Exhibit 4.2

Convertible Securities Agreement

Anteris Technologies Ltd 

Obsidian Global GP, LLC  

Agreement for the issue of convertible securities with an aggregate

purchase price of up to A$25,000,000

Table of Contents

Convertible Securities Agreement

DETAILS SCHEDULE

Background

The Investor has agreed to invest in the Company, and the Company has agreed to issue convertible securities to the Investor, in accordance with this Agreement.

It is agreed as follows.

The following definitions apply.

Actual Trading Day means a Trading Day on which trading actually takes place in the Shares on the ASX.

Affiliate means, with respect to any person, any other person who, directly or indirectly, Controls, is under common Control with, or is Controlled by, the person.

Agreement means this agreement.

Amount Outstanding means, at any time, the aggregate total of the Face Values of the outstanding Convertible Securities and all other amounts payable by the Company to the Investor in relation to the outstanding Convertible Securities.

Appendix 2A has the meaning given to that term in the ASX Listing Rules.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited and the market operated by it, the Australian Securities Exchange, as applicable.

ASX Settlement Operating Rules means the settlement rules of ASX Settlement Pty Ltd.

ATGC has the meaning given to that term in clause ‎17.14.

A$ means Australian dollars.

Business Day has the meaning given to that term in the Listing Rules.

Cboe means the Cboe Australia market operated by CBOE Australia Pty Ltd ACN 129 584 667.

CHESS has the meaning given to that term in the ASX Settlement Operating Rules.

Commitment Limit means the amount specified as such in the Details Schedule.

Company means the person set out in the Details Schedule.

Contemplated Transactions means the transactions contemplated in this Agreement, including each Purchase, each Conversion and each issuance of Securities.

Control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

Conversion means a conversion of some or all of the Amount Outstanding into Conversion Shares under clause ‎5.1.

Conversion Amount has the meaning given to that term in clause ‎5.1.

Conversion Notice has the meaning given to that term in clause ‎5.1.

Conversion Notice Date has the meaning given to that term in clause ‎5.1.

Conversion Price means the Fixed Conversion Price, or the Variable Conversion Price, or (only where permitted under clause ‎13.5), the conversion price under clause ‎13.5(a)(iv), as relevant in respect of a Conversion.

Conversion Share Value, in relation to a Conversion, means the number of Conversion Shares multiplied by the daily VWAP for the Actual Trading Day immediately prior to the Conversion Notice Date.

Conversion Shares means Shares issued or required to be issued in respect of a Conversion.

Convertible Securities means the convertible notes issued by the Company in accordance with clause ‎2.2, and Convertible Security means any one of them.

Convertible Securities Cleansing Statement means a written notice by the Company to ASX under section 708A(12C) of the Corporations Act (as varied by ASIC Instrument 2016/82) meeting the requirements of section 708A(12D) of the Corporations Act (as varied by ASIC Instrument 2016/82), in a form, and containing the information, that is sufficient so that Conversion Shares issued on Conversion of the Convertible Securities to which the notice relates will be Tradeable, without any further action being required by the Company or the Investor.

Corporations Act means the Corporations Act 2001 (Cth).

Details Schedule means the schedule of commercial details of this Agreement set out at the front of this Agreement.

Early Redemption Notice has the meaning given to that term in clause ‎5.5.

Event of Default means an event of default as set out in clause ‎13.1.

Exchange Act means the United States Securities Exchange Act of 1934, as amended, together with the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time, and any successor statute, rules and regulations.

Exchange Rate means, in respect of the conversion of one currency into another currency on a particular day, the spot rate of exchange displayed for that day on the Reserve Bank of Australia website or as reported by IRESS (as determined by the Investor, acting reasonably).

Excluded Tax means a Tax imposed by any jurisdiction on the Investor, or assessed against the Investor, as a consequence of the Investor being a resident of or organised or doing business in that jurisdiction, but not any Tax:

Execution Date means the date of mutual execution of this Agreement.

Face Value means, in relation to a Convertible Security, the amount set out in the Details Schedule.

First Purchase means the first Purchase of Convertible Securities proposed to take place under this Agreement, on the commercial terms set out in the Details Schedule.

Fixed Conversion Price has the meaning given to that term in the Details Schedule.

Funding Conditions means the conditions specified in the Details Schedule.

Governmental Authorisation means any authorisation, consent, license, permit or registration issued or granted by any Governmental Authority.

Governmental Authority means any Australian or other national, federal, state, territorial or local governmental, legislative, regulatory or administrative authority, agency or commission, any court, tribunal or judicial or arbitral body, or the ASX.

Group Company means each of the Company and its Subsidiaries (excluding v2vmedtech inc.) and Group means all of them.

GST means the goods and services tax levied under the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).

Indemnified Person has the meaning given to that term in clause ‎16.3.

International Business Day means, for places outside Australia, a day, other than a Saturday or Sunday, on which banks in the relevant place are open for the general transaction of business.

Investor means the person set out in the Details Schedule.

Investor's CHESS Account means the Investor's or its nominee’s or designee’s brokerage or prime brokerage account the details of which may from time to time be notified by the Investor to the Company.

Investor’s Shares means the Conversion Shares, any Shares required to be issued on exercise of the Options, and any Shares issued to the Investor in payment of any amounts owing under this Agreement.

IPO means an initial public offering of the securities of ATGC in connection with a listing on Nasdaq.

IPO Price has the meaning given to that term in clause ‎17.14.

IRESS means the data reporting service provided by Iress Limited ACN 060 313 359, or entities related to or affiliated with Iress Limited ACN 060 313 359, or such other reputable data reporting service as determined by the Investor.

Law means a Listing Rule or regulation of ASX, a law, a regulation, a judicial, governmental or administrative order or determination in any jurisdiction, and a Governmental Authority regulation, order, interpretation, guideline, policy or directive.

Legal Costs Contribution has the meaning given to that term in the Details Schedule.

Listing Rules means the listing rules of the ASX, as amended from time to time.

Losses means all losses, claims, damages, liabilities, awards, fines, penalties, demands and expenses, whether actual or contingent and whether existing or threatened (including all judgments, amounts paid in settlements, legal fees, costs and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim, proceeding, suit or investigation, existing or threatened, and the costs of enforcement).

Material Adverse Effect means a material adverse effect on:

but does not include an event, occurrence or matter:

Materials means any materials delivered, or written statements made, by the Company or any of its agents, officers, directors, employees or representatives in connection with any Transaction Document at any time (including, for clarity, the representations and warranties set out in Schedule 1), and any announcements made by the Company to the ASX at any time.

Maturity Date has the meaning given to that term in the Details Schedule.

Maximum Share Number has the meaning given to that term in the Details Schedule.

Options has the meaning given to that term in the Details Schedule.

Option Scheme means the proposed scheme of arrangement between the Company and its optionholders where all existing options will be cancelled in exchange for the issue of replacement options by ATGC.

Options Exercise Price has the meaning given to that term in the Details Schedule.

Options Expiration Date has the meaning given to that term in the Details Schedule.

Parity Value, in respect of an unpaid payment means the amount in US$, determined using the Exchange Rate, which is determined in accordance with the formula:

PV = P/CP x MV

Where:

PV = the Parity Value;

P = the amount of the payment required to be made under this Agreement (which has not been paid);

CP = the Conversion Price (in case of a failed Conversion) that applied to the Conversion, or (in the case of an unpaid payment) 95% of the lowest daily VWAP during the period starting on the date upon which payment was required to be made and ending on the date upon which payment of the Parity Value is made; and

MV = the highest average VWAP of any period of 3 consecutive Trading Days during the period commencing on the date on which the Event of Default occurred or payment was required to be made and ending on the day immediately prior to the date upon which payment of the Parity Value is made.

Party means a party to this Agreement.

Permitted Security Interest means:

Potential Event of Default means an event or circumstance which, with notice or passage or lapse of time or both, would constitute an Event of Default.

Purchase has the meaning given to that term in clause ‎2.2.

Purchase Date has the meaning given to that term in the Details Schedule.

Purchase Fee has the meaning given to that term in the Details Schedule.

Purchase Price means the amount set out in the Details Schedule, subject to all adjustments under this Agreement.

Purchase Statement means, a statement agreed between the Company and the Investor in respect of the Convertible Securities to be issued at a Purchase, substantially in the form of Annexure C, which specifies the gross proceeds, deductions, net proceeds to be received by the Company, and the Company’s wire transfer details.

Raise Redemption Amount has the meaning given to that term in clause ‎‎5.3(a).

Raise Redemption Convertible Securities has the meaning given to that term in clause ‎‎5.3(a).

Raise Redemption Notice has the meaning given to that term in clause ‎‎5.3(a).

Redemption Amount has the meaning given to that term in the Details Schedule.

Scheme has the meaning given to that term in clause ‎17.14.

Scheme Notice has the meaning given to that term in clause ‎17.14.

Second Purchase means the second Purchase of Convertible Securities proposed to take place under this Agreement, subsequent to the First Purchase, on the commercial terms set out in the Details Schedule.

Securities means each of the Convertible Securities, the Investor’s Shares, the Options, and all of them together.

Securities Act means the United States Securities Act of 1933, as amended, together with the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time, and any successor statute, rules and regulations.

Securities Cleansing Statement means a written notice by the Company to ASX under section 708A(5) of the Corporations Act meeting the requirements of section 708A(6) of the Corporations Act, in a form, and containing the information, that is sufficient so that the securities to which the notice relates will be Tradeable, without any further action being required by the Company or the Investor.

Security Documents means a general security agreement over all of the assets of the Company, on terms acceptable to the Investor.

Security Interest means a charge, mortgage, security interest, encumbrance, pledge, right of first refusal, pre-emptive right, title retention, trust arrangement, contractual right, right of call or set off or any other security arrangement.

Security Structure Event means any consolidation (including Share consolidation), subdivision or pro-rata cancellation of the Company’s issued capital, or any payment of a dividend in ordinary shares of the Company or distribution of ordinary shares of the Company to holders of its outstanding ordinary shares; which for the avoidance of doubt, does not include a rights offering or a bonus issue.

Share means an ordinary fully paid share in the capital of the Company and includes Investor’s Shares.

Shareholder Approval, in respect of a proposed issue of Securities, means the approval of the Company’s shareholders to the issue of the relevant Convertible Securities, Shares or Options proposed to be issued, for the purpose of Listing Rule 7.1, and all other relevant purposes.

Second Purchase means a Purchase of Convertible Securities proposed to take place under this Agreement, subsequent to the First Purchase, on the commercial terms set out in the Details Schedule.

Subsidiary has the meaning given to that term in the Corporations Act.

Tax means any tax, including any GST, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding, and any income, stamp or transaction duty, tax or charge, which is assessed, levied, imposed or collected by any Governmental Authority and includes any interest, fine, penalty, charge, fee or other amount imposed on or in respect of any of such items.

Tradeable, in respect of Shares, means Shares that are able to be traded by way of secondary trading on the ASX, without the recipient being required to provide disclosure in accordance with Division 2 of Part 6D.2 of the Corporations Act or otherwise being in breach of section 707 of the Corporations Act.

Trading Day has the meaning given to that term in the Listing Rules.

Transaction Documents means this Agreement, the Security Documents, all amendments to any of them, and all Cleansing Statements.

Unremedied Default has the meaning given to that term in clause ‎13.5.

Unused Commitment Limit means the Commitment Limit, less the aggregate of all Purchase Prices from completed Purchases.

US$ means United States of America dollars.

Variable Conversion Price has the meaning given to that term in the Details Schedule.

VWAP means, in relation to one or more Trading Days, the volume weighted average price (in A$), of the Shares on ASX and Cboe for those Trading Days, as reported by IRESS.

The following rules of interpretation apply unless the context requires otherwise.

The Company may create and issue Convertible Securities under this Agreement and the obligations of the Company under those Convertible Securities are constituted by, and specified in this Agreement. The Investor agrees to subscribe for the Convertible Securities on the terms and conditions of this Agreement, and upon conversion, become a member of the Company and be bound by the Constitution.

Subject to clause ‎7 and the other provisions of this Agreement, on each Purchase Date the Investor must pay to the Company the relevant Purchase Price in consideration of which the Company must issue (and, upon such payment shall be deemed to have issued) to the Investor the relevant number of convertible securities specified in the Details Schedule, with each being uncertificated, secured (by the Security Documents), and convertible (subject to clause ‎6.3), and each having a face value equal to the Face Value (each a Purchase).

All amounts payable by the Investor under clause ‎2.2 are subject to all set-offs and adjustments set out in this Agreement.

No interest is payable on the convertible securities, other than under clauses ‎13.7 and ‎13.8.

The Company may, on each Purchase Date, or within 2 Business Days before, lodge with the ASX in accordance with all applicable Laws, a Convertible Securities Cleansing Statement in respect of the issue of the Convertible Securities to be issued on the Purchase Date.

on or before each Subsequent Purchase the Company must grant the Options required to be issued in respect of the relevant Subsequent Purchase to the Investor or the Investor’s nominee and promptly deliver to the Investor an option certificate from the Company’s security registrar confirming that the name of the Investor has been entered onto the Company’s option register as holding the relevant Options.

At the time of each Purchase, the Company must pay the Purchase Fee to the Investor by way of deduction from the relevant Purchase Price. The Company authorises and directs the Investor to deduct the relevant Purchase Fee from the relevant Purchase Price at the time of each Purchase.

Subject to clauses ‎5.2, ‎6.4, ‎6.6, ‎13.5 and the other provisions of this Agreement, while there is an Amount Outstanding, the Investor may in its discretion elect to convert one or more Convertible Securities then on issue (each, a Conversion), by providing the Company notice (each, a Conversion Notice and each date of such notice, a Conversion Notice Date) specifying:

Following the receipt of a Conversion Notice, the Company must effect the conversion of the Conversion Amount specified in that Conversion Notice by either (at the Company’s option):

within 2 Business Days of the Conversion Notice Date. Upon the Company doing so:

On each Maturity Date, the Company must redeem all outstanding Convertible Securities that mature on that Maturity Date by paying the Investor the Redemption Amount in respect of those Convertible Securities.

subsequent to the Company giving an Early Redemption Notice, the Investor may freely give Conversion Notices in respect of Convertible Securities the subject of an Early Redemption Notice, until the Company pays the Redemption Amount in respect of those Convertible Securities.

Except as otherwise expressly stated in this Agreement, the Company may not otherwise redeem any Convertible Securities prior to the Maturity Date.

If the Company is unable to issue Conversion Shares to the Investor on a Conversion Date in compliance with this Agreement for any reason, then without limiting any other rights of the Investor under this Agreement, the Investor may (but is not required to) either:

The Convertible Securities constitute direct, secured and unconditional obligations of the Company, and except as described in Part A of Schedule 3, rank in priority to all unsecured obligations of the Company, other than those mandatorily preferred at law. The Convertible Securities confer no right to attend or vote at general meetings of the Company.

Subject to clause ‎6.3, no later than immediately upon the issue of any Securities, the Company must duly lodge with the ASX in accordance with all applicable Laws:

The Company must use its best endeavours to obtain quotation of each parcel of the Investor's Shares on the ASX by no later than on the Trading Day immediately after the date of the issuance of such parcel, and to ensure that the Investor’s Shares when issued are received by the Investor (or its designee or nominee) by electronic registration to the Investor's CHESS Account (or such other electronic system which provides for the recording, delivery and transfer of title by way of electronic entries, as may be required by the Investor by notice to the Company) in accordance with the ASX Settlement Operating Rules and procedures of CHESS.

Where in respect of an issue of Investor’s Shares (other than Investor’s Shares which are otherwise Tradeable without a Securities Cleansing Statement or Prospectus being required) the Company is not able to issue a Securities Cleansing Statement due to an inability to satisfy the conditions set out in section 708A of the Corporations Act, the Company must on or before the issue of the relevant Shares lodge with ASIC a disclosure document complying with Chapter 6D of the Corporations Act in respect of the issue of the Shares so that the Shares will be Tradeable upon receipt by the Investor, without any further action being required by the Company or the Investor (Prospectus).

the Corporations Act, the Foreign Acquisitions and Takeovers Act 1975 (Cth), any foreign investment policy, or other law, the parties agree that the Company can refuse to convert the Convertible Security or issue the Securities, and that the Convertible Security are solely debt instruments which, with this Agreement, contain no right of conversion into Shares or to the issue of any other securities. For clarity, this is without prejudice to any Convertible Securities or Securities to the extent the issue does not arise.

the Foreign Acquisitions and Takeovers Act 1975 (Cth), the Investor must apply for written notification by the Treasurer of the Commonwealth of Australia or his delegate under the Foreign Acquisitions and Takeovers Act 1975 (Cth) that the Federal Government has no objection to the conversion or issue of Securities (as applicable). The Investor must make the application within 5 Business Days of the date a potential breach arises.

The Company must ensure that the Investor’s Shares:

The Investor has no obligation in respect of the First Purchase unless and until the following conditions are fulfilled, or waived in writing by the Investor, by no later than immediately before the First Purchase:

The Investor has no obligation to affect any Purchase, accept any issue of Securities or consummate any other Contemplated Transaction unless and until the following conditions are fulfilled (in the opinion of the Investor acting reasonably), or waived in writing by the Investor, by no later than immediately before the time the Contemplated Transaction is due to be consummated.

The Company must not issue any Securities without the prior consent of the Investor if on the issue of the Securities any of the conditions in clauses ‎6 or ‎7 have not been fulfilled or waived by the Investor. Any such issuance is deemed not to have been undertaken in accordance with or for the purposes of this Agreement, the Company’s obligation to issue the Securities is not discharged, and any amount paid by or owed to the Investor in respect of such Securities (or, in the case of Conversion Shares, the relevant Amount Outstanding in respect of which such Conversion Shares were purported to have been issued) remains an Amount Outstanding.

The Company must cause the conditions set out in clauses ‎7.1 and ‎7.2 to be fulfilled by the times required by those clauses.

The Company has no obligation to consummate a Contemplated Transaction unless and until the following conditions are fulfilled, or (except as to clause ‎7.5(a)) waived in writing by the Company, by no later than immediately before the time the Contemplated Transaction is due to be effected.

The Company represents and warrants to the Investor that each of the statements set out in Schedule 1 is true and correct and not misleading, including by omission, except to the extent disclosed to ASX on or before the date of this Agreement.

The Investor represents and warrants to the Company that each of the statements set out in Schedule 2 is true and correct and not misleading, including by omission.

Unless otherwise specified in Schedule 1, each of the representations and warranties made under this clause ‎8 is deemed to be made on the Execution Date and (except where it is expressly qualified as having been made only as of a particular date) repeated at each Purchase.

Each Party (first Party) acknowledges that the other Party has entered into this Agreement in reliance on the representations and warranties of the first Party in this Agreement.

Each representation and warranty of a Party is to be construed independently of the others and is not limited by reference to any other representation or warranty.

The representations and warranties of the Company under clause ‎8.1 set out in Schedule 1 are given subject to and are qualified by, and the liability of the Company in respect of any breach of any of the representations and warranties of the Company under clause ‎8.1 set out in Schedule 1 will be reduced or extinguished (as the case may be) to the extent that the breach arises in connection with:

A Party (first Party) must immediately notify the other Party upon becoming aware of any breach of any representation or warranty given by the first Party under this Agreement.

A Party is in breach of this Agreement if any of the statements it represents and warrants under this clause ‎8 is untrue, incorrect or misleading, including by omission.

For so long as there is any Amount Outstanding, the Company must not, and must ensure that each Group Company does not, directly or indirectly, without the Investor’s written approval (not to be unreasonably withheld or delayed):

but nothing in this clause prevents the Company from issuing fixed-rate instruments, or issuing any securities to the Company’s officers or employees under or pursuant to an employee incentive or other similar scheme or plan;

The Company must use the funds received from the Investor under this Agreement for general corporate and working capital purposes, and not, among other things, for dividend payments or creditor and debt payments not otherwise in the ordinary course of the Company’s business.

Unless so required by applicable Law, the Company must not close its Share register or take any other action which prevents the transfer of its Shares or options generally.

The Company must not cause and must use its best endeavours not to permit the Company or any of its securities to be listed or quoted on any financial market, quotation system, or stock exchange, other than the ASX and NASDAQ, without the Investor’s prior written consent.

Subject to this Agreement and the terms of the Securities:

The Investor may only sell Securities and must procure that its Affiliates only sell Securities if, at the time of such sale, the seller has a presently exercisable and unconditional right to vest the Securities in the buyer and otherwise complies with the requirements of the Corporations Act.

The Company acknowledges and agrees that transactions in its securities by the Investor may impact the market prices of the Company’s publicly-traded securities.

For so long as the Investor holds any Convertible Securities, the Company must maintain a register of the Convertible Securities during the term of this Agreement showing the dates of issue, the Face Value and Amount Outstanding of the Convertible Securities, details of all Conversions, or other redemptions of the Convertible Securities, and (without limiting clause ‎17.5) all transfers and changes of ownership of any of them and the names and addresses of the holders of the Convertible Securities and any person deriving title under the Investor.

The Company acknowledges that the Investor does not hold an Australian Financial Services Licence (and nor does any other person that may have been involved in discussions or any communications in connection with the Transaction Documents) and agrees that it is not entitled to give a notice under section 925A of the Corporations Act.

No Party may take or omit to take any action, enter into any agreement, or make any commitment that would conflict or interfere in any material respect with its obligations to the other Party under this Agreement.

The Company and the Investor must each comply with all applicable Laws.

Each Party must:

as may reasonably be required in order to consummate the Contemplated Transactions and to preserve and protect the rights of the Investor against impairment.

All payments which are required to be made by the Company to the Investor must be made without:

except in accordance with this Agreement or as may otherwise be consented to by the Investor in writing.

Whenever the Investor provides a notice, or exercises a right, election, or demand under this Agreement, and the Company does not perform its related obligations within the time periods provided in this Agreement, then the Investor may by notice to the Company rescind or withdraw the relevant notice, right, election or demand in whole or in part, without prejudice to its future actions and rights.

The Company must:

If the Investor is or becomes liable to pay any GST in respect of any supply it makes under, in accordance with, or as a result of an enforcement of, this Agreement or any Contemplated Transaction, whether or not that supply is made to or for the benefit of the Company (GST Liability) then:

The Company must comply in all material respects with all applicable Laws relating to Tax and promptly file, or cause to be filed, all Tax returns, business activity statements, and other Tax filings, required under all applicable Laws.

If the Company is required by Law to withhold or deduct Tax or any other amount from any amount payable to the Investor:

Each of the following constitutes an Event of Default.

If in the Investor’s reasonable opinion, an Event of Default or Potential Event of Default has occurred:

The Company must notify the Investor as soon as reasonably practicable, giving full details, upon the occurrence of any Event of Default or Potential Event of Default.

At the Investor’s request, the Company must provide the Investor with a certificate signed by two of its directors stating whether:

has occurred and/or is continuing.

(an Unremedied Default)

then the Face Value of all outstanding Convertible Securities will automatically increase by 10% in the first instance and afterward by an additional 2% for any further Unremedied Event of Default, and the Investor may do any one or more of:

Upon the occurrence of an Event of Default or Potential Event of Default, the Investor may, by notice to the Company, postpone any subsequent Conversion, for such time as it continues (or a shorter period of time, in the Investor’s discretion).

If an Event of Default occurs, interest shall be payable on the Amount Outstanding and all other amounts payable by the Company under any Transaction Document at a rate of 15% per annum, which interest shall accrue daily and shall be compounded monthly, from the date of the Event of Default until the Company discharges the Amount Outstanding and all other amounts payable by the Company under any Transaction Document in full.

If the Company fails to pay to the Investor when due an amount payable under this Agreement in relation to a conversion of Convertible Securities, redemption of Convertible Securities, failure to issue Convertible Securities, or failure to issue Convertible Securities in accordance with this Agreement, then the Investor may at its option, without prejudice to any other action the Investor may take, by notice to the Company:

If at any time during the term of this Agreement:

then the Investor may, by notice to the Company, suspend its unperformed obligations under this Agreement and/or terminate this Agreement and require the Company to repay to the Investor the Amount Outstanding and all other amounts payable by the Company under any Transaction Document (without any penalty) in full on the date specified by the Investor in its notice, which must not be earlier than 30 days after the date on which the Investor gives the notice, or any earlier date required by the applicable Law.

If the Investor gives a notice under clause ‎14.1, the Company must on the date determined under clause ‎14.1 pay to the Investor the Amount Outstanding and all other amounts payable by the Company under any Transaction Document in full (without penalty).

This Agreement may be terminated by agreement of the Parties at any time and otherwise:

survive (notwithstanding that they do not expressly provide for this), and continue in full force and effect, notwithstanding the execution of this Agreement, the consummation of any of the Contemplated Transactions, and the termination of this Agreement or another Transaction Document or any related provision. No term of this Agreement merges on completion of any Contemplated Transaction.

To the extent that any Conversion or any payment by the Company is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to any person, then to such extent, any Amount Outstanding satisfied by such Conversion or payment is immediately revived and continues, and the Company must take such action as may be reasonably requested by the Investor to effect such reinstatement; unless such revival and continuation are waived by the Investor.

provided, however, that the Company is not liable to indemnify the Indemnified Person from, or hold the Indemnified Person harmless against, any Losses to the extent that they result from:

Each indemnity in this Agreement:

With regard to all dates and time periods set out or referred to in any Transaction Document, time is of the essence.

Nothing in this Agreement creates a partnership between the Parties, or a fiduciary or an advisory relationship between the Investor or any of its Affiliates and the Company.

Each certificate or notice given by the Investor to the Company, including each certificate as to the occurrence of each Purchase, is sufficient evidence of an amount or matter in connection with any Transaction Document or Contemplated Transaction, unless the content of such certificate or notice is proven to be incorrect.

unless the sender receives an automated message that the email has not been delivered.

The Company must reimburse the Investor upon demand for all reasonable out-of-pocket expenses incurred by the Investor in connection with any amendment, modification or waiver of this Agreement, including, without limitation, reimbursement of reasonable legal fees and disbursements.

(all of which prices will be a Lesser Price) then the Fixed Conversion Price will be reduced to the Lesser Price.

then this Agreement will be automatically amended such that:

in each case subject to the Scheme being implemented. If the Scheme is not implemented, the amendments referred to above will not take effect.

If prior to an exercise of an Option, but after the issue of the Option, the Company makes an issue of Shares by way of capitalisation of profits or out of its reserves (other than pursuant to a dividend reinvestment plan), pursuant to an offer of such Shares to at least all the holders of Shares resident in Australia, then on exercise of the Option, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the date on which entitlements to the issue were calculated.

If prior to an exercise of an Option, but after the issue of the Option, any offer or invitation is made by the Company to at least all the holders of Shares resident in Australia for the subscription for cash with respect to Shares, options or other securities of the Company on a pro rata basis relative to those holders’ shareholding at the time of the offer, the Options Exercise Price will be reduced as specified in the Listing Rules in relation to pro-rata issues (except bonus issues).

In the event of a consolidation, subdivision or similar reconstruction of the issued capital of the Company, and subject to such changes as are necessary to comply with the Listing Rules applying to a reconstruction of capital at the time of the reconstruction:

Full effect will be given to the provisions of clauses ‎18.3 to ‎18.5, as and when occasions of their application arise and in such manner that the effects of the successive applications of them are cumulative, the intention being that the adjustments they progressively effect will be such as to reflect, in relation to the Shares issuable on exercise of the Options outstanding, the adjustments which on the occasions in question are progressively effected in relation to Shares already on issue.

Whenever the number of Shares over which an Option is exercisable, or the Options Exercise Price, is adjusted pursuant to this Agreement, the Company must give notice of the adjustment to all the Option holders, within one (1) Business Day.

Prior to its exercise, an Option does not confer a right on the Option holder to participate in a new issue of securities by the Company.

The Options will not be redeemable by the Company.

The Options will be freely assignable and transferable, subject to the provisions of Chapter 6D of the Corporations Act and the applicable Law and subject to the Company’s consent (not to be unreasonably withheld).

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Executed as an agreement.