EX-10.12C 6 ex10-12c.htm

 

Exhibit 10.12.C

 

Deed of Variation to

Working Capital FacilityAgreement

 

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 FacilityAgreement

 

DATE: 22 March 2022

 

PARTIES

 

TRADEFLOOR HOLDINGS PTY LTD ACN 603 342 329 (“Borrower”);

 

ENHANCED INVESTMENTS PTY LTD ACN 639 583 930 (“Lender”).

 

RECITALS

 

  A. The Lender and the Borrower entered into an Working Capital Facility Agreement dated 15 May2020 (Agreement) as varied on 14 January 2021.
     
  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. Variation

 

With effect on and from the date of this Deed, the Agreement is varied on the terms set out inSchedule 1 to this Deed.

 

2.2. Confirmation of Agreement

 

All provisions of the Agreement other than those varied by clause 2.1 remain unchanged andcontinue 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 permittedassigns.

 

2.6. No assignment

 

A party cannot assign or otherwise transfer the benefit of this Deed without the prior writtenconsent of each other party.

 

2.7. No variation

 

This Deed cannot be amended or varied except in writing signed by the parties.

 

2.8. Costs

 

Each party must pay its own legal costs of and incidental to the preparation and completion of this Deed.

 

2.9. 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.

 

2.10. 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 TRADEFLOOR HOLDINGS

PTY LTD ACN 603 342 329 in accordance

with the Corporations Act 2001 by being

signed by the following officers:

 

/s/ Deane Sweeney  
Signature of sole director  

 

Deane Sweeney  
Name of sole director (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/ Julius Wei   /s/ Eric Gao
Signature of director   Signature of authorised person
     
Julius Wei   Eric Gao

Name of director (please print)

  Name of authorised person (please print)

 

 

 

 

Schedule 1

 

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  

$5,491,227.68 inclusive of all capitalised interest

and fees accrued in accordance with this document.