Exhibit 10.3


 


MOBILICOM
LIMITED


 


A.C.N.
617 155 978


 


14
September 18


 


Mr
Jonathan Brett 

Unit 3, 37 Salisbury Rd, 

Rose Bay


2029


 


Appointment
as a Non-Executive Director to the Board of Mobilicom Limited


 


Dear
Jonathan,


 


The
purposes of this letter is to confirm the terms of your appointment as a Non-Executive Director of Mobilicom Limited [ACN 617 155 978]
(“the Company”) with effect from the date of your acceptance of this letter. To assist you in the fulfilment of your duties
and responsibilities as a Non-Executive Director of the Company, please read the following information and enclosures carefully and forward
your Director’s Interest Declaration to the Company Secretary, Katherine Goland, as soon as possible.


 


Fellow
directors


 


Your
fellow directors are Mr. Oren Elkayam (Chairman and Managing Director), Mr. Yossi Segal (Executive Director), Campbell McComb (Non-Executive
Director) and Mr. Mark Licciardo (Non-Executive Director). We all look forward to welcoming you to the Company.


 


Term
of appointment


 


We
confirm that you have been appointed by the Board of Directors to fill a casual vacancy. As such, you will be subject to re-election
at the next annual general meeting of the Company. Following this, at each annual general meeting, one-third of the Directors (or if
their number is not a multiple of three (3), then the number nearest to but not more than one-third) of the Directors must retire from
office. The Directors are to retire by rotation at an annual general meeting are those Directors who have been longest in office since
their last election or appointment.


 


In
accordance with the Board Charter (referred to below) the Board has adopted a process of periodic Board and individual Director evaluation.
A recommendation by the Board as to your re-election will be dependent on your performance.


 


You
may resign at any time upon written notice to the Board or your appointment may be terminated in accordance with clauses 56 and 61 of
the Company’s Constitution (“Constitution”). Should you elect to resign during your term as a Director, it is desirable
for succession planning purposes that you give the Managing Director as much notice as possible.


 


You
acknowledge that this letter creates a contract for services and not a contract of employment between yourself and the Company.


 


Time
commitment envisaged


 


Overall,
we anticipate a time commitment of 2 days per month to complete your duties as a Non-Executive Director. This will include some
travel and attendance at Board meetings, either by phone or in person, periodically up to once a month. The anticipated time
commitment is an estimate only and you are expected to be active in your role as a non-executive director. You may be expected to
provide a greater time commitment during the Company’s investor roadshows (if any). General meetings of the Company usually
occur once a year. The Company will reimburse you for travel and per diem expenses, as approved in writing in advance by the
Managing Director. International and local travel shall be based on the Company’s travel policy, as may be amended from time
to time.


 






     


     


    

 


By
accepting this appointment, you will be confirming that you are able to allocate sufficient time to meet the expectations of your role.
The agreement of myself (or my successor as Managing Director) should be sought before accepting additional appointments that might impact
on the time you can devote to your role as a Non-Executive Director of the Company.


 


To
prepare for meetings, Directors are expected to read Board papers and any other documents circulated to Directors. Board papers are normally
provided at least 5 days prior to each scheduled Board meeting, however from time to time there may be special circumstances in which
it is necessary to present papers closer to, or at, a meeting, although it is expected that instances of the latter will be rare.


 


Expectations
regarding involvement with committee work


 


The
Board may, in future, establish various Committees which may include an:


 


		1.	Audit,
Risk & Compliance Committee; and





 


		2.	Remuneration
Committee.





 


You
may be asked to join any Committees that are established. Each of these Committees, if/when established, will aim to meet a minimum of
twice annually. Additional remuneration may be payable to any Director who is a member of a Committee (if/when established).


 


Company
Constitution


 


The
Board governs the internal management of the Company in accordance with the terms of the Constitution. The Constitution contains many
procedural provisions including details of the following:


 


		●	Circumstances
in which an office of a Director becomes vacant;



 




		●	Requirement
to disclose Director interests and any matters that affect Director independence;





 


		●	Remuneration
and expenses; and



 




		●	Indemnity
and insurance arrangements.





 


 For further information on other provisions refer to the attached Constitution.




 


Circumstances
in which an office of director becomes vacant


 


Under
clause 61 of the Constitution, the position of Director becomes immediately vacant if the Director:


 


		1.	ceases
to be a Director by virtue of the Corporations Act 2001 (Cth) (the “Act”); or



 




		2.	is
prohibited by the Act from holding office or continuing as a Director;



 




		3.	is
prohibited from holding or is removed from the office of Director by an order made under the Act;



 




		4.	becomes
bankrupt or makes any general arrangement or composition with his or her creditors;



 




		5.	cannot
manage the Company because of his or her mental incapacity and is a person whose estate or property has had a personal representative
or trustee appointed to administer it;



 




		6.	resigns
from his or her office as Director by notice in writing to the Company;



 




		7.	is
removed by a resolution of the Company; or



 




		8.	not
being engaged abroad on the business of the Company, is absent from Director’s meetings for three (3) consecutive months without
leave of absence from the other Directors.





 






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Provision
of information


 


Clause
68 of the Constitution requires a Director to disclose to the Board actual or potential conflicts of interest that may or might reasonably
be thought to exist between the interests of the Director and the interests of any other parties in carrying out the activities of the
Company. This is consistent with section 191 of the Act that requires Directors to disclose a material personal interest to the other
Directors when a conflict of interest arises.


 


If
you have a conflict of interest you may give the other Directors of the Company standing notice of such conflict by giving written details
of the nature and extent of the interest either to the Company Secretary or to the Directors at a Board meeting. If given to the Company
Secretary, they will enter the conflict into the Register of Ongoing Conflicts of Interests and circulate a copy of the notice to each
of the other Directors. Under this method the notice is considered given once each Director has received a copy.


 


You
acknowledge that the Company is listed on the Australian Securities Exchange (ASX) and, as such, has specific disclosure requirements
that it must meet. You agree to:


 


		1.	immediately
upon signing this letter, provide the Company Secretary with details of any interest you hold directly or indirectly in the securities
of the Company; and



 




		2.	upon
any change to the direct and/or indirectly interest you hold in the securities of the Company, immediately notify the Company Secretary
of the details of every relevant particular of the change.





 


Remuneration
and expenses


 


Your
remuneration will be solely comprised of $40,000 to be settled as follows:


 


		1.	the
issue of 250,000 fully paid ordinary shares in the Company shortly after your appointment; and



 




		2.	issue
of a further 250,000 fully paid ordinary shares in the Company 6 months after your appointment, subject to you continuing to be a Director
of the Company for that time period.





 


The
issue of the above shares to you will be subject to and conditional upon receipt of all required shareholder and/or regulatory approval
being received for the issue(s), although it is not envisaged that any such approvals will be required. The issue of the above shares
will comprise your total aggregate remuneration for the period up to expiration of 12 months from your appointment. Your remuneration
after the expiration of 12 months from your appointment will be as approved by the Board in writing.


 


You
will be reimbursed for out of pocket expenses incurred in connection with you performing your role as a Non-Executive Director as approved
in writing in advance by the Managing Director. Further details of the Company’s policies are set out above.


 


Indemnity
and insurance arrangements


 


Clause
80 of the Company’s Constitution allows the Company to provide Directors’ and Officers’ insurance for the benefit of
the Directors. The Company currently has a Directors’ and Officers’ insurance policy.


 


Each
of the current Directors has also entered into a Deed of Indemnity and Access, covering the subjects of indemnity of Directors, Directors’
and Officers’ Insurance, and access to Company documentation.


 


A
copy of the Deed of Indemnity will be provided to you with this letter.


 






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Board
Charter


 


The
Board Charter is a policy document stating the Board’s corporate governance activities and is an essential reference tool for all
Directors. You are expected to adhere to the provisions of the Board Charter and the “spirit” of its terms.


 


A
copy of the Board Charter is attached, and we suggest that you read it carefully prior to attending your first Board meeting.


 


Powers
and duties of directors


 


The
Act states that the business of a company is to be managed by, or under the direction of, the Directors. In doing so, the Directors may
exercise all powers of the Company except those reserved by the Act (or the Company’s Constitution) for general meetings.


 


In
addition, the Act is the pre-eminent source of Directors’ duties. Broadly speaking, there are five fundamental duties that all
directors have and these are enshrined in the Act in the following sections:


 


		1.	A
duty to act with due care and diligence – s. 180;



 




		2.	A
duty to act in good faith – s. 181;



 




		3.	A
duty not to gain an advantage by improper use of their position - s. 182;



 




		4.	A
duty not to misuse information – s. 183; and



 




		5.	A
duty not to trade while insolvent – s. 588G.





 


Requirement
to disclose any matters that affect the director’s independence


 


In
its Board Charter, the Company has adopted the ASX Corporate Governance Council’s definition of an independent director and is
committed to moving towards having a majority of independent directors on the board. A determination of a Director’s independence
is made following the appointment of the Director and each year all Directors are asked to reaffirm their status. However, Directors
must also disclose any matter that affects their independence as soon as possible after the matter arises.


 


Trading
policy governing dealings in securities (including any share qualifications) and related financial instruments by directors, including
notification requirements


 


The
Company has a Share Trading Policy which covers Directors, members of senior management and other employees likely to be in possession
of unpublished price sensitive information. In addition, consistent with the law, all Directors are prohibited from trading in the Company’s
securities while in the possession of unpublished price sensitive information concerning the Company. Unpublished price sensitive information
is information regarding the Company, of which the market is not aware, that a reasonable person would expect to have a material effect
on the price or value of the Company’s securities.


 


The
completion of any such trade by a Director must be notified to the Company Secretary who in turn must advise the ASX.


 


Access
to independent professional advice


 


The
Board collectively and each Director (subject to the approval of the Managing Director which must not be unreasonably withheld) has the
right to seek independent professional advice at the Company’s expense to assist them to carry out their responsibilities.


 


Confidentiality
and rights of access to corporate information


 


Directors
of the Company are often privy to sensitive, confidential information. Consequently, all Directors have certain duties relating to that
information, including:


 


		1.	Keeping
confidential information confidential;



 




		2.	Not
disclosing non-public information unless authorised by the Board or legally mandated; and



 




		3.	Not
using such information for an improper purpose.



 






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Directors
have a statutory right to, in the event of legal proceedings, inspect the books of the Company (except its financial records) at all
reasonable times. A Director has a right of access to the financial records at all reasonable times.


 


Former
Directors have a statutory right to, in the event of legal proceedings initiated against such former Director(s), inspect the books of
a company (including its financial records) for a period of seven years after ceasing to be a Director.


 


Governing
law


 


This
contract for services is subject to and governed by the laws in force in Victoria, Australia. By signing this letter, you submit to the
jurisdiction of the courts of Victoria, Australia.


 


If
you have any questions please do not hesitate to contact our Company Secretary, Katherine Goland. If you agree to these terms, please
sign and return the duplicate of this letter and Director’s Interest Declaration to the Company Secretary.


 


	Yours sincerely,	 
	 	 
	/s/ Oren Elkayam	 
	Oren Elkayam	 
	Chairman and Managing Director	 



 


Enclosures:


 


		●	Director’s
Interest Declaration (for completion)



 




		●	Company
Constitution



 




		●	Board
Charter (including Committee Charters and company policies)



 




		●	Deed
of Access and Indemnity





 


I
agree to the terms contained in this letter.


  





	/s/ Jonathan Brett	 
	Mr. Jonathan Brett	 
	Date: 09/14/2018	 


 


 






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MOBILICOM
LIMITED


ACN
617 155 978


 


DIRECTOR’S
DECLARATION


 


To:
The Board of Directors


 


I
hereby disclose the following directorships that l currently hold, and directorships that l have held in listed companies over the past
three years (please include dates):


 


	ASX Listed Companies	 	 	 	 
	Company	 	Position	 	Period (from/to)
	 	 	 	 	 
	Vocus Group Limited	 	Non-executive Director	 	1999 to August 2018
	 	 	 	 	 
	The PAS Group Limited	 	Non-executive Director	 	May 2014 to Nov 2016
	 	 	 	 	 
	Godfreys Limited	 	Non-executive Director	 	Nov 2012 to July 2016
	 	 	 	 	 
	Bright Innovations Limited	 	Non executive Chairman (Designate)	 	On IPO -
	 	 	 	 	 
	Indoor Skydiving Australia Limited	 	Non executive Chairman (Designate)	 	
    21 September 2018 - 




 


	Non ASX Listed Companies	 	 	 	 
	Company	 	Position	 	Period (from/to)
	 	 	 	 	 
	Investec Wentworth Private Equity Limited	 	Executive Director	 	Feb 2002 to Mar 2016
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


	Private Companies	 	 
	Company	 	Position
	 	 	 
	Dalesam Pty Ltd	 	Director
	 	 	 
	Soho Property Pte. Ltd	 	Non-executive director
	 	 	 
	Stride Equity Partners Pty Ltd	 	Executive chairman
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 









 






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I
hereby disclose the following related party transactions to the Company:


 


None


 


	 


 
	  




	 
	  




	 
	  




	 
	  




	 
	  







 


I
hereby disclose that l have the following direct and indirect interests in shares and options of Mobilicom Limited (an indirect interest
is any holding by a party related to you. i.e. spouse or any company in which you are a director):


 


	Direct Holding	 	 	 	 
	Name security held in	 	Shares (qty)	 	Options (qty)
	 	 	 	 	 
	None	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	Indirect Holding	 	 	 	 
	Name security held in	 	Shares (qty)	 	Options (qty)
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	Signed	 
	 	 
	/s/ Jonathan Brett	 
	Mr. Jonathan Brett	 
	Date: 09/14/2018	 


 


 


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