BCA AMENDMENT NO. 5Bca Amendment No. 5 • November 8th, 2024 • Broad Capital Acquisition LTD • Security brokers, dealers & flotation companies
This BCA Amendment No. 5 (this “Fifth Amendment”), is entered into by and among Broad Capital Acquisition Corp., a Delaware corporation (“Predecessor”), Openmarkets Group Ltd, an Australian proprietary limited company (the “Company”), BMYG OMG Pty Ltd, an Australian proprietary limited company (the “Shareholder”), Broad Capital LLC, a Delaware limited liability company (the “Sponsor”), and Broad Capital Acquisition Ltd, an Australian public limited company (formerly Broad Capital Acquisition Pty Ltd., an Australian proprietary limited company) (the “Purchaser”) (each, a “Party,” and collectively, the “Parties”).
BCA AMENDMENT NO. 1Bca Amendment No. 1 • August 7th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
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”).
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 7th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
This Amendment No. 2 (this “Amendment”), dated as of June 12, 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.
BETWEEN:Novation Deed • January 16th, 2024 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies • Queensland
1.1 Definitions 1 1.2 Interpretation 8 2. Agreement to buy and sell Shares 9 2.1 Sale and purchase 9 2.2 Date for Completion 9 2.3 Encumbrances and rights 10 2.4 Title and risk 10 2.5 Purchase of all the Shares 10 3. Conditions precedent 10 3.1...Share Sale Agreement • November 13th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies • New South Wales
OpenMarkets Regulatory Arbitrage Fund Facility AgreementFacility Agreement • November 13th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies • Victoria
Lender OMRA Fund Pty Ltd ACN 643 757 751 in its capacity as trustee of the OpenMarkets Regulatory Arbitrage Fund of Level 5, 500 Collins Street, Melbourne VIC 3000
TradeFloor Facility AgreementTradefloor Facility Agreement • November 13th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies • Victoria
BCA AMENDMENT NO. 6Bca Amendment No. 6 • December 19th, 2024 • Broad Capital Acquisition LTD • Security brokers, dealers & flotation companies
This BCA Amendment No. 6 (this “Sixth Amendment”), is entered into by and among Broad Capital Acquisition Corp., a Delaware corporation (“Predecessor”), Openmarkets Group Ltd, an Australian proprietary limited company (the “Company”), BMYG OMG Pty Ltd, an Australian proprietary limited company (the “Shareholder”), Broad Capital LLC, a Delaware limited liability company (the “Sponsor”), and Broad Capital Acquisition Ltd, an Australian public limited company (formerly Broad Capital Acquisition Pty Ltd., an Australian proprietary limited company) (the “Purchaser”) (each, a “Party,” and collectively, the “Parties”).
Intermediary Services Agreement SelfWealth Limited ABN 52 154 324 428 AFSL 421789Intermediary Services Agreement • November 13th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies • New South Wales
GBST HOLDINGS LTD ABN 85 010 488 874Deed of Novation of the Master Supply Agreement • January 16th, 2024 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
Working Capital Facility Agreement TradeFloor Holdings Pty Ltd ACN 603 342 329 the Borrower and Enhanced Investments Pty Ltd ACN 639 583 930 the LenderWorking Capital Facility Agreement • January 16th, 2024 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
This Agreement is made between: IRESS Limited (A.C.N. 060 313 359) (“Us”) And OPENMARKETS AUSTRALIA LIMITED (ACN 090 472 012) (“You”) Of Level 2, 451 LITTLE BOURKE STREET, MELBOURNE, VICStandard Terms and Conditions • November 13th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies • Victoria
Our Terms and Conditions, together with the terms specified in the Initial Client Billing Advice, constitute the Agreement which governs the provision by us of the Services to you. The Agreement is effective once you sign this document.
WORKING CAPITAL FACILITY AGREEMENT – EXTENSION OF ALL ADVANCESWorking Capital Facility Agreement • January 16th, 2024 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
ASSET SALE AGREEMENTAsset Sale Agreement • November 13th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies • New South Wales
B The Seller has agreed to sell and the Buyer has agreed to buy the Asset in accordance with the terms of this agreement (the Transaction).
Working Capital Facility AgreementWorking Capital Facility Agreement • January 16th, 2024 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies • Victoria
DEED OF NOVATIONDeed of Novation • November 13th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies • New South Wales
A The Outgoing Party, the New Party, the Continuing Party, OMRA and the BMYG Creditor Parties are parties to the Novation Documents.
BCA AMENDMENT NO. 4Bca Amendment No. 4 • May 1st, 2024 • Broad Capital Acquisition LTD • Security brokers, dealers & flotation companies
This BCA Amendment No. 4 (this “Fourth Amendment”), is entered into by and among Broad Capital Acquisition Corp., a Delaware corporation (“Predecessor”), Openmarkets Group Ltd, an Australian proprietary limited company (the “Company”), BMYG OMG Pty Ltd, an Australian proprietary limited company (the “Shareholder”), Broad Capital LLC, a Delaware limited liability company (the “Sponsor”), and Broad Capital Acquisition Ltd, an Australian public limited company (formerly Broad Capital Acquisition Pty Ltd., an Australian proprietary limited company) (the “Purchaser”) (each, a “Party,” and collectively, the “Parties”).
Working Capital Facility Agreement Tradefloor Holdings Pty Ltd ACN 603 342 329 the Borrower and Enhanced Investments Pty Ltd ACN 639 583 930 the Lender Deed of Variation to Working Capital FacilityAgreementWorking Capital Facility Agreement • January 16th, 2024 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies • Victoria
Working Capital FacilityAgreementWorking Capital Facility Agreement • January 16th, 2024 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
Master supply agreement GBST Holdings Ltd OpenMarkets Australia LimitedMaster Supply Agreement • November 13th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
WORKING CAPITAL FACILITY AGREEMENT – EXTENSION OF ALL ADVANCESWorking Capital Facility Agreement • January 16th, 2024 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
ContractWorking Capital Facility Agreement • January 16th, 2024 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
Employment AgreementEmployment Agreement • November 13th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
Certain identified information has been excluded from the exhibit because it both: [***] indicates that information has been redacted.Employment Agreement • November 13th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
A The Company is part of the OpenMarkets Group of which operates financial services technology and trading businesses.
BCA AMENDMENT NO. 5Bca Amendment No. 5 • December 19th, 2024 • Broad Capital Acquisition LTD • Security brokers, dealers & flotation companies
This BCA Amendment No. 5 (this “Fifth Amendment”), is entered into by and among Broad Capital Acquisition Corp., a Delaware corporation (“Predecessor”), Openmarkets Group Ltd, an Australian proprietary limited company (the “Company”), BMYG OMG Pty Ltd, an Australian proprietary limited company (the “Shareholder”), Broad Capital LLC, a Delaware limited liability company (the “Sponsor”), and Broad Capital Acquisition Ltd, an Australian public limited company (formerly Broad Capital Acquisition Pty Ltd., an Australian proprietary limited company) (the “Purchaser”) (each, a “Party,” and collectively, the “Parties”).
Certain identified information has been excluded from the exhibit because it both:Executive Service Agreement • November 13th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
BCA AMENDMENT NO. 2Bca Amendment No. 2 • January 16th, 2024 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
This BCA Amendment No. 2 (this “Second 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”), 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”).
Deed of Variation to Working Capital Facility AgreementWorking Capital Facility Agreement • January 16th, 2024 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
BMYG AND ENHANCED INVESTMENTSCMM and Intra-Day Settlement Facility Agreement • November 13th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies
BCA AMENDMENT NO. 3Bca Amendment No. 3 • March 22nd, 2024 • Broad Capital Acquisition LTD • Security brokers, dealers & flotation companies
This BCA Amendment No. 3 (this “Third Amendment”), is entered into by and among Broad Capital Acquisition Corp., a Delaware corporation (“Predecessor”), Openmarkets Group Ltd, an Australian proprietary limited company (the “Company”), BMYG OMG Pty Ltd, an Australian proprietary limited company (the “Shareholder”), Broad Capital LLC, a Delaware limited liability company (the “Sponsor”), and Broad Capital Acquisition Ltd, an Australian public limited company (formerly Broad Capital Acquisition Pty Ltd., an Australian proprietary limited company) (the “Purchaser”) (each, a “Party,” and collectively, the “Parties”).
Deed of Variation to Working Capital Facility AgreementWorking Capital Facility Agreement • January 16th, 2024 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies • Victoria
Page no.General Security Deed • November 13th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies • New South Wales
This Deed is given to secure due and punctual payment and performance of the Secured Moneys owing by each Grantor to the Secured Party pursuant to the Facility Documents.
Certain identified information has been excluded from the exhibit because it both: [***] indicates that information has been redacted.Executive Service Agreement • November 13th, 2023 • Broad Capital Acquisition Pty LTD • Security brokers, dealers & flotation companies • Victoria
A The Company is part of the Openmarkets Group of which operates financial services technology and trading businesses.
