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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/13/23 Broad Capital Acq Pty Ltd. S-4/A 66:34M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: S-4/A Pre-Effective Amendment to Registration Statement HTML 9.91M - Securities for a Merger 2: EX-10.10 Material Contract HTML 2.91M 3: EX-10.11 Material Contract HTML 147K 4: EX-10.12 Material Contract HTML 740K 5: EX-10.12J Material Contract HTML 71K 6: EX-10.12K Material Contract HTML 43K 7: EX-10.13 Material Contract HTML 407K 8: EX-10.14 Material Contract HTML 663K 9: EX-10.15 Material Contract HTML 184K 10: EX-10.16 Material Contract HTML 601K 11: EX-10.17 Material Contract HTML 333K 12: EX-10.18 Material Contract HTML 181K 13: EX-10.19 Material Contract HTML 1.67M 14: EX-10.20 Material Contract HTML 260K 15: EX-10.20A Material Contract HTML 22K 16: EX-10.21 Material Contract HTML 352K 17: EX-10.22 Material Contract HTML 287K 18: EX-10.23 Material Contract HTML 206K 19: EX-10.24 Material Contract HTML 126K 20: EX-10.25 Material Contract HTML 208K 21: EX-10.26 Material Contract HTML 175K 22: EX-10.27 Material Contract HTML 1.36M 23: EX-10.28 Material Contract HTML 1.46M 24: EX-10.29 Material Contract HTML 67K 25: EX-10.29A Material Contract HTML 48K 26: EX-23.1 Consent of Expert or Counsel HTML 18K 27: EX-23.2 Consent of Expert or Counsel HTML 19K 28: EX-23.3 Consent of Expert or Counsel HTML 18K 34: R1 Cover HTML 50K 35: R2 Balance Sheets HTML 110K 36: R3 Balance Sheets (Parenthetical) HTML 47K 37: R4 Statements of Operations HTML 76K 38: R5 Statements of Changes in Stockholders' Deficit HTML 94K 39: R6 Statements of Changes in Stockholders' Deficit HTML 24K (Parenthetical) 40: R7 Statements of Cash Flows HTML 103K 41: R8 Description of Organization, Business Operations HTML 132K 42: R9 Summary of Significant Accounting Policies HTML 90K 43: R10 Initial Public Offering HTML 35K 44: R11 Private Placement HTML 36K 45: R12 Related Party Transactions HTML 63K 46: R13 Commitments and Contingencies HTML 44K 47: R14 Stockholders? Deficit HTML 43K 48: R15 Subsequent Events HTML 39K 49: R16 Summary of Significant Accounting Policies HTML 114K (Policies) 50: R17 Summary of Significant Accounting Policies HTML 48K (Tables) 51: R18 Description of Organization, Business Operations HTML 140K (Details Narrative) 52: R19 Schedule of Income Tax Provision (Details) HTML 36K 53: R20 Schedule of Deferred Tax Assets and Liabilities HTML 35K (Details) 54: R21 Schedule of Reconciliation of Income Tax Rate HTML 35K (Details) 55: R22 Summary of Significant Accounting Policies HTML 40K (Details Narrative) 56: R23 Initial Public Offering (Details Narrative) HTML 44K 57: R24 Private Placement (Details Narrative) HTML 43K 58: R25 Related Party Transactions (Details Narrative) HTML 104K 59: R26 Commitments and Contingencies (Details Narrative) HTML 44K 60: R27 Stockholders? Deficit (Details Narrative) HTML 49K 61: R28 Subsequent Events (Details Narrative) HTML 47K 64: XML IDEA XML File -- Filing Summary XML 76K 62: XML XBRL Instance -- forms-4a_htm XML 964K 63: EXCEL IDEA Workbook of Financial Report Info XLSX 90K 30: EX-101.CAL XBRL Calculations -- brac-20230630_cal XML 100K 31: EX-101.DEF XBRL Definitions -- brac-20230630_def XML 619K 32: EX-101.LAB XBRL Labels -- brac-20230630_lab XML 615K 33: EX-101.PRE XBRL Presentations -- brac-20230630_pre XML 593K 29: EX-101.SCH XBRL Schema -- brac-20230630 XSD 97K 65: JSON XBRL Instance as JSON Data -- MetaLinks 255± 384K 66: ZIP XBRL Zipped Folder -- 0001493152-23-040505-xbrl Zip 3.45M
Exhibit 10.12.K
Deed of Variation to
TradeFloor Facility Agreement
Openmarkets Group Pty Ltd ACN 660 155 000 the Borrower
and
Enhanced Investments Pty Ltd ACN 639 583 930 the Lender
Deed of Variation to
TradeFloor Facility Agreement
DATE: 12 OCTOBER 2023
PARTIES
OPENMARKETS GROUP PTY LTD ACN 660 155 000 (“Borrower”);
ENHANCED INVESTMENTS PTY LTD ACN 639 583 930 (“Lender”).
RECITALS
A. | The Lender and the Borrower have entered into a Working Capital Facility Agreement dated 15 May 2020 as varied on 14 January 2021, 1 February 2022, 22 March 2022, 7 July 2022, 3 November 2022 (extending the maturity date of advances), 10 November 2022, 20 April 2023 (extending maturity date of advances) (Agreement), and the Agreement was novated from TradeFloor Holdings Pty Ltd (ACN 603 342 329) as borrower to the Borrower on 12 October 2023. |
B. | The parties hereby agree to amend the Agreement by this deed. |
OPERATIVE PROVISIONS
1. | INTERPRETATION |
1.1. | Interpretation |
In this Deed, headings are for convenience of reference only and do not affect interpretation.
2. | VARIATION OF AGREEMENT |
2.1. | Variations |
(a) | Notwithstanding subclause (a), the parties agree that the 10 November 2022 deed of variation that forms part of the Agreement came into effect on 9 September 2022. | |
(b) | With effect on and from the date of this Deed, the Agreement is varied on the terms set out in Schedule 1 to this Deed. |
2.2. | Confirmation of Agreement |
All provisions of the Agreement other than those varied by clause 2.1 remain unchanged and continue in full force.
2.3. | Inconsistency |
If there is any inconsistency between the provisions of this Deed and the provisions of the Agreement, then the provisions of this Deed prevail.
2.4. | No adverse construction |
This Deed is not to be construed to the disadvantage of a party because that party was responsible for its preparation.
2.5. | Successors and assigns |
This Deed binds and benefits the parties and their respective successors and permitted assigns.
2.6. | Entire Agreement |
This Deed constitutes the entire agreement and understanding between the parties to this Deed and supersedes all prior and contemporaneous negotiations and understandings between the parties whether oral or written, expressed or implied.
2.7. | No assignment |
A party cannot assign or otherwise transfer the benefit of this Deed without the prior written consent of each other party.
2.8. | No variation |
This Deed cannot be amended or varied except in writing signed by the parties.
2.9. | Costs |
Each party must pay its own legal costs of and incidental to the preparation and completion of this Deed.
2.10. | Governing law and jurisdiction |
This Deed is governed by and must be construed in accordance with the laws in force in the State of Victoria. The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to this Deed, itsperformance or subject matter.
2.11. | Counterparts |
If this Deed consists of a number of signed counterparts, each is an original and all of the counterparts together constitute the same document.
EXECUTED AS A DEED
EXECUTED by OPENMARKETS GROUP PTY LTD ACN 660 155 000 in accordance with the Corporations Act 2001 by being signed by thefollowing officers: |
||
/s/ Naseema Sparks | /s/ Nick Hornstein | |
Signature of director
|
Signature of authorised person
| |
NASEEMA SPARKS AM | NICK HORNSTEIN | |
Name of director (please print) | Name of authorised person (please print) |
EXECUTED by ENHANCED INVESTMENTS PTY LTD ACN 639 583 930 in accordance with the Corporations Act 2001 by being signed by thefollowing officers: |
||
/s/ Songyu Gao | /s/ Ruihao Wei | |
Signature of director
|
Signature of authorised person
| |
SONGYU GAO | RUIHAO WEI | |
Name of director (please print) | Name of authorised person (please print) |
Schedule 1 - Variations to the Agreement
1. | Clause 5.2 is varied such that interest on any new Advance are capitalised and payable on the Termination Date (as amended from time to time). |
2. | Schedule 1, Item 1 of the Agreement be deleted and replaced entirely with the following: |
Schedule 1 – Key Details | |||
Key Details | |||
Item 1 | Facility Limit | $25 million including all capitalised interest and fees accrued in accordance with this document. |
3. | Schedule 1, Item 8 of the Agreement (as varied on 29 May 2020) is deleted entirely, such that there is no Drawdown Fee for any current or future Advance. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/01/24 Broad Capital Acquisition Ltd. S-4/A 42:19M M2 Compliance LLC/FA 3/22/24 Broad Capital Acquisition Ltd. S-4/A 44:17M M2 Compliance LLC/FA 1/16/24 Broad Capital Acq Pty Ltd. S-4/A 65:19M M2 Compliance LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/07/23 Broad Capital Acq Pty Ltd. S-4 46:21M M2 Compliance LLC/FA 6/12/23 Broad Capital Acquisition Corp. 8-K:2,5,9 6/09/23 13:334K M2 Compliance LLC/FA 1/24/23 Broad Capital Acquisition Corp. 8-K:1,9 1/18/23 12:1.3M M2 Compliance LLC/FA 1/17/23 Broad Capital Acquisition Corp. 8-K:1,3,5,7 1/10/23 14:357K M2 Compliance LLC/FA 1/14/22 Broad Capital Acquisition Corp. 8-K:1,3,5,8 1/10/22 11:991K M2 Compliance LLC/FA 10/22/21 Broad Capital Acquisition Corp. S-1/A 3:2.2M M2 Compliance LLC/FA 8/19/21 Broad Capital Acquisition Corp. S-1 25:3.4M M2 Compliance LLC/FA 7/06/21 Broad Capital Acquisition Corp. DRS¶ 8/19/21 8:3.1M M2 Compliance LLC/FA |