Exhibit
4.23



Subordination
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.













Subordination
Deed



Contents



|1        | Definitions
    and interpretation                                     | 1                                                            
|-------- | ---------------------------------------------------------------------- | -------------------------------------------------------------
|         | 1.1                                                                    | Definitions                                                  
|         | 1.2                                                                    | Interpretation                                               
|         | 1.3                                                                    | Document
    or agreement                                    
|         | 1.4                                                                    | Determination,
    statement and certificate                 
|         | 1.5                                                                    | Inconsistency                                                
|         | 1.6                                                                    | Consents
    and opinion                                     
|         |                                                                        |                                                              
|2        | Subordination                                                          | 4                                                            
|         | 2.1                                                                    | General                                                      
|         | 2.2                                                                    | Subordinated
    Debt                                        
|         | 2.3                                                                    | Competing
    proof                                          
|         | 2.4                                                                    | Distribution                                                 
|         |                                                                        |                                                              
|3        | Overall
    limit on enforcement action and payment                    | 5                                                            
|         | 3.1                                                                    | Subordinated
    Creditor                                    
|         | 3.2                                                                    | Borrower                                                     
|         |                                                                        |                                                              
|4        | Express
    permission                                                 | 6                                                            
|         |                                                                        |                                                              
|5        | Accounting
    for proceeds                                            | 6                                                            
|         | 5.1                                                                    | Accounting                                                   
|         | 5.2                                                                    | Set-off                                                      
|         |                                                                        |                                                              
|6        | No
    prejudice                                                       | 7                                                            
|         |                                                                        |                                                              
|7        | Amendment                                                              | 7                                                            
|         | 7.1                                                                    | Amendment
    of Transaction Documents                       
|         | 7.2                                                                    | Amendment
    of Subordinated Finance Documents              
|         |                                                                        |                                                              
|8        | Assignments,
    Guarantees and Securities                             | 7                                                            
|         | 8.1                                                                    | Assignments
    of or Securities over Subordinated Debt      
|         | 8.2                                                                    | Guarantees
    and Securities in respect of Subordinated Debt
|         |                                                                        |                                                              
|9        | Representations
    and warranties                                     | 7                                                            
|         |                                                                        |                                                              
|10       | Expenses,
    indemnity                                                | 8                                                            
|         | 10.1                                                                   | Expenses                                                     
|         | 10.2                                                                   | Indemnity                                                    
|         | 10.3                                                                   | Amounts
    in foreign currency                              
|         |                                                                        |                                                              
|11       | Duties
    and GST                                                     | 9                                                            
|         | 11.1                                                                   | Duties                                                       
|         | 11.2                                                                   | GST                                                          
|         |                                                                        |                                                              
|12       | Waivers,
    remedies cumulative                                       | 10                                                           
|         |                                                                        |                                                              
|13       | Severability
    of provisions                                         | 10                                                           
|         |                                                                        |                                                              
|14       | Survival
    of obligations                                            | 10                                                           
|         |                                                                        |                                                              
|15       | Power
    of Attorney                                                  | 10                                                           
|         |                                                                        |                                                              
|16       | Assignment                                                             | 10                                                           
|         | 16.1                                                                   | Assignment
    by Borrower and Subordinated Creditor         
|         | 16.2                                                                   | Assignment
    by Senior Creditor                            
|         |                                                                        |                                                              
|17       | Acknowledgement
    by Borrower and Subordinated Creditor              | 11                                                           
|         |                                                                        |                                                              
|18       | Notices                                                                | 11                                                           
|         |                                                                        |                                                              
|19       | Governing
    law and jurisdiction                                     | 11                                                           
|         |                                                                        |                                                              
|20       | Execution
                                            and counterparts | 11                                                           
|         |                                                                        |                                                              
|Schedule | 12                                                                    
|         | Notice
    details                                                     | 12                                                           



page(i)









Subordination
Deed



|This
    Deed is made on March 24, 2024
|---------------------------------------
|                                       
|Parties                                
|                                       
|1                                      
|                                       
|2                                      
|                                       
|3                                      
|                                       
|Recitals                               
|                                       
|A                                      
|                                       
|B                                      
|                                       
|C                                      



It
is agreed as follows.



|1   | Definitions
    and interpretation                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                         
|1.1 | Definitions                                                                                                                                                                             
|    |                                                                                                                                                                                         
|    | The
    following definitions apply unless the context requires otherwise.                                                                                                              
|    |                                                                                                                                                                                         
|    | Ancillary
    Security means any Security, Guarantee or other document or agreement at any time created or entered into as security for
    the Senior Debt.                            
|    |                                                                                                                                                                                         
|    | Authorisationincludes:                                                                                                                                                                  
|    |                                                                                                                                                                                         
|    | (a)                                                                                                                                                                                     
|    |                                                                                                                                                                                         
|    | (b)                                                                                                                                                                                     
|    |                                                                                                                                                                                         
|    | Finance Debt means indebtedness (whether actual
or contingent) in respect of money borrowed or raised or other financial accommodation. It includes indebtedness under or in respect of:
|   
|    | (a)                                                                                                                                                                                     
|    |                                                                                                                                                                                         
|    | (b)                                                                                                                                                                                     
|    |                                                                                                                                                                                         
|    | (c)                                                                                                                                                                                     
|    |                                                                                                                                                                                         
|    | (d)                                                                                                                                                                                     
|    |                                                                                                                                                                                         
|    | (e)                                                                                                                                                                                     
|    |                                                                                                                                                                                         
|    | (f)                                                                                                                                                                                     





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Subordination
Deed



| | (g)                                                                                                                                                                                                                                                                                                                                                                                                                              | any
    counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument
    issued by a bank or financial institution; or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                   
| | (h)                                                                                                                                                                                                                                                                                                                                                                                                                              | the
    deferred purchase price (for more than 90 days) of an asset or service,                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                   
| | (i)                                                                                                                                                                                                                                                                                                                                                                                                                              | or
    an obligation to deliver assets or services paid for in advance by a financier or otherwise relating to a financing transaction.                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                   
| | Government
    Agencymeans any government or any governmental, semi-governmental or judicial entity or authority. It also includes any
    self-regulatory organisation established under statute or any stock exchange.                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | GSTmeans the goods and services tax as imposed by the GST Law together with any related interest, penalty, fine or other charge.                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | GST
    Law has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999(Cth), or if that Act does not
    exist means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation
    made under that Act.                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Guaranteemeans an obligation or offer to provide funds (including by subscription or purchase) or otherwise be responsible in respect
    of an obligation or indebtedness, or the financial condition or solvency, of another person. It includes a guarantee, indemnity,
    letter of credit or legally binding letter of comfort, or an obligation or offer to purchase an obligation or indebtedness of another
    person.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Issuermeans Australian Oilseeds Holdings Limited, an exempted company incorporated in the Cayman Islands.                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Leasemeans an agreement under which an asset may be used, exploited, operated or managed by a person other than the owner. It
    includes a lease, licence, charter, hire purchase or hiring arrangement.                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Liquidationincludes receivership or other appointment of a controller or small business restructuring practitioner, deregistration,
    compromise, deed of arrangement, amalgamation, administration, reconstruction, winding up, dissolution, assignment for the benefit
    of creditors, arrangement or compromise with creditors, bankruptcy.                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Liquidatorof the Borrower means any person who may be charged with the Liquidation of the Borrower (whether by contract, statute or
    otherwise). It includes a liquidator, administrator, receiver and receiver and manager.                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Satisfaction
    Date means the date the Senior Debt has been fully and finally paid.                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Securities
    Purchase Agreement means the Securities Purchase Agreement dated 23 August 2023 (as amended from time to time) between, amongst
    others, the Borrower and the Senior Creditor.                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Securitymeans any mortgage, pledge, lien or charge or any security or preferential interest or arrangement of any kind. It includes:                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                              | anything
    which gives a creditor priority to other creditors with respect to any asset; and                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                   
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                              | retention
    of title other than in the ordinary course of day-to-day trading and a deposit of money by way of security.                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                   
| | Senior
    Debtmeans all money which the Borrower or the Issuer (whether alone or not) is or at any time may become actually or contingently
    liable to pay to or for the account of the Senior Creditor (whether alone or not) for any reason whatever under or in connection
    with a Transaction Document, whether or not currently contemplated.                                                                       







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Subordination
Deed



| | It includes money by way of principal, interest, fees, costs, indemnity, Guarantee, charges, duties or expenses, or payment of liquidated or unliquidated damages under or in connection with a Transaction Document, or as a result of a breach of or default under or in connection with, a Transaction Document.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                    
| | It also includes money that the Borrower or the Issuer would have been liable to pay but for its Liquidation or a set-off claimed by it, or some other reason.                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                    
| | Subordinated Debt means all money which the Borrower (whether alone or not) is or at any time may become actually or contingently liable to pay to or for the account of the Subordinated Creditor (whether alone or not) for any reason whatever, whether or not currently contemplated.                          
| |                                                                                                                                                                                                                                                                                                                    
| | It includes money by way of principal, interest, fees, costs, Guarantee, indemnity, charges, duties or expenses or payment of liquidated or unliquidated damages under or in connection with a document or agreement, or as a result of any conduct, event or circumstance.                                        
| |                                                                                                                                                                                                                                                                                                                    
| | Subordinated Finance Document means:                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                    
| | (a)                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                    
| | (b)                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                    
| | Transaction
    Document has the meaning given to that term in the Securities Purchase Agreement, and also includes any Ancillary Security
    and this Deed.                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                    
| | 1.2                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                    
| | (a)                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                    
| | (b)                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                    
| | (c)                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                    
| | (d)                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                    





page 4







Subordination
Deed



|    |                                                                                                                                                                                                                                                                         | (viii)                                                                                                                                                                                                                                                           | A
    reference to writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently
    visible form.                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                         | (ix)                                                                                                                                                                                                                                                             | Each
    paragraph in a list is to be construed independently. None limits any other.                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                         | (x)                                                                                                                                                                                                                                                              | A
    reference to conduct includes an omission, statement or undertaking, whether or not in writing.                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                         | (xi)                                                                                                                                                                                                                                                             | Each
    paragraph of a list is to be construed independently. None limits any other.                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                         | (xii)                                                                                                                                                                                                                                                            | A
    reference to receipt or recovery includes receipt or recovery in money or other assets.                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                         | (xiii)                                                                                                                                                                                                                                                           | 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.
|    |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                         | (xiv)                                                                                                                                                                                                                                                            | A
    reference to an amount for which a person is contingently liable includes an amount which that person may become actually
    or contingently liable to pay if a contingency occurs, whether or not under an existing obligation.                               
|    |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                         | (xv)                                                                                                                                                                                                                                                             | A
    reference to reduced includes reduced to nil.                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                       
|1.3 | Document
    or agreement                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                        
|    | A
    reference to:                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                     | an
    agreement includes a Security, Guarantee, undertaking, deed, agreement or legally enforceable arrangement whether or
    not in writing; and                                                                                                             
|    |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                     | a
    document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document.                                                                                                                                               
|    |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                 
|    | 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.                                                                                     
|    |                                                                                                                                                                                                                                                                        
|1.4 | Determination,
    statement and certificate                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                        
|    | Except
    where otherwise provided in this Deed any determination, statement or certificate by the Senior Creditor or an Authorised Officer
    of the Senior Creditor provided for in this Deed is conclusive. It binds the parties in the absence of manifest error.
|    |                                                                                                                                                                                                                                                                        
|1.5 | Inconsistency                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                     | This
    Deed prevails if there is an inconsistency between it and any other document. This includes where a person cannot comply with both
    or where what is prohibited by one is permitted by the other.                                                   
|    |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                     | This
    Deed amends and is incorporated in all Subordinated Finance Documents. Any financial accommodation provided by the Subordinated Creditor
    to the Borrower after the date of this Deed will be taken to have been provided on the terms in this Deed.
|    |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                 
|1.6 | Consents
    and opinion                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                        
|    | Except
    where expressly stated the Senior Creditor may give or withhold, or give conditionally, approvals and consents, may be satisfied
    or unsatisfied, may form opinions, and may exercise its rights, powers and remedies, at its absolute discretion.       
|    |                                                                                                                                                                                                                                                                        
|2   | Subordination                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                        
|2.1 | General                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                        
|    | The
    Subordinated Debt is subordinated to the Senior Debt in the manner set out in this Deed.                                                                                                                                                                       





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Subordination
Deed



|2.2 | Subordinated
    Debt                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | (a)                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | (b)                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | (c)                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                   
|2.3 | Competing
    proof                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | Except
    to the extent stated in a notice under clause 4, until the Satisfaction Date the Subordinated Creditor may only lodge a conditional
    or contingent proof or claim in connection with the Subordinated Debt in the Liquidation of the Borrower.                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                   
|2.4 | Distribution                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | Subject
    to clause 4, on any distribution of assets of the Borrower, as a result of a Liquidation or any other total reorganisation of the
    Borrower, all Senior Debt shall first be paid in full before any payment is made on account of any Subordinated Debt. The Liquidator
    of the Borrower will distribute the assets of the Borrower accordingly.
|    |                                                                                                                                                                                                                                                                                                                                                                   
|3   | Overall
    limit on enforcement action and payment                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                   
|3.1 | Subordinated
    Creditor                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | Subject
    to clause 4, without the prior consent of the Senior Creditor, the Subordinated Creditor shall not:                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | (a)                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | (b)                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | (c)                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | (d)                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | (e)                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | (f)                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | (g)                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                   
|    | (h)                                                                                                                                                                                                                                                                                                                                                               



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Subordination
Deed



|3.2 | Borrower                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Subject
    to clause 4, without the prior consent of the Senior Creditor, the Borrower shall not:                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4   | Express
    permission                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | From
    the commencement of the Liquidation of the Borrower, if the Senior Creditor notifies the Borrower and the Subordinated Creditor in
    writing that all or part of the Subordinated Debt is payable:                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5   | Accounting
    for proceeds                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.1 | Accounting                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | If,
    before the Satisfaction Date, the Subordinated Creditor receives or recovers payment of any Subordinated Debt otherwise than as expressly
    permitted by clause 3, the Subordinated Creditor shall promptly pay to the Senior Creditor an amount equal to the amount received
    or recovered (or, in the case of an asset other than cash, its value as determined by the Senior Creditor) up to an amount equal
    to the Senior Debt.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.2 | Set-off                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | If,
    before the Satisfaction Date, the amount of the Subordinated Debt is reduced by any set-off, deduction or combination of accounts
    or similar right or procedure, the Subordinated Creditor shall promptly pay to the Senior Creditor an amount equal to the amount
    by which the Subordinated Debt was so reduced up to an amount equal to the Senior Debt.                                                                          



page 7









Subordination
Deed



|6   | No
    prejudice                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                               
|    | The
    right of the Senior Creditor to enforce any provision of this Deed is not affected by:                                                                
|    |                                                                                                                                                               
|    | (a)                                                                                                                                                           
|    |                                                                                                                                                               
|    | (b)                                                                                                                                                           
|    |                                                                                                                                                               
|    | (c)                                                                                                                                                           
|    |                                                                                                                                                               
|    | (d)                                                                                                                                                           
|    |                                                                                                                                                               
|    | (e)                                                                                                                                                           
|    |                                                                                                                                                               
|    | This
    clause does not apply to any waiver or consent granted directly to the Subordinated Creditor by the Senior Creditor.                                 
|    |                                                                                                                                                               
|7   | Amendment                                                                                                                                                     
|    |                                                                                                                                                               
|7.1 | Amendment
    of Transaction Documents                                                                                                                        
|    |                                                                                                                                                               
|    | Any
    Transaction Document may be amended, extended, renewed, novated, replaced or otherwise varied in any manner as the parties to that
    document agree.
|    |                                                                                                                                                               
|7.2 | Amendment
    of Subordinated Finance Documents                                                                                                               
|    |                                                                                                                                                               
|    | No
    Subordinated Finance Document may be amended, replaced or otherwise varied without the prior consent of the Senior Creditor.                           
|    |                                                                                                                                                               
|8   | Assignments,
    Guarantees and Securities                                                                                                                    
|    |                                                                                                                                                               
|8.1 | Assignments
    of or Securities over Subordinated Debt                                                                                                       
|    |                                                                                                                                                               
|    | The
    Subordinated Creditor shall not:                                                                                                                      
|    |                                                                                                                                                               
|    | (a)                                                                                                                                                           
|    |                                                                                                                                                               
|    | (b)                                                                                                                                                           
|    |                                                                                                                                                               
|8.2 | Guarantees
    and Securities in respect of Subordinated Debt                                                                                                 
|    |                                                                                                                                                               
|    | (a)                                                                                                                                                           
|    |                                                                                                                                                               
|    | (b)                                                                                                                                                           
|    |                                                                                                                                                               
|    | any
    Guarantee or Security in respect of any Subordinated Debt.                                                                                            
|    |                                                                                                                                                               
|9   | Representations
    and warranties                                                                                                                            
|    |                                                                                                                                                               
|    | The
    Subordinated Creditor makes the following representations and warranties.                                                                             
|    |                                                                                                                                                               
|    | (a)                                                                                                                                                           
|    |                                                                                                                                                               
|    | (b)                                                                                                                                                           



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Subordination
Deed





|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                | (Corporate
    authorisations) It has taken all necessary corporate action to authorise the entry into and performance of this Deed, and to
    carry out the transactions contemplated by this Deed.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                | (Documents
    binding) This Deed is its valid and binding obligation enforceable in accordance with its terms, subject to any necessary stamping
    and registration.                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                | (Transactions
    permitted) The execution and performance by it of this Deed and each transaction contemplated under this Deed did not and will
    not violate in any respect a provision of:      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    | (i)                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    | (ii)                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    | (iii)                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    | (iv)                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    | (v)                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                | (Authorisations)
    Each Authorisation which is required in relation to:                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    | (i)                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    | (ii)                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                | (Title)
    It is absolutely entitled to the Subordinated Debt free from any Security.                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     | (h)                                                                                                                                                                                                                                                                                                                                                                                                                | (Guarantee
    or Security) It does not hold any Guarantee or Security in respect of the Subordinated Debt.                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|10   | Expenses,
    indemnity                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.1 | Expenses                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | The
    Borrower shall reimburse the Senior Creditor for its expenses in relation to:                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                | the
    preparation, execution and completion of this Deed and any subsequent consent, agreement, approval, waiver or amendment; and                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                | (i)                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    | (ii)                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
|     | This
    includes legal costs and expenses (including in-house lawyers charged at their usual rates) on a full indemnity basis, expenses incurred
    in any review or environmental audit or in retaining consultants to evaluate matters of material concern to the Senior Creditor,
    and administrative costs including time of its executives (their time and costs are to be charged at reasonable rates).





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Subordination
Deed





|10.2 | Indemnity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | The
    Subordinated Creditor and the Borrower shall indemnify the Senior Creditor against any loss, cost, charge, liability or expense (including
    legal costs on a full indemnity basis) the Senior Creditor (or any officer or employee of the Senior Creditor) may sustain or incur
    as a direct or indirect result of:                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.3 | Amounts
    in foreign currency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | Where
    an amount to be reimbursed or indemnified against is denominated in another currency, if Senior Creditor so requests, the Subordinated
    Creditor or the Borrower (as the case may be) shall reimburse or indemnify it against the amount of US dollars which the Senior Creditor
    certifies that it used to buy the relevant amount of the other currency in accordance with its normal procedures. If the Senior Creditor
    does not so request, the Subordinated Creditor or the Borrower (as the case may be) shall reimburse or indemnify it in the relevant
    currency.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11   | Duties
    and GST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11.1 | Duties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11.2 | GST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | All
    payments (including the provision of any non-monetary consideration) to be made by the Subordinated Creditor or the Borrower under
    or in connection with this Deed have been calculated without regard to GST.                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



page 10









Subordination
Deed



|12   | Waivers,
    remedies cumulative                                                                                                                                                                                                                                                                                                                  
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                   
|13   | Severability
    of provisions                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                   
|     | Any
    provision of this Deed which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent
    of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Deed nor affect the validity or
    enforceability of that provision in any other jurisdiction.
|     |                                                                                                                                                                                                                                                                                                                                                   
|14   | Survival
    of obligations                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                   
|     | Where
    a party is obliged to indemnify another party against a loss, cost, charge, liability, expense, deficiency or other amount, it shall
    pay on demand from time to time the amount stated by the other party to be the amount indemnified against.                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                   
|15   | Power
    of Attorney                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                   
|16   | Assignment                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                   
|16.1 | Assignment
    by Borrower and Subordinated Creditor                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                   
|     | Neither
    the Borrower nor the Subordinated Creditor may assign or transfer any of its rights or obligations under this Deed without the prior
    consent of the Senior Creditor.                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                   
|16.2 | Assignment
    by Senior Creditor                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                   
|     | Subject
    to the other Transaction Documents, the Senior Creditor may assign all or any of its rights or transfer all or any of its obligations
    under this Deed.                                                                                                                                                                            





page 11









Subordination
Deed



|17 | Acknowledgement
    by Borrower and Subordinated Creditor                                                                                                                                                                                                                                                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Each
    of the Borrower and the Subordinated Creditor confirms that:                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|18 | Notices                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | All
    notices, requests, demands, consents, approvals, agreements or other communications to or by a party to this Deed:                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|19 | Governing
    law and jurisdiction                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | This
    Deed is governed by the laws of New South Wales and of the Commonwealth of Australia applying there. Each of the Subordinated Creditor
    and the Borrower irrevocably accepts the non-exclusive jurisdiction of courts with jurisdiction there, and waives any right to object
    to the venue on any ground.                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|20 | Execution
    and counterparts                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | This
    Deed may be executed electronically and may be executed in counterparts.                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Where
    a person signs this Deed electronically, the electronic signature is an effective binding signature, and the electronic document
    containing it can be an effective electronic counterpart of this Deed. In addition, the person intends that any print-out of the
    signature will also constitute an effective original signature, so that the print-out will also be an executed original counterpart
    of this Deed.





page 12









Subordination
Deed



Schedule



Notice details



Subordinated
Creditor



JSKS
Enterprises Pty Ltd



|Address:   | Unit
    2, 100 Park Road, Slacks Creek QLD 4127
|---------- | ------------------------------------------------
|Email:     | gary@energreennutrition.com.au                  
|Attention: | Gary
    Seaton                                 



Borrower



Australian
Oilseeds Investments Pty Ltd



|Address:   | 126
                                            – 142 Cowcumbla Street, Cootamundra
                                                         Site 2: 52 Fuller Drive Cootamundra
    PO
    Box 263 Cootamundra 2590
|---------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Email:     | gary@energreennutrition.com.au                                                                                                                                                                                      
|Attention: | Gary
    Seaton                                                                                                                                                                                                     



Senior
Creditor



Arena
Investors, LP



Address:
405 Lexington Avenue, 59th Floor, New York, NY 10174

Email:
ystramer@arenaco.com / tradeops@arenaco.com

Attention: Yoav Stramer, Director



page 13







Subordination
Deed





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





Subordinated
Creditor





|Executedas a deed in accordance with section 127 of the Corporations Act 2001 by
                                                                                                       JSKS
                                            Enterprises Pty Ltd:
    
    
    /s/
    Gary Seaton | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Sole
    director and sole secretary                                                                                                                                                                                                                                                            | 
|                                                                                                                                                                                                                                                                                                | 
|Gary Seaton                                                                                                                                                                                                                                                                                     | 
|Print
    Name                                                                                                                                                                                                                                                                                  | 





page 14









Subordination
Deed



Borrower



|Executedas a deed in accordance with section 127 of the Corporations Act 2001 by
                                                                                                       Australian
                                            Oilseeds Investments Pty Ltd:
    
    
    /s/
    Gary Seaton | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Sole
    director and sole secretary                                                                                                                                                                                                                                                                           | 
|                                                                                                                                                                                                                                                                                                               | 
|Gary
    Seaton                                                                                                                                                                                                                                                                                                | 
|Print
    Name                                                                                                                                                                                                                                                                                                 | 





page 15







Subordination
Deed





Senior
Creditor









|SIGNED
    SEALED AND DELIVERED by ARENA INVESTORS, LP | 
|------------------------------------------------------ | 
|                                                       | 
|By:                                                    | 
|Name:                                                  | 
|Title:                                                 | 













page 16