 
	 	 
	Relevant Proceedings	in relation to the Director:
	 	 	 
	 	1	any hearing, conference, dispute, inquiry or investigation
    of a court, arbitrator, mediator, tribunal or governmental or administrative body; and
	 	 	 
	 	2	any procedural step preceding or otherwise relating
    to such a hearing, conference, dispute, inquiry or investigation,
	 	 	 
	 	in which the Director is involved as a
    party or potential party because the Director is or was a director of the Company or Relevant Company (as the case may be) in the
    Relevant Period.
	 	 
	 	 
	Senior Manager	has the meaning given to it for the purposes
    of the Corporations Act.


 


 






 


		1.2	Interpretation



 


In
this deed:


 


		(a)	headings
                                            and bold type are for convenience only and do not affect the interpretation of this deed;



 


		(b)	the
                                            singular includes the plural and the plural includes the singular;



 


		(c)	words
                                            of any gender include all genders;



 


		(d)	other
                                            parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding
                                            meaning;



 


		(e)	an
                                            expression importing a person includes any company, partnership, joint venture, association,
                                            corporation or other body corporate and any Government Agency as well as an individual;



 


		(f)	a
                                            reference to any thing (including, but not limited to, any right) includes a part of that
                                            thing;



 


		(g)	a
                                            reference to any legislation includes all delegated legislation made under it and amendments,
                                            consolidations, replacements or re-enactments of any of them;



 


		(h)	a
                                            reference to a clause, party, schedule, attachment or exhibit is a reference to a clause
                                            of, and a party, schedule, attachment or exhibit to, this deed;



 


		(i)	a
                                            reference to a body, other than a party to this deed (including an institute, association
                                            or authority), whether statutory or not:



 


		(1)	which
                                            ceases to exist; or



 


		(2)	whose
                                            powers or functions are transferred to another body,



 


is
a reference to the body which replaces it or which substantially succeeds to its powers or functions;


 


		U)	a
                                            promise on the part of 2 or more persons binds them jointly and severally;



 




    	 		Page 4



     


    

 


		(k)	a
                                            provision of this deed may not be construed adversely to a party solely on the ground that
                                            the party was responsible for the preparation of this deed or that provision;



 


		(I)	a
                                            reference to a party to a document includes that party’s successors and permitted assignees;
                                            and



 


		(m)	a
                                            reference to the Director includes the estate, heirs and legal representatives of any deceased
                                            or mentally incompetent Director.



 


		1.3	Interpretation
                                            of inclusive expressions



 


Specifying
anything in this deed after the words ‘include’ or ‘for example’ or similar expressions does not limit what else is included.


 


		1.4	Business
                                            Day



 


Where
the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.


 


		1.5	Deed
                                            components



 


This
deed includes any schedule.


 


		2	Access
                                            to Board Papers



 


 






 


		2.1	Company
                                            to keep records



 


		(a)	Subject
                                            to clause 2.1(b), the Company must keep and must use all reasonable endeavours to procure
                                            that each Relevant Company of which the Director is a director keep a complete set of Board
                                            Papers, in a systematic and organised manner, in secure custody during the Access Period.



 


		(b)	Where
                                            Board Papers were brought into existence before the date of this deed, the Company complies
                                            with its obligations under clause 2.1(a) if it uses all reasonable endeavours to collate
                                            and keep, and if it uses all reasonable endeavours to procure each Relevant Company to collate
                                            and keep, those Board Papers in the manner required by clause 2.1(a).



 


		2.2	Director
                                            may access and use Board Papers



 


		(a)	Subject
                                            to clauses 2.2(b) and 2.2(e), if the Director asks to inspect, or for a copy of, a Board
                                            Paper of the Company or a Relevant Company during the Access Period and the request is made
                                            in connection with Relevant Proceedings or the threat of Relevant Proceedings, the Company
                                            must, as soon as practicable after receiving that request:



 


		(1)	where
                                            the request relates to a Board Paper of the Company, allow the Director (or a person nominated
                                            in writing by the Director) to inspect the Board Paper at the Company’s registered office
                                            (or any other place agreed by the Company and the Director) and give the Director a copy
                                            of the Board Paper without charge;



 


		(2)	where
                                            the request relates to a Board Paper of a Relevant Company, use all reasonable endeavours
                                            to procure the Relevant Company to take the steps contemplated by clause 2.2(a)(1).



 




    	 		Page 5



     


    

 


		(b)	The
                                            Director acknowledges that the Company or Relevant Company (as the case may be):



 


		(1)	remains
                                            the owner of all Board Papers; and



 


		(2)	may
                                            request the Director to provide the Company or Relevant Company with reasons why the Director
                                            requires access to a document.



 


		(c)	The
                                            Director must, on written request by the Company or Relevant Company (as the case may be),
                                            provide the Company or Relevant Company with written reasons why the Director requires access
                                            to a document; and



 


		(d)	The
                                            Director must return to the Company or Relevant Company or destroy all copies of any Board
                                            Paper obtained from the Company or Relevant Company under this clause 2.2 within 1O Business
                                            Days after the Relevant Proceedings are finally resolved or the threat of Relevant Proceedings
                                            has ceased to materially exist.



 


		(e)	If
                                            the Company or Relevant Company (as the case may be) has any right (including a right it
                                            has jointly or in common with the Director or with the Directors and others) to privilege,
                                            such as legal professional privilege, in respect of any document which the Director inspects,
                                            copies or uses under this deed or under the Corporations Act or under the general law rights
                                            of a director:



 


		(1)	that
                                            document is to be taken to be confidential;



 


		(2)	by
                                            permitting the inspection, copying or use to the Director or the Director’s permitted nominee,
                                            the Company does not waive any privilege; and



 


		(3)	in
                                            so inspecting, copying or using the document by himself or herself or through the Director’s
                                            permitted nominee, the Director must use best efforts to ensure that so far as is practical
                                            the right to privilege is not lost or waived, whether by the Director or the Director’s nominee
                                            or otherwise.



 


Nothing
in this deed or done pursuant to this deed prevents the Company or Relevant Company (as the case may be) from relying on privilege in
proceedings between the Director and the Company or Relevant Company (including in respect of a document which the Company or Relevant
Company has disclosed to the Director outside those proceedings).


 


		(f)	The
                                            Company acknowledges, and on behalf of each Relevant Company acknowledges, that monetary
                                            damages alone would not be adequate compensation to the Director for the Company’s or Relevant
                                            Company’s (as the case may be) breach of its obligations under this clause 2.2 and that accordingly
                                            specific performance of those obligations is an appropriate remedy.



 


		(g)	This
                                            clause 2.2 does not limit any right of access the Director otherwise has to Board Papers.



 


		2.3	Confidentiality
                                            and privilege



 


		(a)	The
                                            Director must not disclose any confidential information contained in a Board Paper to a third
                                            party unless:



 


		(1)	the
                                            Company or Relevant Company (as the case may be) has given its prior written consent;



 


		(2)	the
                                            Director is required to do so by law;



 


		(3)	the
                                            disclosure is made for the purpose of obtaining professional advice; or



 


		(4)	the
                                            disclosure is made in connection with the Relevant Proceedings or the threat of Relevant
                                            Proceedings in relation to which the Director was given access to the Board Paper,



 


and
the Director uses the Director’s best endeavours to ensure all information disclosed is kept confidential.


 




    	 		Page 6



     


    

 


		(b)	Nothing
                                            in clause 2.3(a) is intended to replace or reduce the duties which the Director may have,
                                            at law, to the Company or a related body corporate.



 


		(c)	Where
                                            the Director is entitled to disclose confidential information under clause 2.3(a) and the
                                            Board Papers include any information to which legal professional privilege attaches for the
                                            benefit of the Company or Relevant Company (as the case may be), or both the Company or Relevant
                                            Company and the Director, the Director must use the Director’s best endeavours to avoid doing
                                            anything that will cause that privilege to be waived, extinguished or lost by the Company
                                            or Relevant Company in relation to third parties.



 


		3	Indemnity
                                            to Director



 


 






 


		3.1	Indemnity



 


The
Company must indemnify the Director, on a full indemnity basis and to the full extent permitted by law, against all losses or liabilities
(including all reasonable legal costs) incurred by the Director as an officer of the Company or of a related body corporate.


 


		3.2	Continuing
                                            indemnity



 


The
indemnity in clause 3.1 is an irrevocable, unconditional, continuing and principal obligation of the Company despite:


 


		(a)	the
                                            resignation or removal of the Director as a director of the Company;



 


		(b)	the
                                            settlement of any dispute between the Director and the Company or a third party; or



 


		(c)	the
                                            occurrence of any other thing,



 


and
remains in full force and effect until released by the Director.


 


		3.3	Advance
                                            of defence costs



 


		(a)	The
                                            Company, on the Director’s request, will advance to the Director reasonable costs incurred
                                            or expected to be incurred by the Director (whether legal or otherwise) in defending Relevant
                                            Proceedings. Any such advance will be interest free.



 


		(b)	The
                                            Director must furnish the Company with invoices or other relevant evidence of the costs incurred
                                            for the purposes of clause 3.3(a).



 


		(c)	If
                                            the Company has advanced an amount for costs under clause 3.3(a), the amount of the advance
                                            will be in part satisfaction of the Company’s obligation to indemnify the Director and will
                                            cease to be repayable unless it is subsequently found that the Director was not entitled
                                            to be indemnified for those costs.



 


		3.4	Repayment



 


If
the Company has paid an amount under clause 3.1 or advanced an amount for costs under clause 3.3(a) and it is subsequently found that
the Director is not entitled to be indemnified for or advanced those costs, the Director must repay the amount of the payment to the
Company within 90 days of a request by the Company.


 


		3.5	Conduct
                                            of proceedings



 


		(a)	The
                                            Company may do one or more of the following:



 


		(1)	assume
                                            the conduct, negotiation or defence of a claim;



 




    	 		Page 7



     


    

 


		(2)	institute
                                            a cross claim or a counterclaim in relation to a claim; and



 


		(3)	subject
                                            to clause 3.6, retain lawyers in relation to a claim to act on behalf of both the Director
                                            and the Company,



 


and,
when it does so, the conduct of the claim will be under the sole management and control of the Company or its insurers (acting reasonably).


 


		(b)	The
                                            Director must:



 


		(1)	give
                                            notice to the Company promptly on becoming aware of any claim or any circumstances which
                                            could reasonably be expected to give rise to any claim against the Director that may give
                                            rise to a right to be indemnified under this deed;



 


		(2)	take
                                            any reasonable action that the Company requests to avoid, dispute, resist, bring an appeal
                                            in, compromise or defend any claim or any adjudication of a claim;



 


		(3)	not
                                            make any admission of liability or payment in respect of or settle or compromise any claim
                                            without the Company’s prior written consent;



 


		(4)	on
                                            request by the Company, render all reasonable assistance and co-operation to the Company
                                            in the conduct of any claim, including, but not limited to, giving the Company any documents,
                                            authorities and directions that the Company reasonably requires to prosecute or advance any
                                            cross claim or counterclaim in relation to a claim; and



 


		(5)	on
                                            request by the Company, do anything reasonably necessary or desirable to enable the Company
                                            (so far as possible) to be subrogated to and enjoy the benefits of the Director’s rights
                                            in relation to any cross claims or any claims against any third party (including any claim
                                            under any applicable D&O policy) and render any assistance that is reasonably requested
                                            by the Company for that purpose,



 


and
the Company is not obliged to indemnify the Director under this deed or otherwise where the Director fails to perform any of these obligations.


 


		(c)	The
                                            Director is entitled to be reimbursed by the Company the actual costs of the Director reasonably
                                            incurred in taking action or providing assistance under clause 3.5(b).



 


		(d)	In
                                            acting under clause 3.5(a), the Company must, subject to any requirement of its insurers,
                                            have regard to the principle that the reputation of the Director should not be injured unreasonably.



 


		(e)	If
                                            the Company does not elect to take control of the conduct of proceedings under clause 3.5(a),
                                            the Director must ensure that the Company is kept fully informed of any actual or proposed
                                            developments (including, without limitation, any meetings) and is provided with copies of
                                            all material correspondence and documentation relating to such third party claim or action,
                                            and such other information, assistance and access to records and personnel as the Company
                                            reasonably requires.



 


		3.6	Legal
                                            representation



 


The
Director may engage separate legal or other representation and participate in a claim or proceeding against the Director as a result
of or arising from being a director of the Company or a related body corporate. The Company will pay any expenses incurred by the Director
in relation to the representation or participation only to the extent that those expenses are:


 


		(a)	incurred
                                            before the Company assumes conduct of the claim;



 


		(b)	incurred
                                            with the Company’s prior written authority; or



 


		(c)	reasonable
                                            and incurred in circumstances where:



 




    	 		Page 8



     


    

 


		(1)	the
                                            Company has refused to authorise representation or participation by lawyers other than lawyers
                                            acting also for the Company; and



 


		(2)	there
                                            is a reasonable likelihood that the interests of the Director and of the Company would conflict
                                            if the same lawyers were to act on behalf of both the Director and the Company.



 


		4	D&O
                                            Policy



 


 






 


		4.1	Company
                                            to maintain D&O Policy



 


		(a)	Subject
                                            to clause 4.2, the Company must maintain a D&O Policy from the date of this deed until
                                            the end of the Access Period.



 


		(b)	To
                                            the extent required to comply with its disclosure obligations in relation to the D&O
                                            Policy, the Company will seek information from the Director within a reasonable period before
                                            the renewal of the policy.



 


		4.2	Terms
                                            of D&O Policy



 


The
Company must:


 


		(a)	to
                                            the extent that such a policy is available from a reputable insurance company at reasonable
                                            commercial rates, ensure that the D&O Policy:



 


		(1)	is
                                            at least as comprehensive as those available from reputable and financially secure insurance
                                            companies containing the kinds of terms, conditions, exclusions and additional cover commonly
                                            included in a directors and officers insurance policy of the kind effected by companies in
                                            the same industry as the Company that have a comparable market capitalisation, size and nature
                                            of operations and a similar financial status to the Company and a desire to protect directors
                                            and former directors to the maximum extent that is reasonable in the circumstances; and



 


		(2)	is
                                            at least as comprehensive as those available from reputable and financially secure insurance
                                            companies containing the kinds of terms, conditions, exclusions and additional cover commonly
                                            included in a directors and officers insurance policy that is appropriate in view of the
                                            potential liabilities of the Director (which will require consideration of the activities
                                            of and potential liabilities incurred by the Company at the time the Director was a director
                                            of the Company); and



 


		(3)	is
                                            at least as comprehensive as the directors and officers insurance policy effected for the
                                            benefit of the existing directors of the Company from time to time during the Access Period;



 


		(b)	to
                                            the maximum extent permitted by law, pay the cost of any premiums under the D&O Policy;



 


		(c)	to
                                            the extent that any part of the premium for the D&O Policy may not by law be paid by
                                            the Company, give the Director notice of and a reasonable opportunity to contribute that
                                            part of the additional premium which is attributable to the Director (if required for the
                                            policy to be effective); and



 


		(d)	at
                                            the request of the Director, give the Director a copy of the D&O Policy and a certificate
                                            of currency in respect of the D&O Policy.



 




    	 		Page 9



     


    

 


		4.3	Director’s
                                            obligations



 


		(a)	To
                                            the extent required to comply with its disclosure obligations in relation to the D&O
                                            Policy, the Director will provide the Company with the information requested by it within
                                            a reasonable period before the renewal of the policy.



 


		(b)	Nothing
                                            in this deed modifies or limits any obligation of the Director under the terms of any applicable
                                            D&O Policy. Furthermore, the terms of this deed shall not negate any obligation that
                                            the Director might have to assist the Company in complying with any obligations it may have
                                            under the terms of such D&O Policy and the Director must not take or fail to take any
                                            action which may prejudice the ability of the Company to recover under any such D&O Policy.



 


		5	General





 


 






 


		5.1	Governing
                                            law and jurisdiction



 


		(a)	This
                                            deed is governed by the law in force in Victoria.



 


		(b)	Each
                                            party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction
                                            in Victoria and courts of appeal from them in respect of any proceedings arising out of or
                                            in connection with this deed. Each party irrevocably waives any objection to the venue of
                                            any legal process in these courts on the basis that the process has been brought in an inconvenient
                                            forum.



 


		5.2	Notices



 


Any
notice or other communication to or by a party to this deed:


 


		(a)	must
                                            be in legible writing addressed as shown at the commencement of this deed or as specified
                                            to the sender by any party by notice; and



 


		(b)	may
                                            be delivered by hand or sent by prepaid post or facsimile transmission.



 


		5.3	Invalidity
                                            and enforceability



 


		(a)	If
                                            any provision of this deed is invalid under the law of any jurisdiction the provision is
                                            enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable
                                            terms or not.



 


		(b)	Clause
                                            5.3(a) does not apply where enforcement of the provision of this deed in accordance with
                                            clause 5.3(a) would materially affect the nature or effect of the parties’ obligations under
                                            this deed.



 


		5.4	Exclusion
                                            of moratoria



 


Any
statute, moratorium or other governmental order that prejudicially affects the rights, powers or discretions of the parties under this
deed does not apply to this deed unless application is mandatory.


 


		5.5	Variation



 


A
variation of any term of this deed must be in writing and signed by the parties.


 




    	 		Page 10



     


    

 


		5.6	Waiver



 


		(a)	A
                                            party waives a right under this deed only if it does so in writing.



 


		(b)	A
                                            party does not waive a right simply because it:



 


		(1)	fails
                                            to exercise the right;



 


		(2)	delays
                                            exercising the right; or



 


		(3)	only
                                            exercises part of the right.



 


		(c)	A
                                            waiver of one breach of a term of this deed does not operate as a waiver of another breach
                                            of the same term or any other term.



 


		5.7	Further
                                            action



 


Each
party must do all things and execute all further documents necessary to give full effect to this deed.


 


		5.8	Stamp
                                            duty



 


The
Company must pay any stamp duty chargeable on this deed.


 


		5.9	Other
                                            rights



 


Nothing
in this deed limits or restricts any other right of indemnity or other exoneration or protection available to the Director independently
of this deed, whether under general or statutory law or otherwise, including arising from a relationship of employment with the Company
but nothing in this deed requires the Company to pay more than once in respect of any claim.


 


		5.10	Tax
                                            on payments



 


If
payment is due to the Director under this deed (Payment) and its receipt or derivation gives rise to a liability for tax (including
income or goods and services tax) on or payable by the Director, the Company must increase the Payment by the amount necessary to ensure
that, after payment of the tax, the balance remaining to the Director is equal to the amount of the Payment.


 


		5.11	Entire
                                            agreement



 


This
deed states all the express terms agreed by the parties in respect of its subject matter. It supersedes all prior discussions, negotiations,
understandings and agreements in respect of its subject matter.


 


		5.12	No
                                            reliance



 


Neither
party has relied on any statement by the other party not expressly included in this deed.


 


		5.13	Counterparts



 


This
deed may be executed in any number of counterparts.


 


		5.14	Relationship
                                            of the parties



 


		(a)	Nothing
                                            in this deed gives a party authority to bind any other party in any way.



 




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		(b)	Nothing
                                            in this deed imposes any fiduciary duties on a party in relation to any other party.



 


		5.15	Exercise
                                            of rights



 


		(a)	Unless
                                            expressly required by the terms of this deed, a party is not required to act reasonably in
                                            giving or withholding any consent or approval or exercising any other right, power, authority,
                                            discretion or remedy, under or in connection with this deed.



 


		(b)	A
                                            party may (without any requirement to act reasonably) impose conditions on the grant by it
                                            of any consent or approval, or any waiver of any right, power, authority, discretion or remedy,
                                            under or in connection with this deed. Any conditions must be complied with by the party
                                            relying on the consent, approval or waiver.



 




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Signing
page


 


	 	Executed as a deed
	 	 


 


 


Signed
sealed and delivered by


 


Mobilicom
Limited


by


 


 


 


 


 






 


Signed
sealed and delivered by


 


 


 


 






 






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