UNDERWRITING AGREEMENT between MOBILICOM LIMITED and THINKEQUITY LLC as Representative of the Several Underwriters MOBILICOM LIMITEDUnderwriting Agreement • August 18th, 2022 • Mobilicom LTD • Aircraft • New York
The undersigned, Mobilicom Limited , a corporation formed under the laws of Australia (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Mobilicom Limited, the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as set forth below.
MOBILICOM LIMITED AND THE BANK OF NEW YORK MELLONDeposit Agreement • June 6th, 2022 • Mobilicom LTD • Aircraft • New York
DEPOSIT AGREEMENT dated as of __________, 2022 among MOBILICOM LIMITED, a company incorporated under the laws of the Commonwealth of Australia (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2024 • Mobilicom LTD • Aircraft • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2024 by and between Mobilicom Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES MOBILICOM LIMITEDWarrant Agreement • January 30th, 2024 • Mobilicom LTD • Aircraft
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, ____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [______________1(the “Termination Date”) but not thereafter, to subscribe for and purchase from Mobilicom Limited, an Australian corporation (the “Company”), up to ______ ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) represented by __________ American Depositary Shares (“ADSs”), each ADS representing two hundred seventy-five (275) Ordinary Shares (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defin
EXHIBIT A Form of Representative’s Warrant AgreementWarrant Agreement • June 6th, 2022 • Mobilicom LTD • Aircraft
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mobilicom Limited, a company organized under the laws of Australia (the “Company”), up to ______ American Depositary Shares (“ADSs”), each ADS representing ___________ shares of Common Stock (“Shares”), no par value, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT B Lock-Up AgreementLock-Up Agreement • May 12th, 2022 • Mobilicom LTD • Aircraft
PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES MOBILICOM LIMITEDPre-Funded Warrant Agreement • January 30th, 2024 • Mobilicom LTD • Aircraft
THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, ____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mobilicom Limited, an Australian corporation (the “Company”), up to ______ ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) represented by __________ American Depositary Shares (“ADSs”), each ADS representing two hundred seventy-five (275) Ordinary Shares (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b)
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 30th, 2024 • Mobilicom LTD • Aircraft • New York
WARRANT AGENT AGREEMENTWarrant Agent Agreement • August 18th, 2022 • Mobilicom LTD • Aircraft • New York
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”).
PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES MOBILICOM LIMITEDPre-Funded Warrant • August 18th, 2022 • Mobilicom LTD • Aircraft • New York
THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Mobilicom Limited, a corporation formed under the laws of Australia (the “Company”), up to ______ Ordinary Shares, no par value per share (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented by _____________ American Depositary Share (“ADSs”), each _______________ Ordinary Shares representing one ADS, as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
