Terms
Series Amount
1.$45,000,000 by way of the issue of Notes to new investors (New Investor Series Amount); and
2.Up to $25,000,000 by way of issue of Notes to existing Noteholders who elected to have their Notes redeemed and reissued on terms consistent with this deed (Roll-over Series Amount).
Face Value
$1.00 per Note
Interest Rate
10% per annum (up to 1 January 2022), 15% per annum (up to 1 January 2023) and 20% thereafter, compounding quarterly and to be capitalised and paid by the issue of Ellume Shares upon conversion of the Notes.
Default Rate
15%
Maturity Date
30 June 2023
Conversion Formula (other than on a Change of Control Transaction)
CS = (N x V) / P
Where:
CSis the number of Conversion Shares to be issued.
Nis the number of Notes held, or elected to be the subject of conversion, by the Noteholder.
Vis the Face Value of a Note plus interest accrued (but unpaid) on that Note.
Pis the issue price per Conversion Share that the Company and the Noteholder, using all reasonable endeavours, negotiate in good faith based on an arm's length value for the Conversion Shares.
IPO Conversion Formula
1.If an IPO is completed on or before 1 December 2022:
CS = (N x V) / P
Where:
CSis the number of Conversion Shares to be issued.
Nis the number of Notes held by the Noteholder.
Vis the Face Value of a Note plus interest accrued (but unpaid) on that Note.
Pis the lesser of:
(a)75% of the price at which the Shares are issued or transferred under the IPO; or
(b)the Pricing Cap of $400 million.
2.If an IPO is completed after 1 December 2022:
CS = (N x V) / P
Where:
CSis the number of Conversion Shares to be issued.
Nis the number of Notes held by the Noteholder.
Vis the Face Value of a Note plus interest accrued (but unpaid) on that Note.
Pis the lesser of:
(a)60% of the price at which the Shares are issued or transferred under the IPO; or
(b)the Pricing Cap of $400 million.
Company Sale Formula
1.If a Company Sale is completed on or before 1 December 2022:
A = N / P
Where:
Ais the amount to be paid in Immediately Available Funds.
Nis the Face Value of the Notes held by the Noteholder plus interest accrued (but unpaid) on those Notes.
Pis the lesser of:
(a)75%; or
(b)the Pricing Cap of $400 million.
2.If a Company Sale is completed after 1 December 2022:
A = N / P
Where:
Ais the amount to be paid in Immediately Available Funds.
Nis the Face Value of the Notes plus interest accrued (but unpaid) on those Notes.
Pis the lesser of:
(a)60%; or
(b)the Pricing Cap of $400 million.
Early Redemption Formula
1.If the Redemption Date is within 12 months of the Commencement Date:
A = N / P
Where:
Ais the amount to be paid in Immediately Available Funds.
Nis the Face Value of the Notes held by the Noteholder plus interest accrued (but unpaid) on those Notes.
Pis 85%.
2.If the Redemption Date is after 12 months from the Commencement Date:
A = N / P
Where:
Ais the amount to be paid in Immediately Available Funds.
Nis the Face Value of the Notes held by the Noteholder plus interest accrued (but unpaid) on those Notes.
Pis 75%.
