Form 425 - Prospectuses and communications, business combinations

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 1, 2024

EDOC Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39689		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7612 Main Street Fishers

Suite 200

Victor, NY 14564

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (585) 678-1198

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares, $.0001 par value per share	ADOC	The Nasdaq Stock Market LLC
Rights, exchangeable into one-tenth of one Class A Ordinary Share	ADOCR	The Nasdaq Stock Market LLC
Warrants, each exercisable for one-half of one Class A Ordinary Share, each whole Warrant exercisable for $11.50 per share	ADOCW	The Nasdaq Stock Market LLC

Item 1.01 Entry into a Material Definitive Agreement.

Capitalized terms used in this section but not otherwise defined herein have the same definitions given to such terms in the Securities Purchase Agreement.

As previously disclosed by Edoc Acquisition Corp. (“Edoc” or the “Company”), Edoc entered into a Business Combination Agreement (as amended on March 31, 2023 and December 7, 2023 and as may be further amended or supplemented from time to time, the “Business Combination Agreement,” and the transactions contemplated thereby, the “Transaction”) with Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (the “AOI”), Australian Oilseeds Holdings Limited, a Cayman Islands exempted company (“Pubco”), AOI Merger Sub, Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), American Physicians LLC, a Delaware limited liability company (“Purchaser Representative”), in the capacity as the Purchaser Representative thereunder, and Gary Seaton, in his capacity as the representative for the Sellers (as defined in the Business Combination Agreement) in accordance with the terms and conditions of the Business Combination Agreement (the “Seller Representative”).

As previously disclosed, an extraordinary general meeting of Edoc’s shareholders will be held on March 5, 2024 to approve the Transaction, which includes voting on the proposals described in the definitive proxy statement/prospectus, filed by Edoc on February 8, 2024 (the “Proxy Statement”) in order to consummate the Transaction.

As previously disclosed by Edoc, on August 23, 2023, Pubco executed a Securities Purchase Agreement (as amended on October 31, 2023, December 4, 2023, and as may be further amended from time to time, the “Securities Purchase Agreement”) with AOI, Edoc and Arena Investors, LP, a Delaware limited partnership (the “PIPE Investor”).

On March 1, 2024, the parties entered into Amendment No. 3 to Securities Purchase Agreement (the “Amendment”), which amended the terms of the transaction as follows:

(a)

Amendment of Purchase and Sale of Debentures and Warrants. The Amendment restates Section 2.1 of the Securities Purchase Agreement to reflect changes to the purchases and sale of the debentures and warrants to the PIPE Investor to provide that on the on the first closing date (which will be the date of the closing of the Transaction) (first closing (the “First Closing Date”)), the PIPE Investor will purchase a 10% original issue discount secured convertible Debenture (the “First Closing Debenture”) issued by Pubco in the amount of $2,222,222 (the “First Closing Principal Amount”), which matures 18 months from the First Closing Date (the “First Maturity Date”). On the First Closing Date, in consideration for the issuance of the First Closing Debenture, the PIPE Investor shall pay to Pubco an amount equal to the sum of (A) $2,000,000 minus (B) $1,000,000 (the “First Closing Reserve Amount”). The initial payment to Pubco would total $1,000,000 less applicable legal fees and expenses of the PIPE Investor (the “First Closing Subscription Amount”).

The PIPE Investor will hold the First Closing Reserve Amount in reserve until the earlier to occur of (A) the First Maturity Date and (B) the payment by the PIPE Investor to Pubco of First Closing Reserve Advances (defined below) in the aggregate amount of the First Closing Reserve Amount, upon the conversion by the PIPE Investor of portions of the outstanding principal amount of the First Closing Debenture in the amounts set forth in the schedule below. Within five (5) Business Days following the date the Underlying Shares resulting from the applicable conversion are delivered to the PIPE Investor in accordance with the terms of the First Closing Debenture, the PIPE Investor shall release and pay to Pubco a portion of the First Closing Reserve Amount in the amount of $200,000 (each, a “First Closing Reserve Advance”, and collectively, the “First Closing Reserve Advances”):

an initial First Closing Reserve Advance shall be released upon the conversion of $622,222 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is $1,600,000);

ii.

a further First Closing Reserve Advance shall be released upon the conversion of $400,000 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is $1,200,000);

iii.

iv.

The PIPE Investor’s obligation to make First Closing Reserve Advances to Pubco expire at the First Maturity Date. While the original principal amount of the First Closing Debenture is the First Closing Principal Amount, if the aggregate amount of First Closing Reserve Advances made by the PIPE Investor to Pubco on or prior to the First Maturity Date is less than the First Closing Reserve Amount, then, effective as of the maturity date of the First Closing Debenture, the original principal amount of the First Closing Debenture shall be reduced by an amount equal to the sum of (A) $1,000,0000 minus (B) the aggregate amount of First Closing Reserve Advances made by the to Pubco on or prior to the First Maturity Date.

As an additional condition precedent to the PIPE Investor’s obligation to consummate the First Closing, on or prior to the First Closing Date, the Sponsor has agreed to fund $1,000,000 into an escrow account (the “Sponsor Escrow Amount”) designated by the PIPE Investor subject to an escrow agreement (the “Sponsor Escrow Agreement”) by and among the PIPE Investor, the Sponsor and an escrow agent (the “Sponsor Escrow Agent”). The Sponsor Escrow Agreement will provide that (i) the Sponsor Escrow Agent may not disburse any portion of the Sponsor Escrow Amount unless directed to do so by written notice from the PIPE Investor, (ii) upon the occurrence of an Event of Default (as defined in the First Closing Debenture), the PIPE Investor may send notice to the Sponsor Escrow Agent to disburse 100% of the funds then held in the escrow account to the PIPE Investor, and (iii) until the earlier to occur of an (A) Event of Default, (B) the satisfaction of all of Pubco’s obligations under the First Closing Debenture on or before the maturity date of the First Closing Debenture, and (C) upon the conversion by the PIPE Investor of portions of the outstanding principal amount of the First Closing Debenture, the PIPE Investor shall, within five (5) Business Days following the date the underlying shares resulting from the applicable conversion are delivered to the PIPE Investor in accordance with the terms of the First Closing Debenture, send written notice to the Sponsor Escrow Agent to disburse to the Sponsor a portion of the Sponsor Escrow Amount in the amount of $200,000 (each a “Sponsor Disbursement” and collectively, the “Sponsor Disbursements”) in accordance with the schedule set forth in the Amendment.

Second Closing Date and Third Closing Date

On the 60th trading day following the effectiveness date of the first registration statement filed by Pubco after the closing of the Business Combination (the “Second Closing Date)”, the PIPE Investor will purchase from Pubco, a 10% original issue discount secured convertible debenture issued (the “Second Closing Debenture”) by Pubco in the amount of $2,777,777 (the “Second Closing Principal Amount”), and (2) on the 60th trading day following the effectiveness date of the second registration statement filed by Pubco, which will be the third closing date of the Investment (the “Third Closing Date”), the PIPE Investor will purchase a 10% original issue discount secured convertible debenture (the “Third Closing Debenture”) issued by Pubco in the amount of $2,777,777 (the “Third Closing Principal Amount”). The Second Closing Debenture and the Third Closing Debenture shall mature on the date that is eighteen (18) months from the First Closing Date.

(b)

Extension of Termination Date. The Amendment authorized the extension of the period to hold a First Closing Date under the Securities Purchase Agreement to March 31, 2024.

(c)

Extension of Exclusivity. The Amendment authorized the extension of the exclusivity period under which Pubco, AOI and EDOC agreed to refrain from soliciting, accepting or encouraging any other financing proposal similar to the transactions contemplated under the Securities Purchase Agreement to March 31, 2024.

(d)

Issuance of Penny Warrants to PIPE Investor in the Event of Failure to transfer CQ Oilseeds to AOI. The Amendment provides that if AOI fails to achieve the transfer of all of Energreen Nutrition Australia Pty Ltd.’s equity interests in CQ Oilseeds Pty Ltd. (“CQ Oilseeds”) to become a wholly-owned subsidiary of AOI, on or prior to the substantial completion date of the new CQ Oilseeds plant, or AOI fails to grant a first priority security interest to the PIPE Investor in all of CQ Oilseeds’ assets, free and clear of all other liens and encumbrances other than the first priority security interests of the PIPE Investor pursuant to the Australian CQ Oilseeds General Security Deed, then Pubco shall issue to the PIPE Investor a warrant to purchase 10,000,000 ordinary shares of Pubco at an exercise price of $0.01 per Ordinary Share (each, a “Penny Warrant”) and Pubco shall enter into a registration rights agreement with the PIPE Investor providing registration rights with respect to the underlying shares issuable under each Penny Warrant.

(e)

Company and PIPE Investor First Closing Deliveries. The Amendment amends and restates the list of Pubco’s deliverables to PIPE Investor before the First Closing Date and amends and restates the list of PIPE Investor’s deliverables to Pubco before the First Closing Date.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 8.01 Other Events.

Redemption Deadline Extension

As previously disclosed by Edoc, the extraordinary general meeting of Edoc shareholders (the “Meeting”) to consider the Transaction, among other proposals, has been postponed and will be held at 4:30 p.m. Eastern Time, on Tuesday, March 5, 2024.

As a result of this and the changes described herein, Edoc’s shareholders may submit publicly held Edoc ordinary shares for redemption in connection with the Transaction until the extended deadline of 4:30 p.m. Eastern Time on Tuesday, March 5, 2024, whether or not such shareholders hold shares as of the record date. Shareholders who wish to withdraw their previously submitted redemption requests may do so at any time prior to the Meeting by requesting Edoc’s transfer agent Continental Stock Transfer & Trust Company to return such shares.

Lock-Up Waiver

As previously disclosed by Edoc, in connection with Edoc’s initial public offering, Edoc entered into (i) a letter agreement, dated November 9, 2020, by and among, Edoc, American Physicians LLC (the “Sponsor”) and the directors and officers of Edoc named therein, as amended by that certain First Amendment to Letter Agreement, dated December 5, 2022 (as amended, the “Letter Agreement”) and (ii) unit subscription agreements, dated November 9, 2020, by and between Edoc and the other parties thereto, including the Sponsor and I-Bankers Securities Inc. (the “Subscription Agreements”). The Letter Agreement and the Subscription Agreements, among other things, imposed certain lock-up restrictions on the Edoc securities held by the parties to the Letter Agreement and the Subscription Agreements (collectively, the “Lock-up Parties”).

In connection with the consummation (the “Closing”) of the Transaction, the parties intend to waive such lock-up restrictions so as to permit the following: (A) the distribution by the Sponsor of all of its securities (the “Sponsor Distribution”), including (i) an aggregate of 1,485,153 Insider Shares (as defined in the Insider Letter) and (ii) an aggregate of 414,000 Insider Units (as defined in the Subscription Agreements), including their underlying securities, (B) of the securities distributed in the Sponsor Distribution, an aggregate of 1,444,792 shares to be held by recipients who are not affiliates of Pubco shall be released of all post-Closing lock-up restrictions pursuant to the Letter Agreement or the Subscription Agreements, and (C) an aggregate of 65,000 Insider Units held by I-Bankers Securities Inc., including their underlying securities, shall be released of all post-Closing lock-up restrictions pursuant to the Subscription Agreements. The remaining securities distributed pursuant to the Sponsor Distribution will continue to be subject to the lock-up restrictions of the Letter Agreement and the Subscription Agreements following such transfer.

Supplemental Disclosures to Proxy Statement

In light of certain amendments to the transaction financing, Edoc determined to supplement certain information contained in the Proxy Statement (the “Supplemental Disclosures”). Except as otherwise set forth below, the information set forth in the Proxy Statement remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Proxy Statement.

The following Supplemental Disclosures should be read in conjunction with the Proxy Statement, which should be read in its entirety. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. Underlined text shows text being added to a referenced disclosure in the Proxy Statement.

The following disclosure should be added following the final paragraph on page 14 of the Proxy Statement.

Lock-Up Waiver

In connection with Edoc’s initial public offering, Edoc entered into (i) a letter agreement, dated November 9, 2020, by and among, Edoc, the Sponsor and the directors and officers of Edoc named therein, as amended by the Insider Letter Amendment (as amended, the “Letter Agreement”) and (ii) unit subscription agreements, dated November 9, 2020, by and between Edoc and the other parties thereto, including the Sponsor and I-Bankers Securities Inc. (the “Subscription Agreements”). The Letter Agreement and the Subscription Agreements, among other things, imposed certain lock-up restrictions on the Edoc securities held by the parties to the Letter Agreement and the Subscription Agreements (collectively, the “Lock-up Parties”).

In connection with the Closing, the parties intend to waive such lock-up restrictions so as to permit the following: (A) the distribution by the Sponsor of all of its securities (the “Sponsor Distribution”), including (i) an aggregate of 1,485,153 Insider Shares (as defined in the Insider Letter) and (ii) an aggregate of 414,000 Insider Units (as defined in the Subscription Agreements), including their underlying securities, (B) of the securities distributed in the Sponsor Distribution, an aggregate of 1,444,792 shares to be held by recipients who are not affiliates of Pubco shall be released of all post-Closing lock-up restrictions pursuant to the Letter Agreement or the Subscription Agreements, and (C) an aggregate of 65,000 Insider Units held by I-Bankers Securities Inc., including their underlying securities, shall be released of all post-Closing lock-up restrictions pursuant to the Subscription Agreements. The remaining securities distributed pursuant to the Sponsor Distribution will continue to be subject to the lock-up restrictions of the Letter Agreement and the Subscription Agreements following such transfer.

The following disclosure amends and restates the narrative on pages 15-16 of the Proxy Statement under the heading “Arena Investment” and pages 43-44 under the heading “Arena PIPE” and pages 237-238 under the heading “Arena Warrants.”

Capitalized terms used in this section but not otherwise defined herein have the same definitions given to such terms in the Arena Transaction Documents.

On August 23, 2023, Pubco executed a Securities Purchase Agreement (the “Securities Purchase Agreement”) with AOI, EDOC and Arena Investors, LP, a Delaware limited partnership (the “PIPE Investor”). Pursuant to the terms and conditions of the Securities Purchase Agreement, the PIPE Investor agreed to purchase redeemable debentures (the “Debentures”) and warrants (the “Arena Warrants”) of Pubco for the aggregate subscription amount of up to $7,000,000, at and after the Closing.

First Closing Date

On March 1, 2024, AOI, EDOC and Arena Investors, LP entered into the Third Amendment to the Securities Purchase Agreement (the “Third Amendment”), which provides that on the First Closing Date, the PIPE Investor agrees to purchase from AOI, a 10% original issue discount secured convertible Debenture (the “First Closing Debenture”) issued by Pubco in the amount of $2,222,222 (the “First Closing Principal Amount”), which matures 18 months from the first closing (the “First Closing Date”). At the First Closing Date, in consideration for the issuance of the First Closing Debenture, the PIPE Investor shall pay to Pubco an amount equal to the sum of (A) $2,000,000 minus (B) $1,000,000 (the “First Closing Reserve Amount”). The initial payment to Pubco would total $1,000,000 less applicable legal fees and expenses of the PIPE Investor (the “First Closing Subscription Amount”).

The PIPE Investor will hold the First Closing Reserve Amount in reserve until the earlier to occur of (A) the maturity date of the First Closing Debenture and (B) the payment by the PIPE Investor to Pubco of First Closing Reserve Advances (defined below) in the aggregate amount of the First Closing Reserve Amount, upon the conversion by the PIPE Investor of portions of the outstanding principal amount of the First Closing Debenture in the amounts set forth in the schedule below, the PIPE Investor shall, within five (5) Business Days following the date the Underlying Shares resulting from the applicable conversion are delivered to the PIPE Investor in accordance with the terms of the First Closing Debenture, release and pay to Pubco a portion of the First Closing Reserve Amount in the amount of $200,000 (each, a “First Closing Reserve Advance”, and collectively, the “First Closing Reserve Advances”):

(A) an initial First Closing Reserve Advance shall be released upon the conversion of $622,222 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is $1,600,000);

(B) a further First Closing Reserve Advance shall be released upon the conversion of $400,000 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is $1,200,000);

(C) a further First Closing Reserve Advance shall be released upon the conversion of $400,000 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is $800,000);

(D) a further First Closing Reserve Advance shall be released upon the conversion of $400,000 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is $400,000); and

(E) a further First Closing Reserve Advance shall be released upon the conversion of $400,000 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is $0).

The PIPE Investor’s obligation to make First Closing Reserve Advances to Pubco expire at the 18-month maturity date. While the original principal amount of the First Closing Debenture is the First Closing Principal Amount, if the aggregate amount of First Closing Reserve Advances made by the PIPE Investor to Pubco on or prior to the maturity date of the First Closing Debenture is less than the First Closing Reserve Amount, then, effective as of the maturity date of the First Closing Debenture, the original principal amount of the First Closing Debenture shall be reduced by an amount equal to the sum of (A) $1,000,0000 minus (B) the aggregate amount of First Closing Reserve Advances made by the PIPE Investor to Pubco on or prior to the maturity date of the First Closing Debenture.

Second Closing Date and Third Closing Date

On the 60th trading day following the effectiveness date of the first registration statement filed by Pubco after the closing of the Business Combination, (the “Second Closing Date”), the PIPE Investor will purchase from Pubco, a 10% original issue discount secured convertible debenture issued (the “Second Closing Debenture”) by Pubco in the amount of $2,777,777 (the “Second Closing Principal Amount”), and (2) on the 60th trading day following the effectiveness date of the second registration statement filed by Pubco, which will be the third closing date of the Investment (the “Third Closing Debenture”) issued by Pubco in the amount of $2,777,777 (the “Third Closing Principal Amount”). The Second Closing Debenture and the Third Closing Debenture shall mature on the date that is eighteen (18) months from the First Closing Date.”

The following disclosure supplements pages 29 and 30 of the Proxy Statement to augment the passage that reads, “Potential ownership of outstanding Pubco Ordinary Shares upon Closing (on a diluted and as-converted basis assuming the vesting and exercise of outstanding warrants of Pubco and the issuance of Pubco Ordinary Shares in respect thereof) is set forth in the following table (without inclusion of the Warrant Shares or the Pubco Warrant Shares potentially issued pursuant to the $50 million ELOC)”:

The table header on page 29 is amended and restated to read, “Potential ownership of outstanding Pubco Ordinary Shares upon Closing (on a diluted and as-converted basis assuming the vesting and exercise of outstanding warrants of Pubco and the issuance of Pubco Ordinary Shares in respect thereof) is set forth in the following table (without inclusion of the Warrant Shares or the Pubco Warrant Shares potentially issued pursuant to the $50 million ELOC or the 10,000,000 Pubco Ordinary Shares underlying the 10,000,000 Penny Warrants that Pubco would be required to grant to the PIPE Investor in the event in the event of AOI’s failure to (i) transfer the equity interest in CQ Oilseeds to AOI from Energreen Nutrition Australia Pty Ltd. to become a wholly-owned subsidiary of AOI, upon the substantial completion date of the new CQ Oilseeds plant, or (ii) grant a first priority security interest to the PIPE Investor in all of CQ Oilseeds’ assets, free and clear of all other liens and encumbrances other than the first priority security interests of the PIPE Investor pursuant to the Australian CQ Oilseeds General Security Deed).”

The following disclosure supplements the table on pages 29 and 30 of the Proxy Statement:

Footnote (3) on page 30 is hereby amended and restated to read, “The first closing amount of $2,000,000 of the Arena PIPE, in exchange for a Debenture to be issued by Pubco on the First Closing Date for the principal amount of $2,222,222 x 25% = $555,555. $555,555 divided by $10.79 = 51,488 Warrant Shares. For avoidance of doubt, the Debenture in the principal amount of $2,222,222 will be issued on the First Closing Date notwithstanding that the first closing amount of $2,000,000 will be funded in separate tranches commencing with $1,000,000 followed by additional draws of the $1,000,000 in reserve. If the full $2,000,000 is not drawn from the Debenture by the First Maturity Date (18 months from the First Closing Date), the principal amount will be adjusted accordingly.”

The following risk factor should be added to the Proxy Statement on page 90 immediately following the risk factor entitled “Pubco may issue additional Pubco Ordinary Shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.”:

“Pubco may issue additional Pubco Ordinary Shares in connection with the Penny Warrants, which would dilute your ownership interests and may depress the market price of your shares.

Pubco may issue 10,000,000 Pubco Ordinary Shares underlying the 10,000,000 Penny Warrants that Pubco would be required to grant to the PIPE Investor, in accordance with Third Amendment, in the event in the event of AOI’s failure to (i) transfer the equity interest in CQ Oilseeds to AOI from Energreen Nutrition Australia Pty Ltd. to become a wholly-owned subsidiary of AOI, upon the substantial completion date of the new CQ Oilseeds plant, or (ii) grant a first priority security interest to the PIPE Investor in all of CQ Oilseeds’ assets, free and clear of all other liens and encumbrances other than the first priority security interests of the PIPE Investor pursuant to the Australian CQ Oilseeds General Security Deed. The issuance of 10,000,000 Pubco Ordinary Shares underlying the 10,000,000 Penny Warrants could decrease your proportionate ownership interest in Pubco, diminish the relative voting strength of each previously outstanding Pubco Ordinary Share and cause a decrease of the market price of your Pubco Ordinary Shares.”

The following disclosure is added following the third paragraph on page 226 of the Proxy Statement:

In connection with the Closing, the parties intend to waive such lock-up restrictions so as to permit: (A) the distribution by the Sponsor of all of its securities (the “Sponsor Distribution”), including (i) an aggregate of 1,485,153 Founder Shares and (ii) an aggregate of 414,000 Insider Units, including their underlying securities, and (B) of the securities distributed in the Sponsor Distribution, an aggregate of 1,444,792 shares to be held by recipients who are not affiliates of Pubco shall be released of all post-Closing lock-up restrictions pursuant to the Letter Agreement and the Subscription Agreements. The remaining securities distributed pursuant to the Sponsor Distribution will continue to be subject to the lock-up restrictions of the Letter Agreement and the Subscription Agreements following such transfer.

The following disclosure is added following the second paragraph on page 229 of the Proxy Statement:

As an additional condition precedent to the PIPE Investor’s obligation to consummate the First Closing, in accordance with Third Amendment, on or prior to the First Closing Date, the Sponsor has agreed to fund $1,000,000 into an escrow account (the “Sponsor Escrow Amount”) designated by the PIPE Investor subject to an escrow agreement (the “Sponsor Escrow Agreement”) by and among the PIPE Investor, the Sponsor and an escrow agent (the “Sponsor Escrow Agent”). The Sponsor Escrow Agreement will provide that (i) the Sponsor Escrow Agent may not disburse any portion of the Sponsor Escrow Amount unless directed to do so by written notice from the PIPE Investor, (ii) upon the occurrence of an Event of Default (as defined in the First Closing Debenture), the PIPE Investor may send notice to the Sponsor Escrow Agent to disburse 100% of the funds then held in the escrow account to the PIPE Investor, and (iii) until the earlier to occur of an (A) Event of Default, (B) the satisfaction of all of Pubco’s obligations under the First Closing Debenture on or before the maturity date of the First Closing Debenture, and (C) upon the conversion by the PIPE Investor of portions of the outstanding principal amount of the First Closing Debenture, the PIPE Investor shall, within five (5) Business Days following the date the underlying shares resulting from the applicable conversion are delivered to the PIPE Investor in accordance with the terms of the First Closing Debenture, send written notice to the Sponsor Escrow Agent to disburse to the Sponsor a portion of the Sponsor Escrow Amount in the amount of $200,000 (each a “Sponsor Disbursement” and collectively, the “Sponsor Disbursements”) in accordance with the schedule set forth in the Third Amendment.

The following disclosure is added following the third paragraph on page 242 of the Proxy Statement:

Penny Warrants

In connection with the Arena PIPE, as partial security to the PIPE Investor, Pubco has agreed to issue the Penny Warrants to the PIPE Investor at a future date, in accordance with Third Amendment, only in the event of AOI’s failure to (i) transfer the equity interest in CQ Oilseeds to AOI from Energreen Nutrition Australia Pty Ltd. to become a wholly-owned subsidiary of AOI, upon the substantial completion date of the new CQ Oilseeds plant, or (ii) grant a first priority security interest to the PIPE Investor in all of CQ Oilseeds’ assets, free and clear of all other liens and encumbrances other than the first priority security interests of the PIPE Investor pursuant to the Australian CQ Oilseeds General Security Deed. In the event of the issuance of the Penny Warrants to purchase 10,000,000 Ordinary Shares at an exercise price of $0.01 per Ordinary Share, Pubco shall enter into a registration rights agreement with the PIPE Investor providing registration rights with respect to the underlying shares issuable under the Penny Warrant with terms substantially similar to the terms provided in the first registration rights agreement entered into in connection with the First Closing. The Penny Warrant shall be subject to adjustment upon the occurrence of certain events as set forth in such Penny Warrant.

Additional Information and Where to Find It

In connection with the transactions contemplated by the Business Combination Agreement, Pubco filed a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (the “SEC”) on September 18, 2023 (as amended or supplemented from time to time, the “Registration Statement”), which includes the Proxy Statement in connection with the Transaction. The Registration Statement was declared effective on February 6, 2024. The definitive Proxy Statement and other relevant documents were mailed to shareholders of EDOC as of February 2, 2024, the record date established for voting on the Transaction. SHAREHOLDERS OF EDOC ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AND ANY AMENDMENTS THERETO, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THIS DOCUMENT WILL NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE TRANSACTION. IT IS ALSO NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE TRANSACTION. Shareholders may obtain a copy of the Registration Statement, including the Proxy Statement, and other documents filed with the SEC without charge, by directing a request to: Edoc Acquisition Corp. at 7612 Main Street Fishers, Suite 200, Victor, New York 14564. The definitive Proxy Statement included in the Registration Statement can also be obtained, without charge, at the SEC’s website (www.sec.gov).

Forward-Looking Statements

The information in this report includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “may,” “will,” “expect,” “continue,” “should,” “would,” “anticipate,” “believe,” “seek,” “target,” “predict,” “potential,” “seem,” “future,” “outlook” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, (1) statements regarding estimates and forecasts of financial and performance metrics and projections of market opportunity and market share; (2) references with respect to the anticipated benefits of the proposed Transaction and the projected future financial performance of EDOC and AOI’s operating companies following the proposed Transaction; (3) changes in the market for AOI’s products and services and expansion plans and opportunities; (4) AOI’s unit economics; (5) the sources and uses of cash of the proposed Transaction; (6) the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Transaction; (7) the projected technological developments of AOI and its competitors; (8) anticipated short- and long-term customer benefits; (9) current and future potential commercial and customer relationships; (10) the ability to manufacture efficiently at scale; (11) anticipated investments in research and development and the effect of these investments and timing related to commercial product launches; (12) expectations related to the terms and timing of the proposed Transaction; and (13) potential issuance of 10,000,000 Pubco Ordinary Shares underlying the 10,000,000 Penny Warrants could decrease shareholders’ proportionate ownership interest in Pubco, diminish the relative voting strength of each previously outstanding Pubco Ordinary Share and cause a decrease to the market price of Pubco Ordinary Shares. These statements are based on various assumptions, whether or not identified in this report, and on the current expectations of AOI’s and EDOC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AOI and EDOC. These forward-looking statements are subject to a number of risks and uncertainties, including the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the risk that the proposed Transaction disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; the inability to recognize the anticipated benefits of the proposed Transaction; the ability to obtain or maintain the listing of the Pubco’s securities on The Nasdaq Stock Market, following the Transaction, including having the requisite number of shareholders; costs related to the proposed Transaction; changes in domestic and foreign business, market, financial, political and legal conditions; risks relating to the uncertainty of the projected financial information with respect to AOI; AOI’s ability to successfully and timely develop, manufacture, sell and expand its technology and products, including implement its growth strategy; AOI’s ability to adequately manage any supply chain risks, including the purchase of a sufficient supply of critical components incorporated into its product offerings; risks relating to AOI’s operations and business, including information technology and cybersecurity risks, failure to adequately forecast supply and demand, loss of key customers and deterioration in relationships between AOI and its employees; AOI’s ability to successfully collaborate with business partners; demand for AOI’s current and future offerings; risks that orders that have been placed for AOI’s products are cancelled or modified; risks related to increased competition; risks relating to potential disruption in the transportation and shipping infrastructure, including trade policies and export controls; risks that AOI is unable to secure or protect its intellectual property; risks of product liability or regulatory lawsuits relating to AOI’s products and services; risks that the post-combination company experiences difficulties managing its growth and expanding operations; the uncertain effects of certain geopolitical developments; the inability of the parties to successfully or timely consummate the proposed Transaction, including the risk that any required shareholder or regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Transaction; the outcome of any legal proceedings that may be instituted against AOI, EDOC or Pubco or other following announcement of the proposed Transaction; the ability of AOI to execute its business model, including market acceptance of its planned products and services and achieving sufficient production volumes at acceptable quality levels and prices; technological improvements by AOI’s peers and competitors; and those risk factors discussed in documents of Pubco and EDOC filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither EDOC nor AOI presently know or that EDOC and AOI currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect EDOC’s and AOI’s expectations, plans or forecasts of future events and views as of the date of this report. EDOC and AOI anticipate that subsequent events and developments will cause EDOC’s and AOI’s assessments to change. However, while EDOC and AOI may elect to update these forward-looking statements at some point in the future, EDOC and AOI specifically disclaim any obligation to do so. Readers are referred to the most recent reports filed with the SEC by EDOC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Solicitation Participants

EDOC, AOI, the other parties to the Business Combination Agreement, and their respective directors and executive officers, other members of management and employees under SEC rules, may be deemed to be participants in the eventual solicitation of proxies of EDOC’s shareholders in connection with the proposed Transaction. Prospective investors and securityholders may obtain more detailed information regarding the names and interest in the proposed transaction of such individuals in Pubco’s filings with the SEC, and such information will also be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Transaction or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to buy any security of AOI, EDOC, or any of their respective affiliates. There shall not be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the laws of such other jurisdiction. No offering of securities shall be made except by means of prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Item 9.01 Financial Statements and Exhibits.

(a) Exhibits

Exhibit No.		Description
10.1		Amendment No. 3 to Securities Purchase Agreement, dated as of February 29, 2024 by and among the Company, Pubco, AOI, and Arena Investors, LP.
10.2		Form of the First Closing Debenture.
10.3		Form of the Second and Third Closing Debenture.
10.4		Form of Penny Warrant.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EDOC Acquisition Corp.

Date: March 1, 2024	By:	/s/ Kevin Chen
		Name:	Kevin Chen
		Title:	Chief Executive Officer

Exhibit 10.1

AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT

This Amendment No. 3 to Securities Purchase Agreement (this “Amendment”) is made and entered into as of February 29, 2024 (the “Effective Date”), by and among Australian Oilseeds Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company”), EDOC Acquisition Corp., an exempted company incorporated in the Cayman Islands (“EDOC”), Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”), and Arena Investors, LP, a Delaware limited partnership, in its capacity as the purchaser (the “Purchaser”), and amends that certain Securities Purchase Agreement, dated as of August 23, 2023, as amended by Amendment No. 1 to Securities Purchase Agreement, dated as of October 31, 2023, as amended by Amendment No. 2 to Securities Purchase Agreement, dated as of December 4, 2023, by and among the Company, AOI, EDOC and the Purchaser (collectively, the “Agreement”). Each of the Company, AOI, EDOC and the Purchaser shall individually be referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used in this Amendment but not defined herein shall have the meanings set forth in the Agreement.

RECITALS

WHEREAS, the Parties desire to amend the Agreement as set forth in this Amendment; and

WHEREAS, Section 6.5 of the Agreement provides that the Agreement may be amended with the written consent of each Party.

NOW, THEREFORE, in consideration of the mutual agreements contained in this Amendment, and intending to be legally bound by the terms and conditions of this Amendment, the Parties hereby agree as follows:

1. Amendments to the Agreement. The Agreement is hereby amended as follows:

1.1 Exhibit A to the Agreement is hereby deleted.

1.2 A new Exhibit A-1 titled “Form of First Closing Debenture” in the form attached as Exhibit A-1 hereto is added to the Agreement.

1.3 A new Exhibit A-2 titled “Form of Second Closing and Third Closing Debentures” in the form attached as Exhibit A-2 hereto is added to the Agreement.

1.4 A new Exhibit C titled “Form of Penny Warrant” in the form attached as Exhibit C hereto is added to the Agreement.

1.5 The following defined terms are inserted in the appropriate alphabetical order in Section 1.1 of the Agreement:

“Australian CBA-Energreen Deed” means that certain PPSR Deed of Release by and among Commonwealth Bank of Australia (“CBA”) and Energreen Nutrition Australia Pty Ltd, an Australian proprietary company (“Energreen”), pursuant to which among other things, CBA shall irrevocably (i) release its security interest in Energreen’s equity interests in CQ Oilseeds Pty Ltd., an Australian proprietary company and direct subsidiary of Energreen (“CQ Oilseeds”), and (ii) consent to the transfer by Energreen of all of Energreen’s equity interests in CQ Oilseeds to AOI, to be executed and delivered in form and substance satisfactory to the Purchaser, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Australian CQ Oilseeds General Security Deed” means that certain General Security Deed by and among CQ Oilseeds as grantor, and the Purchaser, as secured party, pursuant to which CQ Oilseeds shall grant a first ranking security interest in all of their assets to the Purchaser as collateral for the Company’s obligations under the Debentures and the other Transaction Documents, to be executed and delivered in form and substance satisfactory to the Purchaser, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Australian CQ Oilseeds-Energreen Deed” means that certain Transfer and Security Deed by and among CQ Oilseeds, Energreen, the Company, AOI and the Purchaser, pursuant to which among other things, (i) CQ Oilseeds shall (1) agree that, without the prior written consent of the Purchaser, CQ Oilseeds shall not issue any indebtedness, or grant, permit or suffer to exist any lien, security interest or other encumbrance upon its assets, and (2) provide irrevocable authority to the Purchaser to date the Australian CQ Oilseeds General Security Deed and the Australian Leasehold Mortgage upon the completion of the transfer of Energreen’s equity interests in CQ Oilseeds to AOI and (ii) Energreen shall agree that, on or prior to the Substantial Completion Date, Energreen shall (1) transfer all of its right, title and interest in and to all of Energreen’s equity interests in CQ Oilseeds to AOI, and (2) transfer all of its right, title and interest in and to that certain Australian Crushing Plant Lease to CQ Oilseeds, to be executed and delivered in form and substance satisfactory to the Purchaser, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Australian Crushing Plant Lease” means the Lease originally by and between Energreen as lessee and CQ Inland Port Pty Ltd as lessor with respect to that certain Lease D within Lot 3 on SP 314246, to be transferred from Energreen as lessee to CQ Oilseeds on or prior to the Substantial Completion Date.

“Australian Individual Guarantee” means that certain Deed of Guarantee and Indemnity by and Gary Seaton, an individual (the “Individual Guarantor”) and the Purchaser, to be executed and delivered in form and substance satisfactory to the Purchaser, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Australian Leasehold Mortgage” means that certain Mortgage Terms Deed and National Mortgage Form in respect of the Australian Crushing Plant Lease, by and among CQ Oilseeds and the Purchaser, to be executed and delivered in form and substance satisfactory to the Purchaser, as amended, amended and restated, supplemented or otherwise modified from time to time.

“CBA Consent Letter” shall have the meaning ascribed to such term in Section 2.3(a)(viii).

“CQ Inland Port Consent Letter” shall have the meaning ascribed to such term in Section 2.3(a)(ix).

“CQ Oilseeds Facility” means the oilseed crushing plant located at Part of Lot 3, Port Drive, Comet QLD 4702, more particularly described as Lot 3 on SP 314246.

“First Closing Debenture” shall have the meaning ascribed to such term in Section 2.1(a)(i).

“First Closing Reserve Amount” means $1,000,000.

“First Closing Reserve Advance” shall have the meaning ascribed to such term in Section 2.1(a)(i).

“First Registration Rights Agreement” means a Registration Rights Agreement among the Company and the Purchaser, to be executed and delivered in form and substance satisfactory to the Purchaser.

“Penny Warrant” shall have the meaning ascribed to such term in Section 5.24.

“Penny Warrant Shares” shall have the meaning ascribed to such term in Section 5.24.

“Second Closing Debenture” shall have the meaning ascribed to such term in Section 2.1(a)(ii).

“Second Registration Rights Agreement” shall have the meaning set forth in Section 2.3(a)(vii).

“Sponsor” means American Physicians LLC, a Delaware limited liability company .

“Sponsor Escrow Agent” means an escrow agent reasonably acceptable to the Purchaser.

“Sponsor Escrow Agreement” shall have the meaning ascribed to such term in Section 2.1(d).

“Sponsor Escrow Amount” shall have the meaning ascribed to such term in Section 2.1(d).

“Substantial Completion” means that the development and construction of the CQ Oilseeds shall have been sufficiently achieved such that the CQ Oilseeds Facility may be occupied and utilized for its intended use in accordance with applicable local laws and regulations; provided, notwithstanding anything to the contrary set forth herein, Substantial Completion shall be deemed to occur on the date that the first 100 pounds of oilseeds are processed by the CQ Oilseeds Facility.

“Substantial Completion Date” means the date on which Substantial Completion is achieved.

“Third Closing Debenture” shall have the meaning ascribed to such term in Section 2.1(a)(ii).

“Third Registration Rights Agreement” shall have the meaning ascribed to such term in Section 2.4(a)(vii).

1.6 The following defined terms appearing in Section 1.1 of the Agreement are hereby amended and restated as follows:

“Debentures” shall have the meaning ascribed to such term in Section 2.1(a)(ii).

“First Closing Subscription Amount” shall have the meaning ascribed to such term in Section 2.1(a)(i).

“First Registration Statement Effectiveness Date” means, with respect to the Registration Statement to be filed by the Company pursuant to the First Registration Rights Agreement, no later than the 60^th calendar day following the First Closing Date (or, in the event of a “full review” by the Commission, no later than the 90^th calendar day following the First Closing Date); provided, however, that in the event the Company is notified by the Commission that the first Registration Statement will not be reviewed or is no longer subject to further review and comments, the First Registration Statement Effectiveness Date as to such Registration Statement shall be the fifth (5^th) Trading Day following the date on which the Company is so notified if such date precedes the date otherwise required above, provided, further, if such First Registration Statement Effectiveness Date falls on a day that is not a Trading Day, then the First Registration Statement Effectiveness Date shall be the next succeeding Trading Day.

“Registration Rights Agreement” means the First Registration Rights Agreement, the Second Registration Rights Agreement and the Third Registration Rights Agreement, or any of them, as the context shall require.

“Registration Statement” means a registration statement meeting the requirements set forth in the applicable Registration Rights Agreement and covering the resale of the Underlying Shares by the Purchaser as provided for in such Registration Rights Agreement.

“Second Registration Statement Effectiveness Date” means, with respect to the Registration Statement to be filed by the Company pursuant to the Second Registration Rights Agreement, no later than the 60^th calendar day following the Second Closing Date (or, in the event of a “full review” by the Commission, no later than the 90^th calendar day following the Second Closing Date); provided, however, that in the event the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the Second Registration Statement Effectiveness Date as to such Registration Statement shall be the fifth (5^th) Trading Day following the date on which the Company is so notified if such date precedes the date otherwise required above, provided, further, if such Second Registration Statement Effectiveness Date falls on a day that is not a Trading Day, then the Second Registration Statement Effectiveness Date shall be the next succeeding Trading Day.

“Securities” means the Debentures, the Warrants, the Penny Warrant, the Warrant Shares, the Penny Warrant Shares and the Underlying Shares.

“Security Documents” shall mean the Australian General Security Deed, the Australian CQ Oilseeds General Security Deed, the Australian Mortgage, the Australian Leasehold Mortgage, the EDOC Guarantee, the Australian Guarantee, the Individual Guarantee, and any other documents, agreements and/or filings required under the terms of any of the foregoing, each in form and substance satisfactory to the Purchaser.

“Third Registration Statement Effectiveness Date” means, with respect to the Registration Statement to be filed by the Company pursuant to the Third Registration Rights Agreement, no later than the 60^th calendar day following the Third Closing Date (or, in the event of a “full review” by the Commission, no later than the 90^th calendar day following the Third Closing Date); provided, however, that in the event the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the Third Registration Statement Effectiveness Date as to such Registration Statement shall be the fifth (5^th) Trading Day following the date on which the Company is so notified if such date precedes the date otherwise required above, provided, further, if such Third Registration Statement Effectiveness Date falls on a day that is not a Trading Day, then the Third Registration Statement Effectiveness Date shall be the next succeeding Trading Day.

“Transaction Documents” means this Agreement, the Debentures, the Warrants, the Penny Warrant, the Registration Rights Agreements, the Australian General Security Deed, the Australian CQ Oilseeds General Security Deed, the EDOC Guarantee, the Australian Guarantee, the Australian Individual Guarantee, the Australian Mortgage, the Australian Leasehold Mortgage, the Australian CBA-Energreen Deed, the Australian CQ Oilseeds-Energreen Deed, each Subordination Deed, the CBA Consent Letter, the CQ Inland Port Consent Letter, the other Security Documents, the Payment Directions Deed, and all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Underlying Shares” means the Warrant Shares, the Penny Warrant Shares and the Ordinary Shares issued and issuable pursuant to the terms of the Debentures, in each case without respect to any limitation or restriction on the conversion of the Debentures or the exercise of the Warrants.

1.7 Section 2.1(a) of the Agreement is amended and restated in its entirety as follows:

“(a) Debentures.

(i) Upon the terms and subject to the conditions set forth herein, on the First Closing Date, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in the amount of the First Closing Principal Amount (the “First Closing Debenture”). The First Closing Debenture shall be substantially in the form of Exhibit A-1 attached hereto with the blanks appropriately filled and shall mature on the date that is eighteen (18) months from the First Closing Date. At the first Closing, in consideration for the issuance by the Company to the Purchaser of the First Closing Debenture, the Purchaser shall pay to the Company an amount equal to the sum of (A) $2,000,000 minus (B) the First Closing Reserve Amount (such amount, the “First Closing Subscription Amount”) (i.e., $1,000,000), minus applicable legal fees and expenses of the Purchaser to be reimbursed to the Purchaser pursuant to Section 6.2. The Purchaser shall hold the First Closing Reserve Amount (i.e., $1,000,000) in reserve at the first Closing and, from time to time during the period beginning from the first Closing until the earlier to occur of (A) the maturity date of the First Closing Debenture and (B) the payment by the Purchaser to the Company of First Closing Reserve Advances in the aggregate amount of the First Closing Reserve Amount, upon the conversion by the Purchaser of portions of the outstanding principal amount of the First Closing Debenture in the amounts set forth in the schedule below, the Purchaser shall, within five (5) Business Days following the date the Underlying Shares resulting from the applicable conversion are delivered to the Purchaser in accordance with the terms of the First Closing Debenture, release and pay to the Company a portion of the First Closing Reserve Amount in the amount of $200,000 (each, a “First Closing Reserve Advance”, and collectively, the “First Closing Reserve Advances”):

(A)

(B)

(C)

(D)

(E)

Notwithstanding anything to the contrary set forth herein, the obligation of the Purchaser to make First Closing Reserve Advances to the Company pursuant to this Section 2.1(a) shall expire at the maturity date of the First Closing Debenture regardless of whether the Purchaser has made First Closing Reserve Advances in the aggregate amount of the First Closing Reserve Amount to the Company as of such date; provided further, for the avoidance of doubt and notwithstanding anything to the contrary set forth herein, the original principal amount of the First Closing Debenture shall be the First Closing Principal Amount (i.e., $2,222,222), however, if the aggregate amount of First Closing Reserve Advances made by the Purchaser to the Company on or prior to the maturity date of the First Closing Debenture is less than the First Closing Reserve Amount, then, effective as of the maturity date of the First Closing Debenture, the original principal amount of the First Closing Debenture shall be reduced by an amount equal to the sum of (A) $1,000,0000 minus (B) the aggregate amount of First Closing Reserve Advances made by the Purchaser to the Company on or prior to the maturity date of the First Closing Debenture.

(ii) Upon the terms and subject to the conditions set forth herein, (1) on the Second Closing Date, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in the amount of the Second Closing Principal Amount (the “Second Closing Debenture”), and (2) on the Third Closing Date, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in the amount of the Third Closing Principal Amount (the “Third Closing Debenture”, and together with the First Closing Debenture and the Second Closing Debenture, each as the same may be amended, amended and restated or otherwise modified from time to time, a “Debenture”, and collectively, the “Debentures”). The Second Closing Debenture and the Third Closing Debenture shall be substantially in the form of Exhibit A-2 attached hereto with the blanks appropriately filled and shall mature on the date that is eighteen (18) months from the First Closing Date.”

1.8 A new Section 2.1(d) titled “Sponsor Escrow Amount” is added immediately following Section 2.1(c) of the Agreement, to read in its entirety as follows:

“(d) Sponsor Escrow Amount. As an additional condition precedent to the Purchaser’s obligation to consummate the first Closing, on or prior to the First Closing Date, the Company shall cause the Sponsor to fund $1,000,000 in immediately available funds (the “Sponsor Escrow Amount”) into an escrow account designated by the Purchaser subject to an escrow agreement in form and substance satisfactory to the Purchaser by and among the Purchaser, the Sponsor and the Sponsor Escrow Agent (the “Sponsor Escrow Agreement”), which Sponsor Escrow Agreement shall provide, among other things, that (i) the Sponsor Escrow Agent may not disburse any portion of the Sponsor Escrow Amount from the escrow account unless directed to do so by written notice from the Purchaser to the Sponsor Escrow Agent, (ii) upon the occurrence of an Event of Default (as defined in the First Closing Debenture), the Purchaser may send notice to the Sponsor Escrow Agent to disburse 100% of the funds then held in the escrow account to the Purchaser, and upon receipt of such notice the Sponsor Escrow Agent shall disburse 100% of the funds then held in the escrow account to the Purchaser for the account of the Purchaser, to be applied towards the obligations of the Company then owing to the Purchaser under the Transaction Documents; and (iii) from time to time during the period beginning from the first Closing until the earlier to occur of an (A) Event of Default (as defined in the First Closing Debenture), (B) the satisfaction of all of the Company’s obligations under the First Closing Debenture on or before the maturity date of the First Closing Debenture, and (C) the date 100% of the Sponsor Escrow Amount has been disbursed from the escrow account, upon the conversion by the Purchaser of portions of the outstanding principal amount of the First Closing Debenture in the amounts set forth in the schedule below, the Purchaser shall, within five (5) Business Days following the date the Underlying Shares resulting from the applicable conversion are delivered to the Purchaser in accordance with the terms of the First Closing Debenture, send written notice to the Sponsor Escrow Agent to disburse to the Sponsor a portion of the Sponsor Escrow Amount in the amount of $200,000 (each a “Sponsor Disbursement” and collectively, the “Sponsor Disbursements”):

(A)

an initial Sponsor Disbursement shall be released upon the conversion of $1,422,222 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is $800,000);

(B)

a further Sponsor Disbursement shall be released upon the conversion of $200,000 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is $600,000);

(C)

(D)

(E)

1.9 Section 2.2(a) of the Agreement is amended and restated in its entirety as follows:

“(a) Company First Closing Deliveries. On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to the Purchaser or the Sponsor Escrow Agent, as applicable, the following, in form and substance satisfactory to the Purchaser:

(i)

this Agreement duly executed by the Company, AOI and EDOC;

(ii)

the First Closing Debenture in the original principal amount of the First Closing Principal Amount duly executed by the Company, registered in the name of the Purchaser;

(iii)

a Warrant duly executed by the Company, registered in the name of the Purchaser;

(iv)

the duly executed EDOC Guarantee;

(v)

the duly executed Australian Guarantee;

(vi)

the duly executed Australian Individual Guarantee;

(vii)

the duly executed Australian Mortgage, in registrable form;

(viii)

the duly executed Australian General Security Deed;

(ix)

duly executed copies of each Subordination Deed;

(x)

the duly executed Payment Directions Deed;

(xi)

the duly executed Intercompany Loan Agreement;

(xii)

the First Registration Rights Agreement duly executed by the Company;

(xiii)

a perfection certificate, duly executed by the Company, each Subsidiary, AOI and each AOI Subsidiary (the “Perfection Certificate”);

(xiv)

a duly executed Escrow Agreement executed by the Company and the Escrow Agent;

(xv)

a duly executed Sponsor Escrow Agreement executed by the Sponsor;

(xvi)

the Sponsor Escrow Amount, funded by the Sponsor by wire transfer to the Sponsor Escrow Agent in accordance with wire instructions to be provided by the Purchaser or the Sponsor Escrow Agent to the Sponsor;

(xvii)

certificates of appropriate officials as to the existence and good standing (or similar documents applicable for such jurisdictions) of the Company, the Subsidiaries, AOI, the AOI Subsidiaries and EDOC, dated as of a date reasonably close to the First Closing Date, in the case of AOI and the AOI Subsidiaries, being the ASIC certificate of incorporation;

(xviii)

a certificate, dated as of such First Closing Date, duly executed, and delivered by an officer of the Company and each Subsidiary, certifying (i) the resolutions of the Company’s and each Subsidiary’s Board of Directors, manager or others performing similar functions with respect to the Company and each Subsidiary and (ii) with respect to AOI and each AOI Subsidiary, the resolutions of the shareholders of AOI and each AOI Subsidiary, then in full force and effect authorizing, all aspects of the transactions contemplated hereby and the execution, delivery and performance by the Company and each Subsidiary of each Transaction Document to be executed to which the Company and each Subsidiary is a party, as applicable, and the transactions contemplated hereby and thereby; provided, with respect to the shareholder resolutions to be certified in respect of AOI and each AOI Subsidiary, (A) such shareholder resolutions shall be extracts of such resolutions; (B) with respect to Good Earth Oils and Cootamundra, such shareholder resolutions shall authorize the amendment of the constitutions of Good Earth Oils and Cootamundra so as to give efficacy to the Australian General Security Deed and the Australian Mortgage; and (C) with respect to Cowcumbla, such shareholder resolutions shall approve the execution, delivery and performance by Cowcumbla and each of its subsidiaries under the Australian General Security Deed, the Australian Mortgage and the Australian Guarantee, as applicable;

(xix)

a final payoff letter with respect to all of the promissory notes issued by EDOC other than unsecured promissory notes in the aggregate amount of $1,500,000;

(xx)

subordination agreements in favor of the Purchaser with respect to all unsecured indebtedness of EDOC, AOI and each of the AOI Subsidiaries that will be outstanding at the time of the First Closing Date, to be executed and delivered in form and substance satisfactory to the Purchaser;

(xxi)

an opinion of Stuarts Walker Hersant Humphries, Cayman Islands counsel to the Company, regarding the due authorization, good standing and corporate authority of the Company to enter into, and the enforceability of, this Agreement, the Debentures, the Warrants, and any other Transaction Documents to be executed by the Company hereunder on or prior to the First Closing Date;

(xxii)

an opinion of Maples Group, Cayman Islands counsel to EDOC, regarding the due authorization, good standing and corporate authority of EDOC to enter into, and the enforceability of, this Agreement, the EDOC Guarantee and any other Transaction Document to be executed by EDOC hereunder on or prior to the First Closing Date;

(xxiii)

an opinion of Allens, Australian counsel to the Purchaser, regarding (1) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into this Agreement; and (2) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into, and the enforceability of, each Transaction Document governed by Australian law entered into by AOI or any such AOI Subsidiary as of the First Closing Date;

(xxiv)

copies of the Company’s and each of its Subsidiaries’ Organizational Documents as in effect on the First Closing Date;

(xxv)

all information regarding any Action against the Company, its Subsidiaries and any of its Affiliates thereof, including but not limited to any settlements, inquiries or subpoenas, since the Company’s inception;

(xxvi)

all information requested by the Purchaser as part of its know-your-customer requirements;

(xxvii)

all documents of title required to be delivered pursuant to the Australian General Security Deed including, (A) with respect to Cootamundra, the original share certificate and a blank share transfer form signed by Cowcumbla for all shares in Cootamundra; and (B) with respect to Good Earth Oils, the original share certificate and a blank share transfer form signed by Cowcumbla for all shares in Good Earth Oils; and

(xxviii)

such other approvals, opinions of counsel to the Company, or documents as the Purchaser may reasonably request.”

1.10 Section 2.2(b) of the Agreement is amended and restated in its entirety as follows:

“(b) Purchaser First Closing Deliveries. On or prior to the First Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:

(i)

this Agreement duly executed by the Purchaser;

(ii)

the EDOC Guarantee duly executed by the Purchaser;

(iii)

the Australian Guarantee duly executed by the Purchaser;

(iv)

the Australian Individual Guarantee duly executed by the Purchaser;

(v)

the Australian Mortgage duly executed by the Purchaser;

(vi)

the Australian General Security Deed duly executed by the Purchaser;

(vii)

each Subordination Deed duly executed by the Purchaser;

(viii)

the First Registration Rights Agreement duly executed by the Purchaser;

(ix)

the Escrow Agreement duly executed by the Purchaser;

(x)

the Payment Directions Deed duly executed by the Purchaser; and

(xi)

the Purchaser’s First Closing Subscription Amount, minus applicable legal fees and expenses of the Purchaser to be reimbursed to the Purchaser pursuant to Section 6.2, by wire transfer to the Escrow Agent to the account specified in Schedule 2.1(c) hereto.”

1.11 Section 2.3(a) of the Agreement is amended and restated in its entirety as follows:

“(a) Company Second Closing Deliveries. On or prior to the Second Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following, in form and substance satisfactory to the Purchaser:

(i)

the Second Closing Debenture in the original principal amount of the Second Closing Principal Amount duly executed by the Company, registered in the name of the Purchaser;

(ii)

a Warrant duly executed by the Company, registered in the name of the Purchaser;

(iii)

certificates of appropriate officials as to the existence and good standing (or similar documents applicable for such jurisdictions) of the Company, the Subsidiaries, AOI, the AOI Subsidiaries and EDOC, dated as of a date reasonably close to the Second Closing Date, in the case of AOI and the AOI Subsidiaries, being the ASIC certificate of incorporation;

(iv)

a certificate, dated as of such Second Closing Date, duly executed, and delivered by an officer of the Company and each Subsidiary, certifying the resolutions of the Company’s and each Subsidiary’s Board of Directors, manager or others performing similar functions with respect to the Company and each Subsidiary, then in full force and effect authorizing, all aspects of the transactions contemplated hereby and the execution, delivery and performance by the Company and each Subsidiary of each Transaction Document to be delivered to which the Company and each Subsidiary is a party, as applicable, and the transactions contemplated hereby and thereby;

(v)

an opinion of Cayman Islands counsel to the Company;

(vi)

(vii)

a Registration Rights Agreement among the Company and the Purchaser with respect to the Underlying Shares issuable under the Second Closing Debenture and the related Warrant, on terms substantially similar as those provided in the First Registration Rights Agreement (the “Second Registration Rights Agreement”), duly executed by the Company;

(viii)

a duly executed consent letter, by and between AOI, Cowcumbla, Cootamundra, the Purchaser and Commonwealth Bank of Australia, pursuant to which Commonwealth Bank of Australia shall consent to the incurrence of indebtedness by AOI, Cowcumbla and Cootamundra and their subsidiaries under the Transaction Documents, the granting of security by Cowcumbla and Cootamundra under the Transaction Documents and related matters (the “CBA Consent Letter”);

(ix)

a duly executed consent letter, by and between Energreen, CQ Oilseeds, CQ Inland Port Pty Ltd as lessor under the Australian Crushing Plant Lease, and the Purchaser pursuant to which CQ Inland Port Pty Ltd consents to the transfer of the Australian Crushing Plant Lease from Energreen as lessee to CQ Oilseeds on or prior to the Substantial Completion Date (the “CQ Inland Port Consent Letter”);

(x)

the duly executed Australian CBA-Energreen Deed;

(xi)

the duly executed Australian CQ Oilseeds General Security Deed, undated but otherwise in registrable form;

(xii)

the duly executed Australian CQ Oilseeds-Energreen Deed;

(xiii)

the duly executed Australian Leasehold Mortgage, undated but otherwise in registrable form;

(xiv)

all of the items to be delivered to Purchaser pursuant to Section 2.2(a) to the extent not delivered at the first Closing;

(xv)

an opinion of Australian counsel to the Purchaser, regarding (1) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into this Agreement; and (2) the capacity of AOI and any AOI Subsidiary incorporated in Australia to enter into, and the enforceability of, each Transaction Document governed by Australian law entered into by AOI or any such AOI Subsidiary as of the Second Closing Date; and

(xvi)

such other approvals, opinions of counsel to the Company, or documents as the Purchaser may reasonably request.”

1.12 Section 2.3(b) of the Agreement is amended and restated in its entirety as follows:

(a) Purchaser Second Closing Deliveries. On or prior to the Second Closing Date, the Purchaser shall deliver or cause to be delivered to the Company:

(i)

the Purchaser’s Second Closing Subscription Amount, minus applicable legal fees and expenses of the Purchaser to be reimbursed to the Purchaser pursuant to Section 6.2, by wire transfer to the Escrow Agent to the account specified in Schedule 2.1(c) hereto;

(ii)

the Second Registration Rights Agreement duly executed by the Purchaser;

(iii)

the CBA Consent Letter duly executed by the Purchaser;

(iv)

the CQ Inland Port Consent Letter duly executed by the Purchaser;

(v)

the Australian CBA-Energreen Deed duly executed by the Purchaser;

(vi)

the Australian CQ Oilseeds General Security Deed duly executed by the Purchaser;

(vii)

the Australian CQ Oilseeds-Energreen Deed; and

(viii)

the Australian Leasehold Mortgage duly executed by the Purchaser.”

1.13 Section 2.4(a) of the Agreement is amended and restated in its entirety as follows:

“(a) Company Third Closing Deliveries. On or prior to the Third Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following, in form and substance satisfactory to the Purchaser:

(i)

the Third Closing Debenture in the original principal amount of the Third Closing Principal Amount duly executed by the Company, registered in the name of the Purchaser;

(ii)

a Warrant duly executed by the Company, registered in the name of the Purchaser;

(iii)

certificates of appropriate officials as to the existence and good standing (or similar documents applicable for such jurisdictions) of the Company, the Subsidiaries, AOI, the AOI Subsidiaries and EDOC, dated as of a date reasonably close to the Third Closing Date, in the case of AOI and the AOI Subsidiaries, being the ASIC certificate of incorporation;

(iv)

a certificate, dated as of such Third Closing Date, duly executed, and delivered by an officer of the Company and each Subsidiary, certifying the resolutions of the Company’s and each Subsidiary’s Board of Directors, manager or others performing similar functions with respect to the Company and each Subsidiary, then in full force and effect authorizing, all aspects of the transactions contemplated hereby and the execution, delivery and performance by the Company and each Subsidiary of each Transaction Document to be delivered to which the Company and each Subsidiary is a party, as applicable, and the transactions contemplated hereby and thereby;

(v)

an opinion of Cayman Islands counsel to the Company;

(vi)

(vii)

a Registration Rights Agreement among the Company and the Purchaser with respect to the Underlying Shares issuable under the Third Closing Debenture and the related Warrant, on terms substantially similar as those provided in the First Registration Rights Agreement (the “Third Registration Rights Agreement”), duly executed by the Company;

(viii)

all of the items to be delivered to the Purchaser pursuant to Sections 2.2(a) and 2.3(a) to the extent not delivered at the first or second Closing, as applicable; and

(ix)

such other approvals, opinions of counsel to the Company, or documents as the Purchaser may reasonably request.”

1.14 Section 4.1(f) of the Agreement is amended and restated in its entirety as follows:

“(f) Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. On the date of this Agreement, the Company has reserved from its duly authorized capital shares a number of Ordinary Shares for issuance of the Underlying Shares equal to or greater than the Required Minimum less the Penny Warrant Shares. On the First Closing Date, the Company shall have reserved from its duly authorized capital a number of Ordinary Shares for issuance of the Underlying Shares equal to or greater than the Required Minimum.”

1.15 Section 5.22 of the Agreement is amended and restated in its entirety to read as follows:

“5.22 Exclusivity. The Company, AOI and EDOC agreed to refrain from soliciting, accepting or encouraging any other financing proposal similar to the transactions contemplated hereunder until at least March 31, 2024.”

1.16 A new Section 5.24 titled “Penny Warrant” is added immediately following Section 5.23 of the Agreement, to read in its entirety as follows:

“5.24 Penny Warrant. The Company agrees that in the event that (w) the Company fails to achieve the transfer of all of Energreen’s equity interests in CQ Oilseeds to AOI such that CQ Oilseeds becomes a wholly-owned subsidiary of AOI on or prior to the Substantial Completion Date, (x) the Company fails to achieve the transfer of the Australian Crushing Plant Lease from Energreen to CQ Oilseeds on or prior to the Substantial Completion Date, (y) CQ Oilseeds fails to grant to the Purchaser a first priority security interest in all of its assets, free and clear of all other liens and encumbrances other than the first priority security interests of the Purchaser pursuant to the Australian CQ Oilseeds General Security Deed and the Australian Leasehold Mortgage on or prior to the Substantial Completion Date, on or prior to the Substantial Completion Date, and/or (z) any of CQ Oilseeds, Energreen, the Company or AOI fails to comply with, or breaches any of the covenants in any Transaction Document, then (i) the Company shall issue to the Purchaser a warrant to purchase ten million (10,000,000) Ordinary Shares at an exercise price of $0.01 per Ordinary Share (as the same may be amended, amended and restated or otherwise modified from time to time, a “Penny Warrant”) and (ii) the Company shall enter into a Registration Rights Agreement with the Purchaser providing registration rights with respect to the Underlying Shares issuable under the Penny Warrant with terms substantially similar to the terms provided in the First Registration Rights Agreement. The Penny Warrant shall, among other things, (i) provide for the purchase by the Purchaser of ten million (10,000,000) Ordinary Shares (the “Penny Warrant Shares”), subject to adjustment upon the occurrence of certain events as set forth in such Penny Warrant; (ii) be exercisable at a price of $0.01 per Ordinary Share; and (iii) be substantially in the form of Exhibit C attached hereto. The Company and AOI agree that, from time to time, upon written notice from the Purchaser, the Company and/or AOI shall provide and cause their Subsidiaries to provide the Purchaser with any information and documentation related to the progress of the construction of the CQ Oilseeds Facility as the Purchaser may request in its discretion.”

1.17 Section 6.1(a) of the Agreement is amended and restated in its entirety to read as follows:

“6.1 Termination.

(a) This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the Parties hereunder shall terminate without any further liability on the part of any Party in respect thereof, upon the earlier to occur of: (i) the mutual written agreement of each of the Parties hereto to terminate this Agreement; (ii) such date and time as the Business Combination Agreement is terminated in accordance with Section 11.1 thereof; and (iii) written notice by the Company to the Purchaser or by the Purchaser to the Company if the first Closing has not been consummated on or prior to March 31, 2024.”

2. General Provisions.

2.1 Effectiveness; No Other Amendments; Entire Agreement. Upon the effectiveness of this Amendment, on and after the Effective Date, each reference in the Agreement to “hereunder,” “hereof,” “herein” or words of like import, and each reference in the other documents entered into in connection with such Agreement shall mean and be a reference to such Agreement, as amended by this Amendment. No term or provision of the Agreement shall be affected by this Amendment unless specifically set forth herein and any term or provision of the Agreement not affected by this Amendment shall remain in full force and effect following the Effective Date. The Agreement, the exhibits and schedules thereto and this Amendment constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof. In the event of a conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall control.

2.2 Severability. In the event one or more of the provisions of this Amendment should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Amendment, and this Amendment shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

2.3 Governing Law. This Amendment and any controversy arising out or relating to this Amendment shall be governed by the internal law of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

2.4 Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

2.5 Further Assurances. The Parties hereto agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

AUSTRALIAN OILSEEDS HOLDINGS LIMITED

By:	/s/ Gary Seaton
	Name:	Gary Seaton
	Title:	Chairman and Chief Executive Officer

Executed in accordance with

section 127 of the Corporations

Act 2001 by Australian Oilseeds

Investments Pty Ltd:

/s/ Bob (Wei) Wu		/s/ Gary Seaton
Director		Director/Secretary
Bob (Wei) Wu		Gary Seaton
Print Name		Print Name

EDOC ACQUISITION CORP.

By:	/s/ Kevin Chen
	Name:	Kevin Chen
	Title:	Chief Executive Officer

ARENA INVESTORS, LP

By:	/s/ Lawrence Cutler
	Name:	Lawrence Cutler
	Title:	Authorized Signatory

Exhibit A-1

Form of First Closing Debenture

See Attached

Exhibit A-2

Form of Second and Third Closing Debentures

See Attached

Exhibit C

Form of Penny Warrant

See Attached

Exhibit 10.2

EXHIBIT A-1

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES

Original Issue Date: _____________

Original Principal Amount: $2,222,222

10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE

DUE __________ 2025¹

THIS 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Secured Convertible Debentures of Australian Oilseeds Holdings Limited, an exempted company incorporated under the laws of Cayman Islands (together with its successors and assigns, the “Company”), whose registered office in the Cayman Islands is c/o Stuarts Corporate Services Ltd., 69 Dr Roy’s Drive, P.O. Box 2510, Grand Cayman KY1-1104, Cayman Islands, designated as its 10% Original Issue Discount Secured Convertible Debenture due __________, 2025 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

FOR VALUE RECEIVED, the Company promises to pay to Arena Investors, LP or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, an amount equal to the Original Principal Amount minus the outstanding Reserve Amount (as defined below) on ___________, 2025 (the “Maturity Date”) or such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture in accordance with the provisions hereof. All payments due hereunder (to the extent not converted into Ordinary Shares in accordance with the terms hereof) shall be made in lawful money of the United States of America at the address or otherwise pursuant to such instructions as the Holder shall provide to the Company by written notice made in accordance with the provisions of this Debenture. This Debenture is subject to the following additional provisions:

Section 1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:

“5-Day VWAP” shall have the meaning set forth in Section 4(b).

¹	18 months from the First Closing Date.

“Alternate Consideration” shall have the meaning set forth in Section 5(e).

“Bankruptcy Event” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof admits in writing that it is generally unable to pay its debts as they become due, (h) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Base Conversion Price” shall have the meaning set forth in Section 5(b).

“Beneficial Ownership Limitation” shall have the meaning set forth in Section 4(d).

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

“Buy-In” shall have the meaning set forth in Section 4(c)(v).

“Change of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital shares of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Warrants issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the shareholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company (and all of its Subsidiaries, taken as a whole) sells or transfers all or substantially all of its assets to another Person and the shareholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Execution Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

“Conversion Date” shall have the meaning set forth in Section 4(a).

“Conversion Price” shall have the meaning set forth in Section 4(b).

“Conversion Schedule” means the Conversion Schedule in the form of Schedule 1 attached hereto.

“Conversion Shares” means, collectively, the Ordinary Shares issuable upon conversion of this Debenture in accordance with the terms hereof.

“Debenture Register” shall have the meaning set forth in Section 2.

“Dilutive Issuance” shall have the meaning set forth in Section 5(b).

“Dilutive Issuance Notice” shall have the meaning set forth in Section 5(b).

“Dollars” and “$” mean dollars in lawful currency of the United States of America.

“Effective Date” shall have the meaning set forth in the Registration Rights Agreement.

“Event of Default” shall have the meaning set forth in Section 8(a).

“Execution Date” means August 23, 2023.

“Floor Price” shall have the meaning set forth in Section 4(b).

“Floor Price Spread Amount” shall have the meaning set forth in Section 4(c)(i).

“Fundamental Transaction” shall have the meaning set forth in Section 5(e).

“Indebtedness” or “indebtedness” of any person shall mean, if and to the extent (other than with respect to clause (i)) the same would constitute indebtedness or a liability on a balance sheet prepared in accordance with GAAP, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (d) all obligations of such person issued or assumed as the deferred purchase price of property or services (other than such obligations accrued in the ordinary course of business or consistent with past practice or industry norm), to the extent that the same would be required to be shown as a long term liability on a balance sheet prepared in accordance with GAAP, (e) all capitalized lease obligations of such person, (f) the principal component of all obligations, contingent or otherwise, of such person as an account party in respect of letters of credit, (g) the principal component of all obligations of such person in respect of bankers’ acceptances, and (h) all guarantees by such person of indebtedness described in clauses (a) to (g) above; provided, that Indebtedness shall not include (A) trade and other ordinary-course payables and intercompany liabilities arising in the ordinary course of business or consistent with past practice or industry norm, (B) accrued expenses, (C) prepaid or deferred revenue, (D) purchase price holdbacks arising in the ordinary course of business or consistent with past practice or industry norm in respect of a portion of the purchase prices of an asset to satisfy unperformed obligations of the seller of such asset, or (E) earn-out obligations until such obligations become a liability on the balance sheet of such person in accordance with GAAP.

“Mandatory Default Amount” means the sum of (a) 150% of the outstanding principal amount of this Debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of this Debenture.

“New York Courts” shall have the meaning set forth in Section 9(f).

“Notice of Conversion” shall have the meaning set forth in Section 4(a).

“Optional Redemption” shall have the meaning set forth in Section 6(b).

“Optional Redemption Amount” shall have the meaning set forth in Section 6(b).

“Optional Redemption Date” shall have the meaning set forth in Section 6(b).

“Optional Redemption Notice” shall have the meaning set forth in Section 6(b).

“Optional Redemption Notice Date” shall have the meaning set forth in Section 6(b).

“Ordinary Shares” means the ordinary shares of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Ordinary Shares Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preference shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

“Original Issue Date” means the date of the first issuance of the Debenture (i.e., the date first written above), regardless of any transfers of the Debenture and regardless of the number of instruments which may be issued to evidence such Debenture.

“Original Principal Amount” means $2,222,222.

“Permitted Indebtedness” means (a) the indebtedness evidenced by the Debentures, (b) the indebtedness existing on the Execution Date set forth on Schedule 20 to the Perfection Certificate, (c) lease obligations (including capital leases) and purchase money indebtedness of up to $500,000, in the aggregate, incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets, (d) indebtedness that (i) is expressly subordinate to the Debentures pursuant to a written subordination agreement with the Holder that is acceptable to the Holder in its sole and absolute discretion and (ii) matures at a date later than the 91^st day following the Maturity Date, (e) indebtedness owing by AOI to Energreen Nutrition Australia Pty Ltd and JSKS Enterprises Pty Ltd, respectively, that is expressly subordinate to the Debentures pursuant to a Subordination Deed and (f) the indebtedness evidenced by the Intercompany Loan Agreement.

“Permitted Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet delinquent by more than 30 days or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Company’s business which secure obligations which are not more than 30 days overdue, and which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien, (c) Liens incurred in connection with Permitted Indebtedness under clauses (a), (b), (d) and (f) thereunder, (d) Liens incurred in connection with Permitted Indebtedness under clause (c) thereunder, provided that such Liens are not secured by assets of the Company or its Subsidiaries other than the assets so acquired or leased, (e) the general security interest in favor of Commonwealth Bank of Australia granted by Cowcumbla and Cootamundra with PPSR registration numbers 202306230004576 and 202306230004609 respectively, (f) the real property mortgage in favor of Commonwealth Bank of Australia granted by Cowcumbla in respect of the property located at Lot 12 in deposited plan 1075678 at Cootamundra, (g) an interest that is a Lien by virtue only of the operation of section 12(3) of the PPSA and (h) other Liens incurred in the ordinary course of business securing obligations not to exceed $500,000.00 in the aggregate.

“Purchase Agreement” means the Securities Purchase Agreement, dated as of August 23, 2023, by and among the Company, Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”), EDOC Acquisition Corp., an exempted company incorporated under the laws of Cayman Islands (“EDOC”), and Arena Investors, LP in its capacity as Purchaser (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms).

“Registration Period” shall have the meaning set forth in the Registration Rights Agreement.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, among the Company and the original Purchaser of the Securities issued by the Company pursuant to the Purchase Agreement.

“Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Underlying Shares by the Holder as provided for in the Registration Rights Agreement.

“Reserve Amount” means, as of any date of determination, an amount equal to the sum of (A) $1,000,000 minus (B) the aggregate amount of First Closing Reserve Advances (as defined in the Purchase Agreement) made by the Holder pursuant to Section 2.1(a) of the Purchase Agreement on or prior to such date.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share Delivery Date” shall have the meaning set forth in Section 4(c)(ii).

“Successor Entity” shall have the meaning set forth in Section 5(e).

“Surviving Entity” shall have the meaning set forth in Section 10.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means any of the following markets or exchanges on which Ordinary Shares are listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

“Standard Settlement Period” shall have the meaning set forth in Section 4(c)(ii).

“VWAP” shall have the meaning set forth in Section 4(b).

Section 2. Interest. Interest shall accrue on the outstanding principal amount of this Debenture from and including the Original Issue Date at the rate of zero percent (0%) per annum, or upon the occurrence and during the continuance of an Event of Default, two percent (2.00%) (“Default Interest”). Accrued and unpaid Default Interest shall be due and payable monthly in arrears in cash on the first day of each month following the occurrence of any Event of Default, for Default Interest accrued through the last day of the prior month. Such interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any portion of the principal amount of this Debenture that is converted to Conversion Shares, provided that the Company delivers the Conversion Shares and pays the applicable Floor Price Spread Amount with respect to such conversion, if any, within the time period required by Section 4 hereof. Accrued and unpaid interest hereunder will be paid to the Person in whose name this Debenture is registered on the records of the Company regarding registration and transfers of this Debenture (the “Debenture Register”); provided, notwithstanding anything to the contrary set forth herein, the Company represents and warrants that as of the Original Issue Date, the Person in whose name this Debenture is duly registered on the Debenture Register as the owner of this Debenture for the purpose of receiving payment as herein provided and for all other purposes is Arena Investors, LP.

Section 3. Registration of Transfers and Exchanges.

(a) Different Denominations. This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

(b) Investment Representations. This Debenture has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

(c) Reliance on Debenture Register. Prior to due presentment for transfer to the Company of this Debenture, the Company and any agent of the Company may treat the Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 4. Conversion.

(a) Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible, in whole or in part, into Ordinary Shares at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Any conversion hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable principal amount being converted provided that the Company delivers the Conversion Shares and pays the applicable Floor Price Spread Amount with respect to such conversion, if any, in accordance with this Section 4. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

(b) Conversion Price; Floor Price. The conversion price of the Debenture in effect as of any Conversion Date shall be a price per Ordinary Share equal to 92.5% of the average of the three (3) lowest daily VWAP of the Ordinary Shares for the ten (10) consecutive Trading Day period ending on such Conversion Date (the “Conversion Price”), subject to the Floor Price as set forth below.

As used herein, the term “Floor Price” means:

(i) during the period from and including First Closing Date through the date immediately prior to the 6-month anniversary of the First Closing Date, $2.00;

(ii) during the period beginning from and including the 6-month anniversary of the First Closing Date (the “First Reset Date”) through the date immediately prior to the 12-month anniversary of the First Closing Date, a price equal to 20% of the 5-Day VWAP as of the First Reset Date;

(iii) during the period beginning from and including the 12-month anniversary of the First Closing Date (the “Second Reset Date”) through the date immediately prior to the 18-month anniversary of the First Closing Date, a price equal to 20% of the 5-Day VWAP as of the Second Reset Date; and

(iv) beginning from and including the 18-month anniversary of the First Closing Date (the “Third Reset Date”), and thereafter, a price equal to 20% the 5-Day VWAP as of the Third Reset Date;

provided, notwithstanding anything to the contrary set forth herein, the Floor Price may be reduced at any time from the Floor Price then in effect upon the written consent of the Company and the Holder.

As used herein, the term “VWAP” means, as of any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a Trading Market, the per share daily volume weighted average price of the Ordinary Shares for such date (or if such date is not a Trading Day, for the nearest preceding Trading Day) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Ordinary Shares are listed on the OTCQB or OTCQX, the per share volume weighted average price of the Ordinary Shares for such date (or if such date is not a Trading Day, for the nearest preceding Trading Day) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on any Trading Market or OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Ordinary Shares so reported, or (d) in all other cases, the fair market value of a share of Ordinary Shares as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

As used herein, the term “5-Day VWAP” means, as of any date, the average daily VWAP of the Ordinary Shares for the 5 consecutive Trading Day period ending as of such date (or if such date is not a Trading Day, as of the nearest preceding Trading Day).

(i) Conversion Shares Issuable Upon Conversion of Principal Amount; Floor Price Spread Payments. The number of Conversion Shares issuable upon a conversion as of any Conversion Date hereunder shall be equal to the quotient obtained by dividing the outstanding principal amount of this Debenture to be converted by the Conversion Price as of such Conversion Date; provided, notwithstanding anything to the contrary set forth herein, that if the Conversion Price exceeds the Floor Price on any Conversion Date, then (1) the number of Conversion Shares issuable upon the applicable conversion hereunder shall be equal to the quotient obtained by dividing the outstanding principal amount of this Debenture to be converted by the Floor Price as of such Conversion Date, and (2) the Company shall pay the Holder an amount in cash on the applicable Share Delivery Date with respect to such conversion (a “Floor Price Spread Amount”) equal to the product obtained by multiplying (A) the amount obtained by subtracting the Conversion Price as of such Conversion Date from the Floor Price as of such Conversion Date by (B) the amount obtained by subtracting (x) the quotient obtained by dividing the outstanding principal amount of this Debenture to be converted by the Conversion Price as of such Conversion Date from (y) the quotient obtained by dividing the outstanding principal amount of this Debenture to be converted by the Floor Price as of such Conversion Date.

(ii) Delivery of Conversion Shares Upon Conversion; Floor Price Spread Payments. Not later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the applicable conversion of this Debenture). On or after the earlier of (i) the six-month anniversary of the Original Issue Date or (ii) the Effective Date, the Company shall deliver any Conversion Shares required to be delivered by the Company under this Section 4(c) electronically through the Depository Trust Company or another established clearing corporation performing similar functions. Any Floor Price Spread Amount payable with respect to a conversion of the Debenture as determined in accordance with Section 4(c)(i) above shall be due and payable by the Company in full on the Share Delivery Date for such conversion. As used herein, the term “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the date of delivery of any Notice of Conversion.

(iii) Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Debenture delivered to the Company and the Holder shall promptly return to the Company the Conversion Shares issued to such Holder pursuant to the rescinded Conversion Notice.

(iv) Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Debenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such Conversion Shares pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5^th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

(v) Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such Conversion Shares by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Ordinary Shares so purchased exceeds (y) the product of (1) the aggregate number of Ordinary Shares that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases a number of Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Debenture with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Conversion Shares upon conversion of this Debenture as required pursuant to the terms hereof.

(vi) Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Ordinary Shares for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and any other holders of the Debentures), not less than such aggregate number of Ordinary Shares as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all Ordinary Shares that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance with such Registration Statement (subject to such Holder’s compliance with its obligations under the Registration Rights Agreement).

(vii) Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Debenture. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

(viii) Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares.

(d) Holder’s Conversion Limitations. The Company shall not effect any conversion of this Debenture, and a Holder shall not have the right to convert any portion of this Debenture, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary Shares issuable upon conversion of this Debenture with respect to which such determination is being made, but shall exclude the number of Ordinary Shares which would be issuable upon (i) conversion of the remaining, unconverted principal amount of this Debenture beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Debentures or the Warrants) beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which principal amount of this Debenture is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Debenture may be converted (in relation to other securities owned by the Holder together with any Affiliates or Attribution Parties) and which principal amount of this Debenture is convertible, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding Ordinary Shares, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company, or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder or its Affiliates since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon conversion of this Debenture. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon conversion of this Debenture held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Debenture.

Section 5. Certain Adjustments.

(a) Share Dividends and Share Splits. If the Company, at any time while this Debenture is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions payable in Ordinary Shares on Ordinary Shares or any Ordinary Shares Equivalents (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon conversion of, or payment of interest on, the Debentures), (ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of a reverse share split) outstanding Ordinary Shares into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of Ordinary Shares or any capital shares of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b) Subsequent Equity Sales. If, at any time while this Debenture is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase, or otherwise issues, any Ordinary Shares or Ordinary Shares Equivalents entitling any Person to acquire Ordinary Shares at an effective price per share that is lower than the then Conversion Price and/or the then Floor Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”), then simultaneously with the consummation of each Dilutive Issuance, the Conversion Price and/or the Floor Price, as applicable, shall be reduced to equal the Base Conversion Price (subject to adjustment for reverse and forward share splits, recapitalizations and similar transactions following the date of the Purchase Agreement); provided, for the avoidance of doubt, the effect of any adjustment to the Conversion Price and/or Floor Price pursuant to this Section 5(b) shall be to reduce and not increase the Conversion Price and/or Floor Price, as applicable. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Ordinary Shares or Ordinary Shares Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Ordinary Shares or Ordinary Shares Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

(c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants, issues or sells any Ordinary Shares Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of any class of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Ordinary Shares acquirable upon complete conversion of this Debenture (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(d) Pro Rata Distributions. During such time as this Debenture is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Debenture, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete conversion of this Debenture (without regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(e) Fundamental Transaction. If, at any time while this Debenture is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Debenture, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Debenture), the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Debenture is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Debenture). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) Ordinary Share in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Debenture following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under the Debentures and the other Transaction Documents (as defined in the Purchase Agreement) in accordance with the provisions of this Section 5(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Debenture, deliver to the Holder in exchange for this Debenture a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Debenture which is convertible for a corresponding number of capital shares of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon conversion of this Debenture (without regard to any limitations on the conversion of this Debenture) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such capital shares (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such capital shares, such number of capital shares and such conversion price being for the purpose of protecting the economic value of this Debenture immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Debenture and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under the Debentures and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

(f) Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Ordinary Shares (excluding any treasury shares of the Company) issued and outstanding.

(g) Notice to the Holder.

(i) Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(ii) Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company shall authorize the granting to all holders of the Ordinary Shares of rights or warrants to subscribe for or purchase any capital shares of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Ordinary Shares, any consolidation or merger to which the Company (and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 6. Mandatory Prepayment; Redemption.

(a) Mandatory Prepayment. If, at any time prior to the full repayment or full conversion of all amounts owed under this Debenture, the Company or any of its Subsidiaries receives cash proceeds from the issuance of equity or indebtedness (other than the issuance of other Debentures), in one or more financing transactions, whether publicly offered or privately arranged (including, without limitation, pursuant to the Arena ELOC), the Company shall, within one (1) Business Day of the Company or the applicable Subsidiary’s receipt of such proceeds, inform the Holder of such receipt via written notice (a “Mandatory Prepayment Notice”), whereupon the Holder shall have the right in its sole discretion to require, by written notice to the Company delivered within five (5) Business Days of the Holder’s receipt of any such Mandatory Prepayment Notice, that the Company immediately apply up to twenty percent (20%) of the gross cash proceeds received from the applicable financing transaction to prepay the Company’s then outstanding obligations under the Debentures (a “Mandatory Prepayment Exercise Notice”). The Company shall, within one (1) Business Day of the Company’s receipt of a Mandatory Prepayment Exercise Notice, the portion of the gross cash proceeds received from the applicable financing transaction indicated in the Mandatory Prepayment Exercise Notice (not to exceed 20%) to prepay the Company’s then outstanding obligations under the Debentures; provided, such gross cash proceeds shall be applied to prepay all of the Debentures then outstanding pro rata in proportion to the respective outstanding principal amount of each Debenture at the time the Holder delivers the applicable Mandatory Prepayment Exercise Notice.

(b) Optional Redemption at Election of Company.

(i) Subject to the provisions of this Section 6(b), the Company may deliver a notice to the Holder at any time (an “Optional Redemption Notice”, and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem all or any portion of the then outstanding principal amount of this Debenture for cash in an amount equal to the sum of (1) 125% of the portion of the outstanding principal amount of this Debenture elected to be redeemed plus 100% of accrued but unpaid interest thereon and (2) all liquidated damages and other amounts then due in respect of the Debenture (the “Optional Redemption Amount”) on the 30^th calendar day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, and such redemption, the “Optional Redemption”); provided, notwithstanding anything to the contrary set forth herein, the Company may not deliver an Optional Redemption Notice at a time when an Event of Default has occurred and is continuing.

(ii) The Optional Redemption Amount shall be payable in full on the Optional Redemption Date. If the Company elects to redeem this Debenture pursuant to this Section 6 or any other Debenture, it shall redeem all outstanding Debentures in full simultaneously by paying the Holder the applicable Optional Redemption Amount payable with respect to all outstanding Debentures on the same Optional Redemption Date. If any portion of the Optional Redemption Amount payable in respect of an Optional Redemption shall not be paid by the Company by the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of two (2%) per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Holder may elect to convert the outstanding principal amount of the Debenture pursuant to Section 4 prior to actual payment in cash for any redemption under this Section 6 by the delivery of a Notice of Conversion to the Company. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

Section 7. Negative Covenants. As long as any portion of this Debenture remains outstanding, unless the Holder shall have otherwise given prior written consent, the Company shall not, and shall not permit any direct or indirect Subsidiary of the Company to, directly or indirectly:

(a) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

(b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

(c) amend its charter documents, including, without limitation, its certificate of incorporation or memorandum of association, and articles of association or bylaws, as applicable, in any manner that materially and adversely affects any rights of the Holder;

(d) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of Ordinary Shares or Ordinary Shares Equivalents other than as to (i) the Conversion Shares or Warrant Shares as permitted or required under the Transaction Documents and (ii) repurchases of Ordinary Shares or Ordinary Shares Equivalents of departing officers and directors of the Company, provided that such repurchases shall not exceed an aggregate of $100,000 for all officers and directors during the term of this Debenture;

(e) repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than (i) the Debentures if on a pro-rata basis, (ii) subject to the terms of any Subordination Deed, regularly scheduled principal and interest payments of Indebtedness outstanding as of the Execution Date in accordance with the terms thereof as in effect as of the Execution Date and (iii) subject to the terms of any Subordination Deed, regularly scheduled principal and interest payments of Permitted Indebtedness pursuant to the terms thereof; provided that payments pursuant to the foregoing clauses (ii) and (iii) shall not be permitted if, at such time, or after giving effect to such payment, any Event of Default exists or occurs;

(f) pay cash dividends or distributions on any equity securities of the Company;

(g) enter into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for board approval);

(h) sell, dispose, assign, exchange, gift, lease, pledge, hypothecate or otherwise transfer, directly or indirectly, in one transaction or a series of transactions, any material portion of its assets outside the ordinary course of business;

(i) engage in any line of business substantially different from (i) those lines of business conducted by AOI and its subsidiaries on the date hereof or (ii) any business substantially related or incidental, complementary, corollary, synergistic or ancillary thereto or reasonable extensions thereof;

(j) (i) grant any waiver (expressly or impliedly) or provide its consent to any matter under, (ii) amend or vary or agree to any amendment or variation of, or (iii) avoid, release, surrender, terminate (other than on expiry by effluxion of time), rescind, discharge, suspend or accept any termination, rescission or repudiation of, the Intercompany Loan Agreement; or

(k) enter into any agreement with respect to any of the foregoing.

Section 8. Events of Default.

(a) “Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i) any default in the payment of (A) the principal amount of any Debenture or (B) interest, liquidated damages, any Floor Price Spread Amount, and/or any other amounts owing to a Holder on any Debenture, as and when the same shall become due and payable (whether on a Conversion Date, Share Delivery Date, Optional Redemption Date, or the Maturity Date or by acceleration or otherwise, as applicable) which default, solely in the case of an interest payment or other payment default under clause (B) above, is not cured within 3 Trading Days;

(ii) the Company or any of its Subsidiaries shall fail to observe or perform any other covenant or agreement contained in this Debenture (other than a breach by the Company of its obligations to deliver Ordinary Shares to the Holder upon conversion, which breach is addressed in clause (xi) below) or in any other Transaction Document, which failure is not cured, if possible to cure, within the earlier to occur of (A) 5 Trading Days after notice of such failure sent by the Holder or by any other Holder to the Company and (B) 10 Trading Days after the Company has become or should have become aware of such failure;

(iii) any representation or warranty made by or on behalf of the Company, any of its Subsidiaries or any of their respective officers in this Debenture, any other Transaction Document, or any written statement, report, financial statement or certificate pursuant hereto or thereto shall be untrue or incorrect in any material respect as of the date when made or deemed made;

(iv) the Company or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $250,000 whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

(v) the Company or any Subsidiary shall default on any of its obligations under any other material agreement, lease, document or instrument to which the Company or any Subsidiary is obligated (and not covered by clause (v) above), which default is not cured, if possible to cure, within the earlier of (A) 5 Trading Days after notice of such default sent by the Holder or by any other Holder to the Company and (B) 10 Trading Days after the Company has become or should have become aware of such default;

(vi) the Ordinary Shares shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for trading thereon within 5 Trading Days;

(vii) the Company (and all of its Subsidiaries, taken as a whole) shall be a party to any Change of Control Transaction or Fundamental Transaction;

(viii) the Company or any of its Subsidiaries shall sell dispose, assign, exchange, gift, lease, pledge, hypothecate or otherwise transfer, directly or indirectly, in one transaction or a series of transactions, any asset, undertaking or business outside of the ordinary course of business, without the prior written consent of the Holder;

(ix) the Registration Statement (as defined in the Registration Rights Agreement) shall not have been declared effective by the Commission on or prior to the 90^th calendar day after the First Closing Date or the Company does not meet the current public information requirements under Rule 144 in respect of the Registrable Securities (as defined in the Registration Rights Agreement);

(x) if, during the Registration Period (as defined in the Registration Rights Agreement), either (a) the effectiveness of the Registration Statement lapses for any reason or (b) the Holder shall not be permitted to resell Registrable Securities (as defined in the Registration Rights Agreement) under the Registration Statement for a period of more than 20 consecutive Trading Days or 30 non-consecutive Trading Days during any 12 month period; provided, however, that if the Company is negotiating a merger, consolidation, acquisition or sale of all or substantially all of its assets or a similar transaction and, in the written opinion of counsel to the Company, the Registration Statement would be required to be amended to include information concerning such pending transaction(s) or the parties thereto which information is not available or may not be publicly disclosed at the time, the Company shall be permitted an additional 10 consecutive Trading Days during any 12 month period pursuant to this Section 8(a)(x);

(xi) the Company shall fail for any reason to deliver Conversion Shares to a Holder prior to the fifth Trading Day after a Conversion Date pursuant to Section 4(c) or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for conversions of any Debentures in accordance with the terms hereof;

(xii) the electronic transfer by the Company of Ordinary Shares through the Depository Trust Company or another established clearing corporation is no longer available or is subject to a “chill”;

(xiii) any monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective property or other assets for more than $250,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days;

(xiv) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;

(xv) the Company or any Subsidiary shall attempt to liquidate or dissolve itself without the prior written consent of the Holder;

(xvi) any corporate action, legal proceedings or other procedure or step is taken in relation to: (a) the suspension of payments, a moratorium of any indebtedness, winding up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of AOI or any AOI Subsidiary; (b) a composition, compromise, assignment or arrangement with any creditor of AOI or any AOI Subsidiary; (c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of AOI or any AOI Subsidiary or any of their assets; (d) enforcement of any Lien over any assets of AOI or any AOI Subsidiary; or (e) or any analogous procedure or step is taken in any jurisdiction in relation to the foregoing.

(xvii) AOI or any AOI Subsidiary is not or ceases to be a Subsidiary of the Company; or

(xviii) any Transaction Document or any interest of the Holder thereunder shall, for any reason, be terminated, invalidated, void or unenforceable.

(b) Remedies Upon Event of Default. If any Event of Default occurs, then the Holder may, by written notice to the Company, declare the entire outstanding principal amount of this Debenture, plus accrued but unpaid interest, liquidated damages and all other amounts then owing in respect thereof to be forthwith due and payable immediately in cash at the Mandatory Default Amount, whereupon the entire principal amount of this Debenture, all such accrued and unpaid interest, liquidated damages and all such other amounts shall become forth with due and payable immediately in cash at the Mandatory Default Amount without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law; provided however, that in the case of any Event of Default pursuant to clause (xiv), (xv), (xvi) or (xviii) of Section 8(a), the entire outstanding principal amount of this Debenture, plus accrued but unpaid interest, liquidated damages and all other amounts then owing in respect thereof shall automatically become and be due and payable in cash at the Mandatory Default Amount, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company.

Section 9. Miscellaneous.

(a) Notices. All notices, requests, demands, and other communications provided for hereunder must be in writing and will be deemed to have been duly given and effective on the earliest of: (a) the date of transmission shown in a delivery confirmation report generated by the sender’s email system which indicates that delivery of the email to the recipient’s email address has been completed, if such notice or communication is sent via e-mail prior to 5:30 p.m. (New York City time) on any Business Day; (b) the next Business Day after the date of transmission shown in a delivery confirmation report generated by the sender’s email system which indicates that delivery of the email to the recipient’s email address has been completed, if such notice or communication is sent via e-mail on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day; (c) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given, addressed as follows:

If to the Company:

Australian Oilseeds Holdings Limited
126 – 142 Cowcumbla Street, Cootamundra Site 2

52 Fuller Drive Cootamundra

P.O. Box 263 Cootamundra 2590

Attention: Gary Seaton, Chief Executive Officer

e-mail: gary@energreennutrition.com.au

With a copy to (which shall not constitute notice):

Rimon, P.C.

1990 K Street, NW, Suite 420

Washington, DC 20006

Attn: Debbie A. Klis, Esq.

Email: deborrah.klis@rimonlaw.com

If to the Holder:

Arena Investors, LP

405 Lexington Avenue, 59^th Floor

New York, NY 10174

Attention: Yoav Stramer, Director

e-mail: ystramer@arenaco.com

or as to the Company or the Holder, at such other address as shall be designated by such party in a written notice to the other party delivered in accordance with this Section 9(a).

(b) Amendments. This Debenture and any provision hereof may only be amended by an instrument in writing signed by the Company and the Holder. The term “Debenture” and all references thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

(c) Assignability. This Debenture shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. The Company shall not assign this Debenture or any rights or obligations hereunder without the prior written consent of the Holder. The Holder may, without the consent of the Company, assign its rights hereunder (i) to any of its “affiliates”, as that term is defined under the Exchange Act, and (ii) solely during the continuance of any Event of Default, to any other Person. The Company’s prior written consent, not to be unreasonably withheld, conditioned or delayed, shall be required for the Holder to assign its rights hereunder to any Person that is not one of its “affiliates”, as that term is defined under the Exchange Act during any period in which an Event of Default is not then continuing. Notwithstanding anything in this Debenture to the contrary, this Debenture may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that following conversion of a portion of this Debenture, the unpaid and unconverted outstanding principal amount of this Debenture represented by this Debenture may be less than the amount stated on the face hereof.

(d) Absolute Obligation. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of the Company. This Debenture ranks pari passu with all other Debentures now or hereafter issued under the terms set forth herein.

(e) Lost or Mutilated Debenture. If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, reasonably satisfactory to the Company.

(f) Governing Law; Submission to Jurisdiction; Waivers. All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Debenture and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Debenture or the transactions contemplated hereby.

(g) Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Company or the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture on any other occasion. Any waiver by the Company or the Holder must be in writing.

(h) Severability. If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Debenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

(i) Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Debenture shall be cumulative and in addition to all other remedies available under this Debenture and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Debenture. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Debenture.

(j) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(k) Headings. The headings contained herein are for convenience only, do not constitute a part of this Debenture and shall not be deemed to limit or affect any of the provisions hereof.

(l) Payments. So long as the Maturity Date has not yet occurred and the Debenture has not been accelerated, payments made hereunder (other than payments effected pursuant to any conversion of the Debenture) shall be applied, (i) first, to reimbursable expenses of the Holder and liquidated damages then due and payable hereunder and/or pursuant to any other Transaction Documents, and (ii) then payments matching specific scheduled payments then due shall be applied to those scheduled payments. At any time after the Maturity Date or after the Debenture has been accelerated, all payments remitted to the Holder by the Company and all proceeds of the collateral securing the Company’s obligations hereunder or any enforcement action (including any payments by any guarantors of the Company’s obligations hereunder) received by the Holder shall be applied as follows: (i) first, to the reimbursable expenses of the Holder, indemnity claims of the Holder and liquidated damages then due and payable to the Holder hereunder and/or pursuant to any other Transaction Documents, (ii) second, to pay interest due and payable in respect of the Debenture until paid in fall, (iii) third, to pay principal of the Debenture until paid in full; (iv) fourth, to pay any other obligations then due in respect of the Debenture or any other Transaction Documents; and (v) lastly, to the Company or such other Person entitled thereto under applicable law.

(m) Costs and Expenses. The Company agrees to pay the Holder, immediately upon written notice from the Holder, all out-of-pocket costs, expenses, and disbursements, including without limitation, legal expenses and attorneys’ fees incurred by the Holder in connection with: (i) the collection, attempted collection, or negotiation and documentation of any settlement or workout of any payment due hereunder, (ii) enforcement of this Debenture or any other Transaction Document (including without limitation, any costs and expenses of any third party provider engaged by the Holder for such purpose), (iii) collection, protection, or enforcement of any rights of the Holder in the collateral securing the Company’s obligations hereunder, and (iv) any suit or proceeding whatsoever in regard to this Debenture or the protection or enforcement of the lien of any instrument securing this Debenture, including, without limitation, in connection with any litigation, mediation, bankruptcy or administrative proceeding, and including any appellate proceeding or judicial or non-judicial foreclosure proceeding in connection therewith.

(n) Secured Obligations. The obligations of the Company under the Debentures are secured by (i) a pledge of all assets of Cowcumbla Investments Pty Ltd., an Australian proprietary company and direct subsidiary of AOI (“Cowcumbla”) and Cootamundra Oilseeds Pty Ltd., an Australian proprietary Company and wholly-owned direct subsidiary of Cowcumbla (“Cootamundra”), pursuant to the General Security Deed, dated as of the First Closing Date, by and among Cowcumbla, Cootamundra and the Holder (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Australian General Security Deed”), (ii) the Australian Mortgage, and (iii) the other Security Documents.

(a) Guaranteed Obligations. The obligations of the Company under the Debentures are guaranteed by (i) AOI and each AOI Subsidiary pursuant to the Australian Guarantee, (ii) EDOC pursuant to the EDOC Guarantee, and (iii) Gary Seaton pursuant to the Individual Guarantee, each dated as of the First Closing Date (as amended, amended and restated, supplemented, or otherwise modified from time to time).

Section 10. New Subsidiaries. If the Company or any Subsidiary forms or acquires any new direct or indirect Subsidiary, or any Subsidiary merges, amalgamates, or consolidates with or into any other Person and such Subsidiary is not the surviving entity as a result of such merger, amalgamation, or consolidation (any such surviving entity, a “Surviving Entity”), the Company agrees to, or to cause such Subsidiary or Surviving Entity to, concurrently with such formation, acquisition, merger, amalgamation or consolidation, as applicable, (i) provide notice to the Holder of such formation, acquisition, merger, amalgamation or consolidation, (ii) cause such newly formed or acquired Subsidiary or Surviving Entity to become a party to the Subsidiary Guarantee pursuant to an assumption agreement in form and substance acceptable to the Holder, and (iii) execute and/or deliver, and/or cause such newly formed or acquired Subsidiary or Surviving Entity and any other applicable Subsidiary to execute and/or deliver, such other agreements or documents as are determined by the Holder to be necessary or advisable in order for all of the capital shares in such newly formed or acquired Subsidiary or Surviving Entity to be pledged as additional collateral for the obligations of the Company under the Debentures and for such newly formed or acquired Subsidiary or Surviving Entity to pledge all of its assets as additional collateral for the obligations of the Company under the Debentures, and (iv) deliver to the Holder an opinion of counsel in form and substance acceptable to the Holder addressing, among other things, the due authorization, due execution and delivery and enforceability of the foregoing documents with respect to such Subsidiary or Surviving Entity.

Section 11. Disclosure. Upon receipt or delivery by the Company or any Subsidiary of any notice in accordance with the terms of this Debenture, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within two (2) Business Days after such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

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(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this 10% Original Issue Discount Secured Convertible Debenture to be duly executed by a duly authorized officer as of the date first above indicated.

Australian Oilseeds Holdings Limited

By:
	Name:	Gary Seaton
	Title:	Chief Executive Officer

ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the 10% Original Issue Discount Secured Convertible Debenture issued on ___________ and due ______________ 2025² of Australian Oilseeds Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (together with its successors and assigns, the “Company”), into ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company according to the conditions hereof, as of the date written below. If Ordinary Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Ordinary Shares does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid Ordinary Shares.

Conversion calculations:

	Date to Effect Conversion:

	Principal Amount of Debenture to be Converted:

	Number of Ordinary Shares to be issued:

	Signature:

	Name:

	Address for Delivery of Certificates for Ordinary Shares:

	Or

	DWAC Instructions:

	Broker No:_____________
	Account No: _____________

²	18 months from the First Closing Date.

Schedule 1

CONVERSION SCHEDULE

The 10% Original Issue Discount Secured Convertible Debenture issued on _____________ and due ________ 2025³ in the aggregate Original Principal Amount of $2,222,222 is issued by Australian Oilseeds Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (together with its successors and assigns, the “Company”). This Conversion Schedule reflects conversions made under Section 4 of the above referenced Debenture.

Dated:

Date of Conversion (or for first entry, Original Issue Date)	Amount of Conversion	Aggregate Principal Amount Remaining Subsequent to Conversion (or Original Principal Amount)	Company Attest

³	18 months from the First Closing Date.

Exhibit 10.3

EXHIBIT A-2

Original Issue Date: _____________

Original Principal Amount: $_______________

10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE

DUE __________ 2025¹

THIS 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Secured Convertible Debentures of Australian Oilseeds Holdings Limited, an exempted company incorporated under the laws of Cayman Islands (together with its successors and assigns, the “Company”), whose registered office in the Cayman Islands is c/o Stuarts Corporate Services Ltd., 69 Dr Roy’s Drive, P.O. Box 2510, Grand Cayman KY1-1104, Cayman Islands, designated as its 10% Original Issue Discount Secured Convertible Debenture due _____________ 2025 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

FOR VALUE RECEIVED, the Company promises to pay to ________________________ or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $_______________ on _______________ 2025 (the “Maturity Date”) or such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture in accordance with the provisions hereof. All payments due hereunder (to the extent not converted into Ordinary Shares in accordance with the terms hereof) shall be made in lawful money of the United States of America at the address or otherwise pursuant to such instructions as the Holder shall provide to the Company by written notice made in accordance with the provisions of this Debenture. This Debenture is subject to the following additional provisions:

“5-Day VWAP” shall have the meaning set forth in Section 4(b).

18 months from the First Closing Date.