UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIESEXCHANGE ACT OF 1934

Forthe month of October, 2025

CommissionFile Number: 001-41856

CarbonRevolution Public Limited Company

(Exactname of registrant as specified in its charter)

10Earlsfort Terrace

Dublin2, D02 T380, Ireland

(Addressof principal executive office)

Indicateby check mark whether the registrant files or will file annual reports under cover of

Form20-F or Form 40-F:

INFORMATIONCONTAINED IN THIS REPORT ON FORM 6-K

Aspreviously disclosed, Carbon Revolution Public Limited Company (the “Company”) entered into agreements for a Structured EquityFacility (the “OIC Financing”) for up to US$110 million in funding, subject to satisfying various conditions precedent toeach tranche of funding. The initial gross proceeds of US$35 million were received by the Company on November 3, 2023 pursuant to a SecuritiesPurchase Agreement (the “Securities Purchase Agreement”) by and among the Company and the fund vehicles affiliated with OrionInfrastructure Capital (“OIC” and, collectively, the “OIC Investors”) party thereto, an additional US$35 millionwas funded into an escrow account and subsequently released upon the satisfaction of certain conditions, and a further $40 million wassubject to funding upon the achievement of certain conditions to be determined.

Aspreviously disclosed, on May 23, 2023, Carbon Revolution Operations Pty Ltd., an Australian private limited company and indirect wholly-ownedsubsidiary of the Company (“Carbon Revolution Operations”), entered into a Trust Indenture by and between Carbon RevolutionOperations and UMB Bank, National Association, as trustee (the “Trustee”, and such Trust Indenture, as amended by the FirstSupplemental Indenture thereto, dated September 11, 2023, the Second Supplemental Indenture thereto, dated May 24, 2024, the Third SupplementalIndenture, dated June 21, 2024, and the Fourth Supplement Indenture, dated December 20, 2024, the “Indenture”). The Indentureand the Series 2023-A Notes issued to lenders (the “Existing Lenders”) thereunder were executed and issued pursuant to theUS$60 million New Debt Program arranged by PIUS Limited LLC and its affiliates.

Aspreviously disclosed, on December 20, 2024, the OIC Investors agreed to amend the Securities Purchase Agreement to facilitate fundingUS$25 million of the remaining $40 million upon satisfaction of certain conditions, agreed upon and set forth in such amendment, in exchangefor interest thereon payable at a rate of 12% per annum, of which 8.5% is payable in cash and 3.5% is payable in-kind and the issuanceof Fixed Rate Senior Notes, Series 2025-A Notes (the “Series 2025-A Notes”) pursuant to the Indenture, and the Indentureand related documents under the New Debt Program were amended to facilitate the release to Carbon Revolution Operations of an aggregateof US$2 million from the payment reserve fund established under the New Debt Program, in equal installments of US$400,000 as additionalterm advances simultaneously with each $5 million tranche of funding under the above-mentioned amendments to the Securities PurchaseAgreement, in exchange for interest thereon payable at a rate of 12% per annum, of which 8.5% is payable in cash and 3.5% is payablein-kind. Upon redemption or maturity of the Series 2025-A Notes, Carbon Revolution Operations is required to pay the holders thereofan exit premium equal to 2.0 times the amount funded or released in exchange for such notes minus any cash interest or principal paymentsor fee payments thereon. The same exit premium also applies in relation to the up to US$2 million funds that are released from the paymentreserve fund.

Pursuantto such amendments, as previously disclosed, on December 20, 2024, January 21, 2025, March 7, 2025, May 9, 2025 and July 21, 2025 anaggregate of US$25 million was funded in exchange for interest payable thereon at the rate described above and the issuance to the OICInvestors of US$25 million aggregate principal amount of Series 2025-A Notes and the simultaneous release from the payment reserve fundfor the Existing Lenders of an aggregate of US$2 million as additional term advances in exchange for interest payable thereon at therate described above.

TheSecurities Purchase Agreement provides for up to US$15 million of additional funding by OIC. On October 31, 2025, the OIC Investors agreedto amend the Securities Purchase Agreement to facilitate funding of an additional US$7 million aggregate initial principal amount ofSeries 2025-A2 Notes (as defined below), subject to certain conditions (as discussed below), in exchange for debt instruments issuedby Carbon Revolution Operations. Of such $7 million, $5 million was funded concurrently with the execution of the Sixth SPA Amendment(as defined below) in exchange for Series 2025-A2 Notes and the remaining $2 million is to be funded only if both the Company and theOIC Investors agree. The Company makes no assurance that it will be able to obtain the funding of the $2 million tranche in the Series2025-A2 Seventh Release or any portion of the remaining $8 million available for funding under the Securities Purchase Agreement afterthe funding of the two tranches provided for in the Sixth SPA Amendment.

Amendmentto Securities Purchase Agreement

OnOctober 31, 2025, the Company and the OIC Investors entered into Amendment No. 6 to the Securities Purchase Agreement (the “SixthSPA Amendment”), providing for the funding of US$7 million in two tranches (the “Series 2025-A2 Sixth Release” andthe “Series 2025-A2 Seventh Release”, respectively), equal in cash to (i) US$5 million (or US$2 million in the case of theSeries 2025-A2 Seventh Release) minus (ii) a structuring premium of 4.00% of the principal amount of Series 2025-A Notes at each release,subject to certain conditions (as discussed below) minus (iii) certain transaction cost reimbursement in exchange for debt instrumentsissued by Carbon Revolution Operations. Pursuant to other documents entered into simultaneously therewith, the OIC Investors will purchaseSeries 2025-A2 Notes, as defined and further described below. In connection with each of the Series 2025-A2 Sixth Release and the Series2025-A2 Seventh Release, the Company will allot, issue and sell to the OIC Investors, Additional New Warrants (as defined in the SecuritiesPurchase Agreement, as amended) to subscribe for 5.00% in the case of the Series 2025-A2 Sixth Release and 2.00% in the case of the Series2025-A2 Seventh Release of Ordinary Shares of the Company on a fully diluted basis. The US$7 million will be released in two tranches:(i) the Series 2025-A2 Sixth Release of US$5 million was funded on the date of the Sixth SPA Amendment, and (ii) the Series 2025-A2 SeventhRelease of US$2 million will take place, at the request of the Company, on a date no earlier than March 31, 2026 and subject to the OICInvestors’ written consent (in the OIC Investors’ absolute discretion).

Amendmentto IP-Backed Finance Facility and Letter Agreement

OnOctober 31, 2025, Carbon Revolution Operations and the Trustee to the Indenture entered into a Fifth Supplemental Indenture and a NinthAmendment to the PDSA (the “Ninth Amendment”).

TheFifth Supplemental Indenture adds a new series of Fixed Rate Senior Notes, Series 2025-A2 (the “Series 2025-A2 Notes”). TheFifth Supplemental Indenture provides for the issuance of up to $7 million aggregate principal amount of Series 2025-A2 Notes to theOIC Investors. Each Series 2025-A2 Note (i) shall bear interest at the rate per annum as set forth in Exhibit A to the Fifth SupplementalIndenture, commencing on the Series 2025-A2 Notes Delivery Date (as defined by Article I to the Indenture, as supplemented), computedon the basis of a 360-day year consisting of twelve 30-day months, payable on each Note Interest Payment Date (as defined by the Indenture,as supplemented) and (ii) shall mature as set forth in Exhibit A to the Fifth Supplemental Indenture. Cash Interests Suspension Periodis extended through June 30, 2026 and amortization payments are suspended until January 2027.

TheSeries 2025-A2 Notes shall be dated as of the Series 2025-A2 Notes Delivery Date. No less than $5,000,000 of Series 2025-A2 Notes shallbe issued on the Series 2025-A2 Notes Delivery Date.

Inaddition to the principal and interest on the Series 2025-A2 Notes as set forth in Exhibit A to the Fifth Supplemental Indenture, the2025-A2 Exit Premium shall be due and payable at the earliest of (1) any redemption of the Series 2025-A2 Notes, including a bona fiderefinancing of the Series 2025-A2 Notes, a Bankruptcy Event, or as part of any other exercise of remedies by the Noteholders, (2) a bonafide sale of the Issuer and/or its subsidiaries as a going concern and (3) on the final Note Interest Payment Date (being the StatedMaturity Date of the Series 2025-A2 Notes); provided that certain conditions outlined in the Fifth Supplemental Indenture are met.

Inconnection with the transactions and amendments described above, the parties to the PDSA entered into the Ninth Amendment, pursuant towhich (i) the parties modified or waived any of the covenants, agreements, limitations or restrictions of the Co-Obligors set forth inthe Disbursing Agreement, (ii) the Minimum Available Cash Requirement was amended as set forth in the Ninth Amendment, (iii) the financialcovenants set forth in the PDSA were amended and (iv) other technical changes were made to permit and facilitate the issuance of theSeries 2025-A2 Notes and the transactions contemplated by the foregoing agreements.

Issuanceof US$5 million of Series 2025-A2 Notes and Warrants

OnOctober 31, 2025, US$5 million was funded in exchange for the issuance to the OIC Investors of US$5 million aggregate principal amountof Series 2025-A2 Notes in exchange for interest thereon, in accordance with the Fifth Supplemental Indenture. Additionally, the OICInvestors were issued Additional New Warrants (the “2025 OIC Warrant”) on a fully diluted basis, in the form furnished asExhibit 99.5 to this report to purchase an aggregate number of shares equal to 5.0% of the Company’s shares outstanding, determinedon a “Fully-Diluted Basis” in the same manner as applicable to the existing warrants previously issued to the OIC Investors,and otherwise containing the same terms as the warrants issued to the OIC Investors in prior reserve releases.

Ifthe 2025-A2 Seventh Release of funding proceeds, the OIC Investors will hold Additional New Warrants, together with the other warrantsthey have previously received pursuant to the Securities Purchase Agreement, to purchase an aggregate number of shares equal to approximately68% of the Company’s shares outstanding (up from 61% prior to entry into the foregoing amendments), determined on a “Fully-DilutedBasis”.

TheCompany paid its legal expenses and those of the OIC Investors and the holders of the Series 2023-A Notes, together with other transaction-relatedcosts and fees in connection with the foregoing arrangements and amendments, which were deducted from the proceeds from the Series 2025-A2Sixth Release paid to the Company. Giving effect to the receipt of the net proceeds from the Series 2025-A2 Sixth Release, the Companyhas approximately US$8.8 million of unrestricted cash and approximately US$2.4 million of restricted cash as of October 31, 2025.

Aspreviously disclosed in the Company’s release of July 25, 2025, the Company has a number of new programs entering, or expectedto enter, production in the near-term, however, as a result of a decline in the volume of wheels ordered or projected to be ordered bycertain customers, the Company revised its revenue forecasts downward and slowed its initial short-term expansion plans.

TheCompany has continued to experience lower than expected demand for certain programs, especially those tied to the EV space. The weakeningof the broader EV market has led to the early cancellation of two programs by a customer, which the Company had initially expected tocontribute substantial wheel volumes. The Company is pursuing claims in relation to these cancelled programs.

Inaddition, as disclosed in the Company’s release of June 3, 2025, the Company is currently not in compliance with certain Nasdaqcontinued listing requirements. The Company has submitted a plan of compliance to Nasdaq where it has sought an extension in accordancewith its plan and is waiting for Nasdaq’s determination. However, even if such plan is accepted, the Nasdaq staff only has thediscretion to grant an exception for regaining compliance until November 26, 2025.

Notwithstandingthe additional US$5 million of OIC funding announced today (and the expected release of a further US$2 million of OIC funding), the Companyexpects that it may need to obtain additional funding in the short term and is actively seeking other strategic alternatives to be completedwithin this fiscal year (ending June 30, 2026).

Inorder to obtain sufficient liquidity to fund its business and operations, the extent of which funding need is partially dependent uponthe outcome of the customer claims being pursued by the Company mentioned above, as well as to contribute towards regaining compliancewith Nasdaq continued listing requirements, the Company is exploring other potential strategic and financing options, a portion of whichmay need to be obtained significantly earlier than the end of the Company’s fiscal year. The Company makes no assurances that itwill be able to secure any of the aforementioned on satisfactory terms, or at all.

TheSixth SPA Amendment, the Fifth Supplemental Indenture, the Form of the Series 2025-A2 Notes, the Ninth Amendment and the Form of the2025 OIC Warrant, are furnished as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5. The foregoing descriptions are qualified in their entiretyby the text of such exhibits.

EXHIBITINDEX

*Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the SEC.

SIGNATURES

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

Exhibit99.1

Execution Version

AMENDMENTNO. 6 TO SECURITIES PURCHASE AGREEMENT

ThisAmendment No. 6 to Securities Purchase Agreement (this “Amendment”), dated as of October 31, 2025, amends the SecuritiesPurchase Agreement, dated as of September 21, 2023 (as amended by that Amendment No. 1 to Securities Purchase Agreement dated as of April10, 2024, that Amendment No. 2 to Securities Purchase Agreement, dated as of May 24, 2024, that Amendment No. 3 to Securities PurchaseAgreement, dated as of June 21, 2024, that Amendment No. 4 to Securities Purchase Agreement, dated as of December 20, 2024, and thatAmendment No. 5 to Securities Purchase Agreement, dated as of April 24, 2025, the “Securities Purchase Agreement”),by and among Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450(the “Issuer”), OIC Structured Equity Fund I GPFA Range, LLC, a Delaware limited liability company, and OIC StructuredEquity Fund I Range, LLC, a Delaware limited liability company (collectively, the “Buyer”), and, solely for purposesof limited provisions of the Securities Purchase Agreement, Carbon Revolution Operations PTY LTD., an Australian private limited company(“Carbon Revolution Operations”). Capitalized terms used and not defined herein have the respective meanings givento them in the Securities Purchase Agreement.

RECITALS

WHEREAS,the Issuer, Buyer and, solely for limited purposes as set forth in the Securities Purchase Agreement, Carbon Revolution Operations, areparty to the Securities Purchase Agreement, pursuant to which Buyer agrees, subject to certain terms and conditions and the receipt ofcertain consideration as set forth in this Amendment (including certain modifications to the Securities Purchase Agreement as set forthherein), to, inter alia, purchase certain Indebtedness issued by Carbon Revolution Operations upon occurrence of specified events andAdditional New Warrants; and

WHEREAS,Buyer is proposing to undertake such purchases at the request and for the benefit of the Issuer, and in consideration therefor, the Issuerhas agreed to promptly reimburse upon demand all vouched and itemized third-party costs and expenses that are reasonably and necessarilyincurred by Buyer or any of its Affiliates (including, without limitation, all vouched and itemized fees, disbursements and expensesthat are reasonably and necessarily incurred by Latham & Watkins LLP, Matheson LLP and any other professional advisor of Buyer) inaccordance with the Securities Purchase Agreement, whether or not such purchases are consummated or any agreements, documents or amendmentsreferenced herein are executed.

NOW,THEREFORE, in consideration of the mutual promises hereinafter set forth and for other good and valuable consideration, the receiptand adequacy of which are hereby acknowledged, and intending to be legally bound, the Issuer, Carbon Revolution Operations and Buyerhereby agree as follows:

Section1. Amendments.

(a) Thefollowing terms contained in Section 1.01 (Definitions) of the Securities Purchase Agreement are hereby amended and restated intheir entirety as follows:

“Closing”means the Initial Closing, any Subsequent Closing, any Reserve Release Closing, any 2025-A Financing Closing or any 2025-A2 FinancingClosing, as applicable.

(b) Section1.01 (Definitions) of the Securities Purchase Agreement is hereby amended to add the following defined terms in the appropriatealphabetical order:

“AmendmentNo. 6” means Amendment No. 6 to Securities Purchase Agreement, dated as of October 31, 2025, by and among the Issuer, Buyerand Carbon Revolution Operations.

“2025-A2Financing Closing Date” means the date on which a 2025-A2 Financing Closing, if any, occurs.

“2025-A2Transaction Expense Reimbursement Amount” means an amount equal to all reasonable and documented third-party costs and expenses(including legal expenses) incurred by Buyer and its Affiliates in connection with the transactions contemplated by the 2025-A2 Financingas of the date of the applicable 2025-A2 Financing Closing, in accordance with a funds flow memorandum to be prepared in good faith byBuyer and delivered to the Issuer.

(c) Section2.03(a) is hereby amended and restated in its entirety as follows:

(a)Upon the terms and subject to the conditions of this Agreement, from the Initial Closing Date until June 30, 2026 (the “AvailabilityPeriod”), the Issuer shall, to the extent additional financing is necessary for the development, construction and/or toolingassociated with any future manufacturing facility with respect to which the Company commences construction on or after the date hereof(each, a “Subsequent Plant” and, collectively, the “Subsequent Plants”) or for material upgradesto the Company’s existing mega-line plant operations in Australia (the “Australia Plant Investment” and, togetherwith the Subsequent Plants, the “Investments”), have the right, exercisable at any time and from time to time duringthe Availability Period and in one or more transactions, upon not less than three Business Days’ prior written notice to Buyer,to require Buyer to subscribe for and acquire, and for the Issuer to allot, issue and sell to Buyer, up to 400 Class A Preferred Shares(the “Subsequent Acquired Interests”), at a price per share equal to the Per Share Subscription Price, for an aggregatesubscription price of up to US$40,000,000 less the aggregate principal amount of 2025-A Acquired Interests and 2025-A2 Acquired Interests(as defined herein) (the “Subsequent Commitment Amount”) (with (i) the number of Subsequent Acquired Interests tobe allotted and issued at a Subsequent Closing multiplied by (ii) the Per Share Subscription Price, being the “Subsequent SubscriptionPrice”); provided that the Issuer shall not issue, and Buyer shall not be required to accept and subscribe for, less than 100Class A Preferred Shares in any individual Subsequent Closing. Upon issuance, all Subsequent Acquired Interests shall be free and clearof all Liens (other than restrictions on transfer under applicable federal and state securities laws and under the Company Articles).

(d) Anew Section 2.11 (2025-A2 Financing) is hereby inserted immediately following Section 2.11 (2025-A Financing Closing Deliverables)as follows:

“Section2.11 2025-A2 Financing.

(a)Each of (1) the date of Amendment No. 6 (the “2025-A2 First Release”), and (2) at the request of the Issuer on a dateafter the 2025-A2 First Release but no earlier than March 31, 2026 and subject to Buyer’s written consent (in its absolute discretion)to such release the (“2025-A2 Second Release”) shall constitute a “2025-A2 Financing”, providedthat, notwithstanding the above, no 2025-A2 Financing shall occur after December 31, 2026. Upon the terms and subject to the conditionsof this Agreement, upon each 2025-A2 Financing, (x) Buyer or its designated Affiliates will acquire and Carbon Revolution Operationswill issue and sell to Buyer or its designated Affiliates US$5,000,000.00 (or US$2,000,000.00 in the case of the 2025-A2 Second Release)aggregate principal amount of Debt Instruments (including, without limitation, pursuant to the PIUS Loan) and (y) the Issuer will allot,issue and sell to Buyer or its designated Affiliates Additional New Warrants to subscribe for 5.00% (or 2.00% in the case of the 2025-A2Second Release) of Ordinary Shares of the Issuer on a fully diluted basis (together, the “2025-A2 Acquired Interest”).

(b)In connection with the acquisition of such 2025-A2 Acquired Interests: (i) upon issuance, the 2025-A2 Acquired Interests, (ii) [Reserved],and (iii) upon issuance, all Ordinary Shares issuable pursuant to any Additional New Warrants shall be free and clear of all Liens (otherthan, in the case of Securities, restrictions on transfer under applicable federal and state securities laws and under the Company Articles,and in the case of Debt Instruments, any Permitted Liens (as defined in the Proceeds Disbursing and Security Agreement, dated as of May23, 2023)).

(c)Subject to the conditions stated in this Agreement, the closing of the purchase for the applicable 2025-A2 Acquired Interest (the “2025-A2Financing Closing”) will take place remotely by the electronic exchange of documents in .pdf format on the third (3) BusinessDay following the date on which all of the conditions to the 2025-A2 Financing Closing in Article 11B have been satisfied or waived (otherthan those conditions that can only be satisfied at such 2025-A2 Financing Closing, but subject to satisfaction of such conditions).

(d)The Issuer shall use the proceeds of each 2025-A2 Financing Closing for general corporate purposes in accordance with the applicablefunds flow memorandum and the Approved Budget.”

(e) Anew Section 2.12 (2025-A2 Financing Closing Deliverables) is hereby inserted immediately after Section 2.11 (2025-A2 Financing)as follows:

“Section2.12 2025-A2 Financing Closing Deliverables

(a)At each 2025-A2 Financing Closing, Buyer shall deliver, or cause to be delivered to the Issuer, Carbon Revolution Operations or any otherpersons at the direction of the Issuer, an amount in cash equal to (i) $5,000,000.00 (or US$2,000,000.00 in the case of the 2025-A2 SecondRelease) minus (ii) a structuring premium of 4.00% of the principal amount of 2025-A2 Acquired Interest minus (iii) the2025-A2 Transaction Expense Reimbursement Amount;

(b)At each 2025-A2 Financing Closing, the Issuer shall deliver, or cause to be delivered:

(i)to Buyer, a copy of all documents and other items required to be delivered to the lenders, noteholders, creditors or other equivalentPerson for such borrowing or issuance pursuant to the terms of the Debt Instrument;

(ii)to Buyer, a certificate of limited company status, compliance and/or good standing of each member of the Issuer Group, to the extentapplicable in the relevant jurisdiction, issued by the appropriate Governmental Authorities from each jurisdiction in which the membersof the Issuer Group are formed and carry on business dated not more than two (2) Business Days prior to the applicable 2025-A2 FinancingClosing;

(iii)addressed to Buyer, favorable opinions of Coblentz Patch Duffy & Bass LLP and Herrick Feinstein LLP, counsels of the Issuer, in formand substance reasonably satisfactory to counsel of Buyer;

(iv)to Buyer, the certificate described in Section 8.07; and

(v)to Buyer, a properly completed and executed IRS Form W-8BEN-E of the Issuer and confirmation of the Issuer’s tax reference numberin Ireland.”

(c)At the 2025-A2 First Release, the Issuer shall deliver, or cause to be delivered:

(i)to Buyer, a copy of the duly executed Fifth Supplemental Indenture to the PIUS Loan; and

(ii)to Buyer, a copy of the duly executed Ninth Amendment to Proceeds Disbursing and Security Agreement related to the PIUS Loan.

(f) Section3.20 (Tax) of the Securities Purchase Agreement is hereby amended and restated in its entirety as follows:

“Section3.20 Tax. Except as set forth on Schedule 3.20 of Schedule A to Amendment No. 6, there are no federal, state, county, localor foreign Taxes due and payable (including any Tax withholding obligations) by any member of the Issuer Group which have not been timelypaid (or withheld) to the applicable Taxing Authority. There are no accrued and unpaid federal, state, country, local or foreign Taxesof any member of the Issuer Group which are due, whether or not assessed or disputed. There have been no examinations or audits of anyTax Returns or reports of any member of the Issuer Group by any Taxing Authority. Each member of the Issuer Group has duly and timelyfiled all Tax Returns required to have been filed by such Person, all such Tax Returns are true, complete and correct in all materialrespects. There are in effect no waivers of applicable statutes of limitations with respect to Taxes for any year. No claim has everbeen made by any Taxing Authority in any jurisdiction in which any member of the Issuer Group has not filed Tax Returns that any memberof the Issuer Group is or may be subject to taxation by that jurisdiction or is or was required to file a Tax Return in such jurisdiction.As of each of the Initial Closing, any Reserve Release Closing, any 2025-A Financing Closing and any 2025-A2 Financing Closing, withthe exception of Carbon Revolution and its direct and indirect subsidiaries, each Subsidiary of the Issuer shall be, and at all timessince its formation shall have been, classified as a disregarded entity of such Issuer for U.S. federal income tax purposes. No memberof the Issuer Group: (a) has agreed to make any adjustment pursuant to Section 481(a) of the Code, (b) has any knowledge that the IRShas proposed, in writing, such adjustment or a change in accounting method with respect to any member of the Issuer Group or (c) hasany application pending with the IRS or any other Governmental Authority requesting permission for any change in accounting method. Nomember of the Issuer Group has engaged in any “listed” or “reportable” transactions (as defined under the TreasuryRegulations promulgated under Section 6011 of the Code). The issue of the Securities to Buyer or its designated Affiliates and the consummationof all other transactions contemplated by the Transaction Documents should not result in the imposition or assessment of Taxes on theIssuer Group. Notwithstanding anything to the contrary contained here, the Issuer makes no representations or warranties regarding theamount, value or condition of, or any limitations on, any Tax asset or attribute of the Issuer Group (e.g., net operating losses). Notwithstandinganything to the contrary contained here, Tax Representations (other than the Tax Representations made in the seventh and eighth sentencesof this Section 3.20) are made solely with respect to taxable periods (or portions thereof) ending on or before the applicable ReserveRelease Closing, 2025-A Financing Closing or 2025-A2 Financing Closing, as applicable.”

(g) Anew Article 11B (Conditions to 2025-A2 Financing Closing) is hereby inserted immediately following Article 11A (Conditionsto 2025-A Financing Closing) as follows:

“ARTICLE11B Conditions to 2025-A2 Financing Closing

Section11B.01 Buyer’s Conditions to a 2025-A2 Financing Closing

Theobligations of Buyer or its designated Affiliates to consummate the transactions contemplated by this Agreement with respect to a 2025-A2Financing Closing are subject, at the option of Buyer or its designated Affiliates, to the fulfillment or waiver by Buyer or its designatedAffiliates, on or prior to such 2025-A2 Financing Closing of each of the following conditions (collectively, the “2025-A2 FinancingFunding Conditions Precedent”):

(a)Representations. The representations and warranties of the Issuer contained in this Agreement (other than the Designated IssuerRepresentations) shall be true and correct in all respects in each case on and as of such 2025-A2 Financing Closing Date with the sameforce and effect as though such representations and warranties had been made on such 2025-A2 Financing Closing Date (except for suchrepresentations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true andcorrect as of such earlier date, or as otherwise permitted to be changed by the terms hereof), without giving effect to any limitationas to “materiality,” “material adverse effect” or similar qualifiers set forth therein, except for those breaches,if any, of such representations and warranties that in the aggregate could not have a material adverse effect on the business of theIssuer Group or Issuer’s ability to timely consummate the transactions contemplated by this Agreement.

(b)Further Representations. The Designated Issuer Representations shall be true and correct in all respects except for de minimisinaccuracies in each case on and as of such 2025-A2 Financing Closing Date with the same force and effect as though such representationsand warranties had been made on such 2025-A2 Financing Closing Date (except for such representations and warranties which by their expressprovisions are made as of an earlier date, in which case they shall be true and correct as of such earlier date).

(c)Performance. The Issuer shall have performed, observed or complied with, in all material respects, all obligations, agreementsand covenants contained in this Agreement as to which performance or compliance by the Issuer is required prior to or at such 2025-A2Financing Closing Date.

(d)No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to any member of the Issuer Group andno Applicable Law with respect to any member of the Issuer Group shall have been proposed, passed or adopted, which could, or could reasonablybe expected to, prohibit, ban or otherwise make uneconomic the operation of the Business.

(e)No Intercompany Indebtedness. Except for Indebtedness between Carbon Revolution Operations and Carbon Revolution (USA) LLC arisingin connection with employee lease agreements in place with respect to employees employed by Carbon Revolution (USA) LLC or any PermittedIntercompany Indebtedness, no Indebtedness between or among any member(s) of the Issuer Group, on the one hand, and any other memberof the Issuer Group or any of their Affiliates, on the other hand, shall remain outstanding or otherwise exist.

(f)No Legal Proceedings. No Action instituted by any Person (other than Buyer or any Affiliate of Buyer) shall be pending beforeany Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with,the transactions contemplated by this Agreement. No order, award or judgment shall have been issued by any Governmental Authority orarbitrator to restrain, prohibit, enjoin or declare illegal, or awarding substantial damages in connection with, the transactions contemplatedby this Agreement, and no statute, rule, regulation or other requirement has been promulgated or enacted and is in effect, that on atemporary or permanent basis restrains, enjoins or invalidates the transactions contemplated by this Agreement.

(g)Stock Exchange Quotation; Qualification. The Ordinary Shares are listed on the NYSE American or Nasdaq. Except as set forth inthe SEC Documents, no suspension of the qualification of the Ordinary Shares for offering or sale or trading in any jurisdiction and,to the Issuer’s knowledge, no initiation nor threatening of any proceedings for any of such purposes, has occurred and is continuingas of such 2025-A2 Financing Closing. On or prior to the New Fiscal Year Commencement, the Issuer is a “foreign private issuer”under the rules and regulations of the SEC that is permitted to follow, and in connection with the transactions contemplated by AmendmentNo. 1, is relying upon, its home country practice in lieu of the requirements of the Rule 5600 Series of the NASDAQ listing rules asin effect on the date of Amendment No. 1; provided, however, that the Issuer shall make a new determination as to whether the Issuerqualifies as a “foreign private issuer” based upon information as of December 31, 2025 (the “Remeasurement Date”),with effect beginning on July 1, 2026 (the “New Fiscal Year Commencement”).

(h)Officer’s Certificate. An authorized officer of the Issuer shall execute and deliver a certificate dated as of such 2025-A2Financing Closing Date certifying on behalf of the Issuer that the conditions set forth in Section 11B.01(a)-(g) have been fulfilledby the Issuer and, if applicable, any exceptions to such conditions that have been waived by Buyer.

(i)2025-A2 Financing Closing Deliverables. The Issuer shall have delivered (or be ready, willing and able to deliver at such 2025-A2Financing Closing) to Buyer the documents and other items required to be delivered by the Issuer under Section 2.12(b).

Section11B.02 Issuer’s Conditions to a 2025-A2 Financing Closing.

Theobligations of the Issuer, Carbon Revolution Operations, any of their subsidiaries or Affiliates, or their respective successors to consummatethe issuance of the applicable 2025-A2 Acquired Interests hereunder is subject, at the option of the Issuer, to the fulfillment by Buyeror waiver by the Issuer, on or prior to such 2025-A2 Financing Closing of each of the following conditions:

(a)Representations. The representations and warranties of Buyer contained in this Agreement (other than the Designated Buyer Representations)shall be true and correct in all respects in each case on and as of such 2025-A2 Financing Closing Date with the same force and effectas though such representations and warranties had been made on such 2025-A2 Financing Closing Date (except for such representations andwarranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct as of suchearlier date, or as otherwise permitted to be changed by the terms hereof), without giving effect to any limitation as to “materiality,”“material adverse effect” or similar qualifiers set forth therein, except for those breaches, if any, of such representationsand warranties that in the aggregate could not reasonably be expected to have a material adverse effect on Buyer’s ability to timelyconsummate the transactions contemplated by this Agreement.

(b)Further Representations. The Designated Buyer Representations shall be true and correct in all respects except for de minimisinaccuracies in each case on and as of such 2025-A2 Financing Closing Date with the same force and effect as though such representationsand warranties had been made on such 2025-A2 Financing Closing Date (except for such representations and warranties which by their expressprovisions are made as of an earlier date, in which case they shall be true and correct as of such earlier date).

(c)Performance. Buyer shall have performed, observed or complied, in all material respects, with all obligations, agreements andcovenants contained in this Agreement as to which performance or compliance by Buyer is required prior to or at such 2025-A2 FinancingClosing Date.

(d)No Legal Proceedings. No Action instituted by any Person (other than the Issuer or any of its Affiliate) shall be pending beforeany Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with,the transactions contemplated by this Agreement. No order, award or judgment shall have been issued by any Governmental Authority orarbitrator to restrain, prohibit, enjoin or declare illegal, or awarding substantial damages in connection with, the transactions contemplatedby this Agreement, and no statute, rule, regulation or other requirement has been promulgated or enacted and is in effect, that on atemporary or permanent basis restrains, enjoins or invalidates the transactions contemplated by this Agreement.

(e)2025-A2 Financing Closing Deliverables. Buyer shall have delivered (or be ready, willing and able to deliver at such 2025-A2 FinancingClosing) to the Issuer the documents and other items, including immediately available funds by wire transfer in respect of the such 2025-A2Financing Closing, required to be delivered by Buyer under Section 2.12(a).”

Section2. Representations, Warranties and Covenants.Issuer represents and warrants and covenants that immediately before and after giving effect to this Amendment: (i) except as disclosedin writing to Buyer in (1) Schedule A to Amendment No. 2 to Securities Purchase Agreement, dated as of May 24, 2024, (2) Schedule A toAmendment No. 3 to Securities Purchase Agreement, dated as of June 21, 2024, (3) Schedule A to Amendment No. 4 to Securities PurchaseAgreement, dated as of December 20, 2024 and (4) Schedule A to Amendment No. 6 to Securities Purchase Agreement, dated as of October31, 2025, each to supplement the Disclosure Schedule as of September 21, 2023, each of the representations and warranties contained inthe Securities Purchase Agreement and in any other document furnished in connection therewith is true and correct in all material respects(provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect”or similar language is true and correct in all respects) on the date hereof (provided, that those representations and warranties expresslyreferring to a specific date are true and correct in all material respects (or in all respects, if such representation and warranty isqualified as to “materiality”, “Material Adverse Effect” or similar language) as of such date); and (ii) no materialdefault or the occurrence of any event that, with notice or lapse of time or both, could constitute a material default has occurred andis continuing or would exist after giving effect to this Amendment.

Section3. Miscellaneous. The provisions of Sections14.01 (Notices), 14.02 (Amendments and Waivers), 14.04 (Successors and Assigns), 14.05 (Governing Law), 14.06(Jurisdiction), 14.07 (Waiver of Jury Trial), 14.08 (Counterparts; Effectiveness; Third Party Beneficiaries), 14.09(Electronic Signatures), 14.10 (Entire Agreement), 14.11 (Severability), 14.13 (Specific Performance) and14.15 (Arm’s Length Transaction) of the Securities Purchase Agreement are incorporated herein and shall apply, mutatismutandis, to this Amendment.

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INWITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized,as of the date first above written.

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ScheduleA

Disclosures

Exhibit99.2

ExecutionVersion

FIFTHSUPPLEMENTAL INDENTURE

THISFIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of October 31, 2025, is made by and betweenCarbon Revolution Operations Pty Ltd ACN 154 435 355, a company limited by shares and incorporated in Australia (the “Issuer”),and UMB Bank, National Association, solely in its capacity as trustee (the “Trustee”).

WI T N E S S E T H

WHEREAS,the Issuer and the Trustee are parties to that certain Trust Indenture, dated as of May 23, 2023, by and between the Issuer and the Trustee(as amended by that certain First Supplemental Indenture dated as of September 11, 2023, that certain Second Supplemental Indenture datedas of May 24, 2024 (the “Second Supplemental Indenture”), that certain Third Supplemental Indenture dated as of June21, 2024 (the “Third Supplemental Indenture”), that certain Fourth Supplemental Indenture dated as of December 20,2024 (the “Fourth Supplemental Indenture”), and as may be further amended, restated, supplemented or otherwise modifiedfrom time to time, the “Indenture”);

WHEREAS,pursuant to the Indenture, as of the date hereof, the Issuer has issued Carbon Revolution Operations Pty Ltd Fixed Rate Senior Notes,Series 2023-A (Collateralized Loan Insurance Program) (the “Series 2023-A Notes”), Carbon Revolution Operations PtyLtd Fixed Rate Senior Notes, Series 2024-A (the “Series 2024-A Notes”) and Carbon Revolution Operations Pty Ltd FixedRate Senior Notes, Series 2025-A (the “Series 2025-A Notes”);

WHEREAS,the Issuer has received consents from the Insurer, certain Noteholders of the Series 2023-A Notes (the “Consenting 2023-A NotesNoteholders”) and each Noteholder of the Series 2024-A Notes and the Series 2025-A Notes (together with the Consenting 2023-ANotes Noteholders, the “Consenting Noteholders”), constituting a Majority of the Noteholders, to the proposed consentsand amendments to the Indenture set forth herein;

WHEREAS,pursuant to the Indenture, the Issuer and the Trustee (at the Issuer’s direction and further at the direction of the ConsentingNoteholders) have agreed to enter into this Fifth Supplemental Indenture for the purposes stated herein;

WHEREAS,this Fifth Supplemental Indenture is entered into for the purpose of, among other things, (i) authorizing the issuance of up to, fromtime to time, $7,000,000 aggregate initial principal amount of Series 2025-A2 Notes (the “Series 2025-A2 Notes”),(ii) extending the Cash Interests Suspension Period for the payment in kind of certain interest payments due and payable and (iii) amendingcertain terms, rights and privileges relating to the Series 2023-A Notes, the Series 2024-A Notes, the Series 2025-A Notes and the CarbonRevolution Operations Pty Ltd Fixed Rate Senior Notes, Series 2025-B (the “Last Out Notes”);

WHEREAS,for the avoidance of doubt, the express intention of the parties hereto is that the effect of this Fifth Supplemental Indenture on (a)the Indenture is to amend and supplement the Indenture but not to rescind the Indenture and (b) the Series 2023-A Notes, Series 2024-ANotes and Series 2025-A Notes is to amend, supplement and/or modify certain terms of the Series 2023-A Notes, Series 2024-A Notes andSeries 2025-A Notes but not effect a re-issuance or replacement of the Series 2023-A Notes or Series 2024-A Notes or Series 2025-A NotesOutstanding as of the date hereof; and

WHEREAS,all things necessary have been done to make this Fifth Supplemental Indenture, when executed and delivered by the Issuer, the legal,valid and binding agreement of the Issuer, in accordance with its terms.

NOWTHEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,the Issuer and the Trustee mutually covenant and agree as follows:

ARTICLEI.
SUPPLEMENT; DEFINITIONS

Section1.01 Supplement. This Fifth Supplemental Indenture shall be deemed to form a part of, and shall be construed in connection withand as part of, the Indenture for any and all purposes, and every Noteholder heretofore or hereafter authenticated and delivered underthe Indenture shall be bound hereby.

Section1.02 [Reserved]

Section1.03 Definitions.

“CashInterests Suspension Period” shall mean the period commencing on the date on which (x) the aggregate initial principal amountof Series 2025-A Notes and Last Out Notes Outstanding first reach $25,000,000.00 and (y) the aggregate amount of the Additional 2023-ATerm Advance first reaches $2,000,000.00, and ending on July 15, 2026. Notwithstanding anything to the contrary herein, Cash InterestsSuspension Period shall be in effect solely to the extent, (i) no Holder of any Series 2024-A Notes, Series 2025-A Notes, the Last OutNotes or Series 2025-A2 Notes shall receive any interest payment in cash during such Cash Interests Suspension Period, and (ii) the 2023-AFourth Supplemental Warrants shall have been issued to each Holder of the Series 2023-A Notes (or its designees) or the Trustee, as applicable.The Issuer shall deliver an Officer’s Certificate to the Trustee (i) upon the commencement of the Cash Interests Suspension Period,certifying as to the date on which the Cash Interests Suspension Period began, and (ii) upon the termination of the Cash Interests SuspensionPeriod, certifying as to the date on which the Cash Interest Period ended.

“Disbursement”shall mean the disbursement of proceeds of the Series 2023-A Notes and/or the Series 2024-A Notes and/or the Last Out Notes and/or theSeries 2025-A Notes and/or Series 2025-A2 Notes made by the Disbursing Agent pursuant to the Proceeds Disbursing Agreement.

“EarlyRedemption” shall mean the redemption of all or a portion of the Series 2023-A Notes, Series 2024-A Notes, Last Out Notes,the Series 2025-A Notes, the Series 2025-A2 Notes prior to the Stated Maturity Date that constitutes a Prepayment Redemption, a SpecialRedemption or an Extraordinary Redemption, as described in Section 2.13 of the Indenture.

“EarlyRedemption Date” shall mean the date, prior to the Stated Maturity Date, on which an Early Redemption of the Series 2023-ANotes, the Series 2024-A Notes, Last Out Notes, the Series 2025-A Notes and the Series 2025-A2 Notes occurs.

“InterestPeriod” shall mean with respect to any Note, the period commencing on and including an Note Interest Payment Date and endingon and including the day immediately preceding the next succeeding Note Interest Payment Date (with the exception that (a) with respectto the Series 2023-A Notes, the first Interest Period shall commence on and include the Delivery Date, (b) with respect to any Series2024-A Notes, the first Interest Period for such Series 2024-A Notes shall commence on and include the 2024-A Notes Delivery Date forsuch Series 2024-A Note, (c) with respect to any Last Out Note, the first Interest Period for such Last Out Note shall commence on andinclude the Last Out Notes Delivery Date for such Last Out Note, (d) with respect to any Series 2025-A Note, the first Interest Periodfor such Series 2025-A Note shall commence on and include the Series 2025-A Notes Delivery Date for such Series 2025-A Note and (e) withrespect to any Series 2025-A2 Note, the first Interest Period for such Series 2025-A2 Note shall commence on and include the Series 2025-A2Notes Delivery Date for such Series 2025-A2 Note, and in each case, shall end on and include the day immediately preceding the firstscheduled Note Interest Payment Date with respect to such Note).

“Majorityof the Noteholders” shall mean Noteholders of a majority of the aggregate principal amount of the Outstanding Notes (or allNoteholders of the aggregate principal amount of the Outstanding Series 2023-A Notes in the case of changes to the Insurance Policy),each by instruments filed with the Trustee and, solely with respect to the matters set forth in Section 6.11, subject to reasonable consultationwith OIC, the Holders of Series 2024-A Notes, Holders of Last Out Notes, Holders of Series 2025-A Notes and Holders of Series 2025-A2Notes, as applicable, pursuant to Section 6.11. Notwithstanding anything to the contrary herein, at all times, the Majority of the Noteholdersshall require the Noteholders of a majority of the aggregate principal amount of the Outstanding Series 2023-A Notes.

“MinimumNoteholder Percentage” shall mean, in the aggregate, the Noteholders of at least seventy-five percent (75%) of the principalamount of all Outstanding Notes and, solely with respect to the matters set forth in Section 6.11, subject to reasonable consultationwith OIC, the Holders of Series 2024-A Notes, Holders of Last Out Notes, Holders of Series 2025-A Notes and Holders of the Series 2025-A2Notes, as applicable, pursuant to Section 6.11. Notwithstanding anything to the contrary herein, at all times, the Minimum NoteholderPercentage shall require the Noteholders of a majority of the aggregate principal amount of the Outstanding Series 2023-A Notes.

“NotePurchaser” shall mean (i) any entity that purchases the Series 2023-A Notes from the Issuer through the placement of the PlacementAgent, (ii) any entity that purchases the Series 2024-A Notes from the Issuer, (iii) any entity that purchases Last Out Notes from theIssuer, (iv) any entity that purchases the Series 2025-A Notes from the Issuer and (v) any entity that purchases the Series 2025-A2 Notesfrom the Issuer.

“Notes”shall mean Series 2023-A Notes, Series 2024-A Notes, Last Out Notes, Series 2025-A Notes, Series 2025-A2 Notes, Replacement Notes orSurrendered Notes, as such terms are defined in Article II of this Indenture.

“OIC”shall mean OIC Structured Equity Fund I GPFA Range, LLC, a Delaware limited liability company, OIC Structured Equity Fund I Range, LLC,a Delaware limited liability company, OIC Structured Equity Fund I Main Range, LLC, a Delaware limited liability company, and any andall of their Affiliates that are (or may become) Holders of any Series 2024-A Notes, Last Out Notes, Series 2025-A Notes or Series 2025-A2Notes.

“PIKInterest” shall mean the payment of interest in-kind by adding to the principal amount of the corresponding Series of Note(including for the avoidance of doubt, (i) in the manner set forth in Section 2.03 of the Fourth Supplemental Indenture for the Series2023-A Notes, (ii) in the manner set forth in Section 2.04(d) of the Second Supplemental Indenture for the Series 2024-A Notes, (iii)in the manner set forth in Section 2.04(d) of the Third Supplemental Indenture for the Last Out Note, (iv) in the manner set forth inSection 2.04(d) of the Fourth Supplemental Indenture for the Series 2025-A Notes and (v) in the manner set forth in Section 2.04(d) ofthis Fifth Supplemental Indenture for the Series 2025-A2 Notes).

“ReplacementNotes” shall mean notes issued to replace Series 2023-A Notes, Series 2024-A Notes, Last Out Notes, Series 2025-A Notes, Series2025-A2 Notes, as the case may be, as provided in Section 2.05 of this Indenture.

“Series”shall mean each series of debentures, notes or other debt instruments of the Issuer created, including for the avoidance of doubt, pursuantto Section 2.01 of the Indenture or Section 2.02 of the Second Supplemental Indenture, Section 2.02 of the Third Supplemental Indenture,Section 2.01 of the Fourth Supplemental Indenture or Section 2.01 of this Fifth Supplemental Indenture.

“2025-A2Exit Premium” shall mean, with respect to any Series 2025-A2 Notes as of any reference date and as consideration for undertakingsby OIC related to the transactions contemplated in this Fifth Supplemental Indenture, (v) the aggregate principal amount of all Series2025-A2 Note Proceeds prior to such reference date multiplied by two (2) plus (w) without duplication of any amount included clause (v),all accrued and unpaid interest on Series 2025-A2 Notes (other than, for the avoidance of doubt, any interest that has been paid in kindand added to the principal amount of the Series 2025-A2 Notes) as of such reference date multiplied by two (2) minus (x) the sum of allinterest payments paid in cash on such Series 2025-A2 Note on or before such reference date minus (y) the full principal amount of suchSeries 2025-A2 Notes, together with interest accrued and unpaid thereon to such reference date, to be paid on or before such referencedate minus (z) the sum of all fees (excluding restructuring or similar fees paid to any Holder of the Series 2025-A2 Notes in connectionwith this Fifth Supplemental Indenture) paid in cash on account of any Series 2025-A2 Note on or before such reference date.

“FifthSupplemental Indenture” shall mean that certain Fifth Supplemental Indenture, dated as of October 31, 2025, by and betweenthe Issuer and the Trustee.

“InitialSeries 2025-A2 Notes” has the meaning set out in Section 2.10 of this Fifth Supplemental Indenture.

“Series2025-A2 Note(s)” has the meaning set out in Section 2.01 of this Fifth Supplemental Indenture.

“Series2025-A2 Notes Delivery Date” shall mean any date on which Series 2025-A2 Notes are issued.

“Series2025-A2 Note Proceeds” has the meaning set out in Section 3.14 of this Fifth Supplemental Indenture.

“Series2025-A2 Authentication Order” shall mean a written order of the Issuer, delivered to the Trustee, instructing the Trustee toauthenticate and deliver Series 2025-A2 Notes, substantially in the form and substance attached as Exhibit C to this Fifth SupplementalIndenture.

“Series2025-A2 Investor Letter” has the meaning set out in Section 2.07 of this Fifth Supplemental Indenture.

ARTICLEII.
THE NOTES

Section2.01 Issuance of Series 2025-A2 Notes

(i) inthe event the preceding clause (3) is the earliest to occur, the payment of the 2025-A2 Exit Premium shall be in the Holder’s solediscretion;

(ii) the2025-A2 Exit Premium shall only be payable after the payment in full in cash of the principal amount and any accrued and unpaid interest(including the 2023-A Exit Premium) due on any Outstanding Series 2023-A Notes, Series 2024-A Notes, Series 2025-A Notes and Series 2025-A2Notes;

(iii) priorto the payment of the 2025-A2 Exit Premium, the Trustee shall have first received an Officer’s Certificate from the Issuer certifyingthat such fee has become due and payable; and

(iv) foravoidance of doubt, notwithstanding anything to the contrary herein or in the Indenture, the 2023-A Fourth Supplemental Exit Premium,2025-A Exit Premium, 2024-A Exit Premium and 2025-A2 Exit Premium shall be paid on a pro rata basis, as applicable.

Section2.02 Amendment of Section 2.04(b) of the Fourth Supplemental Indenture. Section 2.04(b) of the Fourth Supplemental Indenture ishereby amended and restated as follows:

(i) inthe event the preceding clause (3) is the earliest to occur, the payment of the 2025-A Exit Premium shall be in the Holder’s solediscretion;

(ii) the2025-A Exit Premium shall only be payable after the payment in full in cash of the principal amount and any accrued and unpaid interest(including the 2023-A Exit Premium) due on any Outstanding Series 2023-A Notes, Series 2024-A Notes, Series 2025-A Notes and Series 2025-A2Notes;

(iii) priorto the payment of the 2025-A Exit Premium, the Trustee shall have first received an Officer’s Certificate from the Issuer certifyingthat such fee has become due and payable; and

(iv) foravoidance of doubt, notwithstanding anything to the contrary herein or in the Indenture, the 2023-A Fourth Supplemental Exit Premium,2025-A Exit Premium, 2024-A Exit Premium and 2025-A Exit Premium shall be paid on a pro rata basis, as applicable.

Section2.03 Amendment of Section 2.04 of the Indenture. (a) Section 2.04 of the Indenture is hereby amended and restated as follows:

“Section2.04 Denomination; Medium of Payment.

TheSeries 2023-A Notes are being offered and placed by the Placement Agent on behalf of the Issuer directly to the Note Purchasers pursuantto a Private Placement Memorandum dated May 23, 2023 (the “Private Placement Memorandum”), which Private Placement Memorandumhas been authorized and signed by the Issuer. The Series 2023-A Notes shall be issuable only as fully-registered notes without couponsin Authorized Denominations. The Series 2023-A Notes shall be substantially in the form set forth in Exhibit A to the Indenture (andnot, for the avoidance of doubt, Exhibit A to the Second Supplemental Indenture) with such variations, insertions, or omissions as areappropriate and not inconsistent therewith. Principal of and interest on the Series 2023-A Notes shall be payable in the amounts, atthe rates, and at such times as set forth in Exhibit A to the Indenture and in any coin or currency of the United States of America thatat the time of payment is legal tender for the payment of public and private debts; provided however, that (i) if the Issuerhas notified the Noteholders and the Trustee in writing on the first day of each Interest Period whether it elects to pay PIK Interestor is otherwise deemed to have elected to pay PIK Interest with respect to any Series 2024-A Notes, then the 2023-A PIK Fee shall accrueon each Series 2023-A Notes for the applicable period in which such PIK Interest is elected; provided that if the Issuer does not sotimely elect the form of interest payment, then the Issuer will be deemed to have selected to pay the 2023-A PIK Fee as PIK Interest(and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default), and (ii)solely during the Cash Interests Suspension Period and so long as all cash interest payments due and payable during the applicable periodon all Notes (other than Series 2023-A Notes) are also paid in kind, all accrued interest with respect to the Series 2023-A Notes shallbe paid in kind by adding to the principal amount of each Series of 2023-A Notes in the manner set forth in Section 2.04 of the Indenture(together with, for the avoidance of doubt, the 2023-A PIK Fee and the 2023-A Fourth Supplemental PIK Fee for the applicable period).Notwithstanding anything to the contrary herein or in the Notes, in addition to the principal and interest on the Series 2023-A Notesas set forth in Exhibit A to the Indenture, the 2023-A Exit Premium (including, for the avoidance of doubt, the 2023-A PIK Fee), andthe 2023-A Fourth Supplemental Exit Premium shall be payable on the final Note Interest Payment Date (being the Stated Maturity Dateof the Series 2023-A Notes). The Issuer agrees to deliver a written order to the Trustee no later than five (5) Business Days prior toeach Note Interest Payment Date with respect to which the Issuer has elected to pay PIK Interest, stating the amount of accrued and unpaidPIK Interest payable on each Series 2023-A Note for the applicable Interest Period to the nearest cent (with half of one cent roundedupward), together with all other information requested by the Trustee or any Holder in order to allocate such payment (it being understoodand agreed that the 2023-A PIK Fee shall be increased by an amount equal to such PIK Interest on such Note Interest Payment Date ratherthan increasing the principal balance on such Note Interest Payment Date). The Trustee shall be entitled to rely upon such written orderfrom the Issuer (without incurring any liability), including any and all amounts, calculations, and/or other information contained insuch written order without any obligation to further review, analyze, verify, confirm, and/or investigate any such information containedtherein.”

(b)Notwithstanding anything to the contrary herein or in the Notes, in addition to the principal and interest on the Series 2023-A Notesas set forth in Exhibit A to the Indenture, the 2023-A Fourth Supplemental Exit Premium shall be due and payable at the earliest of (1)any redemption of the Series 2023-A Notes, including a bona fide refinancing of the Series 2023-A Notes, a Bankruptcy Event, or as partof any other exercise of remedies by the Noteholders, (2) a bona fide sale of the Issuer and/or its subsidiaries as a going concern and(3) on the final Note Interest Payment Date (being the Stated Maturity Date of the Series 2023-A Notes); provided that:

(i) inthe event the preceding clause (3) is the earliest to occur, the payment of the 2023-A Fourth Supplemental Exit Premium shall be in theHolder’s sole discretion;

(ii) the2023-A Fourth Supplemental Exit Premium shall only be payable after the payment in full in cash of the principal amount and any accruedand unpaid interest (including the 2023-A Exit Premium) due on any Outstanding Series 2023-A Notes, Series 2024-A Notes, Series 2025-ANotes and Series 2025-A2 Notes;

(iii) priorto the payment of the 2023-A Fourth Supplemental Exit Premium, the Trustee shall have first received an Officer’s Certificate fromthe Issuer certifying that such fee has become due and payable; and

(iv) foravoidance of doubt, notwithstanding anything to the contrary herein or in the Indenture, the 2023-A Fourth Supplemental Exit Premium,2025-A Exit Premium, 2024-A Exit Premium and 2025-A2 Exit Premium shall be paid on a pro rata basis, as applicable.

Section2.04 Denomination; Medium of Payment of Series 2025-A2 Notes.

Section2.05 [Reserved]

Section2.06 [Reserved]

Section2.07 Registration, Transfer and Exchange of Series 2025-A2 Notes. Each initial purchaser of a Series 2025-A2 Note shall providean investor letter in the form attached to this Fifth Supplemental Indenture as Exhibit B (the “Series 2025 InvestorLetter”). Any Noteholder who purchases or otherwise acquires a Series 2025-A2 Note or Beneficial Ownership Interest or anyother interest in a Series 2025-A2 Note, by its acquisition of such a Series 2025-A2 Note or interest in a Series 2025-A2 Note, whetherupon original issuance or subsequent transfer, is deemed to have represented to and agreed with the Issuer and the Trustee paragraphs3, 7 and 11 of the Series 2025 Investor Letter set forth in Exhibit B to this Fifth Supplemental Indenture.

Section2.08 [Reserved]

Section2.09 [Reserved]

Section2.10 Delivery of Series 2025-A2 Notes.

(i) certifiedcopies of the resolutions adopted by the authorized officials of the Issuer, if any, authorizing the execution and delivery of the TransactionDocuments to which the Issuer is party and the issuance of any applicable Series 2025-A2 Notes;

(ii) copiesof the Ninth Amendment to Proceeds Disbursing and Security Agreement;

(iii) suchInitial Series 2025-A2 Notes executed by the Issuer;

(iv) aSeries 2025-A2 Authentication Order, substantially in the form and substance attached as Exhibit C to the Fifth Supplemental Indenture;

(v) anopinion or opinions of counsel to the Issuer, the Trustee, and the Co-Obligors in form and substance reasonably satisfactory to the Trustee(including due execution, enforceability and no conflicts opinions); and

(vi) suchfurther opinions and instruments as are reasonably required by the Trustee.

(i) certifiedcopies of the resolutions adopted by the authorized officials of the Issuer, if any, authorizing the execution and delivery of the issuanceof the additional Series 2025-A2 Notes;

(ii) suchadditional Series 2025-A2 Notes executed by the Issuer;

(iii) aSeries 2025-A2 Authentication Order, substantially in the form and substance attached as Exhibit C to this Fifth SupplementalIndenture;

(iv) anopinion or opinions of counsel to the Issuer and the Co-Obligors in form and substance reasonably satisfactory to the Trustee; and

(v) suchfurther opinions, certificates, and instruments as are reasonably required or requested by the Trustee.

Section2.11 Amendment of Section 2.11 of the Indenture. Section 2.11 of the Indenture is hereby amended and restated as follows:

“Section2.11 Security. The payments of principal of and interest on the Series 2023-A Notes, Series 2024-A Notes, Last Out Notes, Series2025-A Notes, Series 2025-A2 Notes shall be secured by the Trust Estate, including an assignment by the Trustee to the Servicer of theProceeds Disbursing Agreement, including all Obligor Payments and other amounts payable to the Trustee under the Proceeds DisbursingAgreement, the cash balances in the Payment Reserve Fund and other funds maintained by the Trustee, provided that notwithstandinganything contrary to the foregoing, the Payment Reserve Fund and the Insurance Proceeds Fund and the funds deposited therein shall befor the sole benefit of the Series 2023-A Notes, and shall not secure payments of principal of and interest on the Series 2024-A Notes,Last Out Notes, Series 2025-A Notes and Series 2025-A2 Notes. In addition, as provided in the Insurance Policy, to the extent other amountsare insufficient to pay debt service on the Series 2023-A Notes, when due, payments made by the Insurer under the Insurance Policy maybe used to make such payments. All funds established in this Indenture for the benefit of the Series 2023-A Notes are pledged and assignedunder the Transaction Documents for the equal and proportionate benefit of the Holders of the Series 2023-A Notes, and, except as otherwiseprovided in the Transaction Documents, may be used for no purpose other than payment of the Series 2023-A Notes. All funds establishedin this Indenture for the benefit of the Series 2024-A Notes, the Last Out Notes, Series 2025-A Notes and Series 2025-A2 Notes (exceptwith respect to any amount of an Insurance Payment that is transferred to such fund) are pledged and assigned under the Transaction Documentsfor the equal and proportionate benefit of the Holders of the Series 2024-A Notes, the Last Out Notes, Series 2025-A Notes and Series2025-A2 Notes, respectively, and, except as otherwise provided in the Transaction Documents (including subject to the terms of the LastOut Subordination Agreement), may be used for no purpose other than payment of the Series 2024-A Notes, the Last Out Notes, Series 2025-ANotes and Series 2025-A2 Notes. The obligation of the Issuer to abide by the terms of the Indenture and the Notes shall be absolute andunconditional and shall not be subject to any defense or any right of set off, counterclaim or recoupment arising out of any breach bythe Trustee or any Noteholder of any obligation to the Issuer or otherwise with respect to the Notes or out of any indebtedness or liabilityat any time owing to the Issuer by the Trustee. Until such time as all of the Notes shall have been fully paid or redeemed, the Issuerwill not suspend or discontinue any payments provided for herein. Notwithstanding the foregoing, the Issuer’s obligation to makepayments on the Notes is limited to the components of the Trust Estate. If the sources comprising the Trust Estate do not provide fundssufficient to make payments on the Notes, the Issuer is under no obligation to make such payments. For the avoidance of doubt, the Issuerhas an obligation to make all payments in accordance with the Transaction Documents, including the outstanding principal and accruedinterest on the Notes. Pursuant to the Trustee Services Agreement, the Trustee has assigned the Trust Estate to the Servicer, other thanthe Insurance Policy, which has been issued directly to the Trustee as Named Insured. For the avoidance of doubt, notwithstanding anythingto the contrary herein, all amounts paid by the Insurer under the Insurance Policy, including amounts deposited in the Insurance ProceedsFund that are subsequently transferred to the Debt Service Fund, shall be applied solely to the payment of the Series 2023-A Notes.”

ARTICLEIII.
ESTABLISHMENT OF FUNDS; APPLICATION OF PROCEEDS; INVESTMENTS

Section3.01 [Reserved]

Section3.02 [Reserved]

Section3.03 [Reserved]

Section3.04 Note Proceeds Fund. There is hereby created in connection with the Series 2025-A2 Notes, a Note Proceeds Fund. Unless otherwiseprovided by Section 3.14 below, all net proceeds of each sale of the Series 2025-A2 Notes shall be deposited into the Series 2025-A2Note Proceeds Fund on each Series 2025-A2 Notes Delivery Date, respectively, and disbursed as provided in Section 3.14 of thisFifth Supplemental Indenture.

Section3.05 [Reserved]

Section3.06 [Reserved]

Section3.07 [Reserved]

Section3.08 [Reserved]

Section3.09 [Reserved]

Section3.10 [Reserved]

Section3.11 [Reserved]

Section3.12 [Reserved]

Section3.13 [Reserved]

Section3.14 Disbursed Amount and Flow of Funds on Delivery Date.

ARTICLEIV.
DISBURSEMENT, CO-OBLIGOR PAYMENTS AND PREPAYMENT REDEMPTION

Section4.01 [Reserved]

ARTICLEV.
RELEASE OF PAYMENT RESERVE FUND AND ADDITIONAL TERM ADVANCE

Section5.01 [Reserved]

ARTICLEVI.
EVENTS OF DEFAULT AND REMEDIES THEREFOR

Section6.01 [Reserved]

Section6.02 [Reserved]

Section6.03 [Reserved]

Section6.04 [Reserved]

Section6.05 [Reserved]

Section6.06 [Reserved]

Section6.07 Amendment to Section 6.07. Section 6.07 of the Indenture is hereby amended and restated in its entirety as follows:

“Section6.07 Application of Moneys. Notwithstanding anything to the contrary within this Indenture, the Disbursement Documents, the LastOut Subordination Agreement, or the Trust Transaction Documents, all moneys received by the Trustee pursuant to any right given or actiontaken under the provisions of this Indenture or under any of the other Transaction Documents including any proceeding at law or in equityto enforce the provisions of and foreclose, realize, levy or execute upon all items of collateral hereunder, together with all fundsheld by the Trustee hereunder, shall be deposited in the Debt Service Fund and, after payment of all of the fees, costs and expenses(including attorneys’ fees and expenses) relating to the proceedings resulting in the collection of such moneys and of the expenses,liabilities and advances incurred or made by the Trustee (or the Servicer, if applicable) including reasonable attorneys’ fees,and all other outstanding fees and expenses of and indemnities owing to the Trustee (or the Servicer, if applicable) incurred under theSecond Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture,the Indenture, the Disbursement Documents, and/or the Trust Transaction Documents, or otherwise in connection with such actions, andthereafter any fees, expenses, liabilities and advances due to, or incurred or made by, the Paying Agent and the Registrar (and, if applicable,the Servicer), such moneys thereafter shall be applied in the order set forth below:

(a) Unlessthe principal of all Series 2023-A Notes, Series 2024-A Notes, Series 2025-A Notes and Series 2025-A2 Notes shall have become or beendeclared due and payable, all such moneys (other than any Insurance Payments, which shall be applied solely to the payment of the Series2023-A Notes) shall be applied to the ratable payment of all installments of cash interest then due on the Series 2023-A Notes (includingthe 2023-A Exit Premium, if such fee has become or been declared due and payable), Series 2024-A Notes (other than the 2024-A Exit Premium),Series 2025-A Notes (other than the 2025-A Exit Premium) and Series 2025-A2 Notes (other than 2025-A2 Exit Premium) on a pro rata basisrelative to each series of Notes, and, if the amount available shall not be sufficient to pay in full all such amounts, then to the ratablepayment of all such amounts so due and the portion thereof allocable to the installments of interest shall be applied in order of priorityfirst to installments past due for the longest period;

(b) Ifthe principal of all the Series 2023-A Notes, Series 2024-A Notes, Series 2025-A Notes and Series 2025-A2 Notes shall have become orbeen declared due and payable, all such moneys (other than any Insurance Payments, which shall be applied solely to the payment of theSeries 2023-A Notes) shall be applied to the payment of the principal then due and unpaid upon the Series 2023-A Notes (including the2023-A Exit Premium), Series 2024-A Notes (other than the 2024-A Exit Premium), Series 2025-A Notes (other than the 2025-A Exit Premium)and Series 2025-A2 Notes (other than 2025-A2 Exit Premium) on a pro rata basis relative to each series of Notes; and

(c) Subjectto the Last Out Subordination Agreement and provided that the principal, interest and applicable exit premium applicable to the Series2023-A Notes, Series 2024-A Notes, Series 2025-A Notes and Series 2025-A2 Notes shall have been paid, all remaining monies shall be appliedto the payment of the principal, interest and exit premium due and unpaid upon the Last Out Notes.”

Section6.08 [Reserved]

Section6.09 [Reserved]

Section6.10 [Reserved]

Section6.11 Section 6.11 of the Third Supplemental Indenture is hereby amended and restated in its entirety as follows:

“6.11 Rightof Noteholders of Series 2024-A Notes, Last Out Notes, Series 2025-A Notes and Series 2025-A2 Notes.

(a)Notwithstanding anything to the contrary contained in this Indenture (including the Second Supplemental Indenture, the Third SupplementalIndenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture), without reasonable consultation with OIC, the Holdersof Series 2024-A Notes, the Holders of Series 2025-A Notes, the Holders of Last Out Notes and the Holders of Series 2025-A2 Notes (itbeing understood and agreed that the failure to provide prior written notice thereof shall not constitute a breach hereunder), any MinimumNoteholder Percentage shall not direct the Trustee or the Servicer, as applicable, to take any action set forth in clauses (i) –(vi) below, and shall certify in its direction to the Trustee or the Servicer, as applicable, that it has completed such reasonable consultationregarding any proposed action(s) contained in the direction to the Trustee or the Servicer:

(i) declareor give any notice to the Issuer and/or any other Co-Obligor of a Declaration of Extraordinary Redemption, declaration of accelerationor acceleration of maturity of principal and interest on any Note upon any Extraordinary Redemption Events;

(ii) declarean Event of Special Redemption, or enforce any related rights pursuant to any Finance Document;

(iii) makeany application or make any filing for involuntary bankruptcy, reorganization, insolvency, administration, receivership, compromise,moratorium, assignment, readjustment of debt, liquidation, deregistration, dissolution or similar event, whether, under applicable lawwith respect to the Issuer, a Co-Obligor or any of their subsidiaries;

(iv) submita Claim Notice or commence a Marketing Period pursuant to any Finance Document;

(v) appointan examiner, administrator, deed administrator, administrative receiver, receiver, receiver and manager, liquidator, provisional liquidatoror other analogous officer to any Co-Obligor; or

(vi) enterinto any transaction or series of transactions in connection with the bankruptcy, insolvency, reorganization, administration, receivership,compromise, moratorium, assignment, readjustment of debt, liquidation, deregistration, dissolution of the Issuer, a Co-Obligor or anyof their subsidiaries.

(b) Subjectto this Section 6.11, if the Minimum Noteholder Percentage has not exercised the right to request the exercise of any rights and powersconferred by Section 6.02 on the Trustee or the Servicer, as applicable, or exercised the right to direct the method and place of conductingall proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture pursuant to Section 6.03of the Indenture, for forty-five (45) Business Days following the accrual of such rights, Holders of any Series 2023-A Notes shall consultand discuss with OIC, the Holders of Series 2024-A Notes, the Holders of Series 2025-A Notes, the Holders of Last Out Notes and Holdersof Series 2025-A2 Notes in good faith concerning the exercise of such rights. If the Minimum Noteholder Percentage thereafter electsto exercise such rights by requesting or directing the Trustee or the Servicer, as applicable, to take any action(s), it shall certifyin its request or direction that it has completed such consultations and discussion.

(c) TheSeries 2024-A Notes, Last Out Notes, Series 2025-A Notes and Series 2025-A2 Notes shall receive rights and privileges no worse than applicableto any Series 2023-A Notes in any Bankruptcy Event, including for the avoidance of doubt that the Holders of any Series 2024-A Notes,any Series 2025-A Notes, any Last Out Notes and any Series 2025-A2 Notes shall have a right of participation or similar right on a prorata basis, on reasonable notice and on similar economic terms, to any financing or transaction involving any Holders of Series 2023-ANotes. Moreover, the Holders of Series 2024-A Notes, Last Out Notes, Series 2025-A Notes and Series 2025-A2 Notes shall have a secondaryrefusal right to participate or purchase in excess of its pro rata portion for any portion of such financing or transaction declinedby any Holders of Series 2023-A Notes.

(d) Ifthe Holders of any Series 2023-A Notes shall be party to any additional issuance of Series 2023-A Notes or any financing or transactionfor additional notes of any other series, the Holders of any Series 2024-A Notes, any Last Out Notes, any Series 2025-A Notes and anySeries 2025-A2 Notes shall have a right of participation or similar right on a pro rata basis, or shall otherwise have a right to acquireadditional principal amount of Series 2024-A Notes, Series 2025-A Notes, Last Out Notes or Series 2025-A2 Notes, as applicable, to maintaintheir pro rata interests and rights in the Issuer.”

ARTICLEVII.
INSURANCE AND INSURANCE CLAIM FOR CO-OBLIGORS’ NONPAYMENT

Section7.01 [Reserved]

ARTICLEVIII.
CONCERNING THE TRUSTEE

Section8.01 [Reserved]

ARTICLEIX.
SUPPLEMENTAL INDENTURES AND
AMENDMENTS TO TRANSACTION DOCUMENTS

Section9.01 Amendment to Section 9.01. Section 9.01(a) of the Indenture is hereby amended to add the following as a new Section 9.01(a)(xii):

“(xii) toprovide for the issuance of Series 2025-A2 Notes in accordance with the limitations set forth in the Fifth Supplemental Indenture, orchange any of the provisions of the Indenture as may be necessary to facilitate the issuance of Series 2025-A2 Notes.”

Section9.02 Amendment to Section 9.02. Section 9.02 of the Indenture is hereby amended and restated in its entirety as follows:

“Section9.02 Amendments to Indenture Requiring Consent of Noteholders. Notwithstanding any contrary provision hereof, nothing contained inthis Section 9.02 shall permit, or be construed as permitting, without the consent of the Noteholders of all Outstanding Series 2023-ANotes and all Outstanding Series 2024-A Notes and all Outstanding Last Out Notes and all Outstanding Series 2025-A Notes and all OutstandingSeries 2025-A2 Notes, (a) an extension of the maturity of the principal of or interest on, any Series 2023-A Note or any Series 2024-ANote or any Last Out Note or any Series 2025-A Note or any Series 2025-A2 Note, (b) a reduction in the principal amount of or the rateof interest on or the method of payment for, any Series 2023-A Note or any Series 2024-A Note or any Last Out Note or any Series 2025-ANote or any Series 2025-A2 Note, (c) a preference or priority of any Series 2023-A Note, any Series 2024-A Note, any Last Out Note, anySeries 2025-A Note or any Series 2025-A2 Note over any other Series 2023-A Note, Series 2024-A Note, Last Out Note, Series 2025-A Noteor Series 2025-A2 Note, (d) the creation of a lien on the Trust Estate (other than Permitted Liens) prior to or on parity with the lienof this Indenture, or (e) a reduction in the aggregate principal amount of the Series 2023-A Notes or the Series 2024-A Notes or theLast Out Notes or the Series 2025-A Note or the Series 2025-A2 Note required for any consent to any Supplemental Indenture; providedfurther, however, that without the written consent of the Trustee, the Trustee may, but shall not be required to join in the executionof any Supplemental Indenture that affects the rights, protections, privileges, duties, indemnities, obligations and/or immunities ofthe Trustee or that imposes additional obligations on the Trustee. The giving of notice to and consent of the Noteholders to any suchproposed Supplemental Indenture shall be obtained pursuant to Section 9.06. Notwithstanding any contrary provision hereof, (i) withoutthe consent of the Noteholders of all Outstanding Series 2023-A Notes, no amendment may be made to this Indenture or any related agreementthat would have a materially adverse and disproportionate effect on the Noteholders of Series 2023-A Notes, (ii) without the consentof the Noteholders of all Outstanding Series 2024-A Notes, no amendment may be made to this Indenture or any related agreement that wouldhave a materially adverse and disproportionate effect on the Noteholders of Series 2024-A Notes, (iii) without the consent of the Noteholdersof all Outstanding Last Out Notes, no amendment may be made to this Indenture or any related agreement that would have a materially adverseand disproportionate effect on the Noteholders of Last Out Notes, (iv) without the consent of the Noteholders of all Outstanding Series2025-A Notes, no amendment may be made to this Indenture or any related agreement that would have a materially adverse and disproportionateeffect on the Noteholders of Series 2025-A Notes or (v) without the consent of the Noteholders of all Outstanding Series 2025-A2 Notes,no amendment may be made to this Indenture or any related agreement that would have a materially adverse and disproportionate effecton the Noteholders of Series 2025-A2 Notes.”

Section9.03 [Reserved]

Section9.04 [Reserved]

Section9.05 [Reserved]

Section9.06 Amendment to Section 9.06. Section 9.06 of the Indenture is hereby amended and restated in its entirety as follows:

“Section9.06 Notice to and Consent of Noteholders. If consent of the Noteholders is required under the terms of this Indenture for the amendmentof this Indenture, the Proceeds Disbursing Agreement, the Last Out Subordination Agreement or the Insurance Policy or for any other similarpurpose, the Trustee shall cause notice of the proposed execution of the amendment to be given by first-class mail, postage prepaid,or as otherwise provided in the DTC Letter, to the Noteholders of the Outstanding Series 2023-A Notes, the Outstanding Series 2024-ANotes, the Outstanding Series 2025-A Notes, the Outstanding Last Out Notes and the Outstanding Series 2025-A2 Notes then shown on theRegister. Such notice shall briefly set forth the nature of the proposed amendment or other action and shall state that copies of anysuch amendment or other document are on file at the Designated Trust Office for inspection by all Noteholders. If, within sixty (60)days or such longer period as shall be prescribed by the Issuer following the mailing of such notice, the Noteholders of a majority ofthe principal amount of the Series 2023-A Notes Outstanding, Series 2024-A Notes Outstanding, Series 2025-A Notes Outstanding, Last OutNotes Outstanding and Series 2025-A2 Notes Outstanding (or all of the principal amount of the Series 2023-A Notes Outstanding, in thecase of changes to the Insurance Policy) by instruments filed with the Trustee shall have consented to the amendment or other proposedaction (and if required, the consent of the Insurer has been received), then the Trustee shall execute such amendment or other documentor take such proposed action and the consent of the Noteholders shall thereby be conclusively presumed.”

ARTICLEX.
REPRESENTATIONS AND WARRANTIES

Section10.01 Except as disclosed to the Trustee on or prior to the execution of the Fifth Supplemental Indenture, the Issuer represents,warrants and covenants that the representations, warranties and covenants set out in Section 10.01 of the Indenture are true and correctin all material respects on and as of the date of this Fifth Supplemental Indenture.

ARTICLEXI.
AUSTRALIAN TAX MATTERS

Section11.01 The Issuer represents and warrants that the representations and warranties set out in Section 11.01 of the Indenture (forthe avoidance of doubt, in respect of the Series 2023-A Notes only) are true and correct in all material respects on and as of the dateof this Fifth Supplemental Indenture.

Section11.02 The reference to “Exhibit B” in Section 11.03(b)(iii) of the Indenture shall be construed as a reference toExhibit B of this Fifth Supplemental Indenture to the extent that Section applies to the Series 2025-A2 Notes.

ARTICLEXII.
MISCELLANEOUS PROVISIONS

Section12.01 [Reserved]

Section12.02 [Reserved]

Section12.03 Section 12.03 of the Indenture is hereby amended and restated in its entirety as follows:

“Section12.03 No Additional Notes or Cross-Collateralization. No provision set forth in this Indenture (as amended by the Second SupplementalIndenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture) shall give the Issuerthe right to issue notes hereunder other than (i) the Series 2023-A Notes (up to an aggregate initial principal amount of $60,000,000),(ii) the Series 2024-A Notes, (iii) Last Out Notes (subject to the Last Out Subordination Agreement), (iv) the Series 2025-A Notes, (v)the Series 2025-A2 Notes or (vi) to permit the Series 2023-A Notes, the Series 2024-A Notes, the Last Out Notes (subject to the LastOut Subordination Agreement), the Series 2025-A Notes, and the Series 2025-A2 Notes to be cross-collateralized with any other obligations.”

ARTICLEXIII.
ADDITIONAL MISCELLANEOUS PROVISIONS

Section13.01 Ratification of Indenture. Except as expressly amended, amended and restated, and/or supplemented hereby, the Indentureis in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.Reference to this Fifth Supplemental Indenture need not be made in the Indenture or any other instrument or document executed in connectiontherewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Indenture, any referencein any of such items to the Indenture being sufficient to refer to the Indenture as amended hereby.

Section13.02 Indenture Remains in Full Force and Effect. This Fifth Supplemental Indenture is subject to all the terms and conditionsset forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicableto the Issuer and the Trustee with respect hereto.

Section13.03 GOVERNING LAW AND WAIVER OF JURY TRIAL. THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. THE PARTIES HERETOEACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS FIFTH SUPPLEMENTALINDENTURE OR ANY TRANSACTION RELATED HERETO TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Section13.04 Trust Transaction Document; Covenants. The Fifth Supplemental Indenture constitutes a Trust Transaction Documentfor all purposes and all references to the Indenture in any Trust Transaction Document and all references in the Indenture to “thisIndenture,” “hereunder,” “hereof” or words of like import referring to the Indenture, shall, unless expresslyprovided otherwise, mean and be a reference to the Indenture, after giving effect to each of the First Supplemental Indenture, SecondSupplemental Indenture, Third Supplemental Indenture, Fourth Supplemental Indenture and Fifth Supplemental Indenture. Any breach or violationor failure to perform any provision of the Fifth Supplemental Indenture shall be deemed to be a default under Article VI of the Indenture.

Section13.05 Counterparts; Electronic Signatures. The Fifth Supplemental Indenture may be executed in several counterparts, eachof which shall be an original and all of which shall constitute but one and the same instrument. The parties agree that the electronicsignature of a party to this Fifth Supplemental Indenture shall be as valid as an original signature of such party and shall be effectiveto bind such party to this Fifth Supplemental Indenture. The parties agree that any electronically signed document (including this FifthSupplemental Indenture) shall be deemed (a) to be “written” or “in writing,” (b) to have been signed and (c)to constitute a record established and maintained in the ordinary course of business and an original written record when printed fromelectronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrativeproceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business recordscreated and maintained in documentary form. Neither party shall contest the admissibility of true and accurate copies of electronicallysigned documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. Forpurposes hereof, “electronic signature” means a manually signed original signature that is then transmitted by electronicmeans; “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf”(portable document format) or other replicating image attached to an e-mail message; and, “electronically signed document”means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.

Section13.06 Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.

Section13.07 The Trustee. The Trustee shall not be responsible or liable in any manner whatsoever for or in respect of the validityor sufficiency of this Fifth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals aremade solely by the Issuer. The Issuer hereby authorizes and directs the Trustee to execute and deliver this Fifth Supplemental Indenture.The Issuer acknowledges and agrees that the Trustee (i) shall be entitled to all of the rights, privileges, benefits, protections, indemnities,limitations of liability, and immunities of the Trustee set forth in the Indenture, which are hereby deemed incorporated by reference;and (ii) has acted consistently with (and is not in breach or violation of) its standard of care under the Indenture. The Issuer agreesthat the execution by the Trustee of this Fifth Supplemental Indenture is consistent with, and permitted by, the Indenture, the otherTrustee Transaction documents and/or the Disbursement Documents.

[Signaturepage to follow]

INWITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed and attested, all as of the datefirst above written.

Issuer:

[SignaturePage to Carbon Revolution Fifth Supplemental Indenture]

EXHIBITA
Form of Series 2025-A2 Note

Unlessthis certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede& Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. orto such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OROTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THENOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),AND THE HOLDER HEREOF ACKNOWLEDGES THAT THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES THAT THE NOTES MAY NOTBE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONALBUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR PURSUANT TOANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THEUNITED STATES OR ANY OTHER JURISDICTION, INCLUDING AUSTRALIA. THE OWNER OF THIS NOTE AGREES THAT ANY TRANSFER OF THIS NOTE OR ANY INTERESTHEREIN WILL BE MADE IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE.

BYITS PURCHASE OF THIS SERIES 2025-A2 NOTE OR ANY INTEREST HEREIN, EACH INITIAL PURCHASER WILL REPRESENT AND WARRANT, AND EACH SUBSEQUENTPURCHASER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED, EITHER THAT (A) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLANSUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THEINTERNAL REVENUE CODE OF 1986 (THE “CODE”), OR SIMILAR LAW (EACH, A “PLAN”) AND THAT IT IS NOTACQUIRING THE SERIES 2025-A2 NOTES DIRECTLY OR INDIRECTLY FOR, OR ON BEHALF OF, A PLAN OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE DEEMEDTO BE PLAN ASSETS OF SUCH A PLAN; OR (B) ITS PURCHASE, OWNERSHIP OR DISPOSITION OF SUCH SERIES 2025-A2 NOTE WILL NOT CONSTITUTE OR RESULTIN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN,CHURCH PLAN OR FOREIGN PLAN, ANY VIOLATION OF SIMILAR LAW) NOR SUBJECT THE TRUSTEE, THE ISSUER, THE INSURER OR THE INITIAL PURCHASERSOF THE SERIES 2025-A2 NOTES TO ANY OBLIGATION NOT AFFIRMATIVELY UNDERTAKEN IN WRITING.

NEITHERTHE SERIES 2025-A2 NOTES (NOR ANY INTEREST THEREIN) MAY BE SOLD, TRANSFERRED OR ASSIGNED TO ANY AUSTRALIAN PERSON OR ENTITY.

ANYPURPORTED PURCHASE OR TRANSFER OF ANY INTEREST IN THIS SERIES 2025-A2 NOTE BY A PURCHASER OR TO A TRANSFEREE THAT DOES NOT COMPLY WITHTHE FOREGOING SHALL BE NULL AND VOID AB INITIO.

[Remainderof Page Intentionally Left Blank]

UnitedStates of America

CARBONREVOLUTION OPERATIONS PTY LTD

FIXEDRATE SENIOR NOTES, SERIES 2025-A2

CarbonRevolution Operations Pty Ltd, ACN 154 435 355, a company limited by shares and incorporated in Australia (the “Issuer”),for value received, hereby promises to pay to the Holder specified above, or registered assigns, on the Stated Maturity Date, specifiedabove, the Aggregate Principal Amount, specified above, and to pay interest on said Aggregate Principal Amount, which shall accrue beginningon the Series 2025-A2 Notes Delivery Date, at the Rate of Interest specified above per annum. For the avoidance of doubt, the Issuerhas an obligation to make all payments in accordance with the Transaction Documents, including the outstanding principal and accruedinterest on the Notes. Capitalized terms herein that are not otherwise defined shall have the meaning provided in the Indenture (definedhereinafter). Interest hereon shall be payable on the 15^th day of each month (or the next Business Day thereafter, if the15^th day of the month is not a Business Day), beginning on [_____] (each an “Interest Payment Date”). Principalhereof shall be payable on the 15th day of each month (or the next Business Day thereafter, if the 15th day of the month is not a BusinessDay), beginning on January 1, 2027 in five (5) equal installments of an amount equal to 3.333% of the aggregate principal amount of Notes(as defined below) outstanding without giving effect to any PIK interest thereon (each a “Principal Payment Date” and collectivelywith an Interest Payment Date, a “Note Payment Date”). All remaining obligations outstanding (including, without limitation,outstanding principal of, accrued and unpaid interest on, and PIK Interest on) outstanding after the final Note Payment Date (if any),shall be due and payable on the Stated Maturity Date. Payment of principal of this Note is payable by check or wire transfer in lawfulmoney of the United States of America by presentation and surrender of this Note at the Designated Trust Office of UMB Bank, NationalAssociation, as trustee, or its successor in trust (the “Trustee”) or at the duly designated office of any duly appointedalternate or successor paying agent.

Intereston this Note is computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of interest on and principal of thisNote shall be made to the Holder hereof and shall be paid in the manner set out in Article II of the Indenture and Section 2 of the FifthSupplemental Indenture.

Paymentsunder or in respect of this Note are subject to the Tax Matters set out in Article XI of the Indenture, including the Tax Gross-up andTax indemnity provisions there. This Note is one of an authorized issue of Notes consisting of “Carbon Revolution Operations PtyLtd Fixed Rate Senior Notes, Series 2025-A2” (the “Notes”), maturing on May 15, 2027. The Notes are issued under andsubject to the provisions of a Trust Indenture, dated as of May 23, 2023 (as amended, restated, amended and restated, supplemented ormodified from time to time, the “Indenture”), duly executed and delivered by and between the Issuer and the Trustee. TheTrustee will disburse the proceeds of the Notes (the “Disbursement”) pursuant to the Fifth Supplemental Indenture and a ProceedsDisbursing and Security Agreement, by and among UMB Bank, National Association, not in its individual capacity, but solely as Trustee,solely in its capacity as disbursing agent (the “Disbursing Agent”), Gallagher IP Solutions LLC, as servicer and as collateralagent for the benefit of the Trustee under the Transaction Documents referred to therein (the “Servicer”) and as securitytrustee for the benefit of the Security Beneficiaries under the Security Trust Deed referred to therein (the “Security Trustee”),the Issuer, Carbon Revolution Pty Ltd ACN 128 274 653, which is Issuer’s parent (“Issuer’s Parent”) and CarbonRevolution Technology Pty Ltd ACN 155 413 219 (“Carbon Technology” and, collectively with Issuer and Issuer’s Parent,the “Co-Obligors”), dated as of May 23, 2023 (as amended, amended and restated, or otherwise modified from time to time,the “Proceeds Disbursing Agreement”). The Co-Obligors will repay the Disbursement pursuant to the Proceeds Disbursing Agreement.Payment of principal of and interest on the Notes will be secured and collateralized solely by the sources that comprise the Trust Estate,as such term is defined in the Indenture (which Trust Estate has been assigned by the Trustee to the Servicer). All funds establishedin the Indenture are pledged for the equal and ratable benefit of the registered holders of the Notes and, except as otherwise providedin the Indenture, may be used for no purpose other than payment of the Notes.

Notwithstandingany contrary provision of the Indenture, other than through the assets that comprise the Trust Estate, the Issuer has no obligation tomake payments of principal of or interest on the Notes. For the avoidance of doubt, the Issuer has an obligation to make all paymentsin accordance with the Transaction Documents, including the outstanding principal and accrued interest on the Notes. Reference is herebymade to the Indenture and to all indentures supplemental thereto, as well as the Proceeds Disbursing Agreement for a description of theassets that comprise the Trust Estate, the provisions, among others, with respect to the nature and extent of the security for the Notes,the rights, duties, and obligations of the Issuer, the Trustee, and the Noteholders, and the provisions regulating the manner in whichthe terms of the Indenture and the Transaction Documents (as defined in the Indenture) may be modified, to all of which provisions theHolder of this Note, on behalf of himself and his successors in interest, assents by acceptance hereof.

TheNotes are issuable only in the form of fully registered Notes without coupons in the Authorized Denominations. Subject to the conditionsand upon the payment of charges provided in the Indenture, the Holder of any Note or Notes issued under the Indenture may, if not prohibitedby law, surrender the same (together with a written instrument of transfer satisfactory to the Trustee duly executed by the Holder orhis attorney duly authorized in writing) in exchange for an equal aggregate principal amount of Notes of any denominations authorizedas above described. This Note is transferable as provided in and subject to the provisions of the Indenture by the Holder in person orby the Holder’s attorney duly authorized in writing at the Designated Trust Office of the Trustee upon surrender of this Note accompaniedby a duly executed instrument of transfer, in form and with guarantee of signature satisfactory to the Trustee, and upon payment of anygovernmental charges or taxes incident to such transfer. Upon any such transfer, a new Note or Notes in the same aggregate principalamount and of the same series, interest rate, and maturity will be issued to the transferee. The Issuer and the Trustee may deem andtreat the person in whose name this Note is registered as the absolute Holder hereof (whether or not this Note shall be overdue) forthe purpose of receiving payment of, or on account of, the principal of, and interest due on this Note and for all other purposes, andthe Issuer and the Trustee shall not be affected by any notice to the contrary. Beneficial Ownership Interests in this Note may be transferredso long as the proposed resale, transfer, or other disposition of this Note is exempt from registration under the Securities Act.

TheNotes are subject to redemption prior to the Stated Maturity Date pursuant to the terms of Section 2.13 of the Indenture.

TheHolder of this Note shall have no right to enforce the provisions of the Indenture or this Note, or to institute action to enforce thecovenants therein or herein, or to take any action with respect to any event of default under the Indenture, or to institute, appearin, or defend any suit or other proceedings with respect thereto except as provided in the Indenture. In certain events, on the conditions,in the manner, and with the effect set forth in the Indenture, the principal of all of the Notes issued under the Indenture and thenoutstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon.Modifications or alterations of the Indenture, or of any supplements thereto, may be made only to the extent and in the circumstancespermitted by the Indenture.

ITIS HEREBY CERTIFIED, RECITED, AND DECLARED that all acts, conditions, and things required to exist, happen, and be performed precedentto and in the issuance of this Note do exist, have happened, and have been performed in due time, form, and manner as required by applicablelaw in order to make this Note a valid and legal obligation of the Issuer and that the issuance of the Notes (subject to the terms hereof),together with all other obligations of the Issuer, does not exceed or violate any constitutional or statutory limitation applicable tothe Issuer.

INWITNESS WHEREOF, Carbon Revolution Operations Pty Ltd has caused this Note to be executed by its authorized representative by his orher manual signature, as of the Series 2025-A2 Notes Delivery Date set forth above.

FORMOF TRUSTEE’S AUTHENTICATION CERTIFICATE

Itis hereby certified that this Note has been issued under the provisions of the Indenture described in this Note; and that this Note hasbeen issued as of the Series 2025-A2 Notes Delivery Date specified in this Note or in exchange for or replacement of a Note or Notes.

Dated: _____, 20__

FORMOF ASSIGNMENT

ASSIGNMENT

FORVALUE RECEIVED, the undersigned Holder of this Note, or duly authorized representative or attorney thereof, hereby assigns this Noteto _______________________________________ (Assignee’s Social Security or Taxpayer Identification Number) (Print or type Assignee’sname and address, including ZIP code) and hereby irrevocably constitutes and appoints ______________________________ attorney to transferthe registration of this Note on the Register with full power of substitution in the premises.

Dated:

SignatureGuaranteed: _____________________________________________________

Thefollowing abbreviations, when used in the assignment above or on the face of the within Note, shall be construed as though they werewritten out in full according to applicable laws or regulations:

Additionalabbreviations may also be used though not in the list above.

NOTERATE, MATURITY AND PAYMENT INFORMATION

EXHIBITB
Form of Series 2025-A2 Investor Letter

_____,20___

Ladiesand Gentlemen:

Theundersigned, __________, intends to purchase from Carbon Revolution Operations Pty Ltd (the “Issuer”) a $_______ portionof the Issuer’s above-referenced Fixed Rate Senior Notes, Series 2025-A2 (the “Series 2025-A2 Notes”), eitheron its own behalf or on behalf of its customers (the purchasing entity or each customer is referred to herein as a “Purchaser”).The Series 2025-A2 Notes will be issued pursuant to a Trust Indenture dated as of May 23, 2023 (as amended or supplemented, the “Indenture”)between the Issuer and UMB Bank, National Association, as trustee (the “Trustee”). Capitalized terms used and nototherwise defined herein shall have the respective meanings ascribed to them in the Indenture.

Inconnection with the purchase of the Series 2025-A2 Notes, the undersigned, each Purchaser hereby agrees to the following terms and conditionsand makes the representations and warranties stated herein as of the date hereof with the express understanding that the truth and accuracyof the representations and warranties will be relied upon by the Issuer and the Trustee:

THESERIES 2025-A2 NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), AND THE HOLDERS THEREOF ACKNOWLEDGE THAT THE SERIES 2025-A2 NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTAND AGREE THAT THE SERIES 2025-A2 NOTES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON WHOM THE HOLDERREASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETINGTHE REQUIREMENTS OF RULE 144A OF THE SECURITIES ACT OR PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, ANDIN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, INCLUDING AUSTRALIA. THEOWNERS OF THE SERIES 2025-A2 NOTES AGREE THAT ANY TRANSFER OF THE SERIES 2025-A2 NOTES OR ANY INTEREST THEREIN WILL BE MADE IN ACCORDANCEWITH THE PROVISIONS OF THE INDENTURE.

NEITHERTHE SERIES 2025-A2 NOTES (NOR ANY INTEREST THEREIN) MAY BE SOLD, TRANSFERRED OR ASSIGNED TO ANY AUSTRALIAN PERSON OR ENTITY.

ANYPURPORTED PURCHASE OR TRANSFER OF ANY INTEREST IN A SERIES 2025-A2 NOTE BY A PURCHASER OR TO A TRANSFEREE THAT DOES NOT COMPLY WITH THEFOREGOING SHALL BE NULL AND VOID AB INITIO.

EITHERPURCHASER (A) IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),OR SIMILAR LAW (EACH, A “PLAN”) AND THAT IT IS NOT ACQUIRING THE SERIES 2025-A2 NOTES DIRECTLY OR INDIRECTLY FOR,OR ON BEHALF OF, A PLAN OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF SUCH A PLAN; OR PURCHASER’S (B) PURCHASE,OWNERSHIP OR DISPOSITION OF SUCH SERIES 2025-A2 NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, CHURCH PLAN OR FOREIGN PLAN, ANY VIOLATION OF SIMILARLAW) NOR SUBJECT THE TRUSTEE, THE ISSUER, THE INSURER OR THE PURCHASER OF THE SERIES 2025-A2 NOTES TO ANY OBLIGATION NOT AFFIRMATIVELYUNDERTAKEN IN WRITING. PURCHASER UNDERSTANDS THAT ANY PURPORTED PURCHASE OR TRANSFER OF ANY INTEREST IN THIS SERIES 2025-A2 NOTE BY PURCHASEROR TO A TRANSFEREE THAT DOES NOT COMPLY WITH THE FOREGOING SHALL BE NULL AND VOID AB INITIO.

ThisSeries 2025-A2 Investor Letter will be deemed valid for the institution named on this signature page. If there are additional institutions(e.g., subaccounts or mutual funds) to be covered by this letter, the undersigned will provide a list of such institutions.

EXHIBITC
Series 2025-A2 Authentication Order

Noticeto Authenticate and Release Series 2025-A2 Notes

_____,20__

CarbonRevolution Operations Pty Ltd, as issuer (the “Issuer”) of the $[_____] Fixed Rate Senior Notes, Series 2025-A2 with certificatenumber R-[ ] (the “Series 2025-A2 Notes”) pursuant to a Trust Indenture, between the Issuer and UMB Bank, National Association,solely in its capacity as trustee (the “Trustee”), dated as of May 23, 2023 (as amended or supplemented, the “Indenture”),hereby provides as follows:

1. Allconditions precedent to the issuance of the Series 2025-A2 Notes have occurred.

2. TheIssuer hereby directs the Trustee to authenticate the Series 2025-A2 Notes.

3. Afterthe Series 2025-A2 Notes have been authenticated, the Issuer hereby directs the Trustee to make the Series 2025-A2 Notes available fordelivery to DTC through the FAST system upon payment to the Trustee by the initial purchasers for the account of the Issuer of the sumof $[_____].

[SignaturePage Follows]

Theundersigned hereby executes this Notice to Authenticate and Release Series 2025-A2 Notes, as of the date first set forth above.

Exhibit99.3

Series2025-A2 Note

Unlessthis certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede& Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. orto such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OROTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THENOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),AND THE HOLDER HEREOF ACKNOWLEDGES THAT THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES THAT THE NOTES MAY NOTBE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONALBUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR PURSUANT TOANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THEUNITED STATES OR ANY OTHER JURISDICTION, INCLUDING AUSTRALIA. THE OWNER OF THIS NOTE AGREES THAT ANY TRANSFER OF THIS NOTE OR ANY INTERESTHEREIN WILL BE MADE IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE.

BYITS PURCHASE OF THIS SERIES 2025-A2 NOTE OR ANY INTEREST HEREIN, EACH INITIAL PURCHASER WILL REPRESENT AND WARRANT, AND EACH SUBSEQUENTPURCHASER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED, EITHER THAT (A) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLANSUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THEINTERNAL REVENUE CODE OF 1986 (THE “CODE”), OR SIMILAR LAW (EACH, A “PLAN”) AND THAT IT IS NOTACQUIRING THE SERIES 2025-A2 NOTES DIRECTLY OR INDIRECTLY FOR, OR ON BEHALF OF, A PLAN OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE DEEMEDTO BE PLAN ASSETS OF SUCH A PLAN; OR (B) ITS PURCHASE, OWNERSHIP OR DISPOSITION OF SUCH SERIES 2025-A2 NOTE WILL NOT CONSTITUTE OR RESULTIN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN,CHURCH PLAN OR FOREIGN PLAN, ANY VIOLATION OF SIMILAR LAW) NOR SUBJECT THE TRUSTEE, THE ISSUER, THE INSURER OR THE INITIAL PURCHASERSOF THE SERIES 2025-A2 NOTES TO ANY OBLIGATION NOT AFFIRMATIVELY UNDERTAKEN IN WRITING.

NEITHERTHE SERIES 2025-A2 NOTES (NOR ANY INTEREST THEREIN) MAY BE SOLD, TRANSFERRED OR ASSIGNED TO ANY AUSTRALIAN PERSON OR ENTITY.

ANYPURPORTED PURCHASE OR TRANSFER OF ANY INTEREST IN THIS SERIES 2025-A2 NOTE BY A PURCHASER OR TO A TRANSFEREE THAT DOES NOT COMPLY WITHTHE FOREGOING SHALL BE NULL AND VOID AB INITIO.

[Remainderof Page Intentionally Left Blank]

UnitedStates of America

CARBONREVOLUTION OPERATIONS PTY LTD

FIXEDRATE SENIOR NOTES, SERIES 2025-A2

CarbonRevolution Operations Pty Ltd, ACN 154 435 355, a company limited by shares and incorporated in Australia (the “Issuer”),for value received, hereby promises to pay to the Holder specified above, or registered assigns, on the Stated Maturity Date, specifiedabove, the Aggregate Principal Amount, specified above, and to pay interest on said Aggregate Principal Amount, which shall accrue beginningon the Series 2025-A2 Notes Delivery Date, at the Rate of Interest specified above per annum. For the avoidance of doubt, the Issuerhas an obligation to make all payments in accordance with the Transaction Documents, including the outstanding principal and accruedinterest on the Notes. Capitalized terms herein that are not otherwise defined shall have the meaning provided in the Indenture (definedhereinafter). Interest hereon shall be payable on the 15^th day of each month (or the next Business Day thereafter, if the15^th day of the month is not a Business Day), beginning on November 15, 2025 (each an “Interest Payment Date”).Principal hereof shall be payable on the 15^th day of each month (or the next Business Day thereafter, if the 15^thday of the month is not a Business Day), beginning on January 1, 2027 in five (5) equal installments of an amount equal to 3.333% ofthe aggregate principal amount of Notes (as defined below) outstanding without giving effect to any PIK interest thereon (each a “PrincipalPayment Date” and collectively with an Interest Payment Date, a “Note Payment Date”). All remaining obligations outstanding(including, without limitation, outstanding principal of, accrued and unpaid interest on, and PIK Interest on) outstanding after thefinal Note Payment Date (if any), shall be due and payable on the Stated Maturity Date. Payment of principal of this Note is payableby check or wire transfer in lawful money of the United States of America by presentation and surrender of this Note at the DesignatedTrust Office of UMB Bank, National Association, as trustee, or its successor in trust (the “Trustee”) or at the duly designatedoffice of any duly appointed alternate or successor paying agent.

Intereston this Note is computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of interest on and principal of thisNote shall be made to the Holder hereof and shall be paid in the manner set out in Article II of the Indenture and Section 2 of the FifthSupplemental Indenture.

Paymentsunder or in respect of this Note are subject to the Tax Matters set out in Article XI of the Indenture, including the Tax Gross-up andTax indemnity provisions there. This Note is one of an authorized issue of Notes consisting of “Carbon Revolution Operations PtyLtd Fixed Rate Senior Notes, Series 2025-A2” (the “Notes”), maturing on May 15, 2027. The Notes are issued under andsubject to the provisions of a Trust Indenture, dated as of May 23, 2023 (as amended, restated, amended and restated, supplemented ormodified from time to time, the “Indenture”), duly executed and delivered by and between the Issuer and the Trustee. TheTrustee will disburse the proceeds of the Notes (the “Disbursement”) pursuant to the Fifth Supplemental Indenture and a ProceedsDisbursing and Security Agreement, by and among UMB Bank, National Association, not in its individual capacity, but solely as Trustee,solely in its capacity as disbursing agent (the “Disbursing Agent”), Gallagher IP Solutions LLC, as servicer and as collateralagent for the benefit of the Trustee under the Transaction Documents referred to therein (the “Servicer”) and as securitytrustee for the benefit of the Security Beneficiaries under the Security Trust Deed referred to therein (the “Security Trustee”),the Issuer, Carbon Revolution Pty Ltd ACN 128 274 653, which is Issuer’s parent (“Issuer’s Parent”) and CarbonRevolution Technology Pty Ltd ACN 155 413 219 (“Carbon Technology” and, collectively with Issuer and Issuer’s Parent,the “Co-Obligors”), dated as of May 23, 2023 (as amended, amended and restated, or otherwise modified from time to time,the “Proceeds Disbursing Agreement”). The Co-Obligors will repay the Disbursement pursuant to the Proceeds Disbursing Agreement.Payment of principal of and interest on the Notes will be secured and collateralized solely by the sources that comprise the Trust Estate,as such term is defined in the Indenture (which Trust Estate has been assigned by the Trustee to the Servicer). All funds establishedin the Indenture are pledged for the equal and ratable benefit of the registered holders of the Notes and, except as otherwise providedin the Indenture, may be used for no purpose other than payment of the Notes.

Notwithstandingany contrary provision of the Indenture, other than through the assets that comprise the Trust Estate, the Issuer has no obligation tomake payments of principal of or interest on the Notes. For the avoidance of doubt, the Issuer has an obligation to make all paymentsin accordance with the Transaction Documents, including the outstanding principal and accrued interest on the Notes. Reference is herebymade to the Indenture and to all indentures supplemental thereto, as well as the Proceeds Disbursing Agreement for a description of theassets that comprise the Trust Estate, the provisions, among others, with respect to the nature and extent of the security for the Notes,the rights, duties, and obligations of the Issuer, the Trustee, and the Noteholders, and the provisions regulating the manner in whichthe terms of the Indenture and the Transaction Documents (as defined in the Indenture) may be modified, to all of which provisions theHolder of this Note, on behalf of himself and his successors in interest, assents by acceptance hereof.

TheNotes are issuable only in the form of fully registered Notes without coupons in the Authorized Denominations. Subject to the conditionsand upon the payment of charges provided in the Indenture, the Holder of any Note or Notes issued under the Indenture may, if not prohibitedby law, surrender the same (together with a written instrument of transfer satisfactory to the Trustee duly executed by the Holder orhis attorney duly authorized in writing) in exchange for an equal aggregate principal amount of Notes of any denominations authorizedas above described. This Note is transferable as provided in and subject to the provisions of the Indenture by the Holder in person orby the Holder’s attorney duly authorized in writing at the Designated Trust Office of the Trustee upon surrender of this Note accompaniedby a duly executed instrument of transfer, in form and with guarantee of signature satisfactory to the Trustee, and upon payment of anygovernmental charges or taxes incident to such transfer. Upon any such transfer, a new Note or Notes in the same aggregate principalamount and of the same series, interest rate, and maturity will be issued to the transferee. The Issuer and the Trustee may deem andtreat the person in whose name this Note is registered as the absolute Holder hereof (whether or not this Note shall be overdue) forthe purpose of receiving payment of, or on account of, the principal of, and interest due on this Note and for all other purposes, andthe Issuer and the Trustee shall not be affected by any notice to the contrary. Beneficial Ownership Interests in this Note may be transferredso long as the proposed resale, transfer, or other disposition of this Note is exempt from registration under the Securities Act.

TheNotes are subject to redemption prior to the Stated Maturity Date pursuant to the terms of Section 2.13 of the Indenture.

TheHolder of this Note shall have no right to enforce the provisions of the Indenture or this Note, or to institute action to enforce thecovenants therein or herein, or to take any action with respect to any event of default under the Indenture, or to institute, appearin, or defend any suit or other proceedings with respect thereto except as provided in the Indenture. In certain events, on the conditions,in the manner, and with the effect set forth in the Indenture, the principal of all of the Notes issued under the Indenture and thenoutstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon.Modifications or alterations of the Indenture, or of any supplements thereto, may be made only to the extent and in the circumstancespermitted by the Indenture.

ITIS HEREBY CERTIFIED, RECITED, AND DECLARED that all acts, conditions, and things required to exist, happen, and be performed precedentto and in the issuance of this Note do exist, have happened, and have been performed in due time, form, and manner as required by applicablelaw in order to make this Note a valid and legal obligation of the Issuer and that the issuance of the Notes (subject to the terms hereof),together with all other obligations of the Issuer, does not exceed or violate any constitutional or statutory limitation applicable tothe Issuer.

INWITNESS WHEREOF, Carbon Revolution Operations Pty Ltd has caused this Note to be executed by its authorized representative by his orher manual signature, as of the Series 2025-A2 Notes Delivery Date set forth above.

FORMOF TRUSTEE’S AUTHENTICATION CERTIFICATE

Itis hereby certified that this Note has been issued under the provisions of the Indenture described in this Note; and that this Note hasbeen issued as of the Series 2025-A2 Notes Delivery Date specified in this Note or in exchange for or replacement of a Note or Notes.

Dated:October 31, 2025

FORMOF ASSIGNMENT

ASSIGNMENT

FORVALUE RECEIVED, the undersigned Holder of this Note, or duly authorized representative or attorney thereof, hereby assigns this Noteto _______________________________________ (Assignee’s Social Security or Taxpayer Identification Number) (Print or type Assignee’sname and address, including ZIP code) and hereby irrevocably constitutes and appoints ______________________________ attorney to transferthe registration of this Note on the Register with full power of substitution in the premises.

Dated:

SignatureGuaranteed:_____________________________________________________

Thefollowing abbreviations, when used in the assignment above or on the face of the within Note, shall be construed as though they werewritten out in full according to applicable laws or regulations:

Additionalabbreviations may also be used though not in the list above.

NOTERATE, MATURITY AND PAYMENT INFORMATION

Exhibit99.4

CERTAINIDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATSAS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

NINTHAMENDMENT TO PROCEEDS DISBURSING AND SECURITY AGREEMENT

ThisNinth Amendment to Proceeds Disbursing and Security Agreement (this “Amendment”) is entered into as of October 31,2025 (the “Effective Date”), by and among UMB BANK, National Association,not in its individual capacity, but solely as Trustee, solely in its capacity as disbursing agent (“Disbursing Agent”),Gallagher IP Solutions LLC, a Delaware limited liability company (“Servicer”)as successor to NLC II, LLC (formerly known as NEWLIGHT CAPITAL LLC), a North Carolina limited liability company, as servicer for thebenefit of the Disbursing Agent under the Disbursement Documents, as collateral agent for the benefit of the Trustee under the TrustTransaction Documents, and as Security Trustee for the benefit of the Security Beneficiaries under the Security Trust Deed (“SecurityTrustee”) and Carbon Revolution Operations Pty Ltd ACN 154 435 355, a companylimited by shares and incorporated in Australia (“Issuer”), Carbon RevolutionTechnology Pty Ltd ACN 155 413 219 (“Carbon Technology”), CARBON REVOLUTION PUBLIC LIMITED COMPANY, a publiclimited company incorporated in Ireland (Irish Registered number 607450) (“Carbon Public”) and CarbonRevolution PTY LTD ACN 128 274 653 (formerly CARBON REVOLUTION LIMITED) (“Carbon Revolution”, and togetherwith the Issuer, Carbon Public and Carbon Technology, each, a “Co-Obligor” and collectively, the “Co-Obligors”).

RECITALS

WHEREAS,the Co-Obligors, Disbursing Agent, and Servicer are parties to that certain Proceeds Disbursing and Security Agreement dated as of May23, 2023 (as amended by that certain First Amendment to Proceeds Disbursing and Security Agreement dated as of September 11, 2023, asfurther amended by that certain Second Amendment to Proceeds Disbursing and Security Agreement dated as of September 18, 2023, as furtheramended by that certain Third Amendment to Proceeds Disbursing and Security Agreement dated as of October 18, 2023, as further amendedby that certain Waiver and Fourth Amendment to Proceeds Disbursing and Security Agreement dated as of March 4, 2024, as further amendedby that certain Fifth Amendment to Proceeds Disbursing and Security Agreement dated as of May 24, 2024, as further amended by that certainSixth Amendment to Proceeds Disbursing and Security Agreement dated as of June 21, 2024, as further amended by that certain Seventh Amendmentto Proceeds Disbursing and Security Agreement dated as of December 20, 2024, as further amended by that certain Eighth Amendment to ProceedsDisbursing and Security Agreement dated as of April 24, 2025, as supplemented by that certain Joinder to Proceeds Disbursing and SecurityAgreement dated November 3, 2023 for purposes of joining Carbon Public as a Co-Obligor, and as may be further amended, restated, supplementedand otherwise modified from time to time, the “Disbursing Agreement”; capitalized terms used and not otherwise definedin this Amendment shall have the meanings given to such terms in the Disbursing Agreement to the extent defined therein) and the partiesdesire to amend the Disbursing Agreement in accordance with the terms and conditions of this Amendment;

WHEREAS,the Issuer has requested that the Servicer and the Disbursing Agent agree to amend certain terms of the Disbursing Agreement; and theServicer and Disbursing Agent (at the direction of the Issuer) agree to amend the terms of the Disbursing Agreement in accordance withthe terms and conditions of this Amendment; and

WHEREAS,this Amendment is being made to “modify or waive any of the covenants, agreements, limitations or restrictions of the Co-Obligorsset forth in the Disbursing Agreement” as set forth in Section 9.03(d) of the Trust Indenture dated as of May 23, 2023 betweenIssuer and UMB Bank, National Association, as trustee (the “Trustee”) (as may be amended, restated, supplemented andotherwise modified from time to time, including that certain Fifth Supplemental Indenture to the Trust Indenture, dated as of October31, 2025, between the Issuer, as “Issuer,” and the Disbursing Agent, as “Trustee” (the “Fifth SupplementalIndenture”), and collectively, the “Trust Indenture”).

NOW,THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the parties hereto hereby agree as follows:

1. Amendmentto Disbursing Agreement.

(a) Section1.1 (Definitions and Construction) of the Disbursing Agreement is hereby amended by adding the following new defined terms in the appropriatealphabetical order:

““Series2025-A2 Notes” means the fully registered “Series 2025-A2 Notes” issued under and as defined in the Trust Indenture.”

(b) Thedefinition of “Adjusted EBITDA” in Section 1.1 of the Disbursing Agreement is hereby deleted in its entirety and replacedwith the following:

““AdjustedEBITDA” means for any period, Net Income (loss), plus (in each case to the extent deducted in determining Net Income for suchperiod) (a) depreciation and amortization expense, (b) stock-based compensation expense, (c) interest expense, (d) income tax expense,(e) amortization of foreign currency (gain) loss, (f) fees, costs and expenses paid or payable in cash (including without limitationall Insurance Policy Premiums and all other amounts payable under Section 2.5 below) incurred or paid by Issuer and any of its Subsidiariesin connection with the Term Advances, the Disbursement Documents, the Series 2023-A Notes, the Series 2024-A Notes, the Series 2025-ANotes, the Series 2025-A2 Notes, the Trust Indenture, other Trust Transaction Documents and the transactions contemplated thereby upto and including the Closing Date, and (g) one-time transactional fees and costs incurred in connection with the TRCA SPAC Transactionand Qualified Capital Raises, and (h) non-cash expenses and charges and non-recurring expenses and charges as may be pre-approved byServicer in Servicer’s sole discretion, less capitalized research and development costs.”

(c) Thedefinition of “Disbursement Documents” in Section 1.1 of the Disbursing Agreement is hereby deleted in its entirety and replacedwith the following:

““DisbursementDocuments” means, collectively, this Agreement, any note or notes executed by Issuer evidencing the Term Advance, the DisbursementLetter, the Disbursement Monitoring Agreement, the Insurance Policy, the Fee Letter, the Australian Security Documents, the SecurityTrust Deed, any intellectual property security agreements, any Control Agreements, any landlord waivers, bailee waivers or similar documents,the Perfection Certificates, any guaranties, any Subordination Agreements, any other collateral security agreements and any other agreemententered into by Issuer or any other Co-Obligor pursuant to or in connection with this Agreement and any other document, certificate orother writing executed or delivered by Issuer or any other Co-Obligor pursuant to this Agreement or any of the foregoing, in each caseas amended, modified or supplemented from time to time; provided, for the avoidance of doubt, “Disbursement Documents” shallexclude the Series 2023-A Notes, the Series 2024-A Notes, the Series 2025-A Notes, the Series 2025-A2 Notes, the Last Out Notes, theTrust Indenture and the other Trust Transaction Documents.”

(d) Clauses(a)(i) and (a)(ii) of the definition of “Excluded Tax” in Section 1.1 of the Disbursing Agreement are hereby deleted in theirentirety and replaced with the following:

“(i)a Tax calculated on or by reference to the gross amount of any payment (without allowance for any deduction) derived by a Finance Partyunder a Transaction Document, the Series 2023-A Notes, the Series 2024-A Notes, the Series 2025-A Notes, the Series 2025-A2 Notes orany other document referred to in a Transaction Document; or

(ii)a Tax imposed as a result of a Finance Party being considered a resident of, or organized or doing business in, that jurisdiction solelyas a result of it being a party to a Transaction Document or the Notes or any transaction contemplated by a Transaction Document, theSeries 2023-A Notes, the Series 2024-A Notes, the Series 2025-A Notes or the Series 2025-A2 Notes;”

(e) Thedefinition of “OIC” in Section 1.1 of the Disbursing Agreement is hereby deleted in its entirety and replaced with the following:

““OIC”shall mean OIC Structured Equity Fund I GPFA Range, LLC, a Delaware limited liability company, OIC Structured Equity Fund I Range, LLC,a Delaware limited liability company, and any and all of their Affiliates that are (or may become) Noteholders of any Series 2024-A Notes,Series 2025-A Notes, the Series 2025-A2 Notes or Last Out Notes.”

(f) Thedefinition of “Minimum Available Cash Requirement” in Section 1.1 of the Disbursing Agreement is hereby deleted in its entiretyand replaced with the following:

““MinimumAvailable Cash Requirement” means (1) prior to December 31, 2023, an amount not less than the product of the absolute valueof the average monthly Adjusted EBITDA for the three (3) months most recently ended on such date multiplied by the following number setforth below opposite such month under the column “Multiplier”, as reflected in the applicable Compliance Certificate (togetherwith calculations evidencing the same), and (2) on or after January 1, 2024, an amount for each fiscal month not less than the amountsset forth below opposite such fiscal month under the column “Amount”, as reflected in the applicable Compliance Certificate.

”

(g) Clause(b) of the definition of “Permitted Indebtedness” in Section 1.1 of the Disbursing Agreement is hereby deleted in its entiretyand replaced with the following:

“(b)Indebtedness of Issuer or any other Co-Obligor arising under the Series 2023-A Notes, the Series 2024-A Notes, the Series 2025-A Notes,the Series 2025-A2 Notes, the Last Out Notes, Trust Indenture or any other Trust Transaction Document;”

(h) Clause(a) of the definition of “Permitted Lien” in Section 1.1 of the Disbursing Agreement is hereby deleted in its entirety andreplaced with the following:

“(a)(i) any Liens existing on the Closing Date that are disclosed in Schedule 7.5 hereto; and (ii) any Liens arising under this Agreement,the other Finance Documents, the Trust Indenture or the other Trust Transaction Documents securing the Series 2023-A Notes, the Series2024-A Notes, the Series 2025-A Notes, the Series 2025-A2 Notes or the Secured Obligations;”

(i) Thedefinition of “PIK Interest” in Section 1.1 of the Disbursing Agreement is hereby deleted in its entirety and replaced withthe following:

““PIKInterest” shall have the meaning ascribed to such term in the Trust Indenture (as amended from time to time, including by theSecond Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture).”

(j) Thedefinition of “Tax Deduction” in Section 1.1 of the Disbursing Agreement is hereby deleted in its entirety and replaced withthe following:

““TaxDeduction” shall mean a deduction or withholding (to the extent permitted by law) for or on account of Tax from a payment undera Transaction Document or any of the Series 2023-A Notes, the Series 2024-A Notes, the Series 2025-A Notes or the Series 2025-A2 Notes.”

(k) Thedefinition of “Trust Transaction Documents” in Section 1.1 of the Disbursing Agreement is hereby deleted in its entiretyand replaced with the following:

““TrustTransaction Documents” mean the Series 2023-A Notes, the Series 2024-A Notes, the Series 2025-A Notes, the Series 2025-A2 Notes,the Last Out Notes, Trust Indenture, Placement Agreement (as such term is defined in the Trust Indenture), Servicing Agreement and anyother agreement entered into by Issuer or any other Co-Obligor pursuant or in connection with the foregoing documents and any other document,certificate or other writing executed or delivered by Issuer or any other Co-Obligor pursuant to the Trust Indenture or any of the foregoing,in each case as amended, modified or supplemented from time to time; provided that for the avoidance of doubt, “Trust TransactionDocuments” shall not include Disbursement Documents.”

(l) Section2.1(a) of the Disbursing Agreement is hereby deleted in its entirety and replaced with the following:

“(a)Term Advance. Subject to the terms and conditions of this Agreement and the Trust Indenture, Disbursing Agent shall disburse toIssuer (i) on the date of issuance, or as soon thereafter as practical, the proceeds of the Series 2023-A Notes issued under the TrustIndenture, including (x) Series 2023-A Notes issued on the Closing Date (or soon thereafter as practical) in an aggregate amount of SixtyMillion Dollars ($60,000,000) (the “Initial Series 2023-A Term Advance”) and (y) the proceeds of the Reserve Releasein accordance with Section 5.01 of the Fourth Supplemental Indenture in an aggregate amount not to exceed Two Million Dollars ($2,000,000)(the “Additional Series 2023-A Term Advance” and together with the Initial Series 2023-A Term Advance, the “Series2023-A Term Advance”), (ii) on the Fifth Amendment Effective Date, or as soon thereafter as practical or as otherwise set forthin the Trust Indenture, the proceeds of the Series 2024-A Notes issued under the Trust Indenture, in an aggregate amount of Five MillionDollars ($5,000,000), (iii) on the date of issuance, or as soon thereafter as practical, the proceeds of any Additional Series 2024-ANotes issued under the Trust Indenture, (clauses (ii) and (iii), the “Series 2024-A Term Advance”), (iv) on the dateof issuance, or as soon thereafter as practical, the proceeds of any Series 2025-A Notes issued under the Trust Indenture (the “Series2025-A Term Advance”), (v) on the date of issuance, or as soon thereafter as practical, the proceeds of any Series 2025-A2Notes issued under the Trust Indenture (the “Series 2025-A2 Term Advance”), and (vi) on the date of issuance, or assoon thereafter as practical, the proceeds of any Last Out Notes issued under the Trust Indenture (the “Last Out Term Advance”,and together with the Series 2023-A Term Advance, the Series 2024- A Term Advance, the Series 2025-A Term Advance and the Series 2025-A2Term Advance, the “Term Advance”). Notwithstanding the foregoing, the reference to “the advance” in thedefinition of “Disbursement” in the Disbursement Monitoring Agreement shall be deemed to refer to the Series 2023-A TermAdvance only.”

(m) Section2.1(b) of the Disbursing Agreement is hereby deleted in its entirety and replaced with the following:

“(b)Repayments to Disbursing Agent in Satisfaction of Obligation to Noteholders. Issuer promises to pay to the order of DisbursingAgent, in lawful money of the United States of America, the aggregate unpaid principal amount of each Term Advance disbursed by DisbursingAgent to Issuer hereunder. Issuer shall also pay interest on the unpaid principal amount of each Term Advance at rates and at times inaccordance with the terms hereof. Notwithstanding anything to the contrary contained herein or in any other Finance Document, Issuer’spromise to pay to the order of Disbursing Agent the aggregate unpaid principal amount of each Term Advance and interest on the unpaidprincipal amount of each Term Advance shall not give rise to an obligation of Issuer that is separate to its obligation to pay principaland interest on the Series 2023-A Notes, the Series 2024-A Notes, the Series 2025-A Notes, Series 2025-A2 Notes and the Last Out Notes.At all times, Issuer’s payment of the aggregate unpaid principal amount of each Term Advance and interest on the unpaid principalamount of each Term Advance is to be construed solely as the whole or partial satisfaction of Issuer’s obligation to make paymentsof principal and interest to the Noteholders.”

(n) Section2.1(c) of the Disbursing Agreement is hereby deleted in its entirety and replaced with the following:

“(c)Relationship with Series 2023-A Notes, Series 2024-A Notes, Series 2025-A Notes, Series 2025-A2 Notes and Last Out Notes. Notwithstandingany provision to the contrary contained herein or in any Finance Document, each Term Advance shall be deemed to be repaid or prepaidto the same extent, in the same amounts and at the same times, as the Series 2023- A Notes and/or the Series 2024-A Notes and/or theSeries 2025-A Notes and/or Series 2025-A2 Notes and/or the Last Out Notes, as the case may be, are redeemed with funds provided by theIssuer, and/or amounts from the Expense Fund (as defined in the Trust Indenture) supplied by the Issuer and/or the “Trust Estate”(as defined in the Trust Indenture) (but not to the extent repaid or prepaid with the proceeds of the Insurance Policy, or other paymentby the Insurer), applied, under and in accordance with the Trust Indenture to the payment of the Series 2023-A Notes and/or the Series2024-A Notes and/or the Series 2025-A Notes and/or Series 2025-A2 Notes and/or the Last Out Notes, as the case may be, and to the extentthat funds sufficient to pay the Series 2023-A Notes, the Series 2024-A Notes, the Series 2025-A Notes, Series 2025-A2 Notes and theLast Out Notes in full have been irrevocably deposited by the Issuer with the Trustee (but not to the extent repaid or prepaid with theproceeds of the Insurance Policy, or other payment by the Insurer), the corresponding liability of Issuer to Disbursing Agent for thepayment of each Term Advance will forthwith cease, be satisfied and be completely discharged. For the avoidance of doubt, it is understoodthat, notwithstanding the foregoing, (i) any Secured Obligations (or any other obligations owed to Servicer, Disbursing Agent or Insurerby the Issuer under the Finance Documents not included within the Secured Obligations) not so paid shall remain outstanding and thisAgreement and any other Finance Documents shall remain and be in full force and effect, (ii) no portion of the 2023-A Term Advance shallbe deemed to be repaid to the extent that the Series 2023-A Notes are redeemed or paid from the proceeds of the Insurance Policy, andin such event the outstanding Term Advance and all other Secured Obligations and this Agreement and any other Finance Documents shallbe deemed to remain outstanding and shall remain and be in full force and effect, (iii) no portion of the Last Out Term Advance shallbe deemed to be repaid to the extent that the Series 2023-A Term Advance and/or the Series 2024-A Term Advance and/or the Series 2025-ATerm Advance and/or Series 2025-A2 Term Advance remain outstanding, and in such event the outstanding Last Out Term Advance shall remainand be in full force and effect and (iv) the foregoing shall not impair the Reimbursement Obligation of the Issuer under the DisbursementDocuments.”

(o) Section2.1(d) of the Disbursing Agreement is hereby deleted in its entirety and replaced with the following:

“Repayment.Prior to the Second Supplemental Indenture Effective Date (as defined in the Trust Indenture), subject to Sections 2.1(b) and 2.1(c)above, with respect to the Series 2023-A Term Advance, Issuer shall make interest only payments on the unpaid principal amount of theSeries 2023-A Term Advance in arrears, commencing on the first (1st) day of each month beginning June 1, 2023 (for interest accruingfrom the Closing Date through May 31, 2023) and ending on May 30, 2024. On and after the Second Supplemental Indenture Effective Date,subject to Sections 2.1(b) and 2.1(c) above, with respect to each Term Advance, Issuer shall make interest only paymentson the unpaid principal amount of such Term Advance in arrears, commencing on the first (1st) day of each month beginning June 1, 2023(for interest accruing from the Closing Date through December 31, 2026) and ending on December 31, 2026. Beginning on January 1, 2027,Issuer shall repay the Term Advance (a) with respect to the Series 2023-A Notes in five (5) equal installments of the greater of (1)$2.0 million and (2) 3.333% of Series 2023-A Notes Outstanding (including, for the avoidance of doubt, the Additional 2023-A Obligations),and (v) with respect to the Series 2024-A Notes, the Series 2025-A Notes and the Series 2025-A2 Notes, in five (5) equal installmentsof an amount equal to 3.333% of the Series 2024-A Term Advance, the Series 2025-A Term Advance and Series 2025-A2 Term Advance outstanding(each a “Term Advance Payment”), in each case payable on the first (1st) day of each month ending on Term AdvanceMaturity Date. All remaining Obligations (including, without limitation, outstanding principal of, and accrued and unpaid interest on,and PIK Interest on, each Term Advance) outstanding after the final Term Advance Payment (if any), shall be due and payable on the TermAdvance Maturity Date. Each Term Advance (or any portion thereof), once prepaid or repaid, may not be reborrowed.”

(p) Section2.2(a) of the Disbursing Agreement is hereby deleted in its entirety and replaced with the following:

“(a)Interest Rate. The interest rate on the Series 2023-A Term Advance shall be the same as the interest rate under the Series 2023-ANotes, as supplemented by the Second Supplemental Indenture providing for the payment of PIK Interest at the election of the Issuer (subjectto the notice requirements set forth therein) and the Fourth Supplemental Indenture providing for the payment of PIK Interest duringthe Cash Interests Suspension Period, and shall be calculated by reference to the Series 2023-A Notes in accordance with the Second SupplementalIndenture and the Fourth Supplemental Indenture (including with respect to any additional fees, premiums and amounts due and payablepursuant to the Second Supplemental Indenture and the Fourth Supplemental Indenture). The interest rate on the Series 2024-A Term Advanceshall be the same as the interest rate under the Series 2024-A Notes and shall be calculated by reference to the Series 2024-A Notes.The interest rate on the Series 2025-A Term Advance shall be the same as the interest rate under the Series 2025-A Notes and shall becalculated by reference to the Series 2025-A Notes. The interest rate on the Series 2025-A2 Term Advance shall be the same as the interestrate under the Series 2025-A2 Notes and shall be calculated by reference to the Series 2025-A2 Notes. The interest rate on the Last OutTerm Advance shall be the same as the interest rate under the Last Out Notes and shall be calculated by reference to the Last Out Notes.”

(q) Thesecond sentence of Section 2.2(b) of the Disbursing Agreement is hereby deleted in its entirety and replaced with the following:

“Exceptas set forth below, all Obligations shall bear interest, from and after the occurrence and during the continuance of an Event of Default,at a rate equal to five (5) percentage points above the interest rate applicable to the Series 2023-A Notes immediately prior to theoccurrence of an Event of Default; provided that (i) from and after the occurrence and during the continuance of an Event of Default,the Series 2024-A Term Advance shall bear interest at a rate equal to five (5) percentage points above the interest rate applicable tothe Series 2024-A Notes immediately prior to the occurrence of an Event of Default, (ii) from and after the occurrence and during thecontinuance of an Event of Default, the Series 2025-A Term Advance shall bear interest at a rate equal to five (5) percentage pointsabove the interest rate applicable to the Series 2025-A Notes immediately prior to the occurrence of an Event of Default, (iii) fromand after the occurrence and during the continuance of an Event of Default, the Series 2025-A2 Term Advance shall bear interest at arate equal to five (5) percentage points above the interest rate applicable to the Series 2025-A2 Notes immediately prior to the occurrenceof an Event of Default and (iv) from and after the occurrence and during the continuance of an Event of Default, the Last Out Term Advanceshall bear interest at a rate equal to five (5) percentage points above the interest rate applicable to the Last Out Notes immediatelyprior to the occurrence of an Event of Default (such interest rate, as the case may be, the “Default Rate”).”

(r) Section 2.2(c) of the Disbursing Agreement is hereby deleted in its entirety and replaced with the following:

“(c)Payments. Interest on each Term Advance shall be due and payable in arrears, on the first (1st) calendar day of each month duringthe term hereof, commencing with the first such day of the first full month to occur after the date of such Term Advance. Any paymentof interest under the Term Advance will be taken to be a payment of interest under the Series 2023-A Notes, the Series 2024-A Notes,the Series 2025-A Notes or the Series 2025-A2 Notes, as applicable. Servicer may, at its option, charge any or all Disbursing Agent andRelated Expenses, other Obligations and Late Fees against Issuer’s deposit accounts, all as provided in the Trust Indenture. Allpayments shall be subject to Sections 2.6 and 2.7 below.”

(s) Section4.7(e) of the Disbursing Agreement is hereby revised to add the following new clause (vii):

“(vii)the instructions of the Noteholders of all Outstanding Series 2025-A2 Notes is required in respect of any proposed amendment to the FinanceDocuments that would have a materially adverse and disproportionate effect on the Noteholders of Series 2025-A2 Notes;”

(t) Schedule6.8 (Financial Covenants) is hereby amended and restated in its entirety with the Schedule 6.8 attached hereto as Annex I.

(u) Section7.8 of the Disbursing Agreement is hereby deleted in its entirety and replaced with the following:

“7.8 Transactionswith Affiliates. Except for (a) the intra-group company licenses between the Issuer and Carbon Revolution in the form approved bythe Servicer prior to the date of this Agreement, (b) the Transfer of registered Intellectual Property Collateral including all underlyingcopyright, designs or inventions in the same from the Issuer to Carbon Revolution and (c) for the avoidance of doubt, the transactionsbetween OIC and the Issuer contemplated by the Second Supplemental Indenture, Third Supplemental Indenture, Fourth Supplemental Indentureand Fifth Supplemental Indenture, directly or indirectly enter into or permit to exist any material transaction with any Affiliate ofIssuer or any other Co-Obligor, except for transactions that are in the ordinary course of such Person’s business, upon fair andreasonable terms that are no less favorable to Issuer and any such Co-Obligor than would be obtained in an arm’s length transactionwith a non-affiliated Person.”

2. TransactionDocuments. The Disbursing Agreement, the other Disbursement Documents, the Trust Indenture and the other Trust Transaction Documentsshall be and remain in full force and effect in accordance with their terms and conditions and are hereby ratified and confirmed in allrespects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as an amendmentor modification of the Disbursing Agreement or as a waiver of, or as an amendment of, any right, privilege, protection, limitation ofliability, immunity, indemnity, power, or remedy of Servicer or Disbursing Agent under the Disbursing Agreement, the other DisbursementDocuments, the Trust Indenture or the other Trust Transaction Documents, as in effect prior to the date hereof, whether in respect ofany similar transaction or transaction or otherwise. Reference to this Amendment need not be made in the Disbursing Agreement, the otherDisbursement Documents, the Trust Indenture or the other Trust Transaction Documents, or any other instrument or document executed inconnection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Disbursing Agreement,any reference in any of such items to the Disbursing Agreement being sufficient to refer to the Disbursing Agreement as amended hereby.

3. Representations,Warranties and Covenants. Issuer represents and warrants and covenants that immediately before and after giving effect to this Amendment:

(a) Exceptas disclosed in writing to the Servicer and Disbursing Agent prior to the execution of this Amendment and other than the representationset forth in Section 5.9 of the Disbursing Agreement, (i) each of the representations and warranties contained in the Disbursing Agreementand in any other document furnished in connection therewith is true and correct in all material respects (provided that any representationand warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true andcorrect in all respects) on the date hereof (provided, that those representations and warranties expressly referring to a specific dateare true and correct in all material respects (or in all respects, if such representation and warranty is qualified as to “materiality”,“Material Adverse Effect” or similar language) as of such date); and (ii) no Event of Default or “Event of Default”as defined under the Trust Indenture has occurred and is continuing or would exist after giving effect to this Amendment;

(b) theexecution, delivery and performance of this Amendment are within the Co-Obligors’ corporate (or equivalent) powers, has been dulyauthorized by all necessary corporate action of the Issuer, has been duly executed and delivered by the Issuer, does not and will notconflict with nor constitute a breach of any provision contained in any Co-Obligors’ constituent or organizational documents, doesnot and will not constitute an event of default under any material agreement to which any Co-Obligor is a party or any Co-Obligor isbound and does not violate the terms of the Trust Indenture;

(c) thisAmendment is the legal, valid and binding obligation of the Co-Obligors, enforceable against the Co-Obligors in accordance with its terms,subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principlesof equity; and

(d) noEvent of Default or payment default under Section 8.1 of the Disbursing Agreement or Section 6.01 of the Trust Indenture has occurredand is continuing.

4. Effectiveness.As a condition to the effectiveness of this Amendment:

(a) DisbursingAgent and Servicer shall have received this Amendment duly executed by each of the parties hereto;

(b) Issuershall have paid all fees, charges and disbursements of Foley & Lardner LLP, Gilbert + Tobin, Gibson Dunn & Crutcher LLP, Latham& Watkins LLP, U.S. Bank Trust Company National Association and the Disbursing Agent and Trustee (including their counsel, FaegreDrinker Biddle & Reath LLP), as applicable;

(c) DisbursingAgent and the Servicer shall have received a certificate of an officer of the Issuer stating that (x) the amendment, change, or modification(i) is authorized by all necessary corporate action of the Issuer, (ii) does not violate the terms of the Trust Indenture, the DisbursingAgreement, the Disbursement Documents, and/or the Trust Transaction Documents, (iii) has been duly executed, and delivered by the Issuer,and (iv) is a legally binding and enforceable obligation of the Issuer in accordance with its terms, except as may be limited by bankruptcy,insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, withoutlimitation, fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality,reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardlessof whether considered in a proceeding in equity or at law, and the Disbursing Agent may enter into an amendment, change or modificationto the Disbursing Agreement solely in reliance on such certificate and is not required to undertake its own analysis with respect tosuch amendment, change or modification and (y) that (i) the only Indebtedness of the Issuer or any Co-Obligor outstanding as of the dateof this Amendment constitutes Permitted Indebtedness and (ii) the only Liens of the Issuer or any Co-Obligor outstanding as of the dateof this Amendment constitute Permitted Liens; and

(d) theIssuer and the Trustee shall have duly executed and delivered the Fifth Supplemental Indenture.

Notwithstandingthe foregoing, solely with respect to Section 2 of this Amendment, such provision shall not become operative until the Insurer shallhave consented to this Amendment in writing.

5. Reaffirmationof Guarantee and Security Interests.

(a) Eachof the Co-Obligors (each for this purpose, a “Reaffirming Party”) hereby confirms that each Finance Document to whichit is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to thefullest extent possible in accordance with the Finance Documents the payment and performance of all Obligations under the DisbursingAgreement and the Trust Indenture (including all such Obligations as amended and reaffirmed pursuant to this Amendment and the FifthSupplemental Indenture) under each of the Finance Documents to which it is a party.

(b) Withoutlimiting the generality of the foregoing, the Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees,pledges, grants of security interests in favor of the Servicer and/or Security Trustee (as applicable) and other obligations, as applicable,under and subject to the terms of each of the Finance Documents to which it is a party. The Reaffirming Party hereby confirms that noadditional filings or recordings need to be made, and no other actions need to be taken, by the Reaffirming Party as a consequence ofthis Amendment or the Fifth Supplemental Indenture in order to maintain the perfection and priority of the security interests in favorof the Servicer and/or Security Trustee (as applicable) created by the Disbursing Agreement and the Trust Indenture.

(c) TheReaffirming Party acknowledges and agrees that each of the Finance Documents to which it is a party or otherwise bound shall continuein full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations,as applicable, under and subject to the terms of such Finance Documents shall be valid and enforceable and shall not be impaired or limitedby the execution or effectiveness of this Amendment, the Fifth Supplemental Indenture or any of the transactions contemplated thereunder.

6. DisbursementDocument; Covenants. This Amendment constitutes a Disbursement Document for all purposes and all references to the Disbursing Agreementin any Disbursement Document and all references in the Disbursing Agreement to “this Agreement,” “hereunder,”“hereof” or words of like import referring to the Disbursing Agreement, shall, unless expressly provided otherwise, meanand be a reference to the Disbursing Agreement, after giving effect to this Amendment. Any breach or violation or failure to performany provision of this Amendment, shall be deemed to be a default under Section 8 of the Disbursing Agreement.

7. Choiceof Law; Venue; Jury Trial Waiver. Section 12 of the Disbursing Agreement (Choice of Law and Venue; Jury Trial Waiver) is incorporatedby this reference in this Amendment as though fully set forth herein, mutatis mutandis.

8. Counterparts.This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executedand delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment.Delivery of an executed signature page or counterpart (or electronic image or scan transmission (such as a “pdf” file) thereof),whether by facsimile transmission, e-mail, similar form of electronic transmission or otherwise (and whether executed manually, electronicallyor digitally), shall be effective as delivery of a manually executed counterpart and shall create a valid and binding obligation of theparty executing the same or on whose behalf such signature page or counterpart is executed.

9. TheDisbursing Agent. The Servicer hereby authorizes and directs the Disbursing Agent to execute this Amendment, and each of the Servicerand Issuer acknowledges and agrees that, in so acting, the Disbursing Agent (i) shall be entitled to all of the rights, privileges, benefits,protections, indemnities, limitations of liability, and immunities of the Trustee set forth in the Trust Indenture; and (ii) has actedconsistently with (and not in breach or violation of) its standard of care under the Trust Indenture. The Issuer agrees that the executionby the Disbursing Agent of this Amendment is consistent with, and permitted by, the Trust Indenture, the Disbursing Agreement, the DisbursementDocuments, and/or the Trust Transaction Documents.

[Balanceof Page Intentionally Left Blank]

INWITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as a deed as of the date first above written.

Issuer

Co-Obligors

[CarbonRevolution – Signature Page to Ninth Amendment to Proceeds Disbursing and Security Agreement]

CarbonPublic

[CarbonRevolution – Signature Page to Ninth Amendment to Proceeds Disbursing and Security Agreement] 

[CarbonRevolution – Signature Page to Ninth Amendment to Proceeds Disbursing and Security Agreement]

AnnexI

Schedule6.8

FinancialCovenants¹

¹For the avoidance of doubt, all financial covenant calculations shall be in Australian Dollars.

Exhibit99.5

THISWARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ORTHE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE,PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,AS AMENDED, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT, AND IF REGISTERED AND QUALIFIED PURSUANT TO THERELEVANT PROVISIONS OF STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION THEREFROM.

THISWARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY PERSON OR ENTITYIN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA EXCEPT IN ANY OF THE CIRCUMSTANCES SET OUT IN ARTICLE 1(4)(A)-(D) OF REGULATION (EU)2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 ON THE PROSPECTUS TO BE PUBLISHED WHEN SECURITIES ARE OFFEREDTO THE PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET, AS AMENDED (THE “EU PROSPECTUS REGULATION”) AND WHICH DOES NOTOBLIGATE THE COMPANY TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3(1) OF THE EU PROSPECTUS REGULATION.

CarbonRevolution Public Limited Company

Warrantto PURCHASE Ordinary shares

FORVALUE RECEIVED, Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450(the “Company”), hereby certifies that OIC Structured Equity Fund I GPFA Range, LLC, a Delaware limited liabilitycompany, and OIC Structured Equity Fund I Range, LLC, a Delaware limited liability company (together with their successors and permittedassigns, the “Holders”), are entitled to subscribe for, and to be allotted and issued, a number of ordinary shareswith a nominal value of US$0.0001 per share in the capital of the Company (“Ordinary Shares”) equal to (a) the VestedWarrant Amount for this Warrant (subject to adjustment as provided in the definition thereof and in Section 7), less (b)the number of Ordinary Shares previously issued to the Holders from time to time as a result of any partial exercise of this Warrantin accordance with Section 2, at a subscription price per Ordinary Share equal to the Exercise Price, all subject to the termsand conditions set forth in this Warrant.

1. Definitions.As used in this Warrant, the following terms have the respective meanings set forth below:

“Act”means the means the Irish Companies Act 2014 and every statutory modification and re-enactment thereof for the time being in force.

“Affiliate”means with respect to a specified Person, any Person that directly or indirectly Controls, is Controlled by, or is under common Controlwith, the specified Person; provided, however, that any entity for which such Person may be an officer, director or equityholder, but which such Person does not otherwise Control, directly or indirectly, shall not be deemed to be an Affiliate solely as aresult of such relationship.

“AggregateExercise Price” means an amount equal to the product of (a) the number of Ordinary Shares in respect of which this Warrantis then being exercised pursuant to Section 2, multiplied by (b) the Exercise Price.

“BusinessCombination” means the transactions consummated pursuant to that certain Business Combination Agreement, dated as of November29, 2022, by and among the Company, Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company, Carbon Revolution and PoppettellMerger Sub, a Cayman Islands exempted company and wholly owned subsidiary of the Company.

“BusinessDay” means any day except a Saturday, Sunday or a legal holiday on which banks in New York, New York, United States of America,Australia or Dublin, Ireland are authorized or obligated by applicable law to close.

“CarbonRevolution” means Carbon Revolution Pty Ltd, an Australian public company with Australian Company Number (ACN) 128 274 653.

“CompanyArticles” means the articles of association of the Company as amended by special resolution passed on October 16, 2023, asthe same may be amended, modified or supplemented from time to time.

“CompanyWarrants” means the warrants issued in connection with the closing of the Business Combination, each of which entitles theholder thereof to acquire one Ordinary Share at an exercise price of $11.50 per one-tenth of a share ($115.00 per whole Ordinary Share).

“Control”means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,whether through ownership of voting securities, by contract or otherwise. “Controlled” has a meaning correlative thereto.

“EquityIncentive Plan” means the Carbon Revolution Public Limited Company 2023 Share Option and Incentive Plan, attached as AnnexG to the Company’s final prospectus, dated September 8, 2023, filed with the U.S. Securities and Exchange Commission pursuant toRule 424(b)(3) under the Securities Act.

“EquityInterest” means, with respect to a Person that is a legal entity, (a) any equity securities, equity-linked securities (includingconvertible equity) or any debt convertible or exchangeable into equity securities of such Person, and (b) warrants, options or otherrights to purchase or otherwise acquire equity securities in such Person, including in the case of the Company, Ordinary Shares.

“ExercisePrice” means US$0.01, as such amount may be adjusted from time to time in accordance with this Warrant.

“ExistingWarrants” means (a) that certain Warrant No. 001 to Purchase Ordinary Shares issued by the Company to the Holders on November3, 2023 (the “Warrant No. 001”), as amended by an Amendment dated April 10, 2024 and amended and restated on June21, 2024, (b) that certain Warrant No. 002 to Purchase Ordinary Shares issued by the Company to the Holders on April 10, 2024 (the “WarrantNo. 002”) as amended and restated on June 21, 2024, (c) that certain Warrant No. 003 to Purchase Ordinary Shares issued bythe Company to the Holders on May 24, 2024 (the “Warrant No. 003”) as amended and restated on June 21, 2024, (d) thatcertain Warrant No. 004 to Purchase Ordinary Shares issued by the Company to the Holders on June 21, 2024 (the “Warrant No.004”), (e) that certain Warrant No. 005 to Purchase Ordinary Shares issued by the Company to the Holders on July 10, 2024 (the“Warrant No. 005”), (f) that certain Warrant No. 006 to Purchase Ordinary Shares issued by the Company to the Holderson July 29, 2024 (the “Warrant No. 006”), (g) that certain Warrant No. 007 to Purchase Ordinary Shares issued by theCompany to the Holders on September 5, 2024 (the “Warrant No. 007”), (h) that certain Warrant No. 008 to PurchaseOrdinary Shares issued by the Company to the Holders on October 30, 2024 (the “Warrant No. 008”), (i) that certainWarrant No. 009 to Purchase Ordinary Shares issued by the Company to the Holders on December 20, 2024 (the “Warrant No. 009”),(j) that certain Warrant No. 011 to Purchase Ordinary Shares issued by the Company to the Holders on January 21, 2025 (the “WarrantNo. 011”), (k) that certain Warrant No. 013 to Purchase Ordinary Shares issued by the Company to the Holders on March 7, 2025(the “Warrant No. 013”), (l) those certain Warrants No. 014 through 026 to Purchase Ordinary Shares issued by theCompany to the Fund Group on April 24, 2025 (collectively, the “Warrants 014-026”), (m) that certain Warrant No. 027to Purchase Ordinary Shares issued by the Company to the Holders on May 9, 2025 (the “Warrant No. 027”), (n) thosecertain Warrants No. 28 through 40 to Purchase Ordinary Shares issued by the Company to the Fund Group on May 9, 2025 (collectively,the “Warrants 028-040”), (o) that certain Warrant No. 041 to Purchase Ordinary Shares issued by the Company to theHolders on July 21, 2025 (the “Warrant No. 041”) and (p) those certain Warrants No. 42 through 54 to Purchase OrdinaryShares issued by the Company to the Fund Group on July 21, 2025 (collectively, the “Warrants 042-054”), (o) and thisWarrant No. 055 to Purchase Ordinary Shares issued by the Company to the Holders as of the date hereof (the “Warrant No. 055”).

“Fully-DilutedBasis” means, as of a specified time, the Company’s issued and outstanding share capital, calculated on a fully dilutedbasis, including: (i) all issued Ordinary Shares (excluding for such purposes any Ordinary Shares issued in exchange for TRCA Class AOrdinary Shares in connection with the Business Combination) as of immediately following the consummation of the Scheme Acquisition;(ii) (x) the Initial Equity Awards together with (y) all Ordinary Shares issued under any equity incentive or similar plan of the Companythrough the second anniversary of the closing of Business Combination and (z) all Ordinary Shares issuable pursuant to any award madeunder any equity incentive or similar plan if such Ordinary Shares underlying such award may be exercised, settled or converted on orprior to the second anniversary of the closing of Business Combination; (iii) all Ordinary Shares issuable upon the exercise or conversionof all then-outstanding Equity Interests other than Company Warrants (but including, for the avoidance of doubt, the Existing Warrantsand this Warrant) as of immediately following the consummation of the Scheme Acquisition; and (iv) all Ordinary Shares that have beenissued upon the cashless exercise or redemption of Company Warrants prior to the time of any calculation under this definition.

“FundGroup” means collectively Deseret Mutual Employee Pension Plan Trust, Deseret Mutual Retiree Medical and Life Plan Trust, DeseretHealthcare Employee Benefits Trust, Converge US LLC, Western Asset Basel III Efficient Portfolio Series Interests of the SALI SVW Multi-SeriesFund, L.P., Security Health Plan of Wisconsin, Inc., XPO Logistics Retirement Master Trust, Western Asset Diversified Income Fund, MassachusettsMutual Life Insurance Company (MARTMM), Massachusetts Mutual Life Insurance Company (MMLIP), C. M. Life Insurance Company, and MassMutualAscend Life Insurance Company.

“HolderGroup” means the Holders, their respective Affiliates and any of their respective investment funds, co-investment vehicles,managed accounts or similar vehicles controlled by the Holders or their Affiliates or transferees.

“InitialEquity Awards” means the issuance of restricted stock units or Ordinary Shares with vesting or other transfer restrictions,in each case, with respect to a number of Ordinary Shares constituting five percent (5%) of the total number of Ordinary Shares issuedand outstanding as of immediately following the consummation of the Scheme Acquisition, pursuant to the Equity Incentive Plan.

“MaximumDiscount” means, as of the date of any issuance of Ordinary Shares, a price per share not less than 75.0% of the Fair MarketValue of an Ordinary Share for the trading day immediately preceding such issuance.

“Member”means a member of the Company.

“MonetizationEvent” means: (i) the consummation of a transaction or series of transactions pursuant to which the Company, directly or indirectly,effects any merger or consolidation of the Company with or into another Person in which the Company is not the surviving Person; (ii)the consummation of a transaction or series of transactions pursuant to which the Company and its subsidiaries, taken as a whole, directlyor indirectly, effect any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all ofthe assets of the Company and its subsidiaries, taken as a whole; (iii) the consummation of any, direct or indirect, purchase offer,tender offer or exchange offer (whether by the Company or another Person) pursuant to which holders of Ordinary Shares are permittedto sell, tender or exchange their Ordinary Shares for other securities, cash or property and has been accepted by the holders of 50%or more of the issued and outstanding Ordinary Shares or 50% or more of the voting power of the Equity Interests of the Company; (iv)the consummation of a transaction or series of transactions pursuant to which the Company, directly or indirectly, effects any reclassification,reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares areeffectively converted into or exchanged for other securities, cash or property; (v) the consummation by the Company, directly or indirectly,in a transaction or series of transactions, of a stock or share purchase agreement or other business combination (including, withoutlimitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons wherebysuch other Person or group acquires 50% or more of the issued and outstanding Ordinary Shares or 50% or more of the voting power of theEquity Interests of the Company; or (vi) the liquidation, dissolution or winding down of the Company.

“OriginalIssue Date” means October 31, 2025.

“Person”means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporatedorganization or governmental agency.

“Registerof Members” means the register of members of the Company kept and maintained in accordance with the requirements of the Act.

“RegistrationRights Agreement” means that certain Registration Rights Agreement, dated as of April 10, 2024, by and between the Companyand the Holders, as may be further amended from time to time.

“RelatedFund” means, with respect to any Person that is an investment fund or holding company wholly owned by one or more investmentfunds, (a) with respect to any such investment fund, any other investment fund, account or company that is managed, advised or sub-advisedby (i) the same investment advisor that manages, advises or sub-advises such Person or (ii) an Affiliate of such investment advisor or(b) with respect to any such holding company, any other holding company wholly owned by one or more investment funds, accounts or companiesthat is managed, advised or sub-advised by (i) the same investment advisor that manages, advises or sub-advises such Person or (ii) anAffiliate of such investment advisor.

“SchemeAcquisition” means the acquisition by the Company of Carbon Revolution, with Carbon Revolution’s equity exchanged forequity of the Company in accordance with a scheme of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth), pursuantto that certain Scheme Implementation Deed, dated as of November 30, 2022, by and among the Company, Carbon Revolution and Twin RidgeCapital Acquisition Corp., a Cayman Islands exempted company (“TRCA”).

“SecuritiesAct” means the U.S. Securities Act of 1933, as amended.

“SecuritiesPurchase Agreement” means that certain Securities Purchase Agreement, dated as of September 21, 2023, by and between the Companyand the Holders, as may be amended, restated, amended and restated, supplemented or modified from time to time.

“SubsequentAcquired Interests” shall have the meaning ascribed to such term in the Securities Purchase Agreement.

“SubsequentClosing” shall have the meaning ascribed to such term in the Securities Purchase Agreement.

“Transfer,”with respect to this Warrant or any of the rights or obligations set forth herein, means direct or indirect sale, exchange, transfer,assignment, pledge, encumbrance, hypothecation or other disposition thereof; provided, that a “Transfer” shall notinclude (a) any direct or indirect sale, exchange, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of theEquity Interests of the Holder Group and (b) the incurrence of, or exercise of remedies with respect to, any encumbrance on any director indirect Equity Interests in the Holders or their Affiliates that is in favor of (i) back-leverage lenders to the Holders or theirAffiliates or any agent on behalf of such back-leverage lenders, in each case as collateral security, or (ii) any affiliated entity ofsuch back-leverage lender to whom such direct or indirect Equity Interest is transferred by back-leverage lenders, or agents on behalfof back-leverage lenders, in connection with an exercise of remedies.

“VestedWarrant Amount” means, subject to any applicable adjustments pursuant to Section 7 of the applicable Warrant, the numberof Ordinary Shares issuable to the Holder Group under a Warrant as of a specified date, which shall equal (a) the Vested Warrant Percentagefor such Warrant multiplied by (b) the aggregate number of outstanding Ordinary Shares calculated on a Fully-Diluted Basis.

“VestedWarrant Percentage” means 5.00%.

“Warrant”means this Warrant to Purchase Ordinary Shares and all warrants issued in substitution for, or in replacement of, this Warrant in accordancewith the terms hereof.

2. Exerciseof Warrant.

(a) ExerciseProcedure. This Warrant may be exercised by the Holders in whole at any time or in part at any time and from time to time followingthe date hereof until the earlier of (x) the seventh (7^th) anniversary of the Original Issue Date, and (y) immediately priorto the consummation of a Monetization Event (provided that, with respect to exercises pursuant to clause (y), (1) the Companyhas provided written notice of such Monetization Event in accordance with Section 6(a)(ii) and (2) the Holders provide Noticeof Exercise to the Company no later than ten (10) Business Days after the Holders receive such written notice of such Monetization Eventfrom the Company) for all or any part of the unexercised Ordinary Shares hereunder in an aggregate amount (together with all prior exercisesof this Warrant pursuant to this Section 2(a)) not to exceed the then applicable Vested Warrant Amount for this Warrant, by theHolders:

(i) surrenderingthis Warrant (or an affidavit of loss if such original Warrant has been lost, stolen or destroyed) together with a duly executed copyof the Notice of Exercise attached hereto as Exhibit A (the “Notice of Exercise”) to the Company at its addressfor notices hereunder in accordance with Section 11 marked for attention of the company secretary; and

(ii) payingto the Company the Aggregate Exercise Price in accordance with Section 2(c);

provided,that such Notice of Exercise and related surrender of this Warrant may be conditioned and effective upon the happening of certain events,including the consummation of a Monetization Event.

(b) Timeof Exercise; Expiration. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of businesson the day on which this Warrant is surrendered to the Company as provided in Section 2(a). At such time, the Person or Personsin whose name or names any Ordinary Shares are to be allotted and issued upon such exercise as provided in Section 2(d) shallbe deemed to have been allotted such Ordinary Shares and shall become entitled to all the rights and privileges attaching to such shareswith effect from that time. If the Holders do not exercise this Warrant in the time provided in Section 2(a), the Warrant shallexpire and shall be void thereafter.

(c) Paymentof the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made by wire transfer of immediately availablefunds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price.

(d) Deliveryof Ordinary Shares and/or New Warrant. Upon the effectiveness of any exercise of this Warrant in whole or in part, the Company shallpromptly at its expense, and in no event later than five (5) Business Days after such exercise:

(i) enter(or cause to be entered) the name of the Holders, or as the Holders (subject to the payment by such Person of any applicable stamp dutyor transfer taxes) may direct, in the Register of Members as the holder of the relevant number of Ordinary Shares; and

(ii) issue(or cause to be issued) in the name of, and deliver (or cause to be delivered) (which may be via electronic delivery with physical deliveryto promptly follow if so requested by Holders) to, the Holders, or as the Holders (subject to the payment by such Person of any applicablestamp duty or transfer taxes) may direct:

(1) certificatesor evidence of book entries for the Ordinary Shares to which the Holders shall be entitled in connection with such exercise; and

(2) incase such exercise is in part only, a new Warrant (dated the date hereof) evidencing the rights of the Holders to purchase the unexercisedOrdinary Shares as provided for by this Warrant, and such new Warrant shall in all other respects be identical to this Warrant.

(e) Records.Upon the Holders’ payment of the Aggregate Exercise Price (in accordance with Section 2(c)), the Company shall, as promptlyas practicable, update (or cause to be updated) the records of the Company to reflect the Ordinary Shares issuable upon exercise of thisWarrant, in the case of each of clauses (i) and (ii) of Section 2(d), following such exercise of the Warrant.

(f) Winding-Upor Dissolution. Notwithstanding any other provision of this Warrant, if an order is made or a resolution is passed for the winding-upor dissolution, whether voluntary or involuntary, of the Company or if any other dissolution of the Company is to be effected, the Companyshall immediately notify the Holders accordingly. In such circumstances, the Holders shall be entitled, at any time after such orderis made or resolution is passed, to exercise this Warrant and to be allotted and issued the relevant number of Ordinary Shares in accordancewith this Section 2 and shall be entitled to receive out of the assets of the Company available to the Members such sum, if any,as the Holders are entitled receive as Members of the Company.

3. FairMarket Value.

(a) “VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listedor quoted on a trading market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest precedingdate) on the trading market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a trading day from9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) or (b) in all other cases, the fair market value of a share of CommonStock as determined by an independent appraiser selected in good faith by the Holders, the fees and expenses of which shall be paid bythe Company. The Company shall provide its calculation of the fair market value per Ordinary Share to the Holders, which shall be equalto the VWAP determined as provided in the preceding sentence, together with reasonable details and supporting documentation with respectto such calculation. Only with respect to the preceding clause (b), within ten (10) Business Days of the receipt of such calculation,the Holders shall have the right to provide notice to the Company of any disagreement regarding the calculation of such fair market value(a “FMV Dispute Notice”), which FMV Dispute Notice shall, to the extent reasonably capable of calculation, includethe Holders’ calculation of the fair market value of one Ordinary Share and reasonable supporting documentation regarding the sameto the extent available. Following receipt of any such FMV Dispute Notice by the Company, the Holders and the Company shall negotiatein good faith to reach agreement regarding the fair market value of one Ordinary Share. If the Company and the Holders are unable toresolve all such disputed items within ten (10) Business Days following the Company’s receipt of the FMV Dispute Notice, then allitems that have not been resolved on a mutually agreeable basis shall be submitted to an independent valuation expert (“DesignatedValuation Firm”) mutually acceptable to the Company and the Holders for resolution, and such Designated Valuation Firm shallbe instructed to issue its determination within ten (10) Business Days after the submission of such dispute thereto; provided,that if the Company and the Holders are unable to agree on a Designated Valuation Firm within fifteen (15) Business Days following theCompany’s receipt of the FMV Dispute Notice, the Designated Valuation Firm shall be designated by a majority of the independentmembers of the board of directors of the Company. The determination by such Designated Valuation Firm shall be binding on the Companyand the Holders. All costs and expenses relating to the work performed by the Designated Valuation Firm shall be borne by the Holders,on the one hand, and the Company, on the other hand, based on the inverse of the percentage that the Designated Valuation Firm’sdetermination bears to the total amount of the total items in dispute as originally submitted to the Designated Valuation Firm, whichproportionate allocations shall also be determined by the Designated Valuation Firm at the time it renders its determination on the meritsof the matters in dispute. For example, if the items in dispute totaled US$1,000 and the Designated Valuation Firm awards US$600 in favorof the Company and US$400 in favor of the Holders, then sixty percent (60%) of the costs and expenses relating to the work performedby the Designated Valuation Firm would be borne by the Holders and forty percent (40%) of such costs and expenses would be borne by theCompany. Such fair market value of one Ordinary Share as finally determined pursuant to this Section 3 shall be referred to hereinas the “Fair Market Value” for purposes of this Warrant.

4. Representationsand Warranties of the Company. In connection with the transactions provided for herein, the Company hereby represents and warrantsto the Holders that:

(a) Organization,Good Standing, and Qualification. The Company is a public limited company duly incorporated and validly existing under the laws ofIreland with registered number 607450 and has all requisite limited company power and authority to carry on its business as now conducted.The Company is duly qualified, licensed or registered as a foreign entity to transact business, and is in good standing, under the lawsof each jurisdiction where the character or location of the properties or assets owned, leased or operated by it requires such qualification,licensing or registration, except where the failure of such qualification, licensing or registration would not reasonably be expectedto have a material adverse effect on the business or properties of the Company and its subsidiaries, taken as a whole.

(b) Authorization.Except as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcementof creditors’ rights and to general principles of equity, all limited company action has been taken on the part of the Company,its officers, directors, and members necessary for the authorization, execution and delivery of this Warrant. This Warrant has been dulyand validly executed and delivered by the Company and constitutes the binding obligation of the Company, enforceable in accordance withits terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting theenforcement of creditors’ rights and to general principles of equity. The Company has authorized sufficient Ordinary Shares toallow for the exercise of this Warrant.

(c) Compliancewith Other Instruments. The authorization, execution and delivery of this Warrant will not constitute or result in a material defaultor violation of any law or regulation applicable to the Company or any material term or provision of the Company Articles or any materialagreement or instrument by which it is bound or to which its properties or assets are subject.

(d) ValidIssuance of Ordinary Shares. The Ordinary Shares, when issued, sold, and delivered in accordance with the terms of this Warrant forthe consideration expressed herein, will be duly and validly issued, fully paid and non-assessable and, based in part upon the representationsand warranties of the Holders in this Warrant and the Holders’ compliance with applicable federal and state securities laws, willbe issued in compliance with all applicable federal and state securities laws.

(e) Capitalization.As of the Original Issue Date and without giving effect to the issuance of this Warrant, the authorized share capital of the Companyis (a) US$100,010,000 divided into 800,000,000,000 Ordinary Shares with a nominal value of US$0.0001 each, of which 1,927,815 are issuedand outstanding, 200,000,000,000 preferred shares with a nominal value of US$0.0001 each, of which 50 have been designated as Class Bpreferred shares and are issued and outstanding, 100,000,000,000 Class A preferred shares of US$0.0001 each, of which 350 are issuedand outstanding, and (b) €25,000 divided into 25,000 deferred ordinary shares with a nominal value of €1.00 each. No Personhas any right of first refusal, preemptive right, right of participation, or any similar right with respect to the issuance of this Warrantor the issuance of Ordinary Shares upon exercise of the Warrant. Except as set forth on Schedule 3.06 of Schedule A of the SecuritiesPurchase Agreement, as of the Original Issue Date and for the rights set forth in Section 6(e) of this Warrant and of each of the ExistingWarrants, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoeverrelating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any rightto subscribe for or acquire, any Ordinary Shares or the capital stock of any subsidiary of the Company, or contracts, commitments, understandingsor arrangements by which the Company or any subsidiary of the Company is or may become bound to issue additional Ordinary Shares or EquityInterests of any subsidiary of the Company. The issuance and sale of this Warrant and the Ordinary Shares issuable upon exercise of theWarrant will not obligate the Company or any subsidiary of the Company to issue Ordinary Shares or other securities to any Person (otherthan the Holders). There are no outstanding securities or instruments of the Company or any subsidiary of the Company with any provisionthat adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Companyor any subsidiary of the Company. Save for shares that have been issued to the Holders or any Affiliate thereof, there are no outstandingsecurities or instruments of the Company or any subsidiary of the Company that contain any redemption or similar provisions, and thereare no contracts, commitments, understandings or arrangements by which the Company or any subsidiary of the Company is or may becomebound to redeem a security of the Company or such subsidiary. All of the issued and outstanding shares in the capital of the Companyare duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securitieslaws, and none of such issued and outstanding shares was issued in violation of any preemptive rights or similar rights to subscribefor or purchase securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’scapital stock to which the Company is a party (other than any such agreement to which the Holders are a party) or, to the knowledge ofthe Company, between or among any of the Company’s shareholders.

5. Representationsand Warranties of the Holders. In connection with the transactions provided for herein, the Holders hereby represent and warrantto the Company that:

(a) Authorization.The Holders are entities formed, validly existing and in good standing under the laws of their respective formation, and this Warranthas been duly and validly executed and delivered by the Holders and constitutes the binding obligation of the Holders, enforceable inaccordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws relating toor affecting the enforcement of creditors’ rights and to general principles of equity.

(b) Purchasefor Own Account. This Warrant and the Ordinary Shares to be acquired upon exercise of this Warrant by the Holders are being acquiredfor the Holders’ own account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaningof the Securities Act in violation of the Securities Act or other applicable securities laws. The Holders also represent that the Holdershave not been formed for the specific purpose to permit the Company to avoid classification as an investment company under the InvestmentCompany Act of 1940, as amended from time to time (“Investment Company Act”).

(c) SecuritiesAct. The Holders understand that this Warrant and the Ordinary Shares, at the time of issuance, will not be registered under theSecurities Act on the ground that the transaction provided for in this Warrant and the issuance of Ordinary Shares hereunder is exemptfrom registration under the Securities Act. The Holders are aware that only the Company can take action to register this Warrant andOrdinary Shares issuable upon exercise of this Warrant under the Securities Act and that the Company is under no such obligation, anddoes not propose or intend to attempt, to do so (other than as contemplated under the Registration Rights Agreement).

(d) InvestmentExperience. The Holders have such knowledge and experience in financial and business matters that the Holders are capable of evaluatingthe merits and risks of an investment in this Warrant and the Ordinary Shares issuable upon exercise thereon and of making an informedinvestment decision (including through the Holders’ acquisition of information about the Company’s business affairs and financialcondition) and understands that (i) an investment in this Warrant and Ordinary Shares issuable upon exercise thereof is speculative and(ii) there are substantial restrictions on the transferability of this Warrant and such Ordinary Shares.

(e) AccreditedInvestor; U.S. Person. Each of the Holders is an “Accredited Investor” (as defined in the regulations promulgated underthe Securities Act as amended by Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act) and is not a non-U.S.Person for purposes of the U.S. securities laws.

(f) Restrictions.The Holders understand that this Warrant and the securities issuable upon exercise hereof may not be sold, transferred or otherwise disposedof without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statementcovering the Warrant and Ordinary Shares or an available exemption from registration under the Securities Act, the Warrant and OrdinaryShares must be held indefinitely.

6. Covenants.

(a) CompanyNotices.

(i) Notices of Distribution. In the event of any authorization or decision by the Companyor its board of directors to distribute property or assets to the Members, the Company shall provide prior written notice to the Holdersat least ten (10) days prior to such distribution or, if earlier, the date on which the Holders must be Members in order to receive sucha distribution, specifying the date on which any such distribution is to be made or, if earlier, the date on which the Holders must beMembers in order to receive such a distribution.

(ii) OtherNotices. The Company shall provide no less than fifteen (15) days’ prior written notice to the Holders (or as much notice asis reasonably practicable in connection therewith in the case of subsection (A) and (D)) in the event of: (A) any restructuring, reclassification,capital reorganization or material change in the Equity Interests of the Company; (B) any Monetization Event; (C) any material refinancing;(D) any distribution to holders of Ordinary Shares; (E) any issuance or sale by the Company of any Ordinary Shares or Equity Interests;(F) any amendments, waivers or modifications to the Company Articles; (G) any Transfers by Members of the Company that afford other holdersof Ordinary Shares of the Company (or the Holders, if they were to exercise this Warrant) with any rights to purchase the Equity Interestsso Transferred or participate in such Transfer of Equity Interests; and (H) any voluntary or involuntary dissolution, liquidation orwinding-up of the Company. Such notice shall set forth the material terms and conditions related to the foregoing, as applicable, tothe extent then known and applicable to the rights of the Holders, and the contemplated date of the closing or other consummation thereof.

(b) Reservationof Ordinary Shares. At all times while this Warrant remains exercisable pursuant to Section 2(a), the Company shall have authorized,reserved and kept available solely for the purpose of issuance upon exercise of this Warrant, the maximum number of Ordinary Shares issuableupon the exercise of the rights represented by this Warrant. The Company shall take all such actions as may be reasonably necessary orappropriate to ensure that the Company may validly and legally issue fully paid and nonassessable shares of Ordinary Shares upon theexercise of this Warrant. The Company shall not take any action that would cause the number of authorized but unissued Ordinary Sharesto be less than the number of Ordinary Shares required to be reserved hereunder for issuance upon exercise of this Warrant.

(c) Compliancewith Law. The Company shall take all such actions as may be reasonably necessary or appropriate to ensure that Ordinary Shares issuedupon exercise of this Warrant are issued without violation by the Company of any applicable laws (assuming the accuracy of the Holders’representations herein).

(d) Paymentof Expenses. Except as otherwise expressly provided herein and to the extent permissible under applicable law, the Company shallpay all reasonable expenses in connection with, and all taxes (including stamp duty) and other governmental charges that may be imposedwith respect to, the issuance of this Warrant, any further warrants issued pursuant to this Warrant and the issuance or delivery of OrdinaryShares issued upon exercise of this Warrant, together with any applicable withholding payable upon the issuance of this Warrant, anysuch further warrants and the issuance or delivery of such Ordinary Shares to the Holders or any other Person; provided, thatthe Company shall not be required to pay any tax or governmental charge that may be imposed with respect to the issuance or deliveryof the Ordinary Shares issued upon exercise of the Warrant to any Person other than the Holders, and no such issuance or delivery shallbe made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax, or has established tothe satisfaction of the Company that such tax has been paid.

(e) HolderConsent. The Company shall obtain the written consent of the Holders prior to: (i) for so long as the Holders collectively beneficiallyown equal to or greater than 10.0% of the aggregate number of issued and outstanding Ordinary Shares calculated on a Fully-Diluted Basis(assuming for purposes of determining the numerator and the denominator in such calculation that any unvested portion of the Vested WarrantAmount of the Existing Warrants has been vested), issuing Ordinary Shares in the Company (other than pursuant to the exercise of a CompanyWarrant or the Equity Incentive Plan) at a price per share less than the Maximum Discount; provided, however, that the Holdersshall be deemed to have waived their consent rights under this clause (i) if prior to such time the investment committee of theHolders has failed to approve a subscription for Subsequent Acquired Interests at a time when all other conditions in Article 7 of theSecurities Purchase Agreement relating to such Subsequent Closing have been satisfied; (ii) for so long as the Holders collectively beneficiallyown equal to or greater than 10.0% of the aggregate number of issued and outstanding Ordinary Shares calculated on a Fully-Diluted Basis(assuming for purposes of determining the numerator and the denominator in such calculation that any unvested portion of the Vested WarrantAmount of the Existing Warrants has been vested), issuing Ordinary Shares in the Company (other than pursuant to the exercise of a CompanyWarrant) if after giving effect to such issuance the Holders would collectively beneficially own less than 10.0% of the aggregate numberof issued and outstanding Ordinary Shares, in each case, calculated on a Fully-Diluted Basis (assuming for purposes of determining thenumerator and the denominator in such calculation that any unvested portion of the Vested Warrant Amount of the Existing Warrants hasbeen vested) (a “Dilutive Issuance”); provided, however, that the Holders shall be deemed to have waived theirconsent rights under this clause (ii) with respect to any future Dilutive Issuance if (x) the Holders have previously providedtheir written consent to a Dilutive Issuance pursuant to this clause (ii) or (y) prior to such time the investment committee ofthe Holders has failed to approve a subscription for Subsequent Acquired Interests at a time when all other conditions in Article 7 ofthe Securities Purchase Agreement relating to such Subsequent Closing have been satisfied; or (iii) amending the Company Articles ina manner that alters any provisions of the Company Articles that would be materially adverse to the Holders in their capacity as holdersof this Warrant or as Members. For purposes of the foregoing, beneficial ownership shall be calculated in accordance with Section 13(d)of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

7. Adjustmentto Number of Ordinary Shares and Exercise Price. In order to prevent dilution of the rights granted under this Warrant, the ExercisePrice shall be subject to adjustment from time to time as provided in this Section 7, and the number of Ordinary Shares issuableupon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 7; provided,however, if more than one subsection of this Section 7 is applicable to a single event, the subsection shall be appliedthat produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section7 so as to result in duplication.

(a) Subdivisionor Combination of Ordinary Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivideor combine its Equity Interests, the Exercise Price shall be proportionately decreased in the case of a subdivision or increased in thecase of a combination and the number of Ordinary Shares for which this Warrant is exercisable shall be correspondingly adjusted.

(b) Reclassification,Reorganization and Consolidation. In case of any reclassification, capital reorganization or change in the Equity Interests of theCompany (other than as a result of a subdivision, combination provided for in Section 7(a) above or an in-kind distribution providedfor in Section 7(c) below), then, as a condition of such reclassification, reorganization or change, lawful provision shall bemade, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holders, so that theHolders shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payableupon the exercise of this Warrant, the kind and amount of Equity Interests and other securities or property receivable in connectionwith such reclassification, reorganization or change by a holder of a proportionate number and type of securities as were purchasableas Ordinary Shares by the Holders immediately prior to such reclassification, reorganization or change. In any such case appropriateprovisions shall be made with respect to the rights and interest of the Holders so that the provisions hereof shall thereafter be applicablewith respect to any Equity Interests or other securities or property deliverable upon exercise hereof, and appropriate adjustments shallbe made to the Exercise Price per Ordinary Share payable hereunder; provided, that the aggregate Exercise Price shall remain thesame (subject to adjustment in accordance with this Section 7).

(c) Distributionsof Ordinary Shares or Other Securities or Property. If at any time while this Warrant remains outstanding and unexpired, the holdersof the Equity Interests as to which purchase rights under this Warrant exist at the time shall have received, or, on or after the datefixed for the determination of eligible Members, shall have become entitled to receive, without payment therefor, other or additionalEquity Interests or other property (other than cash) of the Company by way of distribution, then and in each case, this Warrant shallrepresent the right to acquire, in addition to the number of Ordinary Shares receivable upon exercise of this Warrant, and without paymentof any additional consideration therefor, the amount of such other or additional Equity Interests or other property (other than cash)of the Company that the Holders would hold on the date of such exercise had they been the holder of record of the Ordinary Shares receivableupon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the dateof such exercise, retained such Ordinary Shares and/or all other additional Equity Interests available by it as aforesaid during suchperiod, giving effect to all adjustments called for during such period by the provisions of this Section 7.

(d) FractionalShares. No fractional Ordinary Shares or scrip representing fractional Ordinary Shares will be issued in connection with any exercisehereunder. In lieu of any fractional Ordinary Shares to which the Holders would otherwise be entitled, the number of Ordinary Sharesto be issued upon exercise of this Warrant shall be rounded down to the nearest whole Ordinary Share.

(e) MaximumPercentage. Notwithstanding anything to the contrary contained herein, the Holders shall not be entitled to exercise this Warrantto the extent that such exercise would result in the Holders together with any other “attribution parties” collectively beneficiallyowning in the aggregate in excess of 4.99% (the “Maximum Percentage”) of the number of Ordinary Shares in issue andoutstanding immediately after giving effect to such exercise; provided, however, that (i) the Maximum Percentage shallautomatically increase to 9.99% if, at the time of such exercise, the Holders, together with any other “attribution parties,”file any Securities and Exchange Commission reports required as a result of such Holders and such other “attribution parties”collectively beneficially owning in the aggregate in excess of 4.99% of the number of Ordinary Shares in issue and outstanding and (ii)at any time, upon not less than 61 days written notice to the Company, the Holders may increase or decrease the Maximum Percentage toany other percentage. For purposes of this Section 7(e), “attribution parties” means, the Holders, their respectiveaffiliates and any other persons whose beneficial ownership of Ordinary Shares would be aggregated with the Holders’ for purposesof Section 13(d) of the Securities Exchange Act of 1934.

8. Transferof Warrant.

(a) Subjectto the transfer conditions referred to in the legend endorsed hereon and the other applicable terms and conditions of this Warrant, untilthe material breach by the Company of this Warrant or the Company Articles (the “Warrant Holder Period”), the Holdersshall not Transfer this Warrant except to their respective Affiliates, any Related Fund or holder of Equity Interests of the Holders.Upon and following the expiration of the Warrant Holder Period, the Holders may Transfer this Warrant to any Person. Any Transfer pursuantto this Section 8 shall be implemented by delivering (by email or otherwise) this Warrant to the Company with a duly executedand delivered instrument of Transfer, together with evidence of payment of any relevant stamp duty or transfer taxes by the Transferee.Upon such surrender of the Warrant and subject to the payment of any relevant stamp duty or transfer taxes by the Transferee, the Companyshall execute and deliver any new Warrant(s) in the names of the Transferor and permitted Transferees, as applicable, and in accordancewith the denominations specified in such instrument of Transfer, and this Warrant shall automatically be cancelled, and the Company shallregister the permitted Transferees, and the permitted Transferees shall be deemed to have become, and shall be treated for all purposesas, the holders of record of the new Warrant(s) immediately upon issuance of such new Warrant(s) to such permitted Transferees. Any Transferin violation of this Section 8 shall be void ab initio.

(b) TheHolders understand that this Warrant, and any securities issued in respect hereof or exchange herefor, will bear, for so long as is requiredby applicable securities laws, a legend in substantially the form of subsection (i) and may bear the legends stated in subsection (ii):

(i) “THESECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,AS AMENDED, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

(ii) Anylegend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificateor other document so legended.

(c) Certificatesor book entries evidencing title to this Warrant and any securities issued in respect hereof or exchange herefor that cease to be restrictedpursuant to applicable securities laws shall not contain any legend (including the legends set forth in Section 8(b)) and, promptlyfollowing the date on which such securities cease to be restricted pursuant to applicable securities laws, and following the deliveryby the Holders and the Holders’ broker(s) to the Company, its legal counsel and the Company’s transfer agent of customaryrepresentations and other documentation (including, for the avoidance of doubt, customary certificates and representation letters, butnot including any notarized or medallion guaranteed documents) and other representations and documentation as required by law or regulationevidencing that the applicable securities have ceased to be restricted pursuant to applicable securities laws and that the removal ofsuch legend may be effected under the Securities Act, the Company shall cause (i) its legal counsel to issue a customary legal opinionto the Company’s transfer agent to effect the removal of the applicable legends on such securities and (ii) the Company’stransfer agent to deliver to the Holders such securities that are free from all restrictive and other legends by crediting the accountof the Holders’ broker with the Depository Trust Company system as directed by the Holders.

9. Replacementon Loss. In the event that the Holders notify the Company of the loss, theft, destruction or mutilation of this Warrant, then upondelivery of an indemnity bond or lost warrant affidavit sufficient in the reasonable determination of the Company to protect the Companyfrom any loss that it may suffer if the Warrant is replaced and, in case of mutilation, upon surrender of such Warrant for cancellationto the Company, the Company shall execute and deliver to the Holders, in lieu hereof, a new Warrant of like tenor and exercisable foran equivalent number of Ordinary Shares as the Warrant so lost, stolen, mutilated or destroyed and the replaced Warrant shall automaticallybe cancelled; provided, that, in the case of mutilation, no indemnity bond or lost warrant affidavit shall be required if thisWarrant in identifiable form is surrendered to the Company for cancellation.

10. WarrantRegister. The Company shall keep and properly maintain at its executive offices records of the registration of this Warrant and anypermitted and duly made transfers or exercises thereof. The Company may deem and treat the Person in whose name this Warrant is registeredin such register as the holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, exceptany assignment, division or other transfer of the Warrant effected in accordance with the provisions of this Warrant.

11. Notices.All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemedto have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent bya nationally recognized overnight courier (with all fees prepaid and receipt requested); (c) on the date sent by e-mail, which e-mailshall include a subject line referencing the subject of the notice, request, consent, claim, demand, waiver or other communication containedtherein or attached thereto, if sent (with no auto-generated undeliverable reply message sent) prior to 5:00 p.m., New York City timeon a Business Day, and on the next Business Day if sent (with confirmation of transmission) on a day other than a Business Day or after5:00 p.m., New York City time on a Business Day; or (d) on the third day after the date mailed, by certified or registered mail (withreturn receipt requested and postage prepaid). Such communications must be sent to the respective parties hereto at the addresses indicatedbelow (or at such other address for any party hereto as shall be specified in a notice given in accordance with this Section 11).

12. CumulativeRemedies. The rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition to and notin substitution for, any other rights or remedies available at law, in equity or otherwise.

13. EquitableRelief. Each party hereto acknowledges and agrees that a breach or threatened breach by such party of any of its obligations underthis Warrant would give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate remedyand hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party heretoshall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitablerelief, without the need to post a bond, including a restraining order, an injunction, specific performance and any other relief thatmay be available from a court of competent jurisdiction.

14. EntireAgreement. This Warrant, the Securities Purchase Agreement, the Company Articles and any other documents delivered pursuant heretoor thereto in connection herewith, constitute the full and entire understanding and agreement between the parties with regard to thesubjects hereof and thereof.

15. Successorand Assigns. This Warrant and the rights and obligations evidenced hereby shall be binding upon and shall inure to the benefit ofthe parties hereto and the successors of the Company and the permitted successors and permitted assigns of the Holders. Such permittedsuccessors and/or permitted assigns of the Holders shall be deemed to be a “Holder” for all purposes hereunder.

16. NoThird-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holders and their respective permitted successorsand, in the case of the Holders, permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any otherPerson any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

17. Interpretation.For purposes of this Warrant, (a) definitions shall apply equally to the singular and plural forms of the terms defined; (b) words ofany gender shall be deemed to include each other gender and neuter forms; (c) Section headings are for convenience only and shall notlimit or otherwise affect the meaning hereof; (d) the word “including” and words of similar import shall be deemed to befollowed by the phrase “without limitation”; (e) the words “this Warrant,” “herein,” “hereof,”“hereby,” “hereunder,” and words of similar import shall refer to this Warrant as a whole, and not to any particularsubdivision hereof unless expressly so limited; (f) “or” is not exclusive; (g) unless otherwise specified or the contextotherwise requires, (i) any reference to an agreement or other document means such agreement or other document as amended, restated orotherwise modified from time to time in accordance with its terms, (ii) any reference to a Person shall be deemed to include such Person’ssuccessors and permitted assigns, (iii) any reference to a Section, a clause or an Exhibit means a Section or a clause of, or an Exhibitto, this Warrant; and (h) any reference to any statute or other law shall be deemed to include all rules, regulations and exemptionspromulgated thereunder and all provisions consolidating, amending, replacing, supplementing or interpreting such statute or other law(including any successor provisions). The terms “dollars” and “US$” means U.S. dollars, the lawful currency ofthe United States of America. Any reference in this Warrant to a “day” or a number of “days” (without explicitreference to “Business Days”) shall be interpreted as a reference to a calendar day or number of calendar days. For all purposesof this Warrant, if any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day,then such action may be deferred until the next Business Day.

18. Amendmentand Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreementin writing signed by the Company and the Holders. No waiver by the Company or the Holders of any of the provisions hereof shall be effectiveunless explicitly set forth in writing and signed by the party so waiving. No waiver by any party hereto shall operate or be construedas a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or differentcharacter, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, poweror privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise ofany right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,power or privilege.

19. Severability.If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceabilityshall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any otherjurisdiction.

20. GoverningLaw. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York without givingeffect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would causethe application of laws of any jurisdiction other than those of the State of New York.

21. Submissionto Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Warrant or the transactions contemplatedhereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case locatedin the City of New York, and each party hereto irrevocably submits to the exclusive jurisdiction of such courts in any such suit, actionor proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address setforth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties heretoirrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocablywaive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been broughtin an inconvenient forum.

22. WAIVEROF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISEUNDER THIS WARRANT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLYWAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONSCONTEMPLATED HEREBY.

23. Counterparts.This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed tobe one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other means of electronic transmissionshall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.

24. NoStrict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretationagainst the party drafting an instrument or causing any instrument to be drafted.

25. NoImpairment. All Ordinary Shares issuable upon exercise of this Warrant shall become subject to, and have the benefit of, the CompanyArticles and the Company shall not, by any action including by amendment of the Company Articles or its certificate of formation or throughany equity sale or issuance, recapitalization, reclassification, reorganization, merger, consolidation or other business combination,dissolution, liquidation or winding-up or any other action, avoid or seek to avoid the observance or performance of any of the termsto be observed or performed by it hereunder, but shall at all times in good faith assist in the carrying out of all the provisions ofthis Warrant and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holders of this Warrantagainst impairment thereof.

26. Limitationson Liability. Except as expressly set forth herein (including restrictions related to transfer, compliance with securities laws andany requirements under the Company Articles), nothing contained in this Warrant shall be construed as imposing any liabilities on theHolders with respect to the purchase of any Ordinary Shares or Equity Interests (upon exercise of this Warrant or otherwise), whethersuch liabilities are asserted by the Company or by creditors of the Company.

[Signaturepages follow.]

INWITNESS WHEREOF, the parties hereto have duly executed this Warrant on the date first written above.

[SignaturePage to Warrant]

[SignaturePage to Warrant]

ExhibitA

NOTICEOF EXERCISE

1. Theundersigned hereby elects to exercise the attached Warrant to Purchase Ordinary Shares (the “Warrant”) to subscribe for ____________ordinary shares with a nominal value of US$0.0001 per share (“Ordinary Shares”) in the capital of Carbon Revolution PublicCompany Limited (the “Company”), a public limited company incorporated in Ireland with registered number 607450, pursuantto the terms of the Warrant, and tenders herewith payment of the aggregate subscription price of such Ordinary Shares in full[, togetherwith all applicable stamp duty or other transfer taxes, if any.]¹

2. Pleaseenter the name of the undersigned or in such other name as is specified below in the register of members of the Company as the holderof such shares and issue a certificate or certificates representing said shares in the name of the undersigned or in such other nameas is specified below:

¹To be deleted when exercised by the original Holders - see Section 6(d).