Exhibit 10.12


 


EXHIBIT B


 


Lock-Up Agreement


 


[●], 2022


 


ThinkEquity LLC


17 State Street, 22nd Floor


New York, NY 10004


 


As Representative of the several Underwriters named on Schedule 1 to
the Underwriting Agreement referenced below


 


Ladies and Gentlemen:


 


The undersigned understands
that ThinkEquity LLC (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting
Agreement”) with Mobilcom Limited, an Australian corporation (the “Company”), providing for the initial public
offering (the “Public Offering”) of American Depositary Shares (the “ADSs”) representing shares
of common stock, no par value, of the Company (the “Common Shares” and together with the ADSs, the “Shares”).


 


To
induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without
the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending
90 days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer,
pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities
convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect
to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”);
(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities,
in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4)
publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other
arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may
transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up
Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section
13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement
shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market
transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for
the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship
by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution;
(d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up
Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with
the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined
in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee
or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e),
(i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up
agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange
Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of
Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Shares
issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the
Underwriting Agreement) (the “Plan Shares”) or the transfer of Shares or any securities convertible into Shares to
the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities,
in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection
with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under
Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within 90
days after the date of the Underwriting Agreement, and after such 90th day, if the undersigned is required to file a report
under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period,
the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax
withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares
shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the
Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the
transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of
the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period, the undersigned shall include a statement
in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1
under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of
Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is
required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public
announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during
the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order
or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially
in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section
13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include
a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third
party tender offer, merger, consolidation or other similar transaction made to all holders of the Shares involving a change of control
(as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided
that in the event that the tender offer, merger, consolidation or other such transaction is not completed,
the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes
of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation,
consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the
Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority
of total voting power of the voting stock of the Company . The undersigned also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance
with this lock-up agreement.


 






    


     


    

 


The undersigned agrees that,
prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period
from the date hereof to and including the 34th day following the expiration of the initial Lock-Up Period, the undersigned
will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written
confirmation from the Company that the Lock-Up Period has expired.


 


If the undersigned is an officer
or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed
or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees
that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection
with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company
has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at
least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder
to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions
of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration
and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the
duration that such terms remain in effect at the time of such transfer.


 


The undersigned understands
that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering.
The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors and assigns.


 


The undersigned understands
that, if the Underwriting Agreement is not executed by December 3, 2022, or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then
this lock-up agreement shall be void and of no further force or effect.


 






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Whether or not the Public
Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to
an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.


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	 	Very truly yours,
	 	 
	 	 
	 	(Name - Please Print)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name of Signatory, in the case of entities - Please Print)
	 	 
	 	 
	 	(Title of Signatory, in the case of entities - Please Print)
	 	 
	 	 
	 	Address:	 
	 	 	 
	 	 	 


 


 


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