6-K
Australian Oilseeds Holdings Ltd (COOT)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026
Commission File Number: 001-41986
AUSTRALIANOILSEEDS HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41986 | N/A |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
126– 142 Cowcumbla Street, Cootamundra
Site2: 52 Fuller Drive Cootamundra
POBox 263 Cootamundra, Australia 2590
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +02 6942 4347
NotApplicable
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Changesin Executive Officers and Board of Directors
On January 30, 2026, the board of directors (the “Board”) of AUSTRALIAN OILSEEDS HOLDINGS LIMITED (the “Company”) passed resolutions approving certain changes to the composition of the Board and executive management, as detailed below.
Departureof Officers and Director
Effective January 30, 2026, Mr. Jamie Mohammed Zamal resigned from his positions as Co-Chief Executive Officer and as a director of the Company.
The Company has been advised by Mr. Zamal that his respective decision to resign is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board expressed its sincere gratitude to them for his service and contributions to the Company.
Appointment of New Director andCo-Chief Executive Officer
Effective on January 30, 2026, the Board appointed Mr. Saw Khoon Ming as a new executive director and as the Co-Chief Executive Officer of the Company.
Mr. Saw Khoon Ming, aged 30, has experience in banking operations, platform operations support and administrative management. Since November 2022, he has served as a sales executive at CIMB Bank Berhad, where he supports customer acquisition and provides end-to-end assistance in connection with retail banking products and services, including customer profiling, consultations, documentation processing and after-sales support. Prior to joining CIMB Bank Berhad, he served as a platform experience executive at Accenture Solutions Sdn Bh. from January 2020 to November 2022, where he supported platform operations and user experience initiatives and coordinated with cross-functional teams to improve service delivery and operational performance. Earlier in his career, Mr. Saw worked in general administration at Audio Handle Sdn Bhd from June 2017 to December 2018, providing office operations support, documentation management, vendor coordination and basic finance support. Mr. Saw holds a bachelor of business administration from Tunku Abdul Rahman University College.
There is no arrangement or understanding between Mr. Saw and any other person pursuant to which he was selected as an officer or director of the Company, and there is no family relationship between Mr. Saw and any of the Company’s other directors or executive officers. As Mr. Saw will serve as an executive officer (Co-Chief Executive Officer) of the Company, the Board has determined that he is not considered an “independent director” as defined under Nasdaq Listing Rule 5605(a)(2). There are no transactions, and no proposed transactions, to which the Company was or is to be a party and in which Mr. Saw had or will have a direct or indirect material interest that are required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than his role as an officer and director and his rights under his employment agreement and director offer letter.
In connection with his appointments, on January 30, 2026, the Company entered into a director offer letter with Mr. Saw (the “Director Offer Letter”) and an executive employment agreement with Mr. Saw (the “Employment Agreement”). The full text of the Director Offer Letter and the Employment Agreement provided as Exhibit 10.1 and Exhibit 10.2 hereto, which are incorporated herein by reference.
EXHIBITINDEX
| Exhibit No. | Description |
|---|---|
| 10.1 | Form of Director Offer Letter |
| 10.2 | Form<br> of Employment Agreement |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AUSTRALIAN OILSEEDS HOLDINGS LIMITED | ||
|---|---|---|
| Date:<br> January 30, 2026 | By: | /s/ Gary Seaton |
| Name: | Gary<br> Seaton | |
| Title: | Co-Chief Executive Officer and Chairman of the Board |
Exhibit 10.1
AUSTRALIAN OILSEEDS HOLDINGS LIMITED
126 – 142 Cowcumbla Street, Cootamundra
Site 2: 52 Fuller Drive Cootamundra
PO Box 263 Cootamundra, Australia 2590
[__], 2026
[__]
[__]
Re: Director Offer Letter
Dear [__],
AUSTRALIAN OILSEEDS HOLDINGS LIMITED, a Cayman Islands exempted company limited by shares (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.
Term. This Agreement is effective upon your acceptance and signature below. Your term as a director shall commence on the effective date of this agreement and continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election at the next annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.
Services. You shall render services as a member of the Board and/or the Board’s committees set forth on ScheduleA attached hereto and perform the duties as provided in the memorandum and articles of association of the Company and/or the charter of such committee (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.
Compensation. As compensation for your services to the Company, you will receive compensation as set forth on Schedule B attached hereto (hereinafter, the “Compensation”) per year for serving on the Board during your term as a director, which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.
NoAssignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.
ConfidentialInformation; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your services to the Company pursuant to this Agreement, you hereby represent and agree as follows:
a. Definition. For purposes of this Agreement the term “Confidential Information” means:
i. Any information or material which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or
ii. Any information which is related to the Company or its the business and is generally not known by non-Company personnel.
iii. Confidential Information includes, without limitation, regardless of the form in which the same is accessed, maintained or stored: the identity of the Company’s actual and prospective customers and, as applicable, their representatives; prior, current or future research or development activities of the Company; the products and services provided or offered by the Company to customers or potential customers and the manner in which such services are performed or to be performed; the product and/or service needs of actual or prospective customers; pricing and cost information; information concerning the development, engineering, design, specifications, acquisition or disposition of products and/or services of the Company; research, techniques, know-how, and data; programs, software and source codes; personnel information; vendor information; agreements; marketing plans and techniques, strategies, forecasts, and other trade secrets.
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b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:
i. Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;
ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and
iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.
c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your termination or Resignation, as defined in Section 8 herein.
d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.
e. Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.
Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, shareholder, employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.
Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.
Terminationand Resignation. Your membership on the Board or on a Board committee may be terminated for any or no reason in the manner and under such conditions as provided in the memorandum and articles of association of the Company. Your membership on the Board or on a Board committee shall be terminated if you have a disability, including any physical or mental impairment which, as reasonably determined by the Board, renders you unable to perform the essential functions of your position as a member on the Board, even with reasonable accommodation that does not impose an undue burden on the Company, or are prohibited by law from being so. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of Resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation.
GoverningLaw. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the Cayman Islands.
DisputeResolution. Any dispute between the parties hereto respecting the meaning and intent of this Agreement or any of its terms and provisions shall be submitted to the Hong Kong International Arbitration Center.
2 EntireAgreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.
Notan Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any employment or right of employment between you and the Company.
Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of the Company of any questions arising under this Agreement.
[remainderof page intentionally left blank; signature page follows]
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The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.
| Sincerely, | |
|---|---|
| AUSTRALIAN OILSEEDS HOLDINGS LIMITED | |
| By: | |
| Name: | Long<br> Yi |
| Title: | Director<br> and Chairman of Audit Committee |
| AGREED<br> AND ACCEPTED as of the date set first set forth above: | |
| --- | --- |
| By: | |
| Name: | [__] |
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Schedule A
The Director is offered to serve on the following Board committee(s):
| Committee | Title | name |
|---|
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ScheduleB
Compensation
During your term as a member of Board of Directors of the Company, you shall receive USD[_] as annual compensation.
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Exhibit 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of [*], 2026, by and between AUSTRALIAN OILSEEDS HOLDINGS LIMITED, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Saw Khoon Ming (the “Executive”).
RECITALS
WHEREAS, the Company desires to employ the Executive as co-chief executive officer (“Co-CEO”) of the Company and to assure itself of the services of the Executive during the term of Employment (as defined below) and under the terms and conditions of the Agreement;
WHEREAS, the Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of the Agreement;
WHEREAS, the Board of Director the Company approved the appointment of the Executive as Co-CEO of the Company, effective as of [*], 2026 (the “Effective Date”);
| 1. | EMPLOYMENT |
|---|
The Company hereby agrees to employ the Executive and the Executive hereby accepts such employment, on the terms and conditions hereinafter set forth (the “Employment”).
| 2. | TERM |
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Subject to the terms and conditions of the Agreement, the initial term of the Employment shall be twelve (12) months, commencing on the Effective Date (the “Initial Term”), unless terminated earlier pursuant to the terms of the Agreement. Upon expiration of the Initial Term of the Employment, the Employment shall be automatically extended for successive periods of twelve (12) months each (each, an “Extension Period”) unless either party shall have given thirty (30) days advance written notice to the other party, in the manner set forth in Section 7 below, prior to the end of the Extension Period in question, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be (the period during which this Agreement is effective being referred to hereafter as the “Term”).
| 3. | POSITION AND DUTIES |
|---|---|
| (a) | During<br> the Term, the Executive shall serve as the Co-CEO of the Company or in such other<br> position or positions with a level of duties and responsibilities consistent with the foregoing<br> with the Company and/or its subsidiaries and affiliated entities as the board of directors<br> of the Company (the “Board”) may specify from time to time and shall have<br> the duties, responsibilities and obligations customarily assigned to individuals serving<br> in the position or positions in which the Executive serves hereunder and as assigned by the<br> Board. |
| --- | --- |
| (b) | The<br> Executive agrees to serve without additional compensation, if elected or appointed thereto,<br> as a director of the Company or any subsidiaries or affiliated entities of the Company (collectively,<br> the “Group”) and as a member of any committees of the board of directors<br> of any such entity, provided that the Executive is indemnified for serving in any<br> and all such capacities on a basis no less favorable than is currently provided to any other<br> director of any member of the Group. |
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The Executive hereby represents to the Company that: (i) the execution and delivery of the Agreement by the Executive and the performance by the Executive of the duties of Co-CEO hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or by which the Executive is otherwise bound, or other agreements required to be entered into by and between the Executive and any member of the Group pursuant to the applicable law of the jurisdiction in which the Executive is based, if any; (ii) that the Executive is not in possession of any information (including, without limitation, confidential information and trade secrets) the knowledge of which would prevent the Executive from freely entering into the Agreement and carrying out his/her duties hereunder; and (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement with any person or entity other than any member of the Group.
| 5. | LOCATION |
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The Executive will be mainly based in The United Kingdom, or any other location selected by the Executive at his/her convenience of work during the Term.
| 6. | COMPENSATION AND BENEFITS |
|---|---|
| (a) | Cash<br> Compensation. The Company shall pay the Executive cash compensation of USD 6,000<br> per month, which may be paid by one of the subsidiaries of the Company. |
| --- | --- |
| (b) | Equity<br> Incentives. During the Term, the Executive shall be eligible to participate, at a level<br> comparable to similarly situated other executives of the Company, in such long-term compensation<br> arrangements as may be authorized from time to time by the Board, including any share incentive<br> plan, subject to the terms and provisions of such plan and the execution of the award agreement<br> and other related agreements between the Company and the Executive. |
| --- | --- |
| (c) | Benefits.<br> During the Term, the Executive shall be entitled to participate in all of the employee benefit<br> plans and arrangements made available by the Company to its similarly situated executives,<br> including, but not limited to, any retirement plan, medical insurance plan and travel/holiday<br> policy, subject to and on a basis consistent with the terms, conditions and overall administration<br> of such plans and arrangements. The Company shall reimburse all business-related expenses<br> including, but not limited to meals, hotel, and transportation. The Company shall maintain<br> directors and officers liability insurance covering the Executive. |
| --- | --- |
| (d) | The<br> Executive’s salary, remuneration and benefits shall be reviewed by the Board of Directors<br> (or its designated committee) and/or the management of the Company in accordance with the<br> relevant policies adopted by the Company from time to time. |
| --- | --- |
| 7. | TERMINATION OF THE AGREEMENT |
| --- | --- |
The Employment may be terminated as follows:
| (a) | Either<br> party may terminate this Agreement by giving thirty (30) days advance written notice to the<br> other party. |
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| --- | | (b) | Good<br> Reason. Except as required by applicable law or regulations, the Executive may terminate<br> his/her employment hereunder for “Good Reason” upon the occurrence, without the<br> written consent of the Company, of an event constituting a material breach of this Agreement<br> by the Company that has not been fully cured within ten (10) business days after written<br> notice thereof has been given by the Executive to the Company setting forth in sufficient<br> detail the conduct or activities the Executive believes constitute grounds for Good Reason,<br> including but not limited to: | | --- | --- |
(i) the failure by the Company or its subsidiaries to pay to the Executive any portion of the Executive’s current compensation or to pay to the Executive any portion of an instalment of deferred compensation under any deferred compensation program of the Company, within five (5) business days of the date such compensation is due; or
(ii) any material breach by the Company of this Agreement and any other agreement with any entity of the Group.
| (c) | Notice<br> of Termination. Any termination of the Executive’s employment under the Agreement<br> shall be communicated by written notice of termination (“Notice of Termination”)<br> from the terminating party to the other party. The notice of termination shall indicate the<br> specific provision(s) of the Agreement relied upon in effecting the termination. |
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| (d) | Compensation<br> upon Termination. |
| --- | --- |
| (1) | Death.<br> If the Executive’s employment is terminated by reason of the Executive’s death,<br> the Company shall have no further obligations to the Executive under this Agreement and the<br> Executive’s benefits shall be determined under the Company’s retirement, insurance<br> and other benefit and compensation plans or programs then in effect in accordance with the<br> terms of such plans and programs. |
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| (2) | By<br> Company without Cause or by the Executive for Good Reason. If the Executive’s employment<br> is terminated by the Company other than for Cause (as defined below) or by the Executive<br> for Good Reason, except as required by applicable law or regulations, the Company shall (i)<br> continue to pay and otherwise provide to the Executive, during any notice period, all compensation,<br> base salary and previously earned but unpaid incentive compensation, if any, and shall continue<br> to allow the Executive to participate in any benefit plans in accordance with the terms of<br> such plans during such notice period; and (ii) pay to the Executive, in lieu of benefits<br> under any severance plan or policy of the Company, any such amount as may be agreed between<br> the Company and the Executive. |
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| (3) | By<br> Company for Cause or by the Executive other than for Good Reason. If the Executive’s<br> employment is be terminated by the Company for Cause or by the Executive other than for Good<br> Reason, except as required by applicable law or regulations, the Company shall pay the Executive<br> his/her base salary at the rate in effect at the time Notice of Termination is given through<br> the Date of Termination, and the Company shall have no additional obligations to the Executive<br> under this Agreement. |
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For the avoidance of doubt, the following conditions each shall constitute “Cause” and shall apply in evaluating a termination of the Executive’s employment under this Agreement:
| (i) | Commission<br> of any act of fraud or dishonesty, conviction of a criminal offense, willful disobedience<br> of a lawful order, or receipt of bribery; |
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| (ii) | Commission<br> of any gross negligence by the Executive in the course of his/her employment hereunder that<br> has a material adverse effect on the business or financial condition of the Company and/or<br> its subsidiaries and affiliated entities; |
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| (iii) | Wilful<br> material misrepresentation at any time by the Executive to the Board; |
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| (iv) | The<br> wilful failure or refusal to comply with any of the Executive’s material obligations<br> hereunder or to comply with a reasonable and lawful instruction of the Board, which failure<br> to comply with such instruction continues for a period of ten (10) days after the Executive’s<br> receipt of written notice from the Board identifying in reasonable detail the objectionable<br> action or inaction; or |
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| (v) | Engagement<br> by the Executive in any misconduct or the commission by the Executive of any act that is<br> materially injurious or detrimental to the substantial interest of the Company and/or its<br> subsidiaries and affiliated entities, as determined by the Board. |
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| 8. | CONFIDENTIALITY AND NONDISCLOSURE |
| --- | --- |
| (a) | Confidentiality<br> and Non-Disclosure. |
| --- | --- |
The Executive acknowledges and agrees that: (A) the Executive holds a position of trust and confidence with the Company and that his/her employment by the Company will require that the Executive have access to and knowledge of valuable and sensitive information, material, and devices relating to the Company and/or its business, activities, products, services, customers and vendors, including, but not limited to, the following, regardless of the form in which the same is accessed, maintained or stored: the identity of the Company’s actual and prospective customers and, as applicable, their representatives; prior, current or future research or development activities of the Company; the products and services provided or offered by the Company to customers or potential customers and the manner in which such services are performed or to be performed; the product and/or service needs of actual or prospective customers; pricing and cost information; information concerning the development, engineering, design, specifications, acquisition or disposition of products and/or services of the Company; research, techniques, know-how, and data; programs, software and source codes; personnel information; vendor information; agreements; marketing plans and techniques, strategies, forecasts, and other trade secrets (collectively, the “Confidential Information”); and (B) the direct and indirect disclosure of any such Confidential Information would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company’s business.
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| --- | | (b) | Third<br> Party Information in the Company’s Possession. The Executive recognizes that the<br> Company may have received, and in the future may receive, from third parties their confidential<br> or proprietary information subject to a duty on the Company’s part to maintain the<br> confidentiality of such information and to use it only for certain limited purposes. The<br> Executive agrees that the Executive owes the Company and such third parties, during the Term<br> and thereafter, a duty to hold all such confidential or proprietary information in strict<br> confidence and not to disclose such information to any person or firm, or otherwise use such<br> information, in a manner inconsistent with the limited purposes permitted by the Company’s<br> agreement with such third party. | | --- | --- | | 9. | NON-COMPETITION AND NON-SOLICITATION | | --- | --- | | (a) | Non-Competition.<br> In consideration of the compensation provided to the Executive by the Company hereunder,<br> the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees<br> that during the Term and for a period of twelve (12) months following the termination of<br> the Employment for whatever reason, the Executive shall not engage in Competition (as defined<br> below) with the Group. For purposes of this Agreement, “Competition” by the Executive<br> shall mean the Executive’s engaging in, or otherwise directly or indirectly being employed<br> by or acting as a consultant or lender to, or being a director, officer, employee, principal,<br> agent, stockholder, member, owner or partner of, or permitting the Executive’s name<br> to be used in connection with the activities of, any other business or organization which<br> competes, directly or indirectly, with the Group in the business of the Group; provided,<br> however, it shall not be a violation for the Executive to become the registered or<br> beneficial owner of up to five percent (5%) of any class of the capital stock of a publicly<br> traded corporation in Competition with the Group, provided that the Executive does not otherwise<br> participate in the business of such corporation. | | --- | --- | | (b) | Non-Solicitation;<br> Non-Interference. During the Term and for a period of twelve (12) months following the<br> termination of the Executive’s employment for any reason, the Executive agrees that<br> he/she will not, directly or indirectly, for the Executive’s benefit or for the benefit<br> of any other person or entity, do any of the following: | | --- | --- | | (1) | solicit<br> or seek to solicit from any customer doing business with the Group during the Term business<br> of the same or of a similar nature to the business of the Group; | | --- | --- | | (2) | solicit<br> or seek to solicit from any known potential customer of the Group business of the same or<br> of a similar nature to that which, whether or not has been the subject of a known written<br> or oral bid, offer or proposal by the Group, or of substantial preparation with a view to<br> making such a bid, proposal or offer; | | --- | --- | | (3) | solicit<br> or seek to solicit the employment or services of, or hire or engage, any person who is employed<br> or engaged by the Group; or | | --- | --- | | (4) | otherwise<br> interfere with the business or accounts of the Group, including, but not limited to, with<br> respect to any relationship or agreement between the Group and any customer, vendor or supplier. | | --- | --- |
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Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based or other compensation paid to you under this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, stock exchange listing requirement or policy established by the Company (whether in existence as of the date hereof or later adopted) will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement and policy. The Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.
| 11. | ENTIRE AGREEMENT |
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The Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The Executive acknowledges that he/she has not entered into the Agreement in reliance upon any representation, warranty or undertaking which is not set forth in the Agreement.
| 12. | GOVERNING LAW |
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The Agreement shall be governed by and construed in accordance with the law of the Cayman Islands.
| 13. | COUNTERPARTS |
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The Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. The Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.
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INWITNESS WHEREOF, the Agreement has been executed as of the date first written above.
| COMPANY: | |
|---|---|
| AUSTRALIAN OILSEEDS HOLDINGS LIMITED | |
| a<br> Cayman Islands exempted company | |
| By: | /s/ Long Yi |
| Name: | Long<br> Yi |
| Title: | Director<br> and Chairman of Audit Committee |
| EXECUTIVE: | |
| By: | Saw Khoon Ming |
| Name: | Saw<br> Khoon Ming |
| 7 |
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