EX-10.12L 13 ex10-12l.htm

 

Exhibit 10.12.L

 

Deed of Variation to

Working Capital 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

Working Capital Facility Agreement

 

DATE: 4TH JANUARY 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 TradeFloor Holdings Pty Ltd (ACN 603 342 329)have entered into a Working Capital Facility Agreement dated 15 May 2020, which was novated to the Borrower on 12 October 2023and was 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) and 12 October 2023 (together, the Agreement).
     
  B. The parties hereby agree to amend the Agreement by this deed for the following matters:

 

  I. to extend the Termination Date to 31 March 2025; and
  II. to increase the Facility Limit to A$30 million.

 

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 (b), 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 21 December 2023, 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 the following officers:

 

/s/ Naseema Sparks AM   /s/ Nicholas Hornstein
Signature of director   Signature of authorised person
     
NASEEMA SPARKS AM   NICHOLAS 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 the following officers:

 

/s/ Ruihao ‘Julius’ Wei   /s/ Songyu ‘Eric’ Gao
Signature of director   Signature of authorised person
     
RUIHAO ‘JULIUS’ WEI   SONGYU ‘ERIC’ GAO
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. The ‘Termination Date’ (as modified by letter agreement on 20 April 2023 to 1 October 2024 for all advances) is further varied such that all Advances are extended until 31 March 2025.
   
3. 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 $30 million including all capitalised interest and fees accrued in accordance with this document.