SUPPLEMENTARY AGREEMENT
Exhibit 10.22
THIS SUPPLEMENTARY AGREEMENT (“Agreement”) is made and entered into as of 1 March 2023, by and between:
| ● | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ PR & Events Limited who operates the brand name Voltage Public Relations (“Party A”), a business registered in Hong Kong with business registration number 62889949; |
| ● | Voltage X Innovations Limited (“Party B”), a to-be-incorporated company in Seychelles; and |
| ● | Insight Property Wealth Pty Limited (“Party C”), an Australia incorporated company with registration number ABN 36 666 542 043, having its principal place of business at ▇▇▇▇▇ ▇/▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇. |
WHEREAS:
| 1. | Party A operates under the trade name “Voltage Public Relations” |
| 2. | Party B will be incorporated in Seychelles and will assume obligations and responsibilities associated with certain business contracts. |
| 3. | Party C and Party B executed an Engagement Agreement on 1 March 2023 (the “Engagement Agreement”) concerning certain business activities. |
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, the Parties agree as follows:
| 1. | Acknowledgment and Supplement to Engagement Agreement |
| 1.1 | This Agreement serves as a supplement to the Engagement Agreement executed between Party B and Party C. |
| 1.2 | Party C acknowledges that all obligations and contracts under the Engagement Agreement, until the incorporation of Party B, will be performed under the business name of Party A (Voltage Public Relations). |
| 1.3 | Party B will be incorporated in Seychelles in the future. Upon such incorporation, all obligations, businesses, and contracts referred to or introduced to Party A by Party C shall be transferred to, assumed, and performed by Party B. |
| 2. | Obligations and Performance |
| 2.1 | From the date of this Agreement, all businesses and contracts introduced to Party A by Party C, as part of the Engagement Agreement, will be conducted under Party A’s business name until the incorporation of Party B. |
| 2.2 | Upon the incorporation of Party B, all such businesses, contracts, obligations, and related performances will automatically transfer to and be assumed by Party B. Party B will be responsible for fulfilling all obligations, including any performance obligations, arising under those contracts. |
| 3. | Indemnification |
| 3.1 | Indemnification by Party B: Upon incorporation of Party B, it agrees to indemnify, defend, and hold harmless Party A, Party C and all directors and officers from any claims, liabilities, losses, damages, costs, or expenses, whether arising from contracts, trades, or businesses referred to Party A or to Party B post-incorporation. |
| 4. | Marketing and Communication |
| 4.1 | For clarity, all parties acknowledge that any businesses introduced by Party C to either Party A or Party B (upon incorporation) for ultimate clients will be communicated and marketed under the name Voltage X Innovations Limited for ease of marketing and branding. Party C further acknowledges that for the purposes of businesses and performance, Party A and Party B are considered as the same person for these purposes. |
| 5. | Representations and Warranties |
| 5.1 | Party A represents and warrants that it is duly registered in Hong Kong and has the full legal right to conduct its business under the brand name “Voltage Public Relations.” |
| 5.2 | Party B represents and warrants that upon incorporation, it will assume all obligations, contracts, and liabilities related to the businesses and contracts outlined in this Agreement. |
| 5.3 | Party C represents and warrants that it is a duly incorporated entity and that it has the full authority to enter into this Agreement. |
| 6. | Governing Law |
| 6.1 | This Agreement shall be governed by and construed in accordance with the laws of Seychelles. |
| 7. | Miscellaneous |
| 7.1 | Entire Agreement: This Agreement, along with the Engagement Agreement, constitutes the entire understanding between the Parties concerning the subject matter herein and supersedes any prior agreements or understandings, whether oral or written. |
| 7.2 | Amendments: Any modification or amendment to this Agreement must be in writing and signed by all Parties. |
| 7.3 | Termination: This Agreement shall remain in force until terminated by mutual consent in writing. |
| 7.4 | Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.
Voltage Public Relations
| By: | /s/ ▇▇▇ ▇▇▇ ▇▇ | |
| Name: | ▇▇▇ ▇▇▇ ▇▇, on behalf of Party A | |
| Title: | Director |
Voltage X Innovations Limited
| By: | /s/ ▇▇▇ ▇▇▇ ▇▇ | |
| Name: | ▇▇▇ ▇▇▇ ▇▇ |
Insight Property Wealth Pty Limited
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Head of Sales |
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