REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2022 • Broad Capital Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 10, 2022, is made and entered into by and among Broad Capital Acquisition Corp, a State of Delaware corporation (the “Company”), Broad Capital LLC, a State of Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 14th, 2022 • Broad Capital Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 10, 2022, by and between Broad Capital Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
10,000,000 Units Broad Capital Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2022 • Broad Capital Acquisition Corp • Blank checks • New York
PONO CAPITAL CORPSecurities Subscription Agreement • August 19th, 2021 • Broad Capital Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 7, 2021, by and between Broad Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Broad Capital Acquisition Corp, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 founder shares, the common stock, $0.000001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • August 19th, 2021 • Broad Capital Acquisition Corp • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of _____, 2021, by and between Broad Capital Acquisition Corp, a Delaware corporation (the “Company”), and _____________, an individual (“Indemnitee”).
January 10, 2022Underwriting Agreement • January 14th, 2022 • Broad Capital Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Broad Capital Acquisition Corp, a State of Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.000001 per share (the “Common Stock”), and one right one right to acquire 1/10th of one share of Common Stock. Each whole right (each, a “Public Right”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Prospectus (as defined below).
RIGHTS AGREEMENTRights Agreement • August 19th, 2021 • Broad Capital Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ____________, 2021 between Broad Capital Acquisition Corp, a Delaware corporation with offices at 5345 Annabel Lane, Plano, Texas 75093 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St 30th Floor, New York, NY 10004 (the “Right Agent”).
Broad Capital Acquisition CorporationUnderwriting Agreement • August 19th, 2021 • Broad Capital Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Broad Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Chardan Capital Markets LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Common Stock, par value $0.000001 per share (the “Common Stock”), and one Right to acquire 1/10 of one share of Common Stock (each, a “Public Right”) entitles the holder thereof to purchase one share of Common Stock at a price of $10.00 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a re
RIGHTS AGREEMENTRights Agreement • January 14th, 2022 • Broad Capital Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of January 10, 2022 between Broad Capital Acquisition Corp, a Delaware corporation with offices at 5345 Annabel Lane, Plano, Texas 75093 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St 30th Floor, New York, NY 10004 (the “Right Agent”).
BCA AMENDMENT NO. 1Bca Amendment No. 1 • August 10th, 2023 • Broad Capital Acquisition Corp • Blank checks
This BCA Amendment No. 1 (this “Amendment”), is entered into by and among Broad Capital Acquisition Corp., a Delaware corporation (“Predecessor”), Openmarkets Group Pty Ltd, an Australian proprietary limited company (the “Company”), BMYG OMG Pty Ltd, an Australian proprietary limited company (the “Shareholder”), and Broad Capital LLC, a Delaware limited liability company (the “Sponsor”), and Broad Capital Acquisition Pty Ltd (the “Purchaser”) (each, a “Party,” and collectively, the “Parties”).
PROPOSED AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 12th, 2023 • Broad Capital Acquisition Corp • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of _____, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Broad Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
AMENDMENT TO PROMISSORY NOTEPromissory Note • October 22nd, 2021 • Broad Capital Acquisition Corp • Blank checks
This Amendment (the “Amendment”) to that certain Promissory Note, dated as of April 16, 2021 (the “Note”) by and among Broad Capital Acquisition Corp, a Delaware corporation (the “Maker”), and Broad Capital LLC (the “Payee”), is made and entered into effective as of September 30, 2021 by the Maker and the Payee.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 19th, 2021 • Broad Capital Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ______], 2021 by and between Broad Capital Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 17th, 2023 • Broad Capital Acquisition Corp • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of January 10, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Broad Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
Broad Capital Acquisition CorpSponsorship Agreement • January 14th, 2022 • Broad Capital Acquisition Corp • Blank checks • Delaware
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Broad Capital Acquisition Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 12th, 2024 • Broad Capital Acquisition Corp • Blank checks
This Amendment No. 3 (this “Amendment”), dated as of January 8, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Broad Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
January 10, 2022Placement Unit Purchase Agreement • January 14th, 2022 • Broad Capital Acquisition Corp • Blank checks
Broad Capital Acquisition CorpOffice Space Agreement • August 19th, 2021 • Broad Capital Acquisition Corp • Blank checks • Delaware
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Broad Capital Acquisition Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AGREEMENT AND PLAN OF MERGER AND BUSINESS COMBINATION AGREEMENT dated January 18, 2023 by and among Broad Capital Acquisition Corp., a Delaware corporation, as Predecessor, Openmarkets Group Pty Ltd, an Australian corporation, as the Company, BMYG OMG...Merger Agreement • January 24th, 2023 • Broad Capital Acquisition Corp • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER AND BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of January 18, 2023 (the “Signing Date”), by and among Broad Capital Acquisition Corp., a Delaware corporation (“Predecessor”), Openmarkets Group Pty Ltd, an Australian proprietary limited company (the “Company”), BMYG OMG Pty Ltd, an Australian proprietary limited company (the “Shareholder”), and Broad Capital LLC, a Delaware limited liability company, solely in its capacity as the Sponsor (as defined herein the “Indemnified Party Representative”), as well as such other persons who are contemplated to later join this Agreement as the “Purchaser” and “Merger Sub” herein. The Predecessor, Purchaser, Merger Sub, Company, and Shareholder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
