EXHIBIT 10.30


 





 



 


DEED
OF AMENDMENT TO LOAN NOTE TRANSACTION DOCUMENTS


 


by
and between


 


CODAOCTOPUS
GROUP, INC.,


 


And


 


CCM
HOLDINGS LLC


 


 



 


Dated:
17 October 2016




 


 



 





 



 




    	 



    	 



    

 


Contents


 





 



 


Clause


 


	1.
	Interpretation	4
	2.	Consent
    to Amendment	4
	3.	Amendment	5
	4.	Representation
    and Warranties	5
	5.	Binding
    Effect.	5
	6.	Incorporation
    by Reference.	6
	7.	Further
    Assurances.	6
	8.	No
    Alteration.	6
	9.	Electronic
    Signatures and Transmissions	6


 




    	 



    	 



    

 


THIS
DEED OF AMENDMENT is dated 17 October 2016


 


Parties


 


	(1)	Coda
    Octopus Group, Inc., a Delaware corporation, whose principal place of business is at 4020 Kidron Road, Suite #4, Lakeland,
    Florida 33811 (“COGI” or “Issuer”); and
	 	 
	(2)	CCM
    Holdings LLC (a New Jersey limited liability company) with its principal place of business at 376 Main Street, PO Box 74,
    Bedminster, NJ 07921 (“CCM” or “Noteholder”) 


 


together
“Parties” or alone “Party”


 


WHEREAS:-



 


	 	(A)	COGI
    issued Loan Note Instrument on or around 21 February, 2008 constituting the issue of USD 12,000,000 Convertible Loan Notes
    due 21 February 2015 (each Note having a nominal value of USD100,000). 
	 	 	 
	 	(B)	Pursuant
    to a Deed of Amendment dated 30 October 2015 the Parties made certain amendments to the Transaction Documents and the Issuer
    assumed some continuing obligations which the Parties would now like to amend. 
	 	 	 
	 	(C)	The
    Transaction Documents provide for all alterations to the terms and conditions of the said Loan Notes to be by consent of the
    Noteholder.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged by each Party hereto, the Issuer and the Noteholder agree to the amendments
contained herein. The Parties intend that these stated modifications are binding from the Effective Date.


 




    	 



    	 



    

 


Agreed
terms


 


	1.	Interpretation



 


	1.1	The
    definitions and rules of interpretation in this Clause apply in this Deed.
	 	 
	 	Effective
    Date: means October 17, 2016 
	 	 
	 	Form:
    an application with the US Securities and Exchange Commission (SEC) in the form of either a Form 10 or Form S-1.
	 	 
	 	Parties:
    means COGI and CCM and a “Party” either COGI or CCM. 
	 	 
	 	Transaction
    Documents: means the Subscription Agreement, the Loan Note Instrument, the Deed of Guarantee, the Debentures, the Floating
    Charges, the Lock-up Agreements, the Security Agreement, the Confidentiality Agreement, the Intercreditor Deed, and all other
    documents entered into in connection with any of them (and all of which were entered into on or around 21 February, 2008)
    and the Deeds of Amendment entered into on April 30, 2012 and August 18, 2014 respectively , Deed of Amendment dated 30 October
    2015 and this Deed of Amendment. 
	 	 
	 	Trading
    Market: the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
    the American Stock Exchange, the Nasdaq Capital Market, The Nasdaq Global Market, the Nasdaq Global Select Market, the New
    York Stock Exchange or any other similar or equivalent market. 


 


Capitalized
terms used in this Deed of Amendment (including in the Preamble) which are not otherwise defined herein shall have the meanings
ascribed to such terms in the Transaction Documents.


 


	1.2	Clause
    and schedule headings do not affect the interpretation of this Agreement.
	 	 
	2.	Consent
    to Amendment
	 	 
	2.1	The
    Loan Note Instrument provides for modifications to the said Loan Note Instrument and other Transaction Documents to be by
    consent of the Noteholder and the Issuer. 
	 	 
	2.2	By
    signing this Deed of Amendment the Issuer and the Noteholder consent to the modifications documented in this Deed of Amendment.
    
	 	 
	2.3	With
    effect from the Effective Date the Transaction Documents shall be construed as including this Deed of Amendment and the definition
    of Transaction Documents shall be amended from the Effective Date accordingly. 


 




    	 



    	 



    

 


	3.	Amendment


 


MODIFICATIONS
TO CERTAIN COVENANTS AND AGREEMENTS SET FORTH IN DEED OF AMENDMENT DATED 30 OCTOBER 2015 AND WHICH IS ATTACHED FOR EASE OF REFERENCE


 


	3.1	In
    consideration for promises and covenants, the Noteholder consents to the Amendment as set out in Clause 3.2.
	 	 
	3.2	Clauses
    4.3, 4.4 and 4.8 of the Deed of Amendment dated 30 October 2015 and entered into between the Parties hereto, are deemed deleted
    in their entirety. Consequently the Issuer is under no obligation to file the Form pursuant to Clause 4.3 or maintain the
    filing pursuant to Clause 4.4 or list its Common Stock on a Trading Market pursuant to Clause 4.8.
	 	 
	4.	Representation
    and Warranties
	 	 
	5.1	The
    Noteholder represents that it is the lawful owner of the Notes and that an Extraordinary Resolution authorising it to enter
    into this Deed has been passed and duly signed and authorised on or before the date hereof. 
	 	 
	5.2	The
    Noteholder further represents that in entering into this Deed of Amendment it has the right, power and authority to do so
    and more particularly to agree to the modifications of the obligations of COGI under the Loan Note Instrument and no further
    authorization or consents are required to enter into this Deed of Amendment under which the rights of the Noteholder against
    COGI are being modified.
	 	 
	5.	Binding
    Effect.
	 	 
	 	Each
    of the Parties undertake that they are authorized to enter into this Agreement and when executed will be legally binding on
    each of the Parties hereto.


 




    	 



    	 



    

 


	6.	Incorporation
    by Reference. 
	 	 
	 	The
    following provisions contained in the Loan Note Instrument shall be deemed incorporated by reference herein and shall be read
    and construed as separately and directly applicable to this Agreement:
	 	 
	 	(a)
    Condition 8 (LAW). 
	 	 
	7.	Further
    Assurances.
	 	 
	 	Each
    of the Parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents,
    exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any governmental authority
    or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Deed.
	 	 
	8.	No
    Alteration.
	 	 
	 	All
    other terms and conditions of the Loan Note Instrument and the Transaction Documents shall remain unaltered.
	 	 
	9.	Electronic
    Signatures and Transmissions
	 	 
	 	This
    Deed may be transmitted in electronic format and shall not be denied legal effect because it was formed or transmitted in
    whole or in part, by electronic means. An electronic, digital or electronically transmitted signature (collectively, Electronic
    Signature”) will be deemed an acceptable original for purposes of consummating this Deed and binding the party providing
    such Electronic Signature.


 


IN
WITNESS whereof this Deed has been duly executed the day and year first before written.


 


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	Executed
    as a deed by Coda	 
	Octopus
    Group, Inc., acting by	 
	Annmarie
    Gayle, a director, and Geoff	 
	Turner,
    a director	 
	 	 
	 	/s/
    Annmarie Gayle
	 	ANNMARIE
    GAYLE
	 	Director
	 	 
	 	/s/
    Geoff Turner
	 	GEOFF
    TURNER
	 	Director


 


	Executed
    as a deed by CCM	 
	Holdings
    LLC acting by John W.	 
	Galuchie,
    Jr. Managing Member, in	 
	the
    presence of:	/s/
    John Galuchi, Jr.
	 	John
    Galuchie, Jr. 
	 	Managing
    Member


 


	/s/	 
	 	 
	Signature of witness
	Executive Assistant
	 
	Title:	 	 
	 	Piper
    Sheldon	 
	Name:	 	 
	Address: