Item 1.02 Termination of a Material Definitive Agreement.

On December 19, 2019, SITO Mobile, Ltd. (the "Company") received a written notice (the "MediaJel Notice") from MediaJel, Inc. ("MediaJel") alleging that the Company had materially breached that certain Agreement and Plan of Merger, dated as September 14, 2019 (the "Merger Agreement"), by and among MediaJel, the Company, MJ Acquisition Corp. and Jonathan Black, as the representative of the equityholders of MediaJel, which agreement was previously announced by the Company on September 19, 2019. The MediaJel Notice purported to terminate the Merger Agreement under Section 7.1(c) thereof and requested that the Company pay the Break Fee (as defined in the Merger Agreement) by the second business day following the date of the MediaJel Notice.

On December 27, 2019, the Company provided a written notice (the "SITO Notice") to MediaJel alleging that MediaJel is in material breach of various provisions of the Merger Agreement, that MediaJel therefore had no right to terminate the Merger Agreement under Section 7.1(c) thereof and that the MediaJel Notice did not constitute an effective termination of the Merger Agreement. The SITO Notice did not acknowledge or agree to any alleged breach of the Merger Agreement by the Company and reserved all of SITO's rights with respect to the Merger Agreement.

The Company and MediaJel are currently in discussions regarding an agreement to mutually terminate the Merger Agreement under Section 7.1(a) thereunder, pursuant to which no Break Fee would be payable by either party. Such a mutual termination will be announced when finalized.

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