Pure Foods Tasmania : Pro forma letter and deed to convertible noteholders

For personal use only

BackgroundCurrent Holders

Each person listed in Schedule 1.

1. The Current Holders hold all of the Convertible Notes issued by the Company pursuant to the Convertible Note Deed Poll.

AgreedB The partiestermswish to amend the terms of the Convertible Notes, on the terms set out in this de .

1. Definitions and Interpretation

Definitions

1.1 A word defined in the Convertible Note Deed Poll has the same meaning in this deed, unless the context otherwise requires. In addition, the following definition applies:

1. Convertible Note Deed Poll means the Convertible Note Deed Poll executed by the Company on 7 October 2021.

Interpretation

1.2 The principles of interpretation set out in clause 1.2, 1.3, 1.4, 1.5, 1.6, 1.7 and 1.8 of the Convertible Note Deed Poll shall apply to the interpretation of this deed as if they were replicated in full and any reference to 'Note Conditions' was amended to be a reference to 'this deed".

2 Effective date

2.1 This deed is effective from the date the last party to this deed signs and delivers it (Effective Date).

For personal use only

3 Amendments to the Convertible Note Deed Poll

3.1 With effect from the Effective Date, the Note Conditions are varied as follows:

1. Note Condition 1.1 is amended by inserting the following new defined term:
   "Transfer Form means a form which is substantially in the form set out in Schedule 3."
2. Note Condition 4.1(f) is amended so that it reads as follows:
   "cannot be sold, assigned or transferred, except as permitted by these Note Conditions.";
3. A new Note Condition 16 is added which reads as follows: "Transfer of Convertible Notes
4. 1. A Holder may not transfer of dispose of all or any of the Convertible Notes that it holds, unless, in relation to such transfer or disposal:
   2. 1. it complies with these Note Conditions;
      2. it executes a Transfer Form;
      3. the transfer is a of a minimum of 25,000 Convertible Notes;
      4. if not all the Convertible Notes held by the Holder are being transferred by the Holder, the Holder retains a minimum of 25,000 Convertible Notes;
      5. the transfer is to a person who is a sophisticated investor (under section 708(8) of the Corporations Act), or a professional investor (under section 708(11) of the Corporations Act); and
      6. a Conversion Date has not occurred in relation to the Convertible Notes proposed to be transferred;
   3. A Holder must obtain the prior consent of the Company to the proposed transfer (which consent must not be unreasonably withheld or delayed or made subject to unreasonable conditions).
   4. The Transfer Form must be:
   5. 1. given to the Company in accordance with Note Condition 14, together with proof of payment of any required duty, taxes or other governmental charges payable on the transfer;
      2. accompanied by the Convertible Note Certificate in respect of the Convertible Notes and/or such evidence as the Company may require to prove the title and identity of the transferor and the transferee and the right of entitlement of the transferee to receive transfer of the relevant Convertible Notes; and
      3. be duly executed in accordance with applicable laws.
   6. The Company must promptly upon providing its consent under Note Condition 16.2 and being satisfied with the Transfer Form, the information