BCA AMENDMENT NO. 3

Exhibit 2.1.C

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”).

WHEREAS, the Parties entered into the Agreement and Plan Of Merger And Business Combination Agreement dated as of January 18, 2023 (as later supplemented and as joined by Purchaser on July 31, 2023), as amended effective August 1, 2023 and as amended again effective January 9, 2024 (collectively, the “Agreement”);

WHEREAS, the Parties desire to amend the Agreement in the manner set forth herein; and

WHEREAS, pursuant to Section 13.2 of the Agreement, the amendments contemplated by the Parties must be contained in a written agreement signed by each of the Parties.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. Capitalized terms used and not defined in this Third Amendment have their respective meanings assigned in the Agreement. All references to the terms whose definitions are provided herein, as the same are contained in the Agreement, the Schedules, or any additional documents that contain or refer to the Agreement or such terms, shall be interpreted in all such cases to be a reference of the updated definitions of such terms as amended hereby.

2. Amendments to the Agreement. As of the Third Amendment Effective Date (as defined below), the Agreement is hereby amended or modified as follows:

(a) Section 1.12 of the Agreement is hereby amended and replaced in its entirety with the following:

“Calculation Period” means each of the three 12-month periods ending on June 30, 2025, June 30, 2026 and June 30, 2027.”

(b) Section 1.41 of the Agreement is hereby amended and replaced in its entirety with the following:

“Estimated Closing Exchange Consideration” means $48,000,000 (a) minus the amount of the Estimated Closing Net Indebtedness, (b) minus the amount of the Estimated Company Investigations and Disputes Losses, (c) plus the amount by which the Estimated Net Working Capital Exceeds the Net Working Capital Target, or minus the amount by which the Net Working Capital Target exceeds the Estimated Net Working Capital; which amount shall be computed pursuant to Section 3.6 and the Estimated Closing Consideration Spreadsheet, and paid in Purchaser Shares at Closing, which Purchaser Shares shall have a deemed value of $10.00 per share.”

“Earnout Escrow Shares” means a number of Purchaser Shares with an aggregate value equal to $27,000,000 at the Closing (assuming a deemed value of $10.00 per Purchaser Share).”

(d) Section 1.31 of the Agreement is hereby amended and replaced in its entirety with the following:

“Earnout Period” means the period beginning on July 1, 2024 and ending on June 30, 2027.”

(e) Section 1.32 of the Agreement is hereby amended and replaced in its entirety with the following:

“Earnout Threshold” means, for a given Calculation Period, the figure at the intersection of the row for that Calculation Period and the column marked “Earnout Threshold Revenue” on Schedule 3.10.”

(f) Section 1.114 of the Agreement is hereby amended and replaced in its entirety with the following:

“Target Performance Level” means, for a given Calculation Period, the figure at the intersection of the row for that Calculation Period and the column marked “Target Performance Level Revenue” on Schedule 3.10.”

(g) Section 3.10(a) of the Agreement is hereby amended and replaced in its entirety with the following:

“As additional Exchange Consideration, at such times as provided in this Section 3.10, if the Measured Performance Level for a Calculation Period within the Earnout Period exceeds the Earnout Threshold for such Calculation Period, the Purchaser shall pay to Shareholder with respect to such Calculation Period a number of Purchaser Shares (each, an “Earnout Payment”), equal to the product of (rounded to the nearest whole share) (i) one-third of the Earnout Escrow Shares, multiplied by a fraction equal to (A) the Measured Performance Level for such Calculation Period less the Earnout Threshold for such Calculation Period, divided by (B) the Target Performance Level for such Calculation Period less the Earnout Threshold for such Calculation Period; provided, that in no event shall Shareholder become entitled to receive (w) a single Earnout Payment in excess of 900,000 Purchaser Shares, (x) total Earnout Payments in excess of 2,700,000 Purchaser Shares, (y) more Purchaser Shares than are held by or in the control of the Escrow Agent pursuant to this Agreement and the Escrow Agreement at the time of such payment, or (z) any Earnout Escrow Shares for a Calculation Period if the Measured Performance Level for such Calculation Period does not exceed the Earnout Threshold for such Calculation Period.”

(h) The last sentence of Section 3.10(d) is hereby amended and replaced in its entirety with the following:

“For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Earnout Payment for the first Calculation Period are not satisfied, but the conditions precedent to the payment of the Earnout Payment for the second Calculation Period are satisfied, then Purchaser would be obligated to pay such Earnout Payment for the second Calculation Period for which the corresponding conditions precedent have been satisfied, but not the Earnout Payment for the first Calculation Period. Similarly, if the conditions precedent to the payment of the Earnout Payment for the first and second Calculation Periods are not satisfied, but the conditions precedent to the payment of the Earnout Payment for the third Calculation Period are satisfied, then Purchaser would be obligated to pay such Earnout Payment for the third Calculation Period for which the corresponding conditions precedent have been satisfied, but not the Earnout Payment for the first and second Calculation Periods.”

(i) The existing Schedule 3.10 is hereby amended and replaced in its entirety by Schedule 3.10, which is attached hereto as Exhibit A.

(j) The following shall be added as Section 3.10(g):

“(i) During the Earnout Period, subject to Section 3.10(g)(ii), the board of directors of the Purchaser shall evaluate any new prospective client that is reasonably expected to generate revenues of Purchaser in excess of 5% of Purchaser’s total revenues in the following twelve months (a “New Client”), any material new strategic initiative (including, but not limited to, setting up a new business unit, strategic partnership, licensing arrangement, joint venture, overseas expansion, etc. that is reasonably expected to generate revenues of Purchaser in excess of 5% of Purchaser’s total revenues in the following twelve months) (a “Strategic Initiative”) or any acquisition opportunity (an “Acquisition”) (collectively, a “Material Development”), in advance of the Company’s committing to the same in a definitive agreement, and confirm in good faith, based on pro forma evidence and otherwise, that such Material Development is reasonably expected to (A) generate a positive gross profit (revenue minus cost of goods sold) for the twelve-month period immediately following the Company’s commencement of business with such New Client, commencement of such Strategic Initiative or consummation of such Acquisition, and (B) start to generate a positive contribution to EBITDA (which, for this purpose only, shall be defined as gross profit minus operating expenses, before interest, taxes, depreciation and amortization) within one year after the commencement of business with such New Client, or within two years after the commencement of the Strategic Initiative or consummation of such Acquisition. Notwithstanding the foregoing, with the prior unanimous approval of the Purchaser board, the Purchaser may commence doing business with a New Client, commence a Strategic Initiative or consummate an Acquisition that does not meet the criteria set forth in (A) and (B) above.

(ii) With respect to a New Client that is an advice professional licensed to provide financial services under the Openmarkets AFSL (a “Wealth Advisor”), Purchaser’s management (as opposed to its board of directors) may make the decision, in good faith, whether the Wealth Advisor is reasonably expected to satisfy the requirements of Section 3.10(g)(i)(A) and (B), and if the Purchaser’s management so determines that such Wealth Advisor is reasonably likely to meet such requirements, Purchaser shall not be required to present the Wealth Advisor to its board of directors for review prior to its commencement of business with such Wealth Advisor. Notwithstanding the above, if Purchaser commences doing business with such Wealth Advisor and it is later determined that such Wealth Advisor did not or does not meet the requirements of Section 3.10(g)(i)(A) and (B), Purchaser shall not be deemed to have breached this Section 3.10(g), so long as its management (or board of directors) did not either act in bad faith or with gross negligence in making its initial determination.

3. Date of Effectiveness; Limited Effect. This Third Amendment will be deemed effective as of March 8, 2024 (the “Third Amendment Effective Date”). Except as expressly provided in this Third Amendment, all of the terms and provisions of the Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Third Effective Date, each reference in the Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Agreement, will mean and be a reference to the Agreement as amended by this Third Amendment. Notwithstanding any provision contained in this Third Amendment, in the event of any conflict between the provisions of this Third Amendment and the provisions of the Agreement, the provisions of this Third Amendment shall control.

4. Representations and Warranties. Each Party hereby represents and warrants to the other Party that:

(a) It has the full right, power, and authority to enter into this Third Amendment and to perform its obligations hereunder and under the Agreement as amended by this Third Amendment.

(b) The execution of this Third Amendment by the individual whose signature is set forth at the end of this Third Amendment on behalf of such Party, and the delivery of this Third Amendment by such Party, have been duly authorized by all necessary action on the part of such Party.

(c) This Third Amendment has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other Party) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors’ rights generally or the effect of general principles of equity.

(d) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THE AGREEMENT AND IN THIS SECTION 4 OF THIS THIRD AMENDMENT, (1) NEITHER PARTY HERETO NOR ANY PERSON ON SUCH PARTY’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (2) EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH OTHER PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 4.

5. Miscellaneous.

(a) This Third Amendment and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Third Amendment, whether sounding in contract, tort, or statute are governed by, and construed in accordance with and enforced under the laws of the State of New York, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York.

(b) This Third Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

(c) The headings in this Third Amendment are for reference only and do not affect the interpretation of this Third Amendment.

(d) This Third Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Third Amendment electronically shall be effective as delivery of an original executed counterpart of this Third Amendment.

(e) The Agreement and this Third Amendment together constitute the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

(f) Each Party shall pay its own costs and expenses in connection with this Third Amendment (including the fees and expenses of its advisors, accountants, and legal counsel).

[signatures on separate pages]

IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be duly executed as of the Third Amendment Effective Date.

	Predecessor:

	BROAD CAPITAL ACQUISITION CORP.

	By:	/s/ Xxxxxx Xxx
	Name:	Xxxxxx Xxx
	Title:	Chief Executive Officer

IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be duly executed as of the Third Amendment Effective Date.

	Company:

	OPENMARKETS GROUP PTY LTD

	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Chair

	By:	/s/ Xxxx Xxxxxxxxx
	Name:	Xxxx Xxxxxxxxx
	Title:	Company Secretary

IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be duly executed as of the Third Amendment Effective Date.

	Shareholder:

	BMYG OMG Pty Ltd

	By:	/s/ Xxxxxx Xxx
	Name:	Xxxxxx Xxx
	Title:	Chief Investment Officer

	By:	/s/ Xxxx Xxx
	Name:	Xxxx Xxx
	Title:	Chief Executive Officer

IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be duly executed as of the Third Amendment Effective Date.

	Sponsor/Indemnified Party Representative:

	BROAD CAPITAL LLC

	By:	/s/ Xxxxxx Xxx
	Name:	Xxxxxx Xxx
	Title:	Manager

IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be duly executed as of the Third Amendment Effective Date.

	Purchaser:

	Broad Capital Acquisition Ltd.

	By:	/s/ Xxxxxx Xxx
	Name:	Xxxxxx Xxx
	Title:	Authorized Officer

	By:	/s/ Rongrong (Xxxx) Xxxxx
	Name:	Xxxxxxxx (Xxxx) Xxxxx
	Title:	Authorized Officer

Exhibit A

Schedule 3.10

See attached.

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BCA AMENDMENT NO. 3

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