Exhibit 4.21
Australian Oilseeds Holdings Limited
Cowcumbla Investments Pty Ltd
Arena Investors, LP
Payment Directions Deed
Australian Oilseeds
Execution version
101 Collins Street
Melbourne VIC 3000 Australia T +61 3 9614 1011
F +61 3 9614 4661
www.allens.com.au
© Allens Australia 2024
Allens is an independent partnership operating in alliance with Linklaters LLP.
Contents
1 | Definitions and interpretation | 2 | |
1.1 | Definitions | 2 | |
1.2 | Securities Purchase Agreement definitions | 2 | |
1.3 | Interpretation | 3 | |
2 | Undertakings | 4 | |
3 | Payment directions and acknowledgements | 4 | |
3.1 | The Purchaser and the Company | 4 | |
3.2 | Acknowledgements by Cowcumbla | 4 | |
4 | General | 5 | |
4.1 | Receipt of Securities Purchase Agreement | 5 | |
4.2 | Further assurances | 5 | |
4.3 | Assignment | 5 | |
4.4 | Counterparts | 5 | |
4.5 | Governing law and jurisdiction | 5 |
This Deed is made on | 2024 |
page (i) |
Parties
1 | Australian Oilseeds Holdings Limited (Company Number 396507), an exempted company incorporated in the Cayman Islands (the Company). |
2 | Cowcumbla Investments Pty Ltd (ACN 155 048 454) of Unit 2, 100 Park Road, Slacks Creek QLD 4127 (Cowcumbla). |
3 | Arena Investors, LP, a Delaware limited partnership (the Purchaser). |
Recitals
A | The Company and the Purchaser (amongst others) are parties to the Securities Purchase Agreement, under which it is contemplated that financial accommodation be made from the Purchaser to the Company under the Debentures as follows: |
(a) | 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 (subject to reduction as set forth in Section 2.1(a) (Debentures) of the Securities Purchase Agreement); | |
(b) | 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; and | |
(c) | 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. |
B | On: |
(a) | the First Closing Date, the Company has agreed to advance the First Closing Principal Amount; | |
(b) | the Second Closing Date, the Second Closing Principal Amount; and | |
(c) | the Third Closing Date, the Third Closing Principal Amount, |
to Cowcumbla pursuant to the Intercompany Loan Agreement. | |
C | This Deed sets out directions as to the payment of amounts to be advanced pursuant to the Debentures. |
It is agreed as follows.
page (2) |
(i) | The singular includes the plural and the converse. | |
(ii) | A gender includes all genders. | |
(iii) | Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. | |
(iv) | A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them. | |
(v) | A reference to a clause, annexure or schedule is a reference to a clause of, or annexure or schedule to, this Deed. | |
(vi) | A reference to a party to this Deed or another agreement or document includes the party’s successors and permitted substitutes or assigns. | |
(vii) | A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation, statutory instrument, code or other thing issued under it. | |
(viii) | A reference to writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently visible form. | |
(ix) | A reference to conduct includes an omission, statement or undertaking, whether or not in writing. | |
(x) | Each paragraph in a list is to be construed independently. None limits any other. | |
(xi) | A reference to property or asset includes any real or personal, present or future, tangible or intangible property or asset (including Intellectual Property) and any right, interest, revenue or benefit in, under or derived from the property or asset. | |
(xii) | A reference to a specific agreement or document includes it as amended, novated, supplemented or replaced from time to time, except to the extent prohibited by this Deed. |
page (3) |
2 | Undertakings |
Each of Cowcumbla and the Company hereby irrevocably undertake to:
(a) | in the case of the Company, advance the First Principal Closing Amount, Second Principal Closing Amount and Third Principal Closing Amount to Cowcumbla in accordance with the terms of the Intercompany Loan Agreement; | |
(b) | in the case of Cowcumbla, borrow and use any funds it receives pursuant to each Intercompany Loan, as a result of the payment directions specified in clause 3.1 (The Purchaser and the Company) for its own working capital purposes only and, in particular, not use those funds: |
(i) | to pay any dividend or distribution to any shareholder of Cowcumbla; | |
(ii) | to lend, give credit, or make advances to any person or entity, other than any subsidiary of Cowcumbla; or | |
(iii) | for any other prohibited purpose described in section 5.9 (Use of Proceeds) in the Securities Purchase Agreement. |
3 | Payment directions and acknowledgements |
page (4) |
page (5) |
Each person executing this Deed on behalf of a party states that they have no notice of revocation or suspension of their authority.
Executed and delivered as a Deed
The Company
Signed Sealed and Delivered by Australian | ||
Oilseeds Holdings Limited: |
| |
Signature of Authorised Signatory | ||
Gary Seaton, Chairman and Chief Executive Officer | ||
Name of Authorised Signatory |
Cowcumbla
Executed as a deed in accordance with | ||
section 127 of the Corporations Act 2001 by | ||
Cowcumbla Investments Pty Ltd: | ||
Director | Director/Secretary | |
Gary Seaton | Bob (Wei) Wu | |
Print Name | Print Name |
page (6) |
The Purchaser
Signed Sealed and Delivered by Arena Investors, LP: | ||
Signature of Authorised Signatory | ||
Name of Authorised Signatory |
page (7) |