Exhibit
4.21









Australian
Oilseeds Holdings Limited

Cowcumbla
Investments Pty Ltd

Arena
Investors, LP



Payment
Directions Deed

Australian
Oilseeds



Execution
version



101
Collins Street

Melbourne
VIC 3000 Australia T +61 3 9614 1011

F
+61 3 9614 4661

www.allens.com.au



©
Allens Australia 2024



Allens
is an independent partnership operating in alliance with Linklaters LLP.















Contents



|1 | Definitions and interpretation          | 2                                        
|- | --------------------------------------- | -----------------------------------------
|  | 1.1                                     | Definitions                              
|  | 1.2                                     | Securities Purchase Agreement definitions
|  | 1.3                                     | Interpretation                           
|2 | Undertakings                            | 4                                        
|3 | Payment directions and acknowledgements | 4                                        
|  | 3.1                                     | The Purchaser and the Company            
|  | 3.2                                     | Acknowledgements by Cowcumbla            
|4 | General                                 | 5                                        
|  | 4.1                                     | Receipt of Securities Purchase Agreement 
|  | 4.2                                     | Further assurances                       
|  | 4.3                                     | Assignment                               
|  | 4.4                                     | Counterparts                             
|  | 4.5                                     | Governing law and jurisdiction           



|This
                                            Deed is made on | 2024
|---------------------------------------------------------------- | ----



page (i)










Parties



|1 | Australian
    Oilseeds Holdings Limited (Company Number 396507), an exempted company incorporated in the Cayman Islands (the Company).
|- | ---------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                        
|2 | Cowcumbla
    Investments Pty Ltd (ACN 155 048 454) of Unit 2, 100 Park Road, Slacks CreekQLD
    4127 (Cowcumbla).                    
|  |                                                                                                                                        
|3 | Arena
    Investors, LP, a Delaware limited partnership (the Purchaser).                                                               



Recitals



|A | The
    Company and the Purchaser (amongst others) are parties to the Securities Purchase Agreement, under which it is contemplated that
    financial accommodation be made from the Purchaser to the Company under the Debentures as follows:
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | on
    the First Closing Date, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, a 10%
    original issue discount secured convertible debenture issued by the Company in the amount of the First Closing Principal Amount (subject
    to reduction as set forth in Section 2.1(a) (Debentures)of the Securities Purchase Agreement);
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | on
    the Second Closing Date, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, a 10%
    original issue discount secured convertible debenture issued by the Company in the amount of the Second Closing Principal Amount;
    and                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | on
    the Third Closing Date, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, a 10%
    original issue discount secured convertible debenture issued by the Company in the amount of the Third Closing Principal Amount.                                                                                                           



|B | On:
|- | ---



| | (a) | the
    First Closing Date, the Company has agreed to advance the First Closing Principal Amount;
| | --- | -------------------------------------------------------------------------------------------------
| |     |                                                                                                  
| | (b) | the
    Second Closing Date, the Second Closing Principal Amount; and                            
| |     |                                                                                                  
| | (c) | the
    Third Closing Date, the Third Closing Principal Amount,                                  



|  | to
    Cowcumbla pursuant to the Intercompany Loan Agreement.                                            
|- | ---------------------------------------------------------------------------------------------------------
|  |                                                                                                          
|C | This
    Deed sets out directions as to the payment of amounts to be advanced pursuant to the Debentures.



It
is agreed as follows.



|1   | Definitions
    and interpretation                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                               
|1.1 | Definitions                                                                                                                                                                                   
|    |                                                                                                                                                                                               
|    | The
    following definitions apply unless the context requires otherwise.                                                                                                                    
|    |                                                                                                                                                                                               
|    | Intercompany
    Loan Agreement means the Intercompany Loan Agreement between the Company and Cowcumbla dated on or about the date of this
    Deed.                                          
|    |                                                                                                                                                                                               
|    | Securities
    Purchase Agreementmeans the Securities Purchase Agreement dated on 23 August 2023 between, amongst others, the Company and
    the Secured Party, as amended from time to time.
|    |                                                                                                                                                                                               
|1.2 | Securities
    Purchase Agreement definitions                                                                                                                                                 
|    |                                                                                                                                                                                               
|    | Definitions
    in the Securities Purchase Agreement apply in this Deed unless the context requires otherwise or the relevant term is defined in
    this Deed.                               



page (2)










|1.3 | Interpretation
|--- | --------------
|    |               
|    | (a)           
|    |               
|    | (b)           
|    |               
|    | (c)           
|    |               
|    | (d)           



| | (i)    | The
    singular includes the plural and the converse.                                                                                                                                                                                                                
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                       
| | (ii)   | A
    gender includes all genders.                                                                                                                                                                                                                                    
| |        |                                                                                                                                                                                                                                                                       
| | (iii)  | Where
    a word or phrase is defined, its other grammatical forms have a corresponding meaning.                                                                                                                                                                      
| |        |                                                                                                                                                                                                                                                                       
| | (iv)   | A
    reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                       
| | (v)    | A
    reference to a clause, annexure or schedule is a reference to a clause of, or annexure or schedule to, this Deed.                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                       
| | (vi)   | A
    reference to a party to this Deed or another agreement or document includes the party’s successors and permitted substitutes
    or assigns.                                                                                                                    
| |        |                                                                                                                                                                                                                                                                       
| | (vii)  | A
    reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision
    substituted for it and a regulation, statutory instrument, code or other thing issued under it.                            
| |        |                                                                                                                                                                                                                                                                       
| | (viii) | A
    reference to writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently
    visible form.                                                                                                                       
| |        |                                                                                                                                                                                                                                                                       
| | (ix)   | A
    reference to conduct includes an omission, statement or undertaking, whether or not in writing.                                                                                                                                                                 
| |        |                                                                                                                                                                                                                                                                       
| | (x)    | Each
    paragraph in a list is to be construed independently. None limits any other.                                                                                                                                                                                 
| |        |                                                                                                                                                                                                                                                                       
| | (xi)   | A
    reference to property or asset includes any real or personal, present or future, tangible or intangible
    property or asset (including Intellectual Property) and any right, interest, revenue or benefit in, under or derived from the property
    or asset.
| |        |                                                                                                                                                                                                                                                                       
| | (xii)  | A
    reference to a specific agreement or document includes it as amended, novated, supplemented or replaced from time to time, except
    to the extent prohibited by this Deed.                                                                                    



page (3)










|2 | Undertakings
|- | ------------



Each
of Cowcumbla and the Company hereby irrevocably undertake to:



| | (a) | in
    the case of the Company, advance the First Principal Closing Amount, Second Principal Closing Amount and Third Principal Closing
    Amount to Cowcumbla in accordance with the terms of the Intercompany Loan Agreement;                                                               
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                
| | (b) | in
    the case of Cowcumbla, borrow and use any funds it receives pursuant to each Intercompany Loan, as a result of the payment directions
    specified in clause 3.1 (The Purchaser and the Company) for its own working capital purposes only and, in particular, not
    use those funds:



| | (i)   | to
    pay any dividend or distribution to any shareholder of Cowcumbla;                                             
| | ----- | ---------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                      
| | (ii)  | to
    lend, give credit, or make advances to any person or entity, other than any subsidiary of Cowcumbla; or       
| |       |                                                                                                                      
| | (iii) | for
    any other prohibited purpose described in section 5.9 (Use of Proceeds) in the Securities Purchase Agreement.



|3 | Payment
    directions and acknowledgements
|- | -------------------------------------------



|3.1 | The
    Purchaser and the Company
|--- | ---------------------------------
|    |                                  
|    | (a)                              
|    |                                  
|    | (b)                              
|    |                                  
|    | (c)                              



|3.2 | Acknowledgements
    by Cowcumbla          
|--- | -------------------------------------------
|    |                                            
|    | Cowcumbla
    acknowledges and agrees that:
|    |                                            
|    | (a)                                        
|    |                                            
|    | (b)                                        
|    |                                            
|    | (c)                                        
|    |                                            
|    | (d)                                        



page (4)










|4   | General                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                             
|4.1 | Receipt
    of Securities Purchase Agreement                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                             
|    | Cowcumbla
    acknowledges that it has received and reviewed a copy of the Securities Purchase Agreement.                                                                                                                                   
|    |                                                                                                                                                                                                                                             
|4.2 | Acknowledgment                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                             
|    | This
    document is the ‘Payment Directions Deed’ for the purposes of the Securities Purchase Agreement and the Intercompany
    Loan Agreement is the ‘Intercompany Loan Agreement’ for the purposes of the Securities Purchase Agreement.
|    |                                                                                                                                                                                                                                             
|4.3 | Further
    assurances                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                             
|    | Each
    party must do anything (including executing agreements and documents) necessary to give full effect to this Deed and the transactions
    contemplated by it.                                                                      
|    |                                                                                                                                                                                                                                             
|4.4 | Assignment                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                             
|    | Section
    6.7 (Successors and Assigns) of the Securities Purchase Agreement shall apply to this Deed, but as if references to ‘this
    Agreement’ were to ‘this Deed’, and as if the reference to ‘EDOC’ was to ‘Cowcumbla’.             
|    |                                                                                                                                                                                                                                             
|4.5 | Counterparts                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                             
|    | This
    Deed may be executed electronically and may be executed in counterparts.                                                                                                                                                           
|    |                                                                                                                                                                                                                                             
|4.6 | Governing
    law and jurisdiction                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                             
|    | This
    Deed is governed by the laws of New South Wales. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction
    there in connection with matters concerning this Deed.                             



page (5)










Each
person executing this Deed on behalf of a party states that they have no notice of revocation or suspension of their authority.

Executed
and delivered as a Deed



The
Company



|Signed
    Sealed and Delivered by Australian         |  | 
|----------------------------------------------------- |  | 
|Oilseeds
    Holdings Limited:                        |  | 
|                                                      |  | 
|                                                      |  | 
|Signature
    of Authorised Signatory                 |  | 
|Gary
    Seaton, Chairman and Chief Executive Officer |  | 
|Name
    of Authorised Signatory                      |  | 



Cowcumbla



|Executedas a deed in accordance with            |  |                   
|----------------------------------------------- |  | ------------------
|section 127 of the
    Corporations Act 2001 by |  |                   
|Cowcumbla Investments
    Pty Ltd:              |  |                   
|                                                |  |                   
|                                                |  |                   
|Director                                        |  | Director/Secretary
|Gary
    Seaton                                 |  | Bob
    (Wei) Wu  
|Print
    Name                                  |  | Print
    Name    



page (6)










The
Purchaser



|Signed
                                            Sealed and Delivered by Arena
                                                                     Investors,
                                            LP: |  | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                                                                                                                                                                                                                 |  | 
|                                                                                                                                                                                                                 |  | 
|Signature
    of Authorised Signatory                                                                                                                                                                            |  | 
|                                                                                                                                                                                                                 |  | 
|Name
    of Authorised Signatory                                                                                                                                                                                 |  | 





page (7)