Exhibit
4.16



PURCHASE
AGREEMENT



THIS
PURCHASE AGREEMENT(this “Agreement”) dated as of March 5, 2024 is made by and between ARENA BUSINESS SOLUTIONS
GLOBAL SPC II, LTDon behalf of and for the account of SEGREGATED PORTFOLIO #6 – SPC #6 (the “Investor”),
and AUSTRALIAN OILSEEDS HOLDINGS LIMITED, a Cayman Islands exempted company (the “Company”).



WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and
sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $50.00 million of
the Company’s ordinary shares, par value $0.0001 per share (the “Common Shares”); and



WHEREAS,
the Common Shares will be listed for trading on the Nasdaq Stock Market under the symbol “COOT” before any Advance Date (as
defined below); and



WHEREAS,
the offer and sale of the Common Shares issuable hereunder will be made in reliance upon Section 4(a)(2) and Regulation D under the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such
other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions
to be made hereunder.



NOW,
THEREFORE, the parties hereto agree as follows:



ARTICLE
I

CERTAIN
DEFINITIONS



“Advance”
shall mean the portion of the Commitment Amount requested by the Company in an Advance Notice.



“Advance
Date” shall mean the 1st Trading Day after expiration of the applicable Pricing Period for each Advance.



“Advance
Halt” shall have the meaning set forth in Section 2.05(d).



“Advance
Notice” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer
of the Company or other authorized representative of the Company identified on Schedule 1 hereto and setting forth the amount of an Advance
that the Company desires to issue and sell to the Investor.



“Advance
Notice Date” shall mean each date the Company delivers (in accordance with Section 2.02 of this Agreement) to the Investor
an Advance Notice, subject to the terms of this Agreement.



“Affiliate”
shall have the meaning set forth in Section 3.08.



“Agreement”
shall have the meaning set forth in the preamble of this Agreement.



“Applicable
Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines
and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation
(i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable
laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt
Practices Act of 1977, and (iii) any Sanctions laws.



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“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal, state or similar laws for the relief of debtors.



“Black
Out Period” shall have the meaning set forth in Section 6.02(a).



“Business
Combination” shall mean that certain Business Combination Agreement, dated as of December 5, 2022 (as amended on March 31,
2023), by and among the Company, American Physicians LLC, a Delaware limited liability company, Australian Oilseeds Investments Pty Ltd.,
ACN 158 999 949, an Australian proprietary company (“AOI”), AOI Merger Sub, a Cayman Islands exempted company, Gary
Seaton (as seller’s representative) and each of the holders of AOI’s outstanding ordinary shares named on Annex I to the
Business Combination Agreement.



“Business
Day” means any day on which the Principal Market is open for trading, including any day on which the Principal Market is open
for trading for a period of time less than the customary time.



“Buy-In”
shall have the meaning set forth in Section 2.06(a).



“Buy-In
Price” shall have the meaning set forth in Section 2.06(a).



“Closing”
shall have the meaning set forth in Section 2.05.



“Commitment
Amount” shall mean $50.00 million of Common Shares, provided that, the Company shall not effect any sales under this
Agreement and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the
extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement (including
the Commitment Fee Shares) would violate Nasdaq Listing Rule 5635(d) (the “Exchange Cap”); provided further that,
the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance
with the rules of the Principal Market.



“Commitment
Fee Shares” shall have the meaning set forth in Section 13.04.



“Commitment
Period” shall mean the period commencing on the date hereof and expiring upon the date of termination of this Agreement in
accordance with Section 11.02.



“Common
Shares” shall have the meaning set forth in the recitals of this Agreement.



“Common
Share Equivalents” shall have the meaning set forth in Section 6.20.



“Company”
shall have the meaning set forth in the preamble of this Agreement.



“Company
Indemnitees” shall have the meaning set forth in Section 5.02.



“Condition
Satisfaction Date” shall have the meaning set forth in Section 7.01



“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.



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“Environmental
Laws” shall have the meaning set forth in Section 4.08.



“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.



“Hazardous
Materials” shall have the meaning set forth in Section 4.08.



“Indemnified
Liabilities” shall have the meaning set forth in Section 5.01.



“Investor”
shall have the meaning set forth in the preamble of this Agreement.



“Investor
Indemnitees” shall have the meaning set forth in Section 5.01.



“Market
Price” shall mean the simple average of the daily VWAP of the Common Shares during the Pricing Period.



“Material
Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material
adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material
adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries,
taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis
its obligations under this Agreement.



“Material
Outside Event” shall have the meaning set forth in Section 6.08.



“Maximum
Advance Amount” shall be calculated as follows: (a) if the Advance Notice is received by 7:30 a.m. Eastern Time, the lower
of: (i) an amount equal to forty percent (40%) of the average of the Daily Value Traded of the Common Shares on the ten (10) Trading
Days immediately preceding an Advance Notice, or (ii) $20 million. For purposes hereof, “Daily Value Traded” is the
product obtained by multiplying the daily trading volume of the Company’s Common Shares on the Principal Market during regular
trading hours as reported by Bloomberg L.P., by the VWAP for such Trading Day. For the avoidance of doubt, the daily trading volume shall
include all trades on the Principal Market during regular trading hours.



“OFAC”
shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.



“Ownership
Limitation” shall have the meaning set forth in Section 2.04(a).



“Person”
shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.



“Plan
of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.



“Pricing
Period” shall mean one (1) Trading Day, as notified by the Company to the Investor in the applicable Advance Notice, commencing
on the Advance Notice Date.



“Principal
Market” shall mean the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market,
the Nasdaq Capital Market, the OTCQB, the OTCBB or the NYSE Euronext, whichever is at the time the principal trading exchange or market
for the Common Shares.





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“Purchase
Price” shall mean the price per Common Share obtained by multiplying the Market Price by 97.0%. If the total day’s VWAP
at the end of any given 1-hour interval has changed by +/- 3% versus the previous 1-hour interval, the Purchase Price will be 97.0% of
the Investor’s sale execution for that day.



The
last 30 minutes of trading on a Trading Day will count as the final “1-hour” interval of such Trading Day.



“Registrable
Securities” shall mean (i) the Shares, and (ii) any securities issued or issuable with respect to any of the foregoing by way
of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or
other reorganization or otherwise.



“Registration
Limitation” shall have the meaning set forth in Section 2.04(b).



“Registration
Statement” shall mean a registration statement on Form F-1 or Form F-3 or on such other form promulgated by the SEC for which
the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available for the registration
of the resale by the Investor of the Registrable Securities under the Securities Act.



“Regulation
D” shall mean the provisions of Regulation D promulgated under the Securities Act.



“Required
Delivery Date” means any date on which the Company or its transfer agent is required to deliver Common Shares to Investor hereunder.



“Sanctions”
means any sanctions administered or enforced by OFAC, the U.S. State Department, the United Nations Security Council, the European Union,
Her Majesty’s Treasury, or other relevant sanctions authority.



“Sanctions
Programs” means any OFAC economic sanction program (including, without limitation, programs related to Crimea, Cuba, Iran,
North Korea, Sudan and Syria).



“SEC”
shall mean the U.S. Securities and Exchange Commission.



“SEC
Documents” shall have the meaning set forth in Section 4.04.



“Securities
Act” shall have the meaning set forth in the recitals of this Agreement.



“Settlement
Document” shall have the meaning set forth in Section 2.05(a).



“Shares”
shall mean the Commitment Fee Shares and the Common Shares to be issued from time to time hereunder pursuant to an Advance.



“Subsidiaries”
shall have the meaning set forth in Section 4.01.



“Trading
Day” shall mean any day during which the Principal Market shall be open for business.



“Transaction
Documents” shall have the meaning set forth in Section 4.02.



“Variable
Rate Transaction” shall have the meaning set forth in Section 6.20.



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“VWAP”
means, for any Trading Day, the daily volume weighted average price of the Common Shares for such Trading Day on the Principal
Market (a) from 9:30 a.m. Eastern Time through 4:00 p.m. Eastern Time, excluding the opening price and the closing price, if the
Advance Notice is received before 7:30a.m. Eastern Time (the “Measurement Period”); provided, however,
upon an Advance Halt the VWAP calculation shall terminate as of the effective time of the Material Outside Event; provided further,
that the VWAP calculation shall exclude all trades over that number of Common Shares equal to 5% of the total volume traded over the
applicable Measurement Period. For illustration purposes only, if 1,000,000 Common Shares trade over the applicable Measurement
Period, then any trade over 50,000 Common Shares will be excluded from the VWAP calculation.



ARTICLE
II ADVANCES



Section
2.01 Advances; Mechanics.Subject to the terms and conditions of this Agreement (including, without limitation, the provisions of
Article VII hereof), the Company, at its sole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase
from the Company, Common Shares on the following terms.



Section
2.02 Advance Notice.At any time during the Commitment Period, the Company may require the Investor to purchase the Common Shares
by delivering an Advance Notice to the Investor, subject to the conditions set forth in Section 7.01, and in accordance with the following
provisions:



|(a) | The
                                            Company shall, in its sole discretion, select the amount of the Advance, not to exceed the
                                            Maximum Advance Amount, it desires to issue and sell to the Investor in each Advance Notice
                                            and the time it desires to deliver each Advance Notice.
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|(b) | There
                                            shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment
                                            Amount or any part thereof.
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|(c) | The
                                            Company shall be limited to delivering one (1) Advance Notice to the Investor per Trading
                                            Day.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | The
                                            Advance Notice shall be valid upon delivery to Investor in accordance with Exhibit C.
|--- | -------------------------------------------------------------------------------------------------------------------------------------



Section
2.03 Date of Delivery of Advance Notice. An Advance Notice shall be deemed delivered on the day it is received by the Investor if
such notice is received by email on or prior to 12:30 p.m. Eastern Time (or later if waived by the Investor in its sole discretion) in
accordance with the instructions set forth on Exhibit C.



Section
2.04 Advance Limitations. Regardless of the amount of an Advance requested by the Company in the Advance Notice, the final amount
of an Advance pursuant to an Advance Notice shall, unless otherwise agreed by the Investor and the Company in writing, be reduced in
accordance with each of the following limitations:



|(a) | Ownership
                                            Limitation; Commitment Amount. At the request of the Company, from time-to-time, the
                                            Investor shall inform the Company of the amount of Common Shares the Investor beneficially
                                            owns. In no event shall the number of Common Shares issuable to the Investor pursuant to
                                            an Advance cause the aggregate number of Common Shares beneficially owned (as calculated
                                            pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the
                                            Investor and its Affiliates as a result of previous issuances and sales of Common Shares
                                            to Investor under this Agreement to exceed 4.99% of the then outstanding Common Shares (the
                                            “Ownership Limitation”). In connection with each Advance Notice delivered
                                            by the Company, any portion of an Advance that would (i) cause the Investor to exceed the
                                            Ownership Limitation or (ii) cause the aggregate number of Common Shares issued and sold
                                            to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn
                                            with no further action required by the Company, and such Advance Notice shall be deemed automatically
                                            modified to reduce the amount of the Advance requested by an amount equal to such withdrawn
                                            portion; provided that in the event of any such automatic withdrawal and automatic modification,
                                            Investor will promptly notify the Company of such event and such withdrawn portion will not
                                            reduce the Commitment Amount.
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|(b) | Registration
                                            Limitation. In no event shall an Advance exceed the amount registered under the Registration
                                            Statement then in effect (the “Registration Limitation”) or the Exchange
                                            Cap to the extent applicable. In connection with each Advance Notice, any portion of an Advance
                                            that would exceed the Registration Limitation or Exchange Cap shall automatically be withdrawn
                                            with no further action required by the Company and such Advance Notice shall be deemed automatically
                                            modified to reduce the aggregate amount of the requested Advance by an amount equal to such
                                            withdrawn portion in respect of each Advance Notice; provided that in the event of any such
                                            automatic withdrawal and automatic modification, Investor will promptly notify the Company
                                            of such event and such withdrawn portion will not reduce the Commitment Amount.
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|(c) | Unconditional
                                            Contract. Notwithstanding any other provision in this Agreement, the Company and the
                                            Investor acknowledge and agree that each Advance Notice shall be an irrevocable, unconditional
                                            contract binding on both parties (but subject to the limitations described in this Section
                                            2.04) and the purchase and sale of Common Shares pursuant to such Advance Notice shall be
                                            in accordance with the terms of this Agreement, and, subject to Applicable Law and Section
                                            3.09 (Trading Activities), the Investor may sell Common Shares during the Pricing Period.
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Section
2.05 Closings.The closing of each Advance and each sale and purchase of Common Shares related to each Advance (each, a “Closing”)
shall take place as soon as practicable on or after each Advance Date in accordance with the procedures set forth below. The parties
acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably
bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination
of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of
its obligations as set forth below:



|(a) | On
                                            each Advance Date, the Investor shall deliver to the Company a written document, in the form
                                            attached hereto as Exhibit B (each a “Settlement Document”), setting
                                            forth the final number of Common Shares to be purchased by the Investor (taking into account
                                            any adjustments pursuant to Section 2.04), the Market Price, the Purchase Price, the
                                            aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg,
                                            L.P. indicating the VWAP for each of the Trading Days during the Pricing Period (or, if not
                                            reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties),
                                            in each case in accordance with the terms and conditions of this Agreement.
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|(b) | Promptly
                                            after receipt of the Settlement Document with respect to each Advance (and, in any event,
                                            not later than two (2) Trading Days after such receipt), the Company will, or will cause
                                            its transfer agent to, electronically transfer such number of Shares to be purchased by the
                                            Investor (as set forth in the Settlement Document) by crediting the Investor’s account
                                            or its designee’s account at the Depository Trust Company through its Deposit Withdrawal
                                            at Custodian System or by such other means of delivery as may be mutually agreed upon by
                                            the parties hereto, and transmit notification to the Investor that such share transfer has
                                            been requested. The Company shall promptly notify Investor if it has reasonable grounds to
                                            dispute the calculations set forth in the Settlement Document, and the Company agrees that
                                            such calculations shall be deemed agree- upon and final upon transfer of the Common Shares.
                                            All Common Shares to be purchased by the Investor pursuant to an Advance Notice shall be
                                            issued electronically through DTC’s Deposit/Withdrawal At Custodian system. Promptly
                                            upon receipt of such notification (in any event, not later than three (3) Trading Days after
                                            such receipt), the Investor shall pay to the Company the aggregate purchase price of the
                                            Shares (as set forth in the Settlement Document) in cash in immediately available funds to
                                            an account designated by the Company in writing and transmit notification to the Company
                                            that such funds transfer has been requested. No fractional shares shall be issued, and any
                                            fractional amounts shall be rounded to the next higher whole number of shares. To facilitate
                                            the transfer of the Common Shares by the Investor, the Common Shares will not bear any restrictive
                                            legends so long as there is an effective Registration Statement covering such Common Shares
                                            (it being understood and agreed by the Investor that notwithstanding the lack of restrictive
                                            legends, the Investor may only sell such Common Shares pursuant to the plan of distribution
                                            set forth in the prospectus included in the Registration Statement and otherwise in compliance
                                            with the requirements of the Securities Act (including any applicable prospectus delivery
                                            requirements) or pursuant to an available exemption from its registration requirements).
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|(c) | On
                                            or prior to the Advance Date, each of the Company and the Investor shall deliver to the other
                                            all documents, instruments and writings expressly required to be delivered by either of them
                                            pursuant to this Agreement in order to implement and effect the transactions contemplated
                                            herein.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | Notwithstanding
                                            anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the
                                            Company notifies Investor that a Material Outside Event set forth in Section 6.08(i) through
                                            (v) has occurred or if the Material Outside Event set forth in Sections 6.08(vi) or (vii)
                                            shall have occurred, or (ii) the Company notifies the Investor of a Black Out Period, the
                                            parties agree that the pending Advance shall end (the “Advance Halt”)
                                            and the final number of Common Shares to be purchased by the Investor at the Closing for
                                            such Advance shall be equal to the number of Common Shares sold by the Investor during the
                                            applicable Pricing Period prior to the notification from the Company of a Material Outside
                                            Event or Black Out Period.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Section
2.06 Failure to Timely Deliver.



|(a) | If
                                                                                                                                                              on or prior to the Required Delivery Date either (I) if the transfer agent is not participating in the DTC Fast Automated Securities
                                                                                                                                                              Transfer Program, the Company shall fail to issue and deliver a certificate to Investor and register such Common Shares on the
                                                                                                                                                              Company’s share register or, if the transfer agent is participating in the DTC Fast Automated Securities Transfer Program,
                                                                                                                                                              credit the balance account of Investor or Investor’s designee with DTC for the number of Common Shares to which Investor
                                                                                                                                                              submitted for legend removal by Investor pursuant to clause (ii) below or otherwise or (II) if the Company’s transfer agent is
                                                                                                                                                              participating in the DTC Fast Automated Securities Transfer Program, the transfer agent fails to credit the balance account of
                                                                                                                                                              Investor or Investor’s designee with DTC for such number of Common Shares submitted for legend removal by Investor and the
                                                                                                                                                              Company fails to promptly, but in no event later than two (2) Business Days (x) so notify Investor and (y) deliver the Common Shares
                                                                                                                                                              electronically without any restrictive legend
(so long as there is an effective Registration Statement covering such Common Shares) by crediting such aggregate number of Common Shares
submitted for legend removal by Investor to Investor’s or its designee’s balance account with DTC through its Deposit/Withdrawal
At Custodian system, and if on or after such Trading Day Investor purchases (in an open market transaction or otherwise) Common Shares
to deliver in satisfaction of a sale by Investor of Common Shares submitted for legend removal by Investor that Investor is entitled
to receive from the Company (a “Buy-In”), then the Company shall, within two (2) Business Days after Investor’s
request and in Investor’s discretion, either (i) pay cash to Investor in an amount equal to Investor’s total purchase price
(including brokerage commissions, borrow fees and other out- of-pocket expenses, if any, for the Common Shares so purchased) (the “Buy-In
Price”), at which point the Company’s obligation to so deliver such certificate or credit Investor’s balance account
shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to Investor a certificate or
certificates or credit the balance account of Investor or Investor’s designee with DTC representing such number of Common Shares
that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to Investor in an amount
equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Shares that the Company was required to
deliver to Investor by the Required Delivery Date multiplied by (B) the price at which Investor sold such Common Shares in arms-length
transaction(s) in anticipation of the Company’s timely compliance with its delivery obligations hereunder. Nothing shall limit
Investor’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a
decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing
Common Shares (or to electronically deliver such Common Shares) as required pursuant to the terms hereof.
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|(b) | In
                                            the event the Investor sells Common Shares after receipt of an Advance Notice and the Company
                                            fails to perform its obligations as mandated in Section 2.05, the Company agrees that in
                                            addition to and in no way limiting the rights and obligations set forth in Article V hereto
                                            and in addition to any other remedy to which the Investor is entitled at law or in equity,
                                            including, without limitation, specific performance, it will hold the Investor harmless against
                                            any loss, claim, damage, or expense (including, without limitation, all brokerage commissions,
                                            borrow fees, legal fees and expenses and all other related out-of-pocket expenses), as incurred,
                                            arising out of or in connection with such default by the Company and acknowledges that irreparable
                                            damage may occur in the event of any such default. It is accordingly agreed that the Investor
                                            shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement
                                            and to specifically enforce (subject to the Securities Act and other rules of the Principal
                                            Market), without the posting of a bond or other security, the terms and provisions of this
                                            Agreement.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | In
                                            the event the Company provides an Advance Notice and the Investor fails to perform its obligations
                                            as mandated in Section 2.05, the Investor agrees that in addition to and in no way limiting
                                            the rights and obligations set forth in Article V hereto and in addition to any other remedy
                                            to which the Company is entitled at law or in equity, including, without limitation, specific
                                            performance, it will hold the Company harmless against any loss, claim, damage, or expense
                                            (including, without limitation, legal fees and expenses and all other related out-of-pocket
                                            expenses), as incurred, arising out of or in connection with such default by the Investor
                                            and acknowledges that irreparable damage may occur in the event of any such default. It is
                                            accordingly agreed that the Company shall be entitled to an injunction or injunctions to
                                            prevent such breaches of this Agreement and to specifically enforce (subject to the Securities
                                            Act and other rules of the Principal Market), without the posting of a bond or other security,
                                            the terms and provisions of this Agreement.
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Section
2.07 Completion of Resale Pursuant to the Registration Statement.After the Investor has purchased the full Commitment Amount and
has completed the subsequent resale of the full Commitment Amount pursuant to the Registration Statement, Investor will notify the Company
that all subsequent resales are completed and the Company will be under no further obligation to maintain the effectiveness of the Registration
Statement.





8







ARTICLE
III



REPRESENTATIONS
AND WARRANTIES OF INVESTOR



Investor
hereby represents and warrants to, and agrees with, the Company that the following are true and correct as of the date hereof and as
of each Advance Notice Date and each Advance Date:



Section
3.01 Organization and Authorization.The Investor is duly organized, validly existing and in good standing under the laws of the
Cayman Islands and has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions contemplated
hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its
obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require
no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement
and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor
and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations
of the Investor, enforceable against the Investor in accordance with its terms.



Section
3.02 No Conflict.The execution, delivery and performance of the Transaction Documents by the Investor and the consummation by the
Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the
Investor, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations) applicable to the Investor except, in the case of clause (ii) or (iii) above, to the extent
such violations or conflicts would not reasonably be expected to prohibit or otherwise interfere with the ability of the Investor to
enter into and perform its obligations under this Agreement or any other Transaction Document to which the Investor is a party in any
material respect.



Section
3.03 Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable
of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Common Shares of the Company
and of protecting its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its
investment in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.



Section
3.04 No Legal, Investment or Tax Advice from the Company.The Investor acknowledges that it had the opportunity to review this Agreement
and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying
solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives
or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Shares hereunder, the
transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges that the Investor may lose
all or a part of its investment.



9









Section
3.05 Investment Purpose.The Investor is acquiring the Common Shares for its own account, for investment purposes and not with a
view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or
exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein, the Investor
does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves
the right to dispose of the Securities at any time in accordance with, or pursuant to, a registration statement filed pursuant to this
Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly
or indirectly, with any Person to sell or distribute any of the Common Shares. The Investor acknowledges that it will be disclosed as
an “underwriter” and a “selling stockholder” in each Registration Statement and in any prospectus contained therein.



Section
3.06 Accredited Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation
D.



Section
3.07 Information.The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the
business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision.
The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management
and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor
or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on
the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company
has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of
the Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement.
The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice,
as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.



Section
3.08 Not an Affiliate.The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with the Company or any “affiliate” of the Company (as that term
is defined in Rule 405 promulgated under the Securities Act).



Section
3.09 Trading Activities.The Investor’s trading activities with respect to the Common Shares shall be in compliance with all
applicable federal and state securities laws, rules and regulations and the rules and regulations of the Principal Market. Neither the
Investor nor its affiliates has any open short position in the Common Shares, nor has the Investor entered into any hedging transaction
that establishes a net short position with respect to the Common Shares, and the Investor agrees that it shall not, and that it will
cause its affiliates not to, engage in any short sales or hedging transactions with respect to the Common Shares; provided that the Company
acknowledges and agrees that upon receipt of an Advance Notice the Investor has the right to sell (a) the Common Shares to be issued
to the Investor pursuant to the Advance Notice prior to receiving such Common Shares, or (b) other Common Shares issued or sold by the
Company to Investor pursuant to this Agreement and which the Company has continuously held as a long position.







Section
3.10 General Solicitation.Neither the Investor, nor any of its affiliates, nor any person acting on its or their behalf, has engaged
or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any
offer or sale of the Common Shares by the Investor.





10









ARTICLE
IV



REPRESENTATIONS
AND WARRANTIES OF THE COMPANY



Except
as set forth in the SEC Documents, or in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall
qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the corresponding section of
the Disclosure Schedules or in another Section of the Disclosure Schedules, to the extent that it is reasonably apparent on the face
of such disclosure that such disclosure is applicable to such Section, the Company represents and warrants to the Investor that, as of
the date hereof and each Advance Notice Date (other than representations and warranties which address matters only as of a certain date,
which shall be true and correct as written as of such certain date), that:



Section
4.01 Organization and Qualification.Each of the Company and its Subsidiaries (as defined below) is an entity duly organized and
validly existing under the laws of its jurisdiction of organization or incorporation (as the case may be) and has the requisite power
and authority to own its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is
duly qualified to do business and is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business
conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would
not have a Material Adverse Effect. “Subsidiaries” means any Person (as defined below) in which the Company, directly
or indirectly, (x) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (y) controls or
operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually referred
to herein as a “Subsidiary.”



Section
4.02 Authorization, Enforcement, Compliance with Other Instruments.The Company has the requisite corporate power and authority to
enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance
with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents, and
the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the
Common Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors and no further
consent or authorization will be required by the Company, its board of directors or its shareholders (except as otherwise contemplated
by this Agreement). This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered,
will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor,
constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against
the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal
or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements
and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby,
as may be amended from time to time.





11







Section
4.03 No Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) will not
(i) result in a violation of the certificate of incorporation or other organizational documents of the Company or its Subsidiaries (with
respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated),
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of
the Company or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations
or conflicts would not reasonably be expected to have a Material Adverse Effect.





Section
4.04 SEC Documents; Financial Statements.The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC pursuant to the Exchange Act for the two years preceding the date hereof (or such shorter period as the
Company was required by law or regulation to file such material) (all of the foregoing filed within two years preceding the date hereof
or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules
thereto and documents incorporated by reference therein, and all registration statements filed by the Company under the Securities Act,
being hereinafter referred to as the “SEC Documents”). The Company has made available to the Investor through the
SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents, and none of the SEC Documents, when viewed
as a whole as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
As of their respective dates (or, with respect to any filing that has been amended or superseded, the date of such amendment or superseding
filing), the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable,
and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents. As of their respective dates (or, with
respect to any financial statements that have been amended or superseded, the date of such amended or superseding financial statements),
the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in
accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they
may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of
the Company as of the respective dates thereof and the results of its operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments).



Section
4.05 Equity Capitalization.As of the date hereof, the share capital of the Company is as reflected in the Company’s Form F-4,
as filed with the SEC on September 18, 2023, subject amendment.



Section
4.06 Intellectual Property Rights.The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted, except
as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringement by
the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names,
service marks, service mark registrations, or trade secrets. To the knowledge of the Company, there is no claim, action or proceeding
being made or brought against, or to the Company’s knowledge, being threatened against the Company or its Subsidiaries regarding
any material trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark
registrations, trade secret or other infringement; and the Company is not aware of any facts or circumstances which might give rise to
any of the foregoing.



12









Section
4.07 Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge of
the Company or any of its Subsidiaries, is any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse
Effect.



Section
4.08 Environmental Laws.The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply in
all material respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required
of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice alleging
any failure to comply with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i),
(ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
The term “Environmental Laws” means all applicable federal, state and local laws relating to pollution or protection
of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice
letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.



Section
4.09 Title.Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) have indefeasible fee simple or
leasehold title to its properties and assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or
equitable interest. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid,
subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be
made of such property and buildings by the Company and its Subsidiaries.



Section
4.10 Insurance.The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the
Company and its Subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
at a cost that would not have a Material Adverse Effect.



Section
4.11 Regulatory Permits. Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all certificates,
authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their respective
businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation
or modification of any such certificate, authorization or permits.



13









Section
4.12 Internal Accounting Controls.The Company maintains a system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and
to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific
authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences, and management is not aware of any material weaknesses that are not disclosed in the
SEC Documents as and when required.



Section
4.13 Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending against or affecting the Company, the Common Shares or any of the Company’s
Subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.



Section
4.14 Subsidiaries.As of the date hereof, the Company does not own or control, directly or indirectly, any interest in any other
corporation, partnership, association or other business entity except as disclosed in the SEC Documents.



Section
4.15 Tax Status. Except as would not have a Material Adverse Effect, each of the Company and its Subsidiaries (i) has timely made
or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which
it is subject, (ii) has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books
provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. The Company has not received written notification any unpaid taxes in any material amount claimed to be due by the taxing authority
of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim where failure to pay would
cause a Material Adverse Effect.



Section
4.16 Certain Transactions.Except as not required to be disclosed pursuant to Applicable Law (including, for the avoidance of doubt,
not yet required to be disclosed at the relevant time), none of the officers or directors of the Company is presently a party to any
transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation, partnership, trust or other
entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner.



Section
4.17 Rights of First Refusal.The Company is not obligated to offer the Common Shares offered hereunder on a right of first refusal
basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers,
agents or other third parties.



Section
4.18 Dilution.The Company is aware and acknowledges that issuance of Common Shares hereunder could cause dilution to existing shareholders
and could significantly increase the outstanding number of Common Shares.



Section
4.19 Acknowledgment Regarding Investor’s Purchase of Shares.The Company acknowledges and agrees that the Investor is acting
solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder.
The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of its
representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s
purchase of the Shares hereunder. The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement
if the Registration Statement is not effective or if any issuances of Common Shares pursuant to any Advances would violate any rules
of the Principal Market.



14









Section
4.20 Sanctions Matters. Neither the Company, nor any Subsidiary of the Company, nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary of the Company, is a Person that is, or is owned or controlled
by a Person that is on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time;



|(a) | the
                                            subject of any Sanctions; or
|--- | ----------------------------------------------------------------------------



|(b) | has
                                            a place of business in, or is operating, organized, resident or doing business in a country
                                            or territory that is, or whose government is, the subject of Sanctions Programs (including
                                            without limitation Crimea, Cuba, Iran, North Korea, Sudan and Syria).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Section
4.21 DTC Eligibility. The Company, through the transfer agent, currently participates in the DTC Fast Automated Securities Transfer
(FAST) Program and the Common Shares can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer
(FAST) Program.



ARTICLE
V

INDEMNIFICATION



The
Investor and the Company represent to the other the following with respect to itself:



Section
5.01 Indemnification by the Company.In consideration of the Investor’s execution and delivery of this Agreement, and in addition
to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless
the Investor, its investment manager, and each of their respective officers, directors, managers, members, partners, employees and agents
(including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who
controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Investor
Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities
and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is
a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements
(the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising out
of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for
the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof
or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach
of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document
contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the
Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby. To the extent that
the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company shall make the maximum contribution to
the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.



15









Section
5.02 Indemnification by the Investor.In consideration of the Company’s execution and delivery of this Agreement, and in addition
to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless
the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in
connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against
any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating
to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration
of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information
relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred
to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance
upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein;
(b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document
contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor(s)
contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor.
To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Law, the Investor shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.



Section
5.03 Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any
action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or
Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying
party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify
the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced
by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably
satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that
an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party
fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee
or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor
Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company
Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim
by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee
or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee
reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall
be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the
indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written
consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company
Indemnitee of a release from all liability in respect to such claim or litigation.





Following
indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company
Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The
indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received and payment therefor is due, subject to receipt by the indemnifying party of an undertaking
to repay any amounts that such party is ultimately not entitled to receive as indemnification pursuant to this Agreement.



16









Section
5.04 Remedies. The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may be
available to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this Article
V shall survive expiration or termination of this Agreement.



Section
5.05 Limitation of Liability. Notwithstanding the foregoing, no party shall be entitled to recover from the other party for punitive,
indirect, incidental or consequential damages.



ARTICLE
VI

COVENANTS OF THE COMPANY



Section
6.01 Registration Statement.



|(a) | Filing
                                            of a Registration Statement. Within ten (10) Business Days after the consummation of
                                            the Business Combination (the “Filing Date”) or such later date as mutually
                                            agreed to in writing prior to such Filing Date, the Company shall prepare and file with the
                                            SEC a Registration Statement for the resale by the Investor of Registrable Securities and
                                            shall file one or more additional Registration Statements for the resale by Investor of Registrable
                                            Securities if necessary. The Company acknowledges and agrees that it shall not have the ability
                                            to request any Advances until the effectiveness of a Registration Statement registering the
                                            applicable Registrable Securities for resale by the Investor.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Maintaining
                                            a Registration Statement. The Company shall use commercially reasonable efforts to maintain
                                            the effectiveness of any Registration Statement that has been declared effective at all times
                                            during the Commitment Period, provided, however, that if the Company has received notification
                                            pursuant to Section 2.04 that the Investor has completed resales pursuant to the Registration
                                            Statement for the full Commitment Amount, then the Company shall be under no further obligation
                                            to maintain the effectiveness of the Registration Statement. Notwithstanding anything to
                                            the contrary contained in this Agreement, the Company shall use commercially reasonable efforts
                                            to ensure that, when filed, each Registration Statement (including, without limitation, all
                                            amendments and supplements thereto) and the prospectus (including, without limitation, all
                                            amendments and supplements thereto) used in connection with such Registration Statement shall
                                            not contain any untrue statement of a material fact or omit to state a material fact required
                                            to be stated therein, or necessary to make the statements therein (in the case of prospectuses,
                                            in the light of the circumstances in which they were made) not misleading. During the Commitment
                                            Period, the Company shall notify the Investor promptly if (i) the Registration Statement
                                            shall cease to be effective under the Securities Act, (ii) the Common Shares shall cease
                                            to be authorized for listing on the Principal Market, (iii) the Common Shares cease to be
                                            registered under Section 12(b) or Section 12(g) of the Exchange Act or (iv) the Company fails
                                            to file in a timely manner all reports and other documents required of it as a reporting
                                            company under the Exchange Act.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





17









|(c) | Filing
                                            Procedures. Not less than one Business Day prior to the filing of a Registration Statement
                                            and not less than one Business Day prior to the filing of any related amendments and supplements
                                            to any Registration Statements (except for any amendments or supplements caused by the filing
                                            of any annual reports on Form 20-F, current reports on Form 6-K, and any similar or successor
                                            reports), the Company shall furnish to the Investor copies of all such documents proposed
                                            to be filed, which documents (other than those filed pursuant to Rule 424 promulgated under
                                            the Securities Act) will be subject to the reasonable and prompt review of the Investor (in
                                            each of which cases, if such document contains material non-public information as consented
                                            to by the Investor pursuant to Section 6.13, the information provided to Investor will be
                                            kept strictly confidential until filed and treated as subject to Section 6.08). The Investor
                                            shall furnish comments on a Registration Statement and any related amendment and supplement
                                            to a Registration Statement to the Company within 24 hours of the receipt thereof. If the
                                            Investor fails to provide comments to the Company within such 24-hour period, then the Registration
                                            Statement, related amendment or related supplement, as applicable, shall be deemed accepted
                                            by the Investor in the form originally delivered by the Company to the Investor.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | Delivery
                                            of Final Documents. The Company shall furnish to the Investor without charge, (i) at
                                            least one copy of each Registration Statement as declared effective by the SEC and any amendment(s)
                                            thereto, including financial statements and schedules, all documents incorporated therein
                                            by reference, all exhibits and each preliminary prospectus, (ii) at the request of the Investor,
                                            at least one copy of the final prospectus included in such Registration Statement and all
                                            amendments and supplements thereto (or such other number of copies as the Investor may reasonably
                                            request) and (iii) such other documents as the Investor may reasonably request from time
                                            to time in order to facilitate the disposition of the Common Shares owned by the Investor
                                            pursuant to a Registration Statement. Filing of the forgoing with the SEC via its EDGAR system
                                            shall satisfy the requirements of this section.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(e) | Amendments
                                            and Other Filings. The Company shall use commercially reasonable efforts to (i) prepare
                                            and file with the SEC such amendments (including post-effective amendments) and supplements
                                            to a Registration Statement and the related prospectus used in connection with such Registration
                                            Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities
                                            Act, as may be necessary to keep such Registration Statement effective at all times during
                                            the Commitment Period, and prepare and file with the SEC such additional Registration Statements
                                            in order to register for resale under the Securities Act all of the Registrable Securities;
                                            (ii) cause the related prospectus to be amended or supplemented by any required prospectus
                                            supplement (subject to the terms of this Agreement), and as so supplemented or amended to
                                            be filed pursuant to Rule 424 promulgated under the Securities Act; (iii) provide the Investor
                                            copies of all correspondence from and to the SEC relating to a Registration Statement (provided
                                            that the Company may excise any information contained therein which would constitute material
                                            non- public information), and (iv) comply with the provisions of the Securities Act with
                                            respect to the disposition of all Common Shares of the Company covered by such Registration
                                            Statement until such time as all of such Common Shares shall have been disposed of in accordance
                                            with the intended methods of disposition by the seller or sellers thereof as set forth in
                                            such Registration Statement. In the case of amendments and supplements to a Registration
                                            Statement which are required to be filed pursuant to this Agreement (including pursuant to
                                            this Section 6.01(e)) by reason of the Company’s filing a report on Form 20-F or Form
                                            6-K or any analogous report under the Exchange Act, the Company shall use commercially reasonable
                                            efforts to file such report in a prospectus supplement filed pursuant to Rule 424 promulgated
                                            under the Securities Act to incorporate such filing into the Registration Statement, if applicable,
                                            or shall file such amendments or supplements with the SEC either on the day on which the
                                            Exchange Act report is filed which created the requirement for the Company to amend or supplement
                                            the Registration Statement, if feasible, or otherwise promptly thereafter.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







18









|(f) | Blue-Sky.
                                            The Company shall use its commercially reasonable efforts to, if required by Applicable Law,
                                            (i) register and qualify the Common Shares covered by a Registration Statement under such
                                            other securities or “blue sky” laws of such jurisdictions in the United States
                                            as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments
                                            (including post-effective amendments) and supplements to such registrations and qualifications
                                            as may be necessary to maintain the effectiveness thereof during the Commitment Period, (iii)
                                            take such other actions as may be necessary to maintain such registrations and qualifications
                                            in effect at all times during the Commitment Period, and (iv) take all other actions reasonably
                                            necessary or advisable to qualify the Common Shares for sale in such jurisdictions; provided,
                                            however, that the Company shall not be required in connection therewith or as a condition
                                            thereto to (w) make any change to its memorandum and articles of association, (x) qualify
                                            to do business in any jurisdiction where it would not otherwise be required to qualify but
                                            for this Section 6.01(f), (y) subject itself to general taxation in any such jurisdiction,
                                            or (z) file a general consent to service of process in any such jurisdiction. The Company
                                            shall promptly notify the Investor of the receipt by the Company of any notification with
                                            respect to the suspension of the registration or qualification of any of the Common Shares
                                            for sale under the securities or “blue sky” laws of any jurisdiction in the United
                                            States or its receipt of actual notice of the initiation or threat of any proceeding for
                                            such purpose.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Section
6.02 Suspension of Registration Statement.



|(a) | Establishment
                                            of a Black Out Period. During the Commitment Period, the Company from time to time may
                                            suspend the use of the Registration Statement by written notice to the Investor in the event
                                            that the Company determines in its sole discretion in good faith that such suspension is
                                            necessary to (A) delay the disclosure of material nonpublic information concerning the Company,
                                            the disclosure of which at the time is not, in the good faith opinion of the Company, in
                                            the best interests of the Company or (B) amend or supplement the Registration Statement or
                                            prospectus so that such Registration Statement or prospectus shall not include an untrue
                                            statement of a material fact or omit to state a material fact required to be stated therein
                                            or necessary to make the statements therein, in light of the circumstances under which they
                                            were made, not misleading (a “Black Out Period”).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



19









|(b) | No
                                            Sales by Investor During the Black Out Period. During such Black Out Period, the Investor
                                            agrees not to sell any Common Shares of the Company.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | Limitations
                                            on the Black Out Period. The Company shall not impose any Black Out Period that is longer
                                            than 60 days or in a manner that is more restrictive (including, without limitation, as to
                                            duration) than the comparable restrictions that the Company may impose on transfers of the
                                            Company’s equity securities by its directors and senior executive officers. In addition,
                                            the Company shall not deliver any Advance Notice during any Black Out Period. If the public
                                            announcement of such material, nonpublic information is made during a Black Out Period, the
                                            Black Out Period shall terminate immediately after such announcement, and the Company shall
                                            immediately notify the Investor of the termination of the Black Out Period.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Section
6.03 Listing of Common Shares.As of each Advance Date, the Common Shares to be sold by the Company from time to time hereunder will
have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice
of issuance.



Section
6.04 Opinion of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have received
an opinion letter and negative assurances letter from counsel to the Company in form and substance reasonably satisfactory to the Investor.



Section
6.05 Exchange Act Registration. The Company will use commercially reasonable efforts to file in a timely manner all reports and other
documents required of it as a reporting company under the Exchange Act and will not take any action or file any document (whether or
not permitted by Exchange Act or the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange
Act.



Section
6.06 Transfer Agent Instructions. For any time while there is a Registration Statement in effect for this transaction, the Company
shall (if required by the transfer agent for the Common Shares) cause legal counsel for the Company to deliver to the transfer agent
for the Common Shares (with a copy to the Investor) instructions to issue Common Shares to the Investor free of restrictive legends upon
each Advance if the delivery of such instructions are consistent with Applicable Law, provided that the Investor’s resale of such
Common Shares may be freely made by the Investor either pursuant to an effective Registration Statement, in accordance with Rule 144,
or otherwise.



Section
6.07 Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence of
the Company during the Commitment Period.



Section
6.08 Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance.The Company will promptly notify
the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a
Registration Statement or related prospectus relating to an offering of Common Shares (in each of which cases the information
provided to Investor will be kept strictly confidential): (i) except for requests made in connection with SEC or other Federal or
state governmental authority investigations disclosed in the SEC Documents, receipt of any request for additional information by the
SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement or any
request for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other
Federal governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption
from qualification of any of the Common Shares for sale in any jurisdiction or the initiation or written threat of any proceeding
for such purpose; (iv) the happeningof any event that makes any statement made in the Registration Statement or related
prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that
requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it
will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or of the
necessity to amend the Registration Statement or supplement a related prospectus to comply with the Securities Act or any other law;
and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be
appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related
prospectus. The Company shall not deliver to the Investor any Advance Notice, and the Company shall not sell any Common Shares
pursuant any pending Advance Notice (other than as required pursuant to Section 2.05(d)), during the continuation of any of the
foregoing events in clauses (i) through (v) above, or in the event that (vi) there shall be no bid for the Common Shares on the
Principal Market for a period of 15 consecutive minutes at any time during the applicable Pricing Period or (vii) there shall be a
“trading halt” or circuit breaker” event with respect to the Common Shares on the Principal Market during the
applicable Pricing Period (each of the events described in the immediately preceding clauses (i) through (vii), inclusive, a
“Material Outside Event”).



20









Section
6.09 Consolidation. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation
of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction
contemplated in such Advance Notice has been closed in accordance with Section 2.05 hereof, and all Common Shares in connection with
such Advance have been received by the Investor.



Section
6.10 Issuance of the Company’s Common Shares.The issuance and sale of the Common Shares hereunder shall be made in accordance
with the provisions and requirements of Section 4(a)(2) of the Securities Act or Regulation D under the Securities Act and any applicable
state securities law.



Section
6.11 Market Activities. The Company will not, directly or indirectly, take any action designed to cause or result in, or that constitutes
or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company under Regulation
M of the Exchange Act.



Section
6.12 Expenses.The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated,
will pay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing
and filing of the Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement
thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all reasonable fees and disbursements
of the Company’s counsel, accountants and other advisors (and certain fees and disbursements of Investor’s counsel in accordance
with Section 13.04), (iv) the qualification of the Shares under securities laws in accordance with the provisions of this Agreement,
including filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any amendments or supplements
thereto, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares for trading on the Principal
Market, or (vii) filing fees of the SEC and the Principal Market.



Section
6.13 Current Report.The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective
officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company
or any of its Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s
sole discretion and must include an agreement to keep such information confidential until publicly disclosed or 45 days have passed);
it being understood that the mere notification of Investor required pursuant to Section 6.08(iv) hereof shall not in and of itself be
deemed to be material non-public information. Notwithstanding anything contained in this Agreement to the contrary, the Company expressly
agrees that it shall publicly disclose, no later than 45 days following the date hereof, but in any event prior to delivering the first
Advance Notice hereunder, any information communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company
in connection with the transactions contemplated herein, which, following the date hereof would, if not so disclosed, constitute material,
non-public information regarding the Company or its Subsidiaries.



21









Section
6.14 Advance Notice Limitation.The Company shall not deliver an Advance Notice if a shareholder meeting or corporate action date,
or the record date for any shareholder meeting or any corporate action, would fall during the period beginning two Trading Days prior
to the date of delivery of such Advance Notice and ending two Trading Days following the Closing of such Advance.



Section
6.15 Use of Proceeds.The Company will use the proceeds from the sale of the Common Shares hereunder for working capital and other
general corporate purposes or, if different, in a manner consistent with the application thereof described in the Registration Statement.
Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein, or lend,
contribute, facilitate or otherwise make available such proceeds to any Person (i) to fund, either directly or indirectly, any activities
or business of or with any Person that is identified on the list of Specially Designated Nationals and Blocker Persons maintained by
OFAC, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or Sanctions
Programs, or(ii) in any other manner that will result in a violation of Sanctions.



Section
6.16 Compliance with Laws. The Company shall comply in all material respects with all Applicable Laws.



Section
6.17 Aggregation. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company
shall use its commercially reasonable efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any
offers or sales of any security or solicit any offers to buy any security, under circumstances that would cause this offering of the
Securities by the Company to the Investor to be aggregated with other offerings by the Company in a manner that would require shareholder
approval pursuant to the rules of the Principal Market on which any of the securities of the Company are listed or designated, unless
shareholder approval is obtained before the closing of such subsequent transaction in accordance with the rules of such Principal Market.



Section
6.18 Other Transactions.The Company shall not enter into, announce or recommend to its shareholders any agreement, plan, arrangement
or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability of the Company
to perform its obligations under Section 13.04 of this Agreement.



Section
6.19 Integration. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company
shall use its commercially reasonable efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any
offers or sales of any security or solicit any offers to buy any security, under circumstances that would require such registration of
the offer and sale of any of the securities under the Securities Act that frustrates the conditions set forth in Article VII.



22







Section
6.20 Limitation on Variable Rate Transactions. From the date hereof until the date that the Investor has purchased $20 million in
Common Shares hereunder, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company
of Common Shares or Common Share Equivalents (or a combination of units thereof) involving a Variable Rate Transaction, other than in
connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company to preclude any such
issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without
any bond or other security being required. “Common Share Equivalents” means any securities of the Company which entitle
the holder thereof to acquire at any time Common Shares, including, without limitation, Common Shares, any debt, preferred shares, rights,
options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles
the holder thereof to receive, Common Shares. “Variable Rate Transaction” means a transaction in which the Company
(i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to
receive additional Common Shares or Common Share Equivalents either (A) at a conversion price, exercise price, exchange rate or other
price that is based upon and/or varies with the trading prices of or quotations for the Common Shares at any time after the initial issuance
of such equity or debt securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B)
with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity
or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company
or the market for the Common Share (including, without limitation, any “full ratchet” or “weighted average” anti-dilution
provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share
split, reverse share split or other similar transaction), (ii) issues or sells any equity or debt securities, including without limitation,
Common Shares or Common Share Equivalents, either (A) at a price that is subject to being reset at some future date after the initial
issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the
business of the Company or the market for the Common Shares (other than standard anti-dilution protection for any reorganization, recapitalization,
non- cash dividend, share split, reverse share split or other similar transaction), or (B) that is subject to or contains any put, call,
redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes”
put or call right) that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company,
or (iii) enters into any agreement, including, but not limited to, an “equity line” that is not an Exempt Issuance or other
continuous offering or similar offering of Common Shares or Common Share Equivalents, whereby the Company may sell Common Shares or Common
Share Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) Common Shares, options, restricted
stock units or other equity incentive awards to employees, officers, consultants, directors or vendors of the Company pursuant to any
equity incentive plan duly adopted for such purpose, by the Board of Directors of the Company or a majority of the members of a committee
of directors established for such purpose, (b) any Shares issued to the Investor pursuant to this Agreement, (c) Common Shares, Common
Share Equivalents or other securities issued to the Investor pursuant to any other existing or future contract, agreement or arrangement
between the Company and the Investor, (d) Common Shares, Common Share Equivalents or other securities upon the exercise, exchange or
conversion of any Common Shares, Common Share Equivalents or other securities held by the Investor at any time, (e) any securities issued
upon the exercise or exchange of or conversion of any Common Share Equivalents issued and outstanding on the date hereof, provided that
such securities or Common Share Equivalents referred to in this clause (e) have not been amended since the date hereof to increase the
number of such securities or Common Shares underlying such securities or to decrease the exercise price, exchange price or conversion
price of such securities, (f) Common Share Equivalents that are convertible into, exchangeable or exercisable for, or include the right
to receive Common Share at a conversion price, exercise price, exchange rate or other price (which may be below the then current market
price of the Common Shares) that is fixed at the time of initial issuance of such Common Share Equivalents (subject only to standard
anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar
transaction), which fixed conversion price, exercise price, exchange rate or other price shall not at any time after the initial issuance
of such Common Share Equivalent be based upon or varying with the trading prices of or quotations for the Common Shares or subject to
being reset at some future date, (g) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations
or strategic transactions approved by the Board of Directors of the Company or a majority of the members of a committee of directors
established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can
have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a
Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of
the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing
in securities, and (h) Common Shares issued pursuant to an “at-the-market offering” by the Company exclusively through a
registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer
(an “ATM Agreement”), provided that the Company issues to the Investor that number of Common Shares having an aggregate
dollar value equal to $300,000 based on a per Common Share price equal to the simple average of the daily VWAP of the Common Shares during
the ten (10) Trading Days immediately following the date upon which the Company executes any such ATM Agreement and (i) additional equity
lines of credit with other investors.



23









Section
6.21 DTC. The Company shall take all action necessary to ensure that its Common Shares can be transferred electronically as DWAC
Shares. “DWAC Shares” means Common Shares that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified Deposit/Withdrawal
at Custodian (“DWAC”) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program
hereafter adopted by DTC performing substantially the same function, in accordance with the terms of this Agreement.



Section
6.22 Non-Public Information. Each party hereto agrees not to disclose any Confidential Information of the other party to any third
party and shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions
contemplated hereby in full compliance with applicable securities laws; provided, however that a party may disclose Confidential Information
that is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written
notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it
shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. The Company confirms
that neither it nor any other Person acting on its behalf shall provide the Investor or its agents or counsel with any information that
constitutes material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner
contemplated by Regulation FD under the Exchange Act. In the event of a breach of the foregoing covenant by the Company or any Person
acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided
herein or in the other Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release,
public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided the Investor
shall have first provided notice to the Company that it believes it has received information that constitutes material, non-public information,
the Company shall have at least twenty-four (24) hours to publicly disclose such material, non-public information prior to any such disclosure
by the Investor, and the Company shall have failed to publicly disclose such material, non-public information within such time period.
The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees,
shareholders or agents, for any such disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing
covenants in effecting transactions in securities of the Company.



24









Section
6.23 Use of Name.The Company shall not, directly or indirectly, use the names “Arena Business Results”, “Arena
Management Company, LLC”, “Arena Finance Company, LLC”, or “Arena”, or any derivations thereof, or logos
associated with these names, as the case may be, in any manner or take any action that may imply any relationship with the Investor or
any of its Affiliates without the prior written consent of the Investor, provided, however, the Investor hereby consents to all lawful
uses of these names in the prospectus, statement and other materials that are required by applicable laws or pursuant to the disclosure
requirements of the SEC or any state securities authority.



ARTICLE
VII



CONDITIONS
FOR DELIVERY OF ADVANCE NOTICE



Section
7.01 Conditions Precedent to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an Advance
Notice and the obligations of the Investor hereunder with respect to an Advance is subject to the satisfaction by the Company, on each
Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:



|(a) | Accuracy
                                            of the Company’s Representations and Warranties. The representations and warranties
                                            of the Company in this Agreement shall be true and correct in all material respects.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Registration
                                            of the Common Shares with the SEC. There is an effective Registration Statement pursuant
                                            to which the Investor is permitted to utilize the prospectus thereunder to resell all of
                                            the Commitment Fee Shares and Common Shares issuable pursuant to such Advance Notice. The
                                            Company shall have filed with the SEC all reports, notices and other documents required under
                                            the Exchange Act and applicable SEC regulations during the twelve-month period immediately
                                            preceding the applicable Condition Satisfaction Date.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | Authority.
                                            The Company shall have obtained all permits and qualifications required by any applicable
                                            state for the offer and sale of all the Common Shares issuable pursuant to such Advance Notice,
                                            or shall have the availability of exemptions therefrom. The sale and issuance of such Common
                                            Shares shall be legally permitted by all laws and regulations to which the Company is subject.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | No
                                            Material Outside Event. No Material Outside Event shall have occurred and be continuing.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



|(e) | Performance
                                            by the Company. The Company shall have performed, satisfied and complied in all material
                                            respects with all covenants, agreements and conditions required by this Agreement to be performed,
                                            satisfied or complied with by the Company at or prior the applicable Condition Satisfaction
                                            Date (for the avoidance of doubt, if the Company shall have performed, satisfied and complied
                                            in all material respects with all covenants, agreements and conditions required by this Agreement
                                            at the time of the applicable Condition Satisfaction Date, but did not comply with any timing
                                            requirement set forth herein, then this condition shall be deemed satisfied unless the Investor
is materially prejudiced by the failure of the Company to comply with any such timing requirement).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





25









|(f) | No
                                            Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction
                                            shall have been enacted, entered, promulgated or endorsed by any court or governmental authority
                                            of competent jurisdiction that prohibits or directly, materially and adversely affects any
                                            of the transactions contemplated by this Agreement.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(g) | No
                                            Suspension of Trading in or Delisting of Common Shares. The Common Shares are quoted
                                            for trading on the Principal Market and all of the Common Shares issuable pursuant to such
                                            Advance Notice will be listed or quoted for trading on the Principal Market. The issuance
                                            of Common Shares with respect to the applicable Advance Notice will not violate the shareholder
                                            approval requirements of the Principal Market. The Company shall not have received any written
                                            notice that is then still pending threatening the continued quotation of the Common Shares
                                            on the Principal Market.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(h) | Authorized.
                                                                                                                                                           There shall be a sufficient number of authorized but unissued and otherwise unreserved Common Shares for the issuance of all of the
                                                                                                                                                           Common Shares issuable pursuant to such Advance Notice.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(i) | Executed
                                            Advance Notice. The representations contained in the applicable Advance Notice shall
                                            be true and correct in all material respects as of the applicable Condition Satisfaction
                                            Date.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(j) | Consecutive
                                            Advance Notices. Except with respect to the first Advance Notice, the Pricing Period
                                            for all prior Advances has been completed.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Furthermore,
the Company shall not have the right to deliver an Advance Notice to the Investor (A) prior to the fifth (5) Business Day following the
effectiveness of the Registration Statement or (B) if any of the following shall occur:



| | (i) | The
                                            Company has not issued to Investor all of the Commitment Fee Shares without restrictive legends.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | the
                                            Company breaches any representation or warranty in any material respect, or breaches any
                                            covenant or other term or condition under any Transaction Document in any material respect,
                                            and except in the case of a breach of a covenant which is reasonably curable, only if such
                                            breach continues for a period of at least three (3) consecutive Business Days;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | if
                                            any Person commences a proceeding against the Company pursuant to or within the meaning of
                                            any Bankruptcy Law for so long as such proceeding is not dismissed;
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | if
                                            the Company is at any time insolvent, or, pursuant to or within the meaning of any Bankruptcy
                                            Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against
                                            it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for
                                            all or substantially all of its property, or (iv)
makes a general assignment for the benefit of its creditors or (v) the Company is generally unable to pay its debts as the same become
due;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







26









| | (v) | a
                                            court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i)
                                            is for relief against the Company in an involuntary case, (ii) appoints a Custodian of the
                                            Company or for all or substantially all of its property, or (iii) orders the liquidation
                                            of the Company or any Subsidiary for so long as such order, decree or similar action remains
                                            in effect; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vi) | if
                                            at any time the Company is not eligible to transfer its Common Shares electronically through
                                            DTC’s Deposit/Withdrawal At Custodian system.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ARTICLE
VIII



NON-DISCLOSURE
OF NON-PUBLIC INFORMATION



The
Company covenants and agrees that, other than as expressly required by Section 6.08 and Section6.22 hereof or, with the
Investor’s consent pursuant to Section 6.01(c) and 6.13, it shall refrain from disclosing, and shall cause its officers,
directors, employees and agents to refrain from disclosing, any material non-public information (as determined under the Securities
Act, the Exchange Act, or the rules and regulations of the SEC) to the Investor without also disseminating such information to the
public, unless prior to disclosure of such information the Company identifies such information as being material non-public
information and provides the Investor with the opportunity to accept or refuse to accept such material non-public information for
review. Unless specifically agreed to in writing, in no event shall the Investor have a duty of confidentiality, or be deemed to
have agreed to maintain information in confidence, with respect to the delivery of any Advance Notices.



ARTICLE
IX



NON
EXCLUSIVE AGREEMENT



Notwithstanding
anything contained herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at
any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities
and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted
into or replaced by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures,
and/or grant any rights (including registration rights) with respect to its existing and/or future share capital.



ARTICLE
X



CHOICE
OF LAW/JURISDICTION



This
Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles
of conflict of laws. The parties further agree that any action between them shall be heard in New York County, New York, and expressly
consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United States District
Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant
to this Agreement.



ARTICLE
XI

ASSIGNMENT; TERMINATION



Section
11.01 Assignment. Neither this Agreement nor any rights or obligations of the parties hereto may be assigned to any other Person.



27







Section
11.02 Termination.



|(a) | Unless
                                            earlier terminated as provided hereunder, this Agreement shall terminate automatically on
                                            the earliest of (i) the first day of the month next following the 36-month anniversary of
                                            the date hereof or (ii) the date on which the Investor shall have made payment of Advances
                                            pursuant to this Agreement for Common Shares equal to the Commitment Amount.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | The
                                            Company may terminate this Agreement effective upon five Trading Days’ prior written
                                            notice to the Investor; provided that (i) there are no outstanding Advance Notices, the Common
                                            Shares under which have yet to be issued, and (ii) the Company has paid all amounts owed
                                            to the Investor pursuant to this Agreement. This Agreement may be terminated at any time
                                            by the mutual written consent of the parties, effective as of the date of such mutual written
                                            consent unless otherwise provided in such written consent. (c) Nothing in this Section 11.02
                                            shall be deemed to release the Company or the Investor from any liability for any breach
                                            under this Agreement, or to impair the rights of the Company and the Investor to compel specific
                                            performance by the other party of its obligations under this Agreement. The indemnification
                                            provisions contained in Article V shall survive termination hereunder.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ARTICLE
XII

NOTICES



Other
than with respect to Advance Notices, which must be in writing and will be deemed delivered on the day set forth in Section 2.02 in accordance
with Exhibit C, any notices, consents, waivers, or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile or e-mail if sent on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day;
(iii) 5 days after being sent by U.S. certified mail, return receipt requested, (iv) 1 day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for
such communications (except for Advance Notices which shall be delivered in accordance with Exhibit A hereof) shall be:





|If
    to the Company, to:                            |  | AUSTRALIAN
                                            OILSEEDS HOLDINGS LIMITED
|----------------------------------------------------- |  | --------------------------------------------------------------------------------
|                                                      |  | Australian
    Oilseeds Holdings Limited                                        
|                                                      |  | 126
    – 142 Cowcumbla Street, Cootamundra                                     
|                                                      |  | Site
    2: 52 Fuller Drive Cootamundra                                         
|                                                      |  | PO
    Box 263 Cootamundra, Australia 2590                                      
|                                                      |  | Attention: Gary Seaton, CEO                                                     
|                                                      |  | Telephone: 02 6942 4347                                                         
|                                                      |  | Email:
    gary@energreennutrition.com.au                                       
|                                                      |  |                                                                                 
|With
    a Copy (which shall not constitute notice or |  | Rimon
    PC                                                                    
|delivery
    of process) to:                          |  | 1990
    K Street, NW, Suite 420                                                
|                                                      |  | Washington,
    DC 20006                                                        
|                                                      |  | Attn:
    Debbie A. Klis, Esq.                                                  
|                                                      |  | Telephone:
    (202) 935-3390                                                   
|                                                      |  | Email:
    debbie.klis@rimonlaw.com                                             





|If
    to the Investor(s):                            |  | ARENA
                                            BUSINESS SOLUTIONS GLOBAL
|----------------------------------------------------- |  | ---------------------------------------------------------------------------
|                                                      |  | SPC
    II, LTD on behalf of and for the account of                        
|                                                      |  | SEGREGATED PORTFOLIO #6 – SPC #6                                           
|                                                      |  | 405
    Lexington Ave, 59th Floor                                          
|                                                      |  | New York, NY 10174                                                         
|                                                      |  | Attention: Yoav Stramer                                                    
|                                                      |  | Telephone: (212) 752-2568                                                  
|                                                      |  | Email: ystramer@arenaco.com                                                
|                                                      |  |                                                                            
|                                                      |  |                                                                            
|With
    a Copy (which shall not constitute notice or |  | Pryor
    Cashman LLP                                                      
|delivery
    of process) to:                          |  | 7
    Times Square                                                         
|                                                      |  | New
    York, New York 10036                                               
|                                                      |  | Attention:
    Matthew Ogurick, Esq.                                       
|                                                      |  | Telephone:
    (212) 326-0243                                              
|                                                      |  | Email:
    mogurick@pryorcashman.com                                       



Either
may change its information contained in this Article XII by delivering notice to the other party as set forth herein.



28









ARTICLE
XIII

MISCELLANEOUS



Section
13.01 Counterparts.This Agreement may be executed in identical counterparts, both which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically
scanned and delivered signatures, including by e-mail attachment, shall be deemed originals for all purposes of this Agreement.



Section
13.02 Entire Agreement; Amendments.This Agreement supersedes all other prior oral or written agreements between the Investor, the
Company, their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement
contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein,
neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement. The provisions
of the existing confidentiality agreement between the Investor and the Company shall remain in force, except that all provisions therein
dealing with the treatment of material non-public information are superseded by this Agreement.



Section
13.03 Reporting Entity for the Common Shares.The reporting entity relied upon for the determination of the trading price or trading
volume of the Common Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto.
The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.



Section
13.04 Due Diligence Fee; Commitment Fee Shares.



|(a) | Each
                                            of the parties shall pay its own fees and expenses (including the fees of any attorneys,
                                            accountants, appraisers or others engaged by such party) in connection with this Agreement
                                            and the transactions contemplated hereby, except that the Company will reimburse Investor’s
                                            due diligence and legal fees related to the transactions contemplated hereby.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | In
                                            consideration for the Investor’s execution and delivery of this Agreement, the Company
                                            shall issue to the Investor, as a commitment fee, that number of Common Shares having an
                                            aggregate dollar value equal to $1,250,000 (“Commitment Fee Shares”).
                                            Within one (1) Business Day of the effectiveness of the Registration Statement, the Company
                                            shall deliver irrevocable instructions to its transfer agent to electronically transfer to
                                            the Investor or its designee(s) that number of Common Shares having an aggregate dollar value
                                            equal to $1,250,000 based on the per Common Share price, which price shall be equal to the
                                            simple average of the daily VWAP of the Common Shares during the ten (10) Trading Days immediately
                                            preceding the effectiveness of the Registration Statement (the “Reference Price”).
                                            The Reference Price calculation will capture up to the date before the Investor’s shares
                                            go effective.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | The
                                            Commitment Fee Shares shall be subject to a true-up after issuance pursuant to subsection (b)
above whereby the Company shall

deliver irrevocable instructions to its transfer
agent to electronically transfer to the Investor or its designee(s) that number of Common Shares having an aggregate dollar value equal
to $1,250,000 based on the lower of (A) the per Common Share price, which price shall be equal to the simple average of the daily VWAP
of the Common Shares during the ten (10) Trading Days immediately preceding the effectiveness of the Registration Statement (the “Commitment
Fee Share Price”) and (B) the lower of (i) the simple average of the three (3) lowest daily intraday trade prices over the
twenty (20) Trading Days after (and not including) the date of effectiveness of the Registration Statement and (ii) the closing price
on the twentieth (20th) Trading Day after the effectiveness of Registration Statement. The Company shall therefore promptly
(but in no event later than one (1) Trading Day) issue to the Company the Commitment Fee Shares based on the Commitment Fee Share Price
upon effectiveness of the Registration Statement, and shall, if applicable, issue additional Commitment Fee Shares to the Investor promptly
(but in no event later than one (1) Trading Day after the end of the pricing period described in the preceding clause (i)) to the extent
such additional Commitment Fee Shares are issuable pursuant to the terms of this Section 13.04.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Section
13.05 Brokerage.Each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder
or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the
other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage
commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in connection
with this Agreement or the transactions contemplated hereby.





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]



29









IN
WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be executed by the undersigned, thereunto duly authorized,
as of the date first set forth above.





| | COMPANY:                            
| | ------------------------------------
| |                                     
| | AUSTRALIAN OILSEEDS HOLDINGS LIMITED
| |                                     
| | By:                                 
| | Name:                               
| | Title:                              



| | INVESTOR:
                                                                                                                



ARENA BUSINESS SOLUTIONS



GLOBAL SPC II, LTD on behalf of and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | for the account of
    SEGREGATED PORTFOLIO #6 – SPC #6                                                                                                                                      
| |                                                                                                                                                                                              
| | By:                                                                                                                                                                                          
| | Name:                                                                                                                                                                                        
| | Title:                                                                                                                                                                                       











EXHIBIT
A

ADVANCE NOTICE



Australian
Oilseeds Holdings Limited





Dated:
________Advance Notice Number: __________



The
undersigned, ______________, hereby certifies, with respect to the sale of Common Shares of Australian Oilseeds Holdings Limited (the “Company”)
issuable in connection with this Advance Notice, delivered pursuant to that certain Purchase Agreement, dated as of , 2023 (the “Agreement”),
as follows:





|1 | The
undersigned is the duly elected ___________of the Company.                                                                                                                                                                                                                                                
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                               
|2 | There
                                                         are no fundamental changes to the information set forth in the Registration Statement whichwould require the Company to file
                                                         a post-effective amendment to the Registration Statement.
|  |                                                                                                                                                                                                                                                                                                               
|3 | All
    conditions to the delivery of this Advance Notice are satisfied as of the date hereof.                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                               
|4 | The
number of Common Shares that the Company is requesting in this Advance is________________.                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                               
|5 | The
number of Common Shares of the Company issued and outstanding as of the date hereof is ________________.                                                                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                                                               
|6 | The
    Pricing Period shall be one (1) Trading Day.                                                                                                                                                                                                                                                          





The
undersigned has executed this Advance Notice as of the date first set forth above.





|Australian Oilseeds Holdings Limited | 
|------------------------------------ | 
|                                     | 
|By:                                  | 
|Name:                                | 
|Title:                               | 



A-1







EXHIBIT
B



FORM
OF SETTLEMENT DOCUMENT



VIA
EMAIL



Australian
Oilseeds Holdings Limited



Attn:



Email:



Subject:





|   | Below
    please find the settlement information with respect to the Advance Notice Date of:
|-- | --------------------------------------------------------------------------------------------
|   |                                                                                             
|1. | Amount
    of Advance requested in the Advance Notice                                       
|   |                                                                                             
|2. | Adjusted
    Advance (after taking into account any adjustments pursuant to Section 2.01):  
|   |                                                                                             
|3. | Market
    Price                                                                            
|   |                                                                                             
|4. | Purchase
    Price (Market Price x 97.0%) per share                                         
|   |                                                                                             
|5. | Number
    of Common Shares due to Investor                                                 





Please
issue the number of Common Shares due to the Investor to the account of the Investor as follows:



INVESTOR’S
DTC PARTICIPANT #:



ACCOUNT
NAME:

ACCOUNT NUMBER:

ADDRESS:



CITY:

COUNTRY:



CONTACT
PERSON:

NUMBER AND/OR EMAIL:





| | Sincerely,                                                                                                                                                            
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                       
| | ARENA
                                            BUSINESS SOLUTIONS
    
    GLOBAL
    SPC II, LTD behalf of and for the account of SEGREGATED PORTFOLIO #6 – SPC #6
| |                                                                                                                                                                       
| | By:                                                                                                                                                                   
| | Name:                                                                                                                                                                 
| | Title:                                                                                                                                                                





B-1











|Agreed and Approved:                 |                        
|------------------------------------ | -----------------------
|                                     |                        
|Australian Oilseeds Holdings Limited |                        
|                                     |                        
|By:                                  |                        
|Name:                                | Gary Seaton            
|Title:                               | Chief Executive Officer





B-2











SCHEDULE
1



Authorized
Representatives



The
following individuals may execute Advance Notices:



|1. | Gary
                                            Seaton, Chief Executive Officer
|-- | --------------------------------------------------------------------------------



|2. | Bob
                                            Wu, Chief Financial Officer
|-- | ---------------------------------------------------------------------------



Schedule
1











EXHIBIT
C



VIA
EMAIL



Email:
ELOC@arenaco.com



Subject:
ELOC: Australian Oilseeds Holdings Limited Advance Notice







|1  | Advance
    Notice Date      
|-- | -----------------------------
|2. | Amount
    of Advance Shares:
|3. | Time
    of Advance: