10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE __________ 20251Convertible Security Agreement • August 24th, 2023 • Edoc Acquisition Corp. • Fats & oils • New York
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 24th, 2023 • Edoc Acquisition Corp. • Fats & oils • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 23, 2023, between 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”). Each of the Company, AOI, EDOC and the Purchaser shall individually be referred to herein as a “Party” and, collectively, as the “Parties.”
ORDINARY SHARES PURCHASE WARRANT AUSTRALIAN OILSEEDS HOLDINGS LIMITEDSecurities Agreement • August 24th, 2023 • Edoc Acquisition Corp. • Fats & oils • New York
This ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the convertible debenture in the principal amount of $__________ to the Holder (as defined below) of even date) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Debenture”), Arena Investors, LP, a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from AUSTRALIAN OILSEEDS HOLDINGS LIMITED, a Cayman Islands exempted company (the “Company”), ________ Ordinary Shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date
