Exhibit 10.1


 


Information
Memorandum


 


 


 


Moneytech
Finance Pty Ltd





(ABN 75
112 110 906)


 


Issue
of Australian Dollar Subordinated Notes


 


unconditionally
and irrevocably guaranteed on a joint and several and subordinated basis by


  


Moneytech
Limited


(ABN 77
106 249 852)


  


Moneytech
Services Pty Ltd





(ABN 81
112 110 933) 


  


 


Lead Manager
and Initial Subscriber


  


FIIG
Securities Limited





(ABN 68
085 661 632)


 


8 April
2015


 






    	 



    	 



    

  


 


 





Contents


 




	Important Notice	 	3
	Summary of the Subordinated Notes	 	8
	Summary description of the Deed of Subordination	 	15
	Corporate Profile	 	20
	Key Risk Factors	 	27
	Conditions	 	38
	Form of Determination Date Statement	 	77
	Form of Pricing Supplement	 	78
	Selling Restrictions	 	82
	Australian Taxation	 	85
	Directory	 	90



 






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Important
Notice





 


Introduction


 


This
Information Memorandum relates to an issue of Australian dollar notes (“Subordinated Notes”) by Moneytech Finance
Pty Ltd (ABN 75 112 110 906) (“Issuer”).


 


The
Subordinated Notes are unconditionally and irrevocably guaranteed on a joint and several and subordinated basis by Moneytech Limited
(ABN 77 106 249 852) (“Parent Guarantor”) and each other entity described as an “Initial Guarantor”
in the section entitled “Summary” below (together, the “Initial Guarantors”) pursuant to
the guarantee (“Subordinated Guarantee”) set out in the note trust deed dated 8 April 2015 (“Note
Trust Deed”) between the Issuer, the Initial Guarantors and BNY Trust Company of Australia Limited (ABN 49 050 294 052)
(“Trustee”). The Issuer may, from time to time, and in accordance with the terms of the Note Trust Deed appoint
or procure the appointment of any subsidiary of the Issuer or of the Parent Guarantor which is not an Initial Guarantor as an
additional guarantor (each such guarantor, a “New Guarantor” and together with the Initial Guarantors, the
“Guarantors”) or, in accordance with the terms of the Note Trust Deed, obtain a release of the guarantee provided
by a Guarantor other than the Parent Guarantor (and such released entity shall no longer be a Guarantor).


 


References
to “Moneytech Group” or “Group” are to the Parent Guarantor and its Subsidiaries (within
the meaning of Part 1.2 Division 6 of the Corporations Act 2001 of Australia (“Corporations Act”)).


 


References
to “Information Memorandum” are to this Information Memorandum and any other document incorporated by reference
and to any of them individually.


 


Prospective
investors should read this Information Memorandum carefully prior to making any decision in relation to purchasing, subscribing
for or investing in the Subordinated Notes.


 


Issuer’s
responsibility 


 


This
Information Memorandum has been prepared and issued by the Issuer and the Parent Guarantor. The Issuer and the Parent Guarantor
accept responsibility for the information contained in this Information Memorandum other than information provided by the Lead
Manager and Initial Subscriber, the Trustee and the Agents (each as defined in the section entitled “Summary” below)
in relation to their respective details in the section entitled “Directory” below.


 


Place
of issuance


 


Subject
to applicable laws, regulations and directives, the Issuer may issue the Subordinated Notes in any country including Australia
and countries in Europe and Asia but not in the United States of America unless such Subordinated Notes are registered under the
United States Securities Act of 1933 (as amended) (“Securities Act”) or an exemption from the registration
requirements under the Securities Act is available.


 


Terms
and conditions of issue


 


THE
SUBORDINATED NOTES ARE SUBORDINATED ON THE TERMS OF THE DEED OF SUBORDINATION (AS DEFINED BELOW).


 


The
Subordinated Notes will be issued in a single series under the Note Trust Deed. The series may comprise one or more tranches (each
a “Tranche”) having one or more issue dates and on conditions that are otherwise identical (other than, to
the extent relevant, in respect of the issue price and date of the first payment of interest).


 


A
pricing supplement (“Pricing Supplement”) will be issued for each Tranche of Subordinated Notes. A Pricing
Supplement will contain details of the initial aggregate principal amount, issue price, issue date, maturity date, details of
interest payable (if any) together with any other terms and conditions not set out in the section entitled “Conditions”
below that may be applicable to that series of Subordinated Notes. The terms and conditions (“Conditions”)
applicable to the series of Subordinated Notes are included in this Information Memorandum and may be supplemented, amended, modified
or replaced by the Pricing Supplement applicable to those Subordinated Notes.


 






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A
Pricing Supplement or another supplement to this Information Memorandum may also supplement, amend, modify or replace any statement
or information incorporated by reference in this Information Memorandum or a supplement to this Information Memorandum.


 


Documents
incorporated by reference


 


This
Information Memorandum is to be read in conjunction with all documents which are deemed to be incorporated into it by reference
as set out below. This Information Memorandum shall, unless otherwise expressly stated, be read and construed on the basis that
such documents are so incorporated and form part of this Information Memorandum. Investors should review, amongst other things,
the documents which are deemed to be incorporated in this Information Memorandum by reference when deciding whether to purchase
any Subordinated Notes.


 


The
following documents are incorporated in, and taken to form part of, this Information Memorandum:


 


	●	the
                                         Note Trust Deed;
	 	 
	●	the
                                         deed of subordination dated 8 April 2015 (“Deed of Subordination”)
                                         between the Issuer, the Initial Guarantors, the Senior Financier (as defined in the Conditions)
                                         and the Trustee;
	 	 
	●	the
                                         most recent audited consolidated annual financial statements and unaudited consolidated
                                         semi-annual financial statements (if any) of the Moneytech Group which are publicly available
                                         on its website at http://www.moneytech.com.au/; 
	 	 
	●	all
                                         amendments and supplements to this Information Memorandum prepared by the Issuer from
                                         time to time and all documents stated herein or therein to be incorporated in this Information
                                         Memorandum; 
	 	 
	●	all
                                         other documents issued by the Issuer and stated to be incorporated by reference in this
                                         Information Memorandum by reference; and
	 	 
	●	the
                                         Pricing Supplement and all documents stated therein to be incorporated in this Information
                                         Memorandum.



 


Any
statement contained in this Information Memorandum or in any of the documents incorporated by reference in, and forming part of,
this Information Memorandum shall be modified or superseded in this Information Memorandum to the extent that a statement contained
in any document subsequently incorporated by reference into this Information Memorandum modifies or supersedes such statement
(including whether expressly or by implication).


 


Copies
of the Note Trust Deed, the Deed of Subordination, each Pricing Supplement and any documents incorporated by reference in this
Information Memorandum may be obtained from the office of the Issuer, the Trustee or such other person specified in the Pricing
Supplement.


 


Except
as provided above, no other information, including any document incorporated by reference in any of the documents described above,
is incorporated by reference into this Information Memorandum.


 


Any
internet site addresses provided in this Information Memorandum are for reference only and the content of any such internet site
is not incorporated by reference into, and does not form part of, this Information Memorandum.


 


No
independent verification


 


The
only role of the Lead Manager and Initial Subscriber, the Trustee and the Agents in the preparation of this Information Memorandum
has been to confirm to the Issuer that their respective details in the section entitled “Directory” below are accurate
as at the Preparation Date (as defined below).


 


Apart
from the foregoing, none of the Lead Manager and Initial Subscriber, the Trustee and the Agents has independently verified the
information contained in this Information Memorandum. Accordingly, no representation, warranty or undertaking, express or implied,
is made, and no responsibility is accepted, by any of them, as to the accuracy or completeness of this Information Memorandum
or any further information supplied by the Issuer in connection with the Subordinated Notes.


 


The
Lead Manager and Initial Subscriber, the Trustee and the Agents expressly do not undertake to any holder of a Subordinated Note
to review the financial condition or affairs of the Issuer, the Guarantors or any of their affiliates at any time or to advise
any holder of a Note of any information coming to their attention with respect to the Issuer or a Guarantor and make no representations
as to the ability of the Issuer or a Guarantor to comply with their respective obligations under the Subordinated Notes.


 






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Intending
purchasers to make independent investment decision and obtain tax advice


 


This
Information Memorandum contains only summary information concerning the Issuer, the Guarantors and the Subordinated Notes and
should be read in conjunction with all of the documents which are deemed to be incorporated by reference herein. The information
contained in this Information Memorandum is not intended to provide the basis of any credit or other evaluation in respect of
the Issuer, any Guarantor or any Subordinated Notes and should not be considered or relied on as a recommendation or a statement
of opinion (or a representation or report of either of those things) by any of the Issuer, any Guarantor, the Lead Manager and
Initial Subscriber, the Trustee or the Agents that any recipient of this Information Memorandum should subscribe for, purchase
or otherwise deal in any Subordinated Notes or any rights in respect of any Subordinated Notes.


 


Each
investor contemplating subscribing for, purchasing or otherwise dealing in any Notes or any rights in respect of any Subordinated
Notes should:


 


	●	make
                                         and rely upon (and shall be taken to have made and relied upon) its own independent investigation
                                         of the financial condition and affairs of, and its own appraisal of the creditworthiness
                                         of, the Issuer, the Guarantors and the Subordinated Notes; 
	 	 
	●	determine
                                         for themselves the relevance of the information contained in this Information Memorandum
                                         (including the Deed of Subordination), and must base their investment decision solely
                                         upon their independent assessment and such investigations as they consider necessary;
                                         and
	 	 
	●	consult
                                         their own tax advisers concerning the application of any tax (including stamp duty) laws
                                         applicable to their particular situation.






 


No
advice is given in respect of the legal or taxation treatment of investors or purchasers in connection with an investment in any
Subordinated Notes or rights in respect of them and each investor should consult their own professional adviser.


 


This
Information Memorandum does not describe the risks of an investment in any Subordinated Notes. Prospective investors should consult
their own professional, financial, legal and tax advisers about risks associated with an investment in any Subordinated Notes
and the suitability of investing in the Subordinated Notes in light of their particular circumstances.


 


No
offer


 


This
Information Memorandum does not, and is not intended to, constitute an offer or invitation by or on behalf of the Issuer, any
Guarantor, the Lead Manager and Initial Subscriber, the Trustee or the Agents to any person to subscribe for, purchase or otherwise
deal in any Subordinated Notes.


 


Selling
restrictions and no disclosure


 


EACH
INVESTOR SUBSCRIBING FOR, PURCHASING OR OTHERWISE DEALING IN ANY SUBORDINATED NOTES IS DEEMED TO HAVE REPRESENTED AND WARRANTED
THAT IT IS A PERSON TO WHOM IT IS LAWFUL TO MAKE ANY OFFER OF SUBORDINATED NOTES AND IT IS A PERSON TO WHOM AN OFFER OF SUBORDINATED
NOTES FOR ISSUE OR SALE MAY BE MADE WITHOUT DISCLOSURE UNDER PART 6D.2 OR CHAPTER 7 OF THE CORPORATIONS ACT.


 


The
distribution and use of this Information Memorandum, including any Pricing Supplement, advertisement or other offering material,
and the offer or sale of Subordinated Notes may be restricted by law in certain jurisdictions and intending purchasers and other
investors should inform themselves about them and observe any such restrictions. In particular, no action has been taken by any
of the Issuer, the Guarantors, the Lead Manager and Initial Subscriber or the Trustee or the Agents which would permit a public
offering of any Subordinated Notes or distribution of this Information Memorandum in any jurisdiction where action for that purpose
is required.


 






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Neither
this Information Memorandum nor any other disclosure document in relation to the Subordinated Notes has been lodged with the Australian
Securities and Investments Commission (“ASIC”). A person may not make or invite an offer of the Subordinated
Notes for issue or sale in Australia (including an offer or invitation which is received by a person in Australia) or distribute
or publish this Information Memorandum or any other offering material or advertisement relating to the Subordinated Notes in Australia
unless the minimum aggregate consideration payable by each offeree is at least A$500,000 (or its equivalent in another currency,
in each case disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require
disclosure to investors in accordance with Part 6D.2 or Chapter 7 of the Corporations Act and such action complies with all applicable
laws and directives.


 


This
Information Memorandum is not a prospectus or other disclosure document for the purposes of the Corporations Act.


 


For
a description of certain restrictions on offers, sales and deliveries of the Subordinated Notes, and on distribution of this Information
Memorandum, any Pricing Supplement or other offering material relating to the Subordinated Notes, see the section entitled “Selling
Restrictions” below.


 


A
person may not (directly or indirectly) offer for subscription or purchase or issue an invitation to subscribe for or buy Subordinated
Notes, nor distribute or publish this Information Memorandum or any other offering material or advertisement relating to the Subordinated
Notes except if the offer or invitation complies with all applicable laws, regulations and directives.


 


No
authorisation


 


No
person has been authorised to give any information or make any representations not contained in or consistent with this Information
Memorandum in connection with the Issuer, the Guarantors or the issue or sale of the Subordinated Notes and, if given or made,
such information or representation must not be relied on as having been authorised by the Issuer, the Guarantors, the Lead Manager
and Initial Subscriber, the Trustee or the Agents.


 


No
registration in the United States


 


The
Subordinated Notes have not been, and will not be, registered under the Securities Act. The Subordinated Notes may not be offered,
sold, delivered or transferred, at any time, within the United States of America, its territories or possessions or to, or for
the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”))
except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act.


 


Agency
and distribution arrangements


 


The
Issuer has agreed or may agree to pay fees to the Trustee and the Agents for undertaking their respective roles and reimburse
them for certain of their expenses properly incurred in connection with the Subordinated Notes.


 


The
Issuer may also pay a fee to the Lead Manager and Initial Subscriber in respect of the Subordinated Notes subscribed by it, and
may agree to reimburse the Lead Manager and Initial Subscriber for certain expenses properly incurred in connection with the Subordinated
Notes and may indemnify the Lead Manager and Initial Subscriber against certain liabilities in connection with the offer and sale
of Subordinated Notes.


 


The
Issuer, the Guarantors, the Lead Manager and Initial Subscriber, the Trustee and the Agents, and their respective related entities,
directors, officers and employees may have pecuniary or other interests in the Subordinated Notes and may also have interests
pursuant to other arrangements and may receive fees, brokerage and commissions and may act as a principal in dealing in any Subordinated
Notes.


 


The
distribution and use of this Information Memorandum, including any Pricing Supplement, advertisement or other offering material,
and the offer or sale of Subordinated Notes may be restricted by law in certain jurisdictions and intending purchasers and other
investors should inform themselves about them and observe any such restrictions. In particular, no action has been taken by any
of the Issuer, the Guarantors, the Lead Manager and Initial Subscriber, the Trustee or any Agents which would permit a public
offering of any Subordinated Notes or distribution of this Information Memorandum or any such document in any jurisdiction where
action for that purpose is required.


 


Currency


 


In
this Information Memorandum, references to “$”, “A$” or “Australian dollars”
are to the lawful currency of the Commonwealth of Australia.


 






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Currency
of information


 


The
information contained in this Information Memorandum is prepared as of its Preparation Date. Neither the delivery of this Information
Memorandum nor any offer, issue or sale made in connection with this Information Memorandum at any time implies that the information
contained in it is correct, that any other information supplied in connection with the Subordinated Notes is correct or that there
has not been any change (adverse or otherwise) in the financial conditions or affairs of the Issuer or any Guarantor at any time
subsequent to the Preparation Date. In particular, neither the Issuer nor any Guarantor is under any obligation to any person
to update this Information Memorandum at any time after an issue of Subordinated Notes.


 


In
this Information Memorandum, “Preparation Date” means:


 


	●	in
                                         relation to this Information Memorandum, the date indicated on its face or, if this Information
                                         Memorandum has been amended, or supplemented, the date indicated on the face of that
                                         amendment or supplement;
	 	 
	●	in
                                         relation to any annual reports and financial statements incorporated in this Information
                                         Memorandum, the date up to, or as at, the date on which such annual reports and financial
                                         statements relate; and
	 	 
	●	in
                                         relation to any other item of information which is to be read in conjunction with this
                                         Information Memorandum, the date indicated on its face as being its date of release or
                                         effectiveness. 









 






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Summary
of the Subordinated Notes








 


The
following is a brief summary only and should be read in conjunction with the rest of this Information Memorandum and, in relation
to any Subordinated Notes, the Note Trust Deed, the Deed of Subordination, the applicable Conditions and any relevant Pricing
Supplement. A term used below but not otherwise defined has the meaning given to it in the Conditions. A reference to a “Pricing
Supplement” does not limit provisions or features which may be supplemented, amended, modified or replaced by a Pricing
Supplement in relation to an issue of Subordinated Notes.


 


	Issuer:
    	Moneytech
                                         Finance Pty Ltd (ABN 75 112 110 906).

         

        Further
        information (which information is not incorporated by reference in this Information Memorandum) regarding the Issuer can
        be obtained from the Parent Guarantor’s website at http://www.moneytech.com.au/ or from the documents specifically
        incorporated by reference in this Information Memorandum.

	 	 
	Subordinated
    Guarantee and Initial Guarantors:	(a)           
                                         Moneytech Limited (ABN 77 106 249 852); and

                  
         

        (b)           
Moneytech Services Pty Ltd (ABN 81 112 110 93).

                 

        The
        Subordinated Notes are issued with the benefit of the Subordinated Guarantee and the payment of principal and interest
        in respect of the Subordinated Notes will be unconditionally and irrevocably guaranteed on a joint and several and subordinated
        basis by the Guarantors as more fully set out in the Note Trust Deed.

         

        As
        more fully described below, the Issuer may, from time to time, as required under Condition 5.2(d) (“Financial covenants”)
        and in accordance with the terms of the Note Trust Deed appoint or procure the appointment of any Subsidiary of the Issuer
        or of the Parent Guarantor which is not an Initial Guarantor as an additional guarantor or obtain a release of a guarantor
        other than the Parent Guarantor (each entity from time to time appointed as a guarantor which has not been released, a
        “Guarantor”).

	 	 
	Lead
    Manager and Initial Subscriber:	FIIG
    Securities Limited (ABN 68 085 661 632).
	 	 
	Registrar:	BTA
    Institutional Services Australia Limited (ABN 48 002 916 396) or such other person appointed by the Issuer under an Agency
    Agreement to perform registry functions and establish and maintain a Register (as defined below) on the Issuer’s behalf
    from time to time (“Registrar”).  
	 	 
	Issuing
    & Paying Agent:	BTA
    Institutional Services Australia Limited (ABN 48 002 916 396) or any other person appointed by the Issuer under an Agency
    Agreement to act as issuing or paying agent on the Issuer’s behalf from time to time (“Issuing & Paying
    Agent”).
	 	 
	Calculation
    Agent:	BTA
    Institutional Services Australia Limited (ABN 48 002 916 396) or any other person appointed by the Issuer to act as calculation
    agent on the Issuer’s behalf from time to time (“Calculation Agent”).
	 	 
	Agents:	Each
    of the Registrar, Issuing & Paying Agent, Calculation Agent and any other person appointed by the Issuer to perform other
    agency functions with respect to any Tranche or series of Subordinated Notes (each an “Agent” and, together,
    the “Agents”).  
	 	 
	Trustee:	BNY
    Trust Company of Australia Limited (ABN 49 050 294 052) or such other person appointed under the Note Trust Deed as trustee
    of the Moneytech Note Trust from time to time (“Trustee”).



 






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	Form
    of Subordinated Notes: 	Subordinated
                                         Notes will be issued in registered form and will be debt obligations of the Issuer which
                                         are constituted by, and owing under, the Note Trust Deed.

         

        Subordinated
        Notes take the form of entries in a register (“Register”) maintained by the Registrar.

         

        No
        certificates in respect of any Subordinated Notes will be issued unless the Issuer determines that certificates should
        be available or if certificates are required by any applicable law or directive.

	 	 
	Negative
    pledge:	Subordinated
    Notes will have the benefit of a negative pledge, as described in Condition 5.1 (“Negative pledge”).
	 	 
	Financial
    covenants:	Subordinated
    Notes will have the benefit of certain financial covenants as described in Condition 5.2 (“Financial covenants”).
	 	 
	Status
    and ranking of the Subordinated Notes:	Subordinated
Notes will be direct and (subject to Condition 5.1 (“Negative pledge”)) unsecured obligations of the Issuer and will
be subordinated to, and rank junior in right of payment to, the obligations of the Issuer to the Senior Financier as set out in
the Deed of Subordination. All such obligations to the Senior Financier must be paid in full before any payment on account of
any sums payable in respect of the Subordinated Notes other than a Permitted Payment.

                                                          

                                                         This means that no payment of principal, interest or other amounts owing under the Subordinated Notes may
be made to Noteholders unless:




 





		 	·	such payments constitute Permitted Payments;
	 	 	 	 
		 	·	such payments follow acceleration and enforcement
of the Subordinated Notes on the terms set out in the Deed of Subordination;
	 	 	 	 
		 	·	the Senior Debt has been discharged or
repaid in full; 
	 	 	 	 
		 	·	with respect to payment of principal on
the Subordinated Notes, the Senior Financier is reasonably satisfied that a further loan or advance of funds or other monetary
obligation of similar amount to the principal amount of the Subordinated Notes has been provided to the Issuer and that lender
or investor has agreed to enter into a deed with the Senior Financer or terms similar, or substantially similar on materially no
less favourable to the Senior Financier, in each case, in substance as those set out in the Deed of Subordination or as may be
otherwise agreed with the Senior Financier; or
	 	 	 	 
		 	·	the Senior Financier gives its written
consent.
	 	 	 	 
	 	 	See the section entitled “Summary description of the Deed of Subordination” below for more information.
	 	 	 
	 	 	The obligations of the Issuer to:



 


		·	the Senior Financier; and
	 	 	 
		·	all other permitted secured creditors
under the Conditions,






	 	 	 
	 	will have the benefit of the security provided by the Issuer to secure its obligations to such secured creditors. Consequently, claims of any holder of Subordinated Notes will also be subordinated to the claims of these secured creditors by virtue of that security.







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	Status
    and ranking of the Subordinated Guarantee:	The
                                         Subordinated Notes will be unconditionally and irrevocably guaranteed on a joint and
                                         several and subordinated basis by the Guarantors, subject to the release of such Guarantors
                                         and the addition of new entities as Guarantors as set out in the Note Trust Deed. The
                                         obligations of each Guarantor under the Subordinated Guarantee will be direct and (subject
                                         to Condition 5.1 (“Negative pledge”)) unsecured obligations of that Guarantor
                                         and will be subordinated to, and rank junior in right of payment to, the obligations
                                         of that Guarantor to the Senior Financier as set out in the Deed of Subordination.

         

        See
        the section entitled “Summary description of the Deed of Subordination” below for more information.

         

        In
addition, the Issuer undertakes (and the Parent Guarantor will ensure that the Issuer will undertake):

        




  


	 	(a)	that, at all times, the aggregate of the Total Tangible Assets of the Issuer and the
Guarantors is at least 90 per cent. of the Total Tangible Assets of the Group, based on the then latest Financial Statements;
or
	 	 	 
	 	(b)	to cause such of its Subsidiaries to accede as a Guarantor pursuant to the Note Trust
Deed to ensure that, at all times, the aggregate of the Total Tangible Assets of the Issuer and the Guarantors is at least 90
per cent. of the Total Tangible Assets of the Group, based on the then latest Financial Statements.
	 	 	 
	 	The obligations of a Guarantor to:
	 	 
	 	(i)	the Senior Financier; and
	 	 	 
	 	(ii)	any other permitted secured creditors under the Conditions,






	 	 	 
	 	will have the benefit of the security provided by the Guarantor to secure its obligations to such secured creditors. Consequently, claims of any holder of Subordinated Notes against a Guarantor will also be subordinated to the claims of these secured creditors by virtue of that security.



 


	Interest:	Each
                                         Subordinated Note bears interest on its outstanding principal amount from (and including)
                                         its Interest Commencement Date to (but excluding) its Maturity Date (unless redeemed
                                         earlier) at the Interest Rate.

         

        Interest
        is payable in arrear on each Interest Payment Date or such other date on which a Subordinated Note is redeemed, and adjusted,
        if necessary, in accordance with the Business Day Convention.

         

        All
        such information will be set out in the relevant Pricing Supplement.

	 	 
	Interest
    Reserve Account:	As
                                         set out in more detail in the Note Trust Deed and the Deed of Subordination, the Issuer
                                         has undertaken to, on the Issue Date, pay into an Interest Reserve Account held in the
                                         name of the Trustee, an amount equal to the first two payments of interest that shall
                                         become due and payable on the Notes.

         

        The
        Issuer undertakes, at all times, to maintain the balance amount in the Interest Reserve Account equal to, or at least
        equal to, an amount equal to the next two succeeding payments of interest.

         

        For
        the purposes of determining the amount of interest due and payable on the next two succeeding Interest Payment Dates to
        be paid into the Interest Reserve Account, the amount of interest that is to be payable on those Interest Payment Dates
        is calculated using the BBSW Rate applicable on the day immediately prior to the date on which the payment into the Interest
        Reserve Account is made.

         

        The
balance amount in the Interest Reserve Account is only to be used to pay the amounts that become due and payable on each Interest
Payment Date, other than the interest that may accrue on the balance amount in the Interest Reserve Account to the extent that
it is payable to the Issuer. On instructions from the Issuer, the Trustee will transfer such amount from the Interest Reserve
Account to the account of the Issuing & Paying Agent to facilitate payment to the Noteholders of the amount due and payable
under the Subordinated Notes. The Issuer’s liability in respect of the payment under the Subordinated Notes is not discharged
until a payment is made to the Noteholders.

        




 






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	 	Failure to comply with the undertaking
to maintain the balance described above in the Interest Reserve Account will not result in an Unwind Event or Event of Default
of the Subordinated Notes under the Conditions. If the Issuer then fails to pay interest when due and payable to the Noteholders,
such non-payment of interest could result in an Unwind Event or Event of Default in respect of their Subordinated Notes.


 


If additional series of Notes are issued
and the Interest Reserve Account is applicable to those Notes, it is not intended for the moneys in the Interest Reserve Account
to be segregated by series.


 


See the section entitled “Summary description of the Deed of Subordination” below for more information.









 


	Denomination:	Subordinated
    Notes will be issued in the single denomination of A$1,000.  
	 	 
	Minimum
    parcel size on initial issue:	A$50,000.
	 	 
	Clearing
    System:	Subordinated
                                         Notes may be transacted either within or outside a clearing system.

         

        The
        Issuer intends to apply to Austraclear Ltd (ABN 94 002 060 773) (“Austraclear”) for approval for Subordinated
        Notes to be traded on the clearing and settlement system operated by Austraclear (“Austraclear System”).
        Upon approval by Austraclear, the Subordinated Notes will be traded through Austraclear in accordance with the rules and
        regulations of the Austraclear System. Such approval by Austraclear is not a recommendation or endorsement by Austraclear
        of such Subordinated Notes.

         

        Transactions
        relating to interests in the Subordinated Notes may also be carried out through the settlement system operated by Euroclear
        Bank S.A./N.V. (“Euroclear”) or the settlement system operated by Clearstream Banking, société
        anonyme (“Clearstream, Luxembourg”).

         

        Interests
        in the Subordinated Notes traded in the Austraclear System may be held for the benefit of Euroclear or Clearstream, Luxembourg.
        In these circumstances, entitlements in respect of holdings of interests in Subordinated Notes in Euroclear would be held
        in the Austraclear System by a nominee of Euroclear (currently HSBC Custody Nominees (Australia) Limited) while entitlements
        in respect of holdings of interests in Subordinated Notes in Clearstream, Luxembourg would be held in the Austraclear
        System by a nominee of J.P. Morgan Chase Bank, N.A. as custodian for Clearstream, Luxembourg.

         

        The
rights of a holder of interests in a Subordinated Note held through Euroclear or Clearstream, Luxembourg are subject to the respective
rules and regulations for accountholders of Euroclear and Clearstream, Luxembourg, the terms and conditions of agreements between
Euroclear and Clearstream, Luxembourg and their respective nominee and the rules and regulations of the Austraclear System. In
addition, any transfer of interests in a Subordinated Note, which is held through Euroclear or Clearstream, Luxembourg will, to
the extent such transfer will be recorded on the Austraclear System, be subject to the Corporations Act and the requirements for
minimum consideration as set out in the Conditions.

        




 






    	11



    	 



    

 





  


	 	None
        of the Issuer, any Guarantor, the Lead Manager and Initial Subscriber, the Trustee or any Agent will be responsible for
        the operation of the clearing arrangements which is a matter for the clearing institutions, their nominees, their participants
        and the investors.
	 	 
	Title:	Entry
                                         of the name of the person in the Register in respect of Subordinated Notes in the registered
                                         form constitutes the obtaining or passing of title and is conclusive evidence that the
                                         person so entered is the registered holder of that Subordinated Note subject to correction
                                         for fraud or error.

         

        Title
        to Subordinated Notes which are held in the Austraclear System will be determined in accordance with the rules and regulations
        of the Austraclear System.

         

        Subordinated
        Notes which are held in the Austraclear System will be registered in the name of Austraclear.

	 	 
	Payments:	Payments
    to persons who hold Subordinated Notes through the Austraclear System will be made in accordance with the rules and regulations
    of the Austraclear System.
	 	 
	Payment
    Date:	A
    Payment Date for a Subordinated Note is the Maturity Date, an Interest Payment Date or any other relevant date on which a
    payment in respect of that Subordinated Note is due, adjusted in accordance with the applicable Business Day Convention.
	 	 
	Record
    Date:	The
    Record Date is the close of business (in the place where the Register is maintained) on the eighth day before the Payment
    Date. 
	 	 
	Maturity
    and redemption:	Subject
                                         to compliance with all relevant laws, regulations and directives, each Subordinated Note
                                         will be redeemed on its Maturity Date at its outstanding principal amount, unless the
                                         Subordinated Note has been previously redeemed or purchased and cancelled.

         

        Subordinated
Notes are also redeemable prior to their scheduled maturity:




 


	 	●	at the option of the Issuer on certain Optional Redemption Dates; and/or
	 	 	 
	 	●	at the option of a holder of a Subordinated Note following the occurrence of a Change
of Control,
	 	 	 
	 	each as more fully set out in the Conditions and the relevant Pricing Supplement.
	 	 
	 	Subordinated Notes entered in the Austraclear System
will be redeemed through the Austraclear System in a manner that is consistent with the rules and regulations of the Austraclear
System.






	 	 
	Selling
    restrictions:	The
    offer, sale and delivery of Subordinated Notes and the distribution of this Information Memorandum and other material in relation
    to any Subordinated Notes are subject to such restrictions as may apply in any country in connection with the offer and sale
    of a the Subordinated Notes.  In particular, restrictions on the offer, sale or delivery of Subordinated Notes in
    Australia and Singapore are set out in the section entitled “Selling Restrictions” below.



 






    	12



    	 



    




 





 


	Transfer
    procedure:	Subordinated
                                         Notes may only be transferred in whole and in accordance with the Conditions.

         

        In
particular, the Subordinated Notes may only be transferred if the offer or invitation for the sale or purchase of Subordinated
Notes is received by a person:




 





		(a)	in Australia, only if the minimum aggregate consideration payable at the time of the transfer is
at least A$500,000 (or its equivalent in an alternative currency and, in each case, disregarding moneys lent by the transferor
or its associates to the transferee) or the Subordinated Notes are transferred in circumstances that do not otherwise require disclosure
to investors under Part 6D.2 or Chapter 7 of the Corporations Act and the transfer complies with all applicable laws and directives;
and
	 	 	 
		(b)	if, in a jurisdiction outside Australia, the transfer complies with all other applicable laws and
directives in the jurisdiction in which the transfer takes place.






	 	 	 
	 	Transfers of Subordinated Notes held in the Austraclear System will be made in accordance with the rules and regulations of the Austraclear System.



 


	Investors
    to obtain

 independent advice 

with respect to 

investment and other risks:	Investing
    in the Subordinated Notes entails a number of risks.  Certain risks associated with Moneytech Group's business are
    outlined in the section entitled "Key Risk Factors".  However, this Information Memorandum does
    not describe all of the risks associated with Moneytech Group's business and the risks associated with an investment in any
    Subordinated Notes or the market generally.  As such, prospective investors or purchasers should consult their own
    professional, financial, legal and tax advisers about risks associated with an investment in any Subordinated Notes and the
    suitability of investing in the Subordinated Notes in light of their particular circumstances.
	 	 
	Taxes,
    withholdings, deductions and stamp duty:	All
                                         payments in respect of the Subordinated Notes must be made without any withholding or
                                         deduction in respect of taxes, unless such withholding or deduction is required by law.

         

        In
        the event that any such withholding or deduction is made, the Issuer will, save in certain limited circumstances, be required
        to pay additional amounts to cover the amounts so withheld or deducted.

         

        Holders
        of Subordinated Notes who do not provide their Tax File Number, (if applicable) Australian Business Number or proof of
        an exemption may have tax withheld or deducted from payments at the highest marginal rate plus the Medicare levy. No additional
        amounts will be payable by the Issuer in respect of any such withholding or deduction.

         

        A
        brief overview of the Australian taxation treatment of payment of interest on Subordinated Notes is set out in the section
        entitled “Australian Taxation” below.

         

        Investors
        should obtain their own taxation and other applicable advice regarding the taxation and other fiscal status of investing
        in any Subordinated Notes and none of the Issuer, a Guarantor, the Lead Manager and Initial Subscriber, the Trustee or
        any Agent makes any representation regarding the taxation treatment of the Subordinated Notes for any particular investor.

	 	 
	FATCA:	The
                                         Foreign Account Tax Compliance Act provisions of the U.S. Hiring Incentives to Restore
                                         Employment Act of 2010 (“FATCA”) establish a new due diligence, reporting
                                         and withholding regime. FATCA aims to detect U.S. taxpayers who use accounts with “foreign
                                         financial institutions” (“FFIs”) to conceal income and assets
                                         from the U.S. Internal Revenue Service (“IRS”).

         

        Under
FATCA, a 30% withholding may be imposed from (i) 1 July 2014 in respect of certain U.S. source payments, (ii) 1 January 2017 in
respect of gross proceeds from the sale of assets that give rise to U.S. source interest or dividends and (iii) 1 January 2017,
at the earliest, in respect of “foreign passthru payments” (a term which is not yet defined under FATCA), which are,
in each case, paid to or in respect of entities that fail to meet certain certification or reporting requirements (“FATCA
withholding”).

        




 






    	13



    	 



    

 





 





	 	
        The Issuer and other financial institutions
        through which payments on the Subordinated Notes are made may be required to withhold on account of FATCA if (i) an investor does
        not provide information sufficient for the Issuer or the relevant financial institution to determine whether the investor is subject
        to FATCA withholding or (ii) an FFI to or through which payments on the Subordinated Notes are made is a “non-participating
        FFI”.

         

        FATCA withholding is however not expected
        to apply if the Subordinated Notes are treated as debt for U.S. federal income tax purposes and the grandfathering provisions from
        withholding under FATCA are applicable. The grandfathering provisions require, amongst other things, that the Subordinated Notes
        are issued on or before the date that is six months after the date on which final regulations defining the term “foreign
        passthru payment” are filed with the U.S. Federal Register.

         

        Further, Australia and the United States
        signed an intergovernmental agreement (“Australian IGA”) in respect of FATCA on 28 April 2014. The Australian
        Government has enacted legislation amending, among other things, the Taxation Administration Act 1953 of Australia to give effect
        to the Australian IGA (“Australian Amendments”). Under the Australian Amendments, Australian FFIs will generally
        be able to be treated as “deemed compliant” with FATCA. Depending on the nature of the relevant FFI, FATCA withholding
        may not be required from payments made with respect to the Subordinated Notes other than in certain prescribed circumstances. Under
        the Australian Amendments, an FFI may be required to provide the Australian Taxation Office with information on financial accounts
        (for example, the Subordinated Notes) held by U.S. persons and recalcitrant account holders and on payments made to non-participating
        FFIs. The Australian Taxation Office is required to provide that information to the IRS.

         

        In the event that any amount is required
        to be withheld or deducted from a payment on the Subordinated Notes as a result of FATCA, pursuant to the terms and conditions
        of the Subordinated Notes, no additional amounts will be paid by the Issuer as a result of the deduction or withholding.

         

        FATCA is particularly complex legislation.
        The above description is based in part on U.S. Treasury regulations published on 28 January 2013 and 6 March 2014, official guidance
        and the Australian Amendments, all of which are subject to change. Investors should consult their own tax advisers on how these
        rules may apply to them under the Subordinated Notes.

	 	 
	Listing:	It is not intended that the Subordinated Notes be listed or quoted on any stock or securities exchange.
	 	 
	Rating:	Neither the Issuer nor the Subordinated Notes have been, nor is it intended that they will be, rated by any credit ratings agency.
	 	 
	Governing law: 	The Subordinated Notes and all related documentation will be governed by the laws of New South Wales, Australia. 
	 	 
	Use of proceeds:	The Issuer will use the proceeds from the issue of the Subordinated Notes for general corporate purposes, including the purchase of Eligible Receivables and meeting the conditions of the Interest Reserve Account.




 






    	14



    	 



    




 





 


Summary
description of the Deed of Subordination








 


The
Issuer, the Initial Guarantors, the Senior Financier and the Trustee have entered into the Deed of Subordination to agree to the
subordination arrangement of the amounts owing under the Subordinated Notes. The following summary is not exhaustive and is subject
to and qualified in its entirety by reference to all of the provisions of the Deed of Subordination, including the definitions
therein of certain terms that are not otherwise defined in the Conditions or this Information Memorandum.


 


	Deed
    of Subordination:	The
Issuer, the Initial Guarantors, the Senior Financier and the Trustee are parties to the Deed of Subordination, which provides
as follows:




 





	 	●	all amounts owing under the Subordinated Notes and payment of, and the rights and claims of the Noteholders and the Trustee in respect of the amounts owing under the Subordinated Notes, are subordinated and postponed and made subject in right of payment to all of the Senior Debt and payment of, and the rights and claims of the Senior Financier in respect of, all the Senior Debt; and
	 	 	 
	 	●	no payment of principal, interest or other amounts owing under the Subordinated Notes may be made to Noteholders unless:



 


	 	 	●	such payments constitute Permitted Payments;
	 	 	 	 
	 	 	●	such payments follow acceleration and enforcement of the Subordinated Notes on the terms set out in the Deed of Subordination;
	 	 	 	 
	 	 	●	the Senior Debt has been discharged or repaid in full;
	 	 	 	 
	 	 	●	with respect payment of principal due and payable on the Subordinated Notes, the Senior Financier is reasonably satisfied that a further loan or advance of funds or other monetary obligation of similar amount to the principal amount of the Subordinated Notes has been provided to the Issuer and that lender or investor has agreed to enter into a deed with the Senior Financer on terms similar, or substantially similar or materially no less favourable to the Senior Financier, in each case, in substance as those set out in the Deed of Subordination or as may be otherwise agreed with the Senior Financier; or
	 	 	 	 
	 	 	●	the Senior Financier gives its written consent.







 


	Senior
                                         Debt:

         

         
	Senior
                                         Debt means all monies owing at any time by the Issuer or an Initial Guarantor
                                         to the Senior Financier in connection with the RPA and any Security Interests created
                                         or entered into as security for payment of any of the RPA.

         

        The
        Subordinated Notes rank behind and are subordinated to the Senior Debt. It is estimated that the Senior Debt will be drawn
        to at least A$20 million following the issue of the Subordinated Notes, with a current facility limit of A$25 million.
        The drawn amount and the facility limit of the Senior Debt may increase in the future.

         

        In
        an insolvency situation affecting the Moneytech Group, it is possible that insufficient monies will be available after
        the Senior Debt has been repaid in full to repay in full, or at all, amounts owed to the Noteholders in respect of their
        Subordinated Notes.




 






    	15



    	 



    

 





 


	Permitted
    Payments:	Payments
that are due to the Noteholders on account of any payment under the Subordinated Notes must be held by the Trustee on trust and
remain on trust for the Senior Financier unless such payments constitute Permitted Payments or as otherwise provided in the Deed
of Subordination, namely:

        




 





		(a)	payments made following acceleration and enforcement of the Subordinated Notes on the terms set
out in the Deed of Subordination;
	 	 	 
		(b)	payments made to the Interest Reserve Account subject to the following conditions:



 


		 	(i)	no RPA Amortisation Event or RPA Event of Default has occurred or would subsist immediately following
or as a result of such payment;
	 	 	 	 
		 	(ii)	no enforcement action has been taken to recover any monies owing under the Senior Debt;
	 	 	 	 
		 	(iii)	with respect to a payment made to the Interest Reserve Account:





		 	(B)	the initial payment made into the Interest Reserve Account will be made on the Issue Date from
the proceeds of the issue of the Subordinated Notes; and
	 	 	 	 
		 	(C)	after the relevant payment is made, the aggregate amount held in the Interest Reserve Account at
any time is not greater than the amount of interest payable on the Subordinated Notes for the next two succeeding Interest Payment
Dates (the determination of such amount is set out in “Summary of the Subordinated Notes – Interest Reserve Account”
above);



 




		 	(iv)	with respect to a payment other than a payment made to the Interest Reserve Account, the aggregate
amount paid in any one Interest Period is not greater than the amount of interest or Additional Amounts payable on the Subordinated
Notes for such Interest Period;
	 	 	 	 
		 	(v)	there has been no failure to pay amounts owing to the Senior Financier in relation to the Senior
Debt; and
	 	 	 	 
		 	(vi)	there is sufficient evidence that the amount of such payment is not more than the Distributable
Cash available at the time of that payment.



 











	 	For the avoidance of doubt, once a payment is made into the Interest Reserve Account as a Permitted Payment, it will continue to be a Permitted Payment, including at the time a payment with respect of any amount of interest or Additional Amounts due and payable on an Interest Payment Date is made from the Interest Reserve Account and is paid to the Trustee or a Noteholder. In addition, interest payments or Additional Amounts will be paid from the Interest Reserve Account while there is a credit balance in the Interest Reserve Account and the aggregate amount to be paid from the Interest Reserve Account in any one Interest Period will not be greater than the amount of interest or Additional Amounts payable on the Notes for such Interest Period;




 






    	16



    	 



    

 





 


		(c)	a payment of principal due and payable on the Subordinated Notes on the Maturity Date or, if redeemed
earlier, the Optional Redemption Date where:



 


		 	(i)	no RPA Amortisation Event or RPA Event of Default has occurred or would subsist immediately following
or as a result of such payment;
	 	 	 	 
		 	(ii)	no enforcement action has been taken to recover any monies owing under the Senior Debt; and
	 	 	 	 
		 	(iii)	there has been no failure to pay amounts owing to the Senior Financier in relation to the Senior
Debt; and



 


	 	(d)	payments made at any time in respect of the Subordinated Notes with the written consent
of the Senior Financier.





 


	Notification
    of a Permitted Payment:	The
                                         Issuer may make a Permitted Payment to the Trustee subject to the Issuer having provided
                                         a written report (a “Permitted Payment Report”) to the Senior Financier
                                         and the Trustee at least 3 business days prior to making a Permitted Payment, confirming
                                         that, to the best of its knowledge after making reasonable enquiries, the payment is
                                         a Permitted Payment.

         

        The
        Trustee is entitled to fully and conclusively rely on the Permitted Payment Report and is not obliged to investigate any
        reason or amount contained in such report and shall have no liability to any party for acting upon any such report. Notwithstanding
        anything contrary to the Deed of Subordination, the Trustee shall have no liability if it is subsequently determined by
        any person that the relevant payment was a Permitted Payment or was not a Permitted Payment (as the case may be).

         

        If
        the Permitted Payment Report is not received by the Trustee accordingly:

        




 





	 	(a)	the Issuer (or the Guarantors, as the case may be) must not make the relevant payment to the Trustee; and
	 	 	 
	 	(b)	if, notwithstanding paragraph (a), the Trustee receives such payment, the Trustee must apply such amount first to the Senior Financier to repay any monies owing under the Senior Debt within 60 days of receipt thereof.




 


	What
    are the implications for Noteholders of subordination?	This
                                         means that the Subordinated Notes currently rank behind the Senior Debt. If more money
                                         is drawn down under the Senior Debt, the Subordinated Notes would rank behind that debt.

         

        Investors
should be aware that an investment in Subordinated Notes involves risks in that the Moneytech Group must:

        




 





	 	●	refinance or repay the Senior Debt (and potential further amounts, for example, any additional amount drawn on the Senior Debt) plus any unpaid interest in respect of that Senior Debt in full before it can repay the Subordinated Notes upon their maturity unless such payment under the Subordinated Notes constitutes a Permitted Payment. Repayment of principal on the Subordinated Notes will not be made unless certain conditions set out in the Deed of Subordination have been satisfied for such payments to constitute Permitted Payments. In the case of winding up of the Moneytech Group where the assets of the Group were sold, the proceeds would be applied to repay holders of the Subordinated Notes only after all Senior Debt plus any due and unpaid interest thereon was repaid in full; and



 






    	17



    	 



    

 





 







	 	●	pay interest on the Senior Debt referred to above before it can pay interest on the Subordinated Notes unless such payment under the Subordinated Notes constitutes a Permitted Payment. Interest payments on the Subordinated Notes will be not be made unless certain conditions set out in the Deed of Subordination have been satisfied for such payments to constitute Permitted Payments.



 





	 	Further, the Trustee must not prove in any bankruptcy, liquidation or other insolvency proceedings of the Moneytech Group in respect of the Subordinated Notes in competition with the Senior Financier, unless it does so in accordance with the instructions of the Senior Financier.
	 	 
	 	The Trustee agrees to prove for payment of any amounts owing under the Subordinated Notes during any bankruptcy or liquidation of the Moneytech Group in accordance with the instructions of the Senior Financier. At the same time the Trustee lodges proof of the amounts owing under the Subordinated Notes, the amount under the Subordinated Notes (up to the amount claimed in proof in accordance with the Senior Financier’s instructions) is payable.







 


	What
    are the consequences of being subordinated on the ability to accelerate and enforce repayment of the Subordinated Notes?	Until
                                         the Senior Debt has been repaid in full, the right to accelerate the Subordinated Notes
                                         (that is, declare the Subordinated Notes immediately due and payable) and to seek payment
                                         of principal, interest and any other amount on the Subordinated Notes, is limited as
                                         set out in the Deed of Subordination.

         

        Whilst
        any monies are owing to the Senior Financier under the Senior Debt, the Trustee agrees to hold any amount received or
        recovered by the Trustee (on behalf of any Noteholder) on account of the Subordinated Notes in the bankruptcy, liquidation
        or other insolvency or resolution proceedings of the Moneytech Group and any amount received or recovered by the Trustee
        (on behalf of any Noteholder) in connection with failure by the Trustee or the Moneytech Group to comply with its obligations
        under the Deed of Subordination (other than a Permitted Payment or a payment made with the written consent of the Senior
        Financier) on trust for the Senior Financier and distribute such amounts in the order described below.

         

        The
        Trustee must not, without the prior written consent of the Senior Financier, demand repayment or take any action against
        the Issuer in respect of the Subordinated Notes whilst any monies are owing to the Senior Financier under the Senior Debt
        unless 180 days have passed since the Senior Financier has received written notice from the Trustee that either:

        

        




 





	 	●	an Unwind Event or Event of Default in connection with the Subordinated Notes has occurred and the Trustee intends to enforce its rights; or
	 	 	 
	 	●	some or all of the Subordinated Notes remain outstanding and the Issuer fails to redeem such Subordinated Notes on the Maturity Date or, if redeemed earlier, the Optional Redemption Date and the Trustee has notified the Senior Financier that it intends to enforce its rights.
	 	 	 
	 	If an amount is received or recovered by the Trustee on account of the Subordinated Notes (other than an amount expressly excluded in the Deed of Subordination), the Trustee must apply that amount in the following order:
	 	 	 
	 	●	first, to the Senior Financier to repay the monies owing under the Senior Debt (in such order as the Senior Financier may determine); and
	 	 	 
	 	●	next, to the Trustee or the Noteholders to repay the Subordinated Notes



 






    	18



    	 



    

 





 


	 	Even if the Subordinated Notes are declared
immediately due and payable, the Subordinated Notes continue to be subordinated and the restrictions on payment will continue to
apply. The Deed of Subordination also restricts the Trustee from taking any other action that would be inconsistent with the subordination
of the Subordinated Notes.


 


Generally, in the absence of the Deed
of Subordination, the Trustee (or a Noteholder) has the right to enforce any right or remedy under or in respect of Subordinated
Notes (whether or not any Senior Debt is outstanding).


 


Noteholders should be aware that although the Trustee
or a Noteholder may be empowered to do certain things under the Note Trust Deed, or the Trustee may be directed by Noteholders
to undertake certain actions, including declaring Subordinated Notes to be due and payable on the occurrence of an Event of Default,
the Trustee and the Noteholders are restrained from actually enforcing such rights by the terms of the Deed of Subordination. In
particular, each Noteholder and the Trustee are unable declare the Subordinated Notes are immediately due and payable while the
Senior Debt is outstanding.




	 	 
	Inconsistency
    with Note Trust Deed:	Notwithstanding
    anything to the contrary in the Deed of Subordination, the Note Trust Deed or any other relevant transaction document, in
    the event of any conflict between the Deed of Subordination and the Note Trust Deed, the provisions of the Deed of Subordination
    shall prevail.





 






    	19



    	 



    

 





 


Corporate
Profile








 


The
information in this section is a brief summary only of the Issuer and the Guarantors and their respective businesses and does
not purport to be, nor is it, complete. 


 


Investors
should review, amongst other things, this Information Memorandum and the documents which are deemed to be incorporated in this
Information Memorandum by reference when deciding whether to purchase any Subordinated Notes.


 


This
Information Memorandum contains only summary information concerning the Issuer, the Guarantors and the Subordinated Notes. It
should be read in conjunction with the documents which are deemed to be incorporated by reference in it, the Conditions and the
Note Trust Deed. The information contained in this Information Memorandum is not intended to provide the basis of any credit or
other evaluation in respect of the Issuer, the Guarantors or any Subordinated Notes and should not be considered or relied on
as a recommendation or a statement of opinion (or a representation or report of either of those things) by any of the Issuer,
the Guarantors, the Lead Manager and Initial Subscriber, the Trustee or the Agents that any recipient of this Information Memorandum
should subscribe for, purchase or otherwise deal in any Subordinated Notes or any rights in respect of any Subordinated Notes.


 


Investing
in the Subordinated Notes entails a number of risks. Certain risks associated with Moneytech Group's business are outlined in
the section entitled “Key Risk Factors” below. However, this Information Memorandum does not describe all of the risks
associated with Moneytech Group's business or the risks associated with an investment in any Subordinated Notes or the market
generally. Prospective investors or purchasers should consult their own professional, financial, legal and tax advisers about
risks associated with an investment in any Subordinated Notes and the suitability of investing in the Subordinated Notes in light
of their particular circumstances.


 


Disclosure
of information to Noteholders


 


Noteholders
may access information in relation to the Moneytech Group as follows:


 


	1	to
                                         view the full annual reviews of the Moneytech Group, go to http://www.moneytech.com.au
                                         where full and summary accounts of the Moneytech Group for each financial year (from
                                         2010) will be available;
	 	 
	2	to
                                         gain access to the full annual reviews and monthly reports of the Moneytech Group (which
                                         will include an updated commentary on the performance of the Eligible Receivables, the
                                         monthly Determination Date Statement and details of any other issue that may impact the
                                         Moneytech Group), Noteholders will need to obtain an investor login by sending an email
                                         request to Peta De Michele at peta.demichele@moneytech.com.au or ir@moneytech.com.au
                                         and the Noteholder will be provided with a user name and password in an email response.
                                         The Noteholder will then log in at: http://www.moneytech.com.au;
	 	 
	3	when
                                         the Noteholder logs into the investor centre for the first time, they may be prompted
                                         to change their password - this will only happen once. The new password must be a minimum
                                         of 6 characters containing an alpha/numeric combination; and
	 	 
	4	information
                                         will be uploaded to the investor centre, including the monthly reports of the Moneytech
                                         Group and any other investor communications as may be required.



			






 






    	20



    	 



    

 





 


Description
of Moneytech Group


 


The
Issuer is a wholly-owned subsidiary of the United States company Source Financial, Inc (“Source”). Source is
traded on OTC Markets OTCQB marketplace. While not including the full requirements of other US exchanges, Source is required to
fulfil U.S. Securities and Exchange Commission continuous disclosure obligations.


 


Moneytech
Limited is the Australian asset finance segment of Source. The Issuer, Moneytech Finance Pty Ltd, is the primary operating subsidiary
of Moneytech Limited. The Subordinated Notes will also benefit from a guarantee from Moneytech Limited and Moneytech Services
Pty Ltd. The Subordinated Notes will not benefit from a guarantee from any of Source’s other subsidiaries in either the
United States or Australia.


 


The
following chart reflects Source’s current organisational structure.


 


 


  


Operational
Overview


 


Moneytech
commenced operations in 2003 as an Australian based, technology driven, commercial finance company. Moneytech offers asset based,
trade finance or accounts receivable finance and working capital solutions to small and medium enterprises (“SMEs”)
throughout Australia. Moneytech has built a portfolio of more than 5,000 high-quality business customers with its existing range
of financing solutions and has experienced strong organic growth since inception.


 


To
distinguish itself from traditional asset based lenders, and to manage and facilitate the advance of money to its customers, Moneytech
has developed, operates and maintains its own real time core money transfer platform called the Moneytech Exchange. The Moneytech
Exchange stores and tracks every invoice and payment entered into the system and automatically communicates with the major Australian
transactional banks to settle thousands of transactions per day, in real time.


 






    	21



    	 



    

 





 


The
Moneytech Exchange is fully automated, real time and online. Human intervention only occurs to manage exceptions and provide necessary
transaction approvals or authorisations. The Moneytech Exchange provides significant benefits over traditional non-technology
based systems such as:


 


	●	simple,
                                         secure two factor authenticated login to initiate transactions through the web;
	 	 
	●	automatic
                                         processing up to pre-approved limits;
	 	 
	●	same
                                         day settlement for all transactions;
	 	 
	●	real-time
                                         reporting for all parties to each transaction, allowing for easy record keeping, reconciliation
                                         and auditing; and
	 	 
	●	parameters
                                         can be assigned to each transaction to vary the cost, settlement timeframe and interest
                                         rate, depending on the industry, product, payment terms or any other criteria.






 


Moneytech
has invested approximately A$10 million developing this banking platform technology, including approximately A$1.375 million in
2014, A$1.161 million in 2013 and A$873,685 in 2012, respectively, and continues to invest in research and development to expand
and improve its technology and product suite to maintain and further its competitive position.


 


Moneytech
is seeking financing to expand Moneytech’s asset based credit solutions operations in Australia through a combination of
organic growth and strategic acquisitions and are considering introducing those operations in the United States, most likely
through a strategic acquisition.  


 


Our
Services – Provision of Capital


 


Credit
Express


 


Moneytech
offers two products which provide small and medium sized businesses with access to capital – Credit Express and Confirmed
Capital.  The underwriting criteria, fee structure and approval process for both of these products is discussed below.


 


Credit
Express


 


Credit
Express offers approved businesses, including retailers, resellers, wholesalers and manufacturers (“Buyers”
or “Sellers”), with commercial lines of credit and provides them access to the Moneytech Exchange. The Moneytech
Exchange allows pre-approved Buyers and Sellers to automatically access financing up to pre-approved limits when a Buyer purchases
inventory from a Seller. Moneytech’s client may be either the Buyer or the Seller, depending upon which party requests the
financing and only the party which requests the financing needs to be pre-approved.


 


Each
transaction is conducted electronically and is based on predetermined criteria to ensure that the Moneytech receivable is acceptable
to the provider of financing, including the defined parameters for ‘Eligible Receivables’ included in this document.  By
utilising Credit Express:


 


	●	Buyers
                                         are able to fund the purchase of inventory with Moneytech delivering the proceeds directly
                                         to the Seller’s bank account; or
	 	 
	●	Sellers
                                         can fund working capital without having to wait for Buyers to pay invoices. After paying
                                         the Seller directly for the goods, Moneytech assumes the risk and collects the money
                                         from the Buyer, relieving the Seller of collection costs and cash flow challenges.






 


Confirmed
Capital


 


Confirmed
Capital is unique because of its accounts receivable/asset based financing capability. Moneytech funds 100% of the face amount
of invoices on the day each transaction is conducted. This is more flexible than other accounts receivable financiers who typically
provide a maximum of 80% of the invoice value and release funds periodically.


 


Moneytech’s
“Moneytech Exchange” stores every invoice and payment entered into the system and automatically communicates with
the major Australian banks per day, enabling Moneytech to check the status of each customer’s account automatically, facilitating
additional advances and enabling Moneytech to receive alerts advising it as to which customers are in default.  This
ease of access decreases Moneytech’s risk of loss by allowing it to automatically monitor thousands of clients and increases
its efficiency.


 


For
both Credit Express and Confirmed Capital, customers have agreed repayment terms (which may include an interest free period) for
repayment of the amount advanced by Moneytech.  In addition to an ownership or security interest in the goods which
are the subject of a transaction or an interest in the receivable, Moneytech often secures the credit provided by having its customer
grant liens on all or a portion of its assets, or by providing personal guarantees.  Moneytech generates profits by
charging an interest on the amounts funded above its own cost of funds and by charging service fees on transactions and account
management fees.  


 






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Fee
Structure


 


Moneytech
has two primary ways of charging fees to clients for Credit Express and Confirmed Capital:


 


	●	Moneytech
                                         charges an interest rate on amounts outstanding in excess of the rate incurred by Moneytech’s to
                                         access its funds; and
	 	 
	●	Moneytech
                                         charges an initial transaction fee when a customer is accepted and seeks to charge a
                                         fee for performing each transaction, calculated as either a percentage of the transaction
                                         value or a fixed amount, or a combination of the two, but in all events in excess of
                                         the corresponding fee charged Moneytech by its lender.






 


The
actual fees charged to clients on an ongoing basis are usually a combination of the above, but depending on the terms of the facility
may be limited to only an interest rate or only a fee for conducting the transaction.


 


Pre-Approval
Process


 


Customers
seeking access to either Confirmed Capital or Credit Express are required to complete an application on-line or manually downloaded
from the Moneytech Exchange and furnish financial and other information concerning the applicant, all of which is input and stored
on the Moneytech Exchange.  The application contains terms and conditions which applicants must review and acknowledge. 


 


Moneytech
assesses the creditworthiness of each applicant using on-line verification services and in certain instances third party sources,
and regularly reviews and conducts audits of customer accounts.


 


Where
a customer displays a good credit history, Moneytech may offer an increased credit limit.  In such cases, Moneytech
will issue the account holder a letter of acceptance subject to acceptance by the account holder.  The letter of acceptance
states that in the event the offer is accepted, the account holder shall remain subject to the terms and conditions of the original
Buyer Account Application form and Moneytech Buyer Terms and Conditions.  This ensures that Moneytech is in a position
to reduce the credit limit or put the account on hold in the event of default.


 


Underwriting
Standards


 


When
a new Business Account is opened, a credit limit must be established for all authorised Business Account members/users.  This
is achieved by assessing each applicant’s personal circumstances. Determination of individual credit limits are based on
the assessment criteria described in Moneytech’s Statement of Credit Policy.  The criteria are both qualitative
and quantitative, and include but are not limited to:


 


	●	current
                                         and historic financial performance of the business based on assessment of its income
                                         statement and balance sheet;
	 	 
	●	the
                                         net asset position of any individuals or entities providing guarantees in support of
                                         the application;
	 	 
	●	the
                                         tenure of the business, the industry in which the business operates; and 
	 	 
	●	credit
                                         reports from reporting agencies on both the applicant and the principals or proprietors
                                         of the applicant.






 


No
credit limit must be set above that which this Statement of Credit Policy allows unless the Credit and Risk Committee approve
it. The Managing Director reserves the right to veto such approval.  Unless the benefits associated with the proposed
credit limit are determined to significantly outweigh the risks involved, no such limit increases will generally be approved.


 


For
credit limits not in excess of A$50,000, the approval of the designated money manager and Moneytech’s national credit manager
are required; for credit limits in excess of A$50,000 to A$150,000, the approval of the money manager and one member of Moneytech’s
Credit and Risk Committee is required; and for credit limits in excess of A$150,000, the approval of the money manager, two members
of Moneytech’s Credit and Risk Committee and Moneytech’s insurer is required.


 


The
credit limits of existing customers are re-assessed regularly based on need and application by individual accounts.  The
credit limit re-assessment process is critical to ensuring customer growth within the confines of its commercial risk framework.
Accounts that change adversely against their original risk category must be reassessed and adjusted with reference to the account
holder’s circumstances and the then current assessment criteria.


 






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The
Moneytech Exchange prevents customers from exceeding their credit limits except where the account is delinquent or when interest
or fees and charges are added to the account balance.


 


Collateral


 


Moneytech
routinely obtains liens on customer assets and also requires personal guarantees (other than public companies) which often are
secured by liens on individuals’ assets.


 


Profitability


 


Profitability
for the account of any customer is determined by measuring the difference between Moneytech’s revenue derived from the transaction
fees or interest rates charged to the customer and the interest rates and fees charged by Moneytech’s senior debt provider
to it.  Moneytech internally targets a gross profit margin of 50% using these measures.  Facilities may have
a higher or lower margin, depending on the amount of risk Moneytech determines (based on its credit and collections policy) is
present in the deal.  Moneytech will target higher margins where it believes the risk is relatively higher, and will
accept lower margins where it has determines that the risk is relatively low.


 


Recent
and Historical Statistics as to Nonpayment


 


The
percentage of delinquent balances in the portfolio was 1.53% as at 30 June 2014 (1.65%: pcp) and averaged 1.77% (1.87% pcp). 


 


The
average collection period in the portfolio decreased from 47 days at the beginning of the 2013 financial years to 45 days at 30
June 2013 and remained at 45 days at 30 June 2014.  


 


Bad
debts as a percentage of amount funded was 0.40% as at 30 June 2014 (0.21% pcp).


 


Actions
Taken in the Event of Nonpayment


 


In
the event of non-payment, a Moneytech staff member will first contact the Buyer to request prompt payment.  If a payment
or an acceptable payment arrangement is not forthcoming, Moneytech will utilise a collections agent to pursue the debt.


 


Business
Strategy


 


As
a non-bank lender, Moneytech targets high growth and established small to medium enterprises with unique financial solutions,
including Confirmed Capital and Credit Express. This is a niche market, and differentiated from the target market of the large
Australian banking institutions.


 


Moneytech
believes it is in a strong position to capitalise on opportunity in this space, as:


 


	●	Moneytech’s
                                         product offerings (particularly Confirmed Capital and Credit Express) are unique and
                                         market leading in that they can finance up to 100% of the value of an individual invoice
                                         and track the details of each transaction in real time utilising Moneytech’s proprietary
                                         Moneytech Exchange system;
	 	 
	●	Moneytech’s
                                         small size relative to the large Australian banking institutions allows it to be more
                                         agile, responding to and developing opportunities; 
	 	 
	●	Moneytech
                                         has a full suite of financial products, both transactional and lending, all operated
                                         through the Moneytech Exchange, affording it a competitive advantage over similar non-bank
                                         lenders; and
	 	 
	●	Moneytech
                                         has an ongoing and historic entrepreneurial spirit with a customer focus, aiming to creatively
                                         and profitably satisfy customer needs and exceed customer expectations in the delivery
                                         of financial products.






 






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Moneytech’s
Markets


 


Moneytech
operates in the commercial financial services market in Australia, targeting small to medium businesses (revenues between A$1
million and A$100 million) for their asset based lending solutions (including trade and accounts receivable finance) generally
seeking funding for purchased receivables of up to A$5 million.  Any business involved in the provision of products
or services to other businesses which require funds to grow or that is not satisfied with its existing finance provider is a candidate
for a Moneytech financial solution.  


 


Inasmuch
as Moneytech’s services are generally provided to smaller businesses which are not eligible for facilities for purchased
receivables from larger, established lenders, its customers are more likely to default than larger, more established borrowers.  Businesses
sourcing their products overseas for resale to business in Australia are a particularly good fit, as Moneytech is able to assist
them with the payment of their overseas supplier, the hedging and conversion into a foreign currency, and the conversion of their
receivables into cash.  When doing business with such customers, although Moneytech may provide foreign exchange services,
it does not assume the foreign exchange risk.  If a client wishes to pay Moneytech in a currency other than the one
provided by Moneytech, the client will be required to enter a currency hedge for the protection of Moneytech.


 


Moneytech
believes that the number of potential customers for its financial services will increase as banks and other financial institutions
in Australia raise the minimum amount they are willing to make extend to potential borrowers and the categories of eligible
potential borrowers.


 


Competition


 


The
competition to provide financing to small and medium sized businesses remains intense. Competitive factors vary depending upon
the financial services products offered, the nature of the customer and geographic region. Competitive forces may limit the ability
of Moneytech to charge its customary fees and may raise fees to customers in the future. Pressure on margins is intense and there
is no assurance that Moneytech will be able to successfully compete with its competitors.


 


Moneytech
is currently an insignificant competitor in the industry, which includes national, regional and local independent banks and finance
companies and other full service financing organisations. Many of these competitors are larger than Moneytech and have access
to capital at a lower cost.


 


Government
Regulation


 


ASIC
regulates corporations, markets and financial services in Australia and the Australian Prudential Regulatory Authority oversees
banks, credit unions, building societies, general insurance and reinsurance companies, life insurance companies, friendly societies
and most members of the superannuation industry.  The Reserve Bank of Australia serves as the central bank of Australia
and is responsible for the payments system.


 


Receivables
and purchase order financing in the style provided by Moneytech in Australia is not subject to regulation in Australia, as confirmed
in an interpretation issued by ASIC concerning the exemption available to factoring arrangements under the Corporations Act.


 


Senior
Funding Arrangements


 


Moneytech
currently has an asset backed wholesale debt facility (the “Wholesale Facility”, “Receivables Purchase
Agreement” or “RPA”) with the structured finance division of a leading Australian bank. This facility
is renewed annually on 31 December.  The borrowing limit under the RPA is currently A$50 million and subject to interim
agreed upon limits determined by various tests and covenants.  


 


As
at 30 June 2014 the total amount drawn against the facility was A$27,746,303.  The facility has been renewed until 31
December 2015, and the interim agreed upon credit limit is currently A$40 million. Upon issue of the Subordinated Notes under
this Information Memorandum, the interim agreed upon credit limit will be reduced to A$25 million, with a minimum draw requirement
of A$20 million.


 


Moneytech
intends to seek further funding under this Wholesale Facility at the next review date.
  






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The
RPA has delinquency, net loss ratio limits, dilution and day sales outstanding limits that, if exceeded, would increase the level
of credit enhancement requirements for that facility and redirect all excess cash to the lender. Generally, these limits are calculated
based on the aggregate portfolio performance across all clients; however, delinquency, net loss ratios and dilutions are calculated
with respect to some individual obligors.


 


If,
at any measurement date, a trigger was hit with respect to any financing, provisions of the financing agreements would increase
the level of credit enhancement requirements for that financing and redirect all excess cash to the senior credit provider. During
this period, excess cash flow, if any, from the Wholesale Facility would be used to fund the increased credit enhancement levels
rather than being distributed to Moneytech. Once an impacted trust reaches the new requirement, Moneytech would return to receiving
a residual distribution from the trust.


 


There
is a risk that in the event portfolio performance was not adequate, triggering credit enhancement criteria, and that there was
not sufficient cash-flow from the business to satisfy the increase in enhancement required, that the credit provider could cease
its support of the business which would have a materially adverse effect on Moneytech’s business.


 


Maintenance
of sufficient credit enhancement to the Wholesale Facility is a senior obligation of the Issuer and ranks in priority to payment
of both interest and principal of the Subordinated Notes.


 






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Key
Risk Factors





 


Introduction


 


In
evaluating Moneytech and its business, you should carefully consider the risks and uncertainties described below, along with other
information and the consolidated financial statements and related notes included herein. The risks provided below may not be all
the risks faced by Moneytech. If any of events described in the risks below actually occurs, our financial condition or operating
results may be materially and adversely affected, the price of our common stock may decline, perhaps significantly, and you could
lose all or a part of your investment.


 


Risks
Related to Our Business


 


	Customer
    Invoice Fraud:	Our
                                         business could be negatively impacted if we inadvertently pay on invoices which have
                                         been fraudulently created

         

        We
        are vulnerable to fraud being committed by our customers by the provision of fraudulently created invoices being provided
        to us. The aim of the fraud is to obtain money by factoring fictitious debtors through a customer forwarding false invoices
        to us for payment.

         

        We
        attempt to minimise this risk by ensuring we strictly adhere to our underwriting standards and by checking the validity
        of the invoices provided on a random basis.

	 	 
	Economic
    conditions:	Adverse
                                         economic conditions in Australia, the United States and worldwide may negatively impact
                                         our results.

         

        We
        are subject to changes in general economic conditions that are beyond our control. During periods of economic slowdown,
        there are generally increases in delinquencies, defaults and losses, while collections decrease. These periods may also
        be accompanied by increased unemployment rates and decreased consumer demand, which negatively impact businesses being
        lent to, weakening the collectability of the purchase orders we finance, increasing the risk that an event of default
        from one of our customers will eventuate in a loss.

         

        In
        addition, during an economic slowdown or recession, our servicing costs may increase without a corresponding increase
        in our finance charge income. Furthermore, our business is significantly affected by monetary and regulatory policies
        of the Reserve Bank of Australia, the Australian Federal Government and its agencies, the U.S. federal government and
        the US Federal Reserve. Changes in the policies of the institutions are influenced by macroeconomic conditions and other
        factors that are beyond our control and could have a material adverse effect on us through interest rate changes, costs
        of compliance with increased regulation, and other factors.

         

        The
        process we use to estimate losses inherent in our credit exposure requires complex judgments, including analysis of individual
        industries, forecasts of economic conditions and how those economic conditions might impair the ability of our borrowers
        to repay their facility. The degree of uncertainty concerning economic conditions may adversely affect the accuracy of
        our estimates, which may, in turn, impact the reliability of the process and the quality of our assets.

	 	 
	Access
    to Funding:	Our business could be negatively
impacted if our access to funding is reduced.


 


We have available an A$50 million Wholesale Facility
which is renewed annually on an agreed anniversary date. Our borrowing limit under the RPA is A$50 million, subject to interim
agreed upon limits determined by various tests and covenants.








 



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		As
at 30 June 2014 the total amount drawn against the facility was A$27,746,303. The facility has been renewed until 31 December
2014, and the interim agreed upon credit limit has been extended to A$40 million. We cannot guarantee that the RPA will be renewed
on the current maturity date or thereafter, on reasonable terms, or at all. We require additional capital or the expansion of
our borrowing capacity to substantially increase the aggregate amount of credit lines we provide.

         

        The
        availability of additional financing depends, in part, on factors outside of our control, and the availability of bank
        liquidity in general. We may also experience the occurrence of events of default or breach of financial covenants, which
        could reduce our access to funding. In the event of a sudden or unexpected shortage of funds in the banking system, we
        cannot be sure that we will be able to maintain necessary levels of funding without incurring high funding costs, a reduction
        in the availability of financing or the liquidation of certain assets.

         

        Downsizing
        our business would have a material adverse effect on our financial position, liquidity and results of operations.

	 	 
	Reliance
    on Government Grants:	Our
                                         business could be negatively impacted if we no longer receive grants from the Australian
                                         Government.

         

        A
        significant portion of the amounts paid to develop the Moneytech Exchange represents funds received from the Australian
        Government pursuant to a research and development grant program. Such grants represented approximately 45% of our research
        and development budgets in the financial years ended 30 June, 2014 and 2013.

         

        As
        we grow, we may no longer be eligible for such grants. The inability to receive grants in the future commensurate with
        those received in the past could force us to reduce the amounts spent on research and development and could adversely
        affect our business and our financial results.

	 	 
	Significant
    existing indebtedness:	Our
                                         indebtedness and other obligations are significant and impose restrictions on our business.

         

        We
        have a significant amount of indebtedness and are dependent upon our Wholesale Facility. Our Wholesale Facility imposes
        various constraints on the operation of our business, reduces operational flexibility and creates default risks.

         

        The
        RPA contains a cash reserve requirement which requires us to deposit money in a bank account in accordance with an agreed
        upon formula. We are required to hold these funds in restricted cash accounts to provide additional collateral for borrowings
        under the borrowing facilities.

         

        Additionally,
        the receivables purchase facility contains various covenants requiring in certain cases minimum financial ratios, asset
        quality, and portfolio performance ratios. Generally, these limits are calculated in respect of our clients as a group;
        however for certain obligors, delinquency, net loss and dilution are calculated with respect to the individual obligor.

         

        Failure
        to meet any of these covenants could result in an event of default under the Wholesale Facility. If an event of default
        occurs under the Wholesale Facility, the lender could elect to declare all amounts outstanding to be immediately due and
        payable, enforce its interest against collateral pledged under the Wholesale Facility or restrict our ability to obtain
        additional borrowings under the Wholesale Facility.

         

        If
        our debt service obligations increase, whether due to the increased cost of existing indebtedness or the incurrence of
        additional indebtedness, we may be required to dedicate a significant portion of our cash flow from operations to the
        payment of principal of, and interest on, our indebtedness, which would reduce the funds available for other purposes.
        Our indebtedness also could limit our ability to withstand competitive pressures and reduce our flexibility in responding
        to changing business and economic conditions.




 






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	Composition
    of debt portfolio:	We
                                         purchase accounts receivable primarily from and make purchase order advances primarily
                                         to small to medium companies, which present a greater risk of loss than purchasing accounts
                                         receivable from and purchase order advances to larger companies.

         

        Our
portfolio consists primarily of accounts receivable and purchase order advances from small to medium businesses with annual revenues
ranging from A$5 million to A$50 million. Compared to larger, publicly owned firms, these companies generally have more limited
access to capital and higher funding costs, may be in a weaker financial position and may need more capital to expand or compete.
These financial challenges may make it difficult for our clients to continue as a going concern. Accordingly, advances made to
these types of clients entail higher risks than advances made to companies who are able to access traditional credit sources.
In part because of their smaller size, our clients may:

        

        




 





	 	● 	Experience significant variations in operating results;
	 	 	 
	 	●	Have narrower product lines and market shares than their larger competitors;
	 	 	 
	 	●	Be particularly vulnerable to changes in customer preferences and market conditions;
	 	 	 
	 	●	Be more dependent than larger companies on one or more major customers or suppliers, the loss of which could materially impair their business, financial condition and prospects;
	 	 	 
	 	●	Face intense competition, including from companies with greater financial, technical, managerial and marketing resources;
	 	 	 
	 	●	Depend on the management talents and efforts of a single individual or a small group of persons for their success, the death, disability or resignation of whom could materially harm the client’s financial condition or prospects; and
	 	 	 
	 	●	Have less skilled or experienced management personnel than larger companies.



 





	 	Accordingly, any of these factors could impair a client’s cash flow or result in other events, such as bankruptcy, which could limit our ability to collect on the client’s purchased accounts receivable or purchase order advances, and may lead to losses in our portfolio and a decrease in our revenues, net income and assets.




 


	Dependence
    on credit facility performance:	Our
                                         financial condition, liquidity, and results of operations depend on the credit performance
                                         of the credit facilities we provide to our customers.

         

        While
        our underwriting guidelines were designed to establish that the obligors on the receivables we purchase represent a reasonable
        credit risk, the receivables we purchase nonetheless are likely to experience higher default rates than a portfolio of
        obligors comprised of large companies.

         

        In
        the event of a default, the most practical alternative may be to engage in collection action against the obligor or, if
        permitted under the terms of our agreement, the customer who sold the receivable to us. The realisable value of a receivable
        may not cover the outstanding account balance and costs of recovery, and if collection of the receivables does not yield
        sufficient proceeds to repay the receivables in full could result in losses on those receivables.




 






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	Impairment
    and loss allowance:	Our
                                         allowance for purchased receivable losses and impairments may prove to be insufficient
                                         to absorb probable losses inherent in our portfolio.

         

        We
        maintain an allowance for bad or doubtful debts that we believe is appropriate to provide for probable losses inherent
        in our portfolio. The determination of the appropriate level of the allowance for bad or doubtful debts and impairment
        reserves inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit
        risks and future trends, all of which are subject to change.

         

        Changes
        in economic conditions affecting clients, new information regarding our clients or their obligors, and other factors,
        both within and outside of our control, may require an increase in the allowance for purchased receivable losses. Furthermore,
        growth in our funding book generally would lead to an increase in the provision for purchased receivable losses. If the
        net write-offs exceed the allowance for bad and doubtful debt, we will need to make additional provisions to increase
        the allowance for bad and doubtful debt.

         

        There
        is no accurate method for predicting losses, and we cannot assure you that provision for bad and doubtful debts will be
        sufficient to cover actual losses. Any increases in the allowance for bad and doubtful debts will result in a decrease
        in net income and may have a material adverse effect on us.

	 	 
	Portfolio
    performance:	Poor
                                         portfolio performance may trigger credit enhancement provisions in our Receivables Purchase
                                         Agreement.

         

        Our
        RPA has delinquency, net loss ratio limits, dilution and day sales outstanding limits that, if exceeded, would increase
        the level of credit enhancement requirements for that facility and redirect all excess cash to our lender. Generally,
        these limits are calculated based on the aggregate portfolio performance across all clients; however, delinquency, net
        loss ratios and dilutions are calculated with respect to some individual obligors.

         

        If,
        at any measurement date, a trigger was hit with respect to any financing, provisions of the financing agreements would
        increase the level of credit enhancement requirements for that financing and redirect all excess cash to the credit provider.
        During this period, excess cash flow, if any, from the Facility would be used to fund the increased credit enhancement
        levels rather than being distributed to us. Once an impacted trust reaches the new requirement, we would return to receiving
        a residual distribution from the trust.

         

        There
        is a risk that in the event portfolio performance was not adequate, triggering credit enhancement criteria, and that there
        was not sufficient cash-flow from our business to satisfy the increase in enhancement required, that our credit provider
        could cease its support of our business which would have a materially adverse effect on our business.

	 	 
	Competition:	Competition
                                         may adversely impact our results

         

        The
        financial services sector in which we operate is highly competitive and could become even more so, particularly in those
        segments which are perceived as providing higher growth prospects. Factors contributing to this include industry deregulation,
        mergers and acquisitions, changes in customers’ needs and preferences, entry of new participants, development of
        new distribution and service methods and increased diversification of products by competitors. For example, changes in
        the financial services sector have made it possible for non-bank financial institutions to offer products and services
        traditionally provided by banks, such as automatic payment systems, mortgages and credit cards.

         

        The
        effect of competitive market conditions may have a material adverse effect on our financial performance and position.
        For example, increasing competition for customers can lead to a compression in our net interest margin, or increased advertising
        and related expenses to attract and retain customers.

         

        The
asset backed lending market is served by a variety of entities, including, banks, credit unions, and independent finance companies.
Our competitors may provide financing on terms more favourable to customers than we offer. Many of these competitors also have
long-standing relationships with potential clients.

        




 






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	 	We
        anticipate that we will encounter greater competition as we expand our operations.
	 	 
	 	The
        market for providing purchased receivables and other financial services to small to medium size businesses is highly competitive
        and we expect that competition will increase. Current competitors have significantly greater financial, technical and
        marketing resources than we do. We expect that more companies will enter this sector of the financial services market.
        We may not be able to compete successfully against either current or future competitors. Increased competition could result
        in reduced revenue, lower margins or loss of market share, any of which could significantly harm our business.
	 	 
	Insurance
    risk:	Failure
                                         to obtain insurance on favourable terms may result in unexpected losses.

         

        The
        receivables due Moneytech from its customers or their counterparties are insured pursuant to a policy issued by Euler
        Hermes, a Standard & Poor’s rated Trade Credit insurance provider. Pursuant to this policy, Moneytech would
        bear the first A$500,000 of losses incurred in any calendar year, after which any bad debt losses are borne by Euler Hermes.
        This policy is renewed annually.

         

        No
        assurances can be made that we will be able to continue to insure bad debt losses or that we will be able to obtain policy
        coverage with premiums that are cost effective. If we are unable to renew our bad debt insurance policy or the premiums
        for coverage become cost prohibitive, we may face larger than expected losses from bad debts.

	 	 
	Interest
    rate risk:	Changes
                                         in interest rates may adversely impact our profitability and risk profile.

         

        Our
        profitability may be directly affected by interest rate levels and fluctuations in interest rates. As interest rates change,
        our gross interest rate spread on new facilities either increases or decreases because the rates we charge on the facilities
        we provide is limited by market and competitive conditions, restricting our ability to pass on increased interest costs
        to the consumer. Additionally, although the majority of our clients are small to medium businesses and are not highly
        sensitive to interest rate movement, increases in interest rates may reduce the volume of facilities we originate.

	 	 
	Security
    risk:	A
                                         security breach or a cyber attack could adversely affect our business.

         

        In
the normal course of business, we receive, process and retain sensitive and confidential personal and business information and
may, subject to applicable law, share that information with third parties. Our facilities and systems, and those of third parties
to which we provide information, could be vulnerable to external or internal security breaches, acts of vandalism, computer viruses,
misplaced or lost data, programming or human errors, or other similar events. A security breach or cyber attack of our systems
could interrupt or damage our operations or harm our reputation. If third parties or our employees penetrate our network security
or otherwise misappropriate our customers’ confidential information or contract information, or if we give third parties
or our employees improper access to consumers’ confidential information or contract information, we could be subject to
liability. This liability could include investigations, fines, or penalties imposed by regulatory agencies, including the loss
of necessary permits or licenses. This liability could also include identity theft or other similar fraud-related claims, claims
for other misuses, or losses of personal information, including for unauthorised marketing purposes or claims alleging misrepresentation
of our privacy and data security practices.

        




 






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	 	We
        rely on encryption and authentication technology both licensed from third parties and developed in house to provide the
        security and authentication necessary to effect secure online transmission of confidential information. Advances in computer
        capabilities, new discoveries in the field of cryptography, or other events or developments may result in a compromise
        or breach of the algorithms that we use to protect sensitive data. A party who is able to circumvent our security measures
        could misappropriate proprietary information or cause interruptions in our operations. We may be required to expend capital
        and other resources to protect against such security breaches or cyber attacks or to alleviate problems caused by such
        breaches or attacks. Our failure to prevent security breaches and cyber attacks, whether due to an external cyber-security
        incident, a programming error, or other cause, could damage our reputation, expose us to mitigation costs and the risks
        of private litigation and government enforcement, disrupt our business, or otherwise have a material adverse effect on
        our sales and results of operations.
	 	 
	Underwriting
    criteria risk:	We
                                         apply underwriting criteria we have developed to assess the credit worthiness of each
                                         prospective customer.

         

        We
        rely upon our judgment in applying underwriting criteria we have developed to assess whether to extend financing to a
        particular customer and the fees and other charges to assess such customer. If we exercise poor judgment in assessing
        the credit quality of prospective clients or the underwriting criteria we choose to rely upon cause us to extend financing
        to clients which later default, it would have a material adverse effect on our financial position, liquidity and results
        of operations.

         

        We
        depend on the accuracy and completeness of information about our clients and obligors and any misrepresented information
        could adversely affect our business, results of operations and financial condition.

         

        In
        deciding whether to purchase particular receivables or to enter into other transactions with our clients and their obligors,
        we rely on information furnished to us by or on behalf of our clients and counterparties, including financial statements
        and other financial information. We also rely on representations made by our clients and counterparties as to the accuracy
        and completeness of that information and, with respect to financial statements, on reports of independent third parties.
        If any of this information is intentionally or negligently misrepresented and such misrepresentation is not detected,
        the value of purchased receivables may be significantly lower than expected. Whether a misrepresentation is made by our
        client, another party, or one of our employees, we generally bear the risk of loss associated with the misrepresentation.
        Any such misrepresented information could adversely affect our business, financial condition, and results of operations.

	 	 
	Operational
    risk:	We
                                         are subject to operational risk, which may adversely impact our results.

         

        Operational
        risk refers to risks arising from day-to-day operational activities which may result in direct or indirect loss. These
        losses may result from both internal and external events. We are highly dependent on information systems and technology
        and there is a risk that these, or the services they use or depend on, might fail.

         

        Our
        daily operations are computer based. The exposure to systems risks includes: complete or partial failure of information
        technology systems; inadequacy of internal or third party information technology systems, due to, among other things,
        failure to keep pace with industry developments; and capacity of the existing systems to effectively accommodate planned
        growth and integrate existing and future acquisitions and alliances.

         

        Any
        failure in these systems could result in business interruption, the loss of customers, damaged reputation and weakening
        of our competitive position and could adversely impact our business and have a material adverse effect on our financial
        condition and loss of operations.




 






    	32



    	 



    

 


 


 


	Outsourcing
    risk:	We
    are potentially exposed to failings by third party providers, including outsourcing, to natural disasters, political, security
    and social events and to failings in the financial services sector.
	 	 
	Integration
    risk:	We
                                         cannot assure you that any business we acquire will benefit from its acquisition by us.

         

        We
        cannot assure you we will realise any of the perceived benefits to our business from any future acquisitions. The past
        performance of Moneytech is not necessarily indicative of future performance. The process of combining businesses acquired
        involves certain risks, including exposure to unknown liabilities of the acquired companies, and may cause fundamental
        changes to their businesses or in their operations. In addition, our operating results may be affected by the additional
        expenses we incur in integrating them into our organisation

	 	 
	Growth
    risk:	Our
                                         inability to successfully manage the growth of our business may have a material adverse
                                         effect on our business, results of operations and financial condition.
	 	 
	 	We
        intend to continue our growth strategy to (i) expand our portfolio by increasing market penetration and market share through
        new customer acquisitions and (ii) grow our other businesses such as our payments aggregation and processing business,
        our gift card business and our foreign exchange business. Our ability to execute this growth strategy is subject to significant
        risks, some of which are beyond our control, including:



 





	 	●  	The inherent uncertainty regarding general economic conditions;
	 	 	 
	 	●	Our ability to obtain adequate financing for our expansion plans;
	 	 	 
	 	●	The prevailing laws and regulatory environment of each territory and country in which we operate or seek to operate, and, To the extent applicable, laws and regulations, which are subject to change at any time;
	 	 	 
	 	●	The degree of competition in new markets and its effect on our ability to attract new customers; and
	 	 	 
	 	●	Our ability to recruit qualified personnel, in particular in areas where we face a great deal of competition.







 


		

        As
        part of our growth we expect to experience growth in the number of employees and the scope of our operations. This could
        result in increased responsibilities for management.

         

        Our
        future success will be highly dependent upon our ability to manage successfully the expansion of our operations. Our ability
        to manage and support our growth effectively will be substantially dependent on our ability to implement adequate improvements
        to financial, inventory, management controls, reporting, and hire sufficient numbers of financial, accounting, administrative,
        and management personnel. We may not succeed in our efforts to identify, attract and retain experienced accounting and
        financial personnel.

         

        Our
        future success also depends on our ability to address potential market opportunities and to manage expenses to match our
        ability to finance operations. The need to control our expenses will place a significant strain on our management and
        operational resources. If we are unable to control our expenses effectively, our business, results of operations and financial
        condition may be adversely affected.

         

        Our
growth strategies require significant capital investments and may require us to seek external financing, which may not be available
on terms favourable to us.

        




 






    	33



    	 



    

 


 


 


	 	Our
        business operations and growth strategies require substantial capital investments, the availability of which depends on
        our ability to generate cash flow from operations, borrow funds on satisfactory terms and raise funds in the capital markets.
        Our ability to arrange for financing to support our capital expenditures and the cost of such financing are dependent
        on numerous factors, including general economic and capital markets conditions, interest rates and credit availability
        from banks or other lenders, many of which are beyond our control. In addition, increases in interest rates or the failure
        to obtain external financing on terms favourable to us will affect our financing costs and our results of operations.
        We may not be able to obtain financing in amounts or on terms acceptable to us.
	 	 
	Demand
    for services:	A
                                         reduction in demand for our services and failure by us to adapt to such reduction could
                                         adversely affect our business and results of operations.

         

        The
        demand for a particular service we offer may be reduced due to a variety of factors, such as regulatory restrictions that
        decrease customer access to particular services, the availability of competing services or changes in customers' preferences
        or financial conditions. Should we fail to adapt to significant changes in our customers' demand for, or access to, our
        services, our revenues could decrease significantly and our operations could be harmed. Even if we do make changes to
        existing services or introduce new services to fulfil customer demand, customers may resist or may reject such services.
        Moreover, the effect of any change in our services on the results of our business may not be fully ascertainable until
        the change has been in effect for some time and by that time it may be too late to make further modifications to such
        service without causing further harm to our business, results of operations and financial condition.

	 	 
	Key
    personnel risk:	Loss
                                         of our management and other key personnel, or an inability to attract such management
                                         and other key personnel, could negatively impact our business.

         

        The
        successful implementation of our strategy depends in part on our ability to retain our experienced management team, particularly
        Hugh Evans, our Managing Director and key employees, and on our ability to attract appropriately qualified new personnel.

         

        Hugh
        Evans has extensive experience in the small business and consumer internet-based finance industry. He has a proven track
        record of successfully operating our business. The loss of any key member of our management team or other key employees
        could hinder or delay our ability to implement our growth strategy effectively. Further, if we are unable to attract appropriately
        qualified new personnel as we expand, we may not be successful in implementing our growth strategy. In either instance,
        our profitability and financial performance could be adversely affected.

         

        Experienced
        management and other key personnel in the financial services industry are in demand and competition for their talents
        is intense. Furthermore, we do not maintain key person insurance on any of our management personnel. Failure to attract
        and retain qualified employees or the loss of any member of our management may result in a loss of organisational focus,
        poor operating execution or an inability to identify and execute potential strategic initiatives. This could, in turn,
        materially and adversely affect our business, financial condition and results of operations.




 






    	34



    	 



    

 


 


 


	Information
    technology risk:	Our
                                         information technology may not support our future volumes and business strategies.

         

        We
        rely on our proprietary origination and servicing platforms that utilise database-driven software applications. We employ
        a team of engineers, information technology analysts, and website designers to ensure that our information technology
        systems remain on the cutting edge. However, due to the rapid changes in technology, there can be no assurance that our
        information technology systems will continue to be adequate for our business or provide a competitive advantage.

         

        Our
        network and information systems are important to our operating activities and any network and information system shutdowns
        could disrupt our ability to process applications, originate financing facilities, or service our existing portfolio,
        which could have a material adverse impact on our operating activities. Shutdowns may be caused by unforeseen catastrophic
        events, including natural disasters, terrorist attacks, large-scale power outages, software or hardware defects, computer
        viruses, cyber attacks, external or internal security breaches, acts of vandalism, misplaced or lost data, programming
        or human errors, difficulties in migrating technology facilities from one location to another, or other similar events.
        We cannot be certain that our disaster recovery plan will function as intended, or otherwise resolve or compensate for
        such effects. Failure of our disaster recovery plan, if and when experienced, may have a material adverse effect on our
        revenue and ability to support and service our customer base.

	 	 
	Intellectual
    property risk:	Failure
                                         to protect our intellectual property rights may materially and adversely affect our competitive
                                         position and operations, and we may be exposed to infringement or misappropriation claims
                                         by third parties.

         

        Our
        success is in part attributable to the technologies, know-how and other intellectual property that we have developed or
        acquired. We rely upon a combination of trade secrets, confidentiality policies, non-disclosure and other contractual
        arrangements, and trademark laws to protect our intellectual property rights. There can be no assurance that the steps
        we have taken to protect our intellectual property rights are adequate to prevent or deter infringement or other misappropriation
        of our intellectual property.

         

        We
        may not be able to detect unauthorised uses or take appropriate and timely steps to enforce our intellectual property
        rights. Any significant infringement of our proprietary technologies and processes or our intellectual property rights
        could weaken our competitive position and have an adverse effect on our operations. To protect our intellectual property
        rights, we may have to commence legal proceedings or otherwise spend significant amounts of time and money. We cannot
        assure you that we will prevail in such proceedings. The occurrence of any unauthorised use of or other infringement to
        our intellectual property rights, it could result in potential damage to our competitive position.

         

        We
        may be subject to litigation involving claims of patent or trademark infringement or the violation of intellectual property
        rights of third parties. The defence of intellectual property suits, patent opposition proceedings and related legal and
        administrative proceedings can be costly and time-consuming and may significantly divert the efforts and resources of
        our technical and management personnel.

         

        An
        adverse determination in any litigation or proceedings to which we become a party could subject us to significant liability
        to third parties, require us to seek licenses from third parties, pay ongoing royalties, or redesign our products or subject
        us to injunctions prohibiting the manufacture and sale of our products or the use of our technologies, which could materially
        and adversely affect our business, financial condition or results of operations. Protracted litigation could also result
        in our customers or potential customers deferring or limiting their purchase or use of our products until resolution of
        such litigation, which could adversely affect our business.




 






    	35



    	 



    

 


 


 


	General
    risks:	Catastrophic
                                         events may negatively affect our business, financial condition, and results of operations.

         

        Natural
        disasters, acts of war, terrorist attacks, and the escalation of military activity in response to these attacks or otherwise
        may have negative and significant effects, such as imposition of increased security measures, changes in applicable laws,
        market disruptions, and job losses. These events may have an adverse effect on the economy in general. Moreover, the potential
        for future terrorist attacks and the national and international responses to these threats could affect our business in
        ways that cannot be predicted. The effect of any of these events or threats could have a material adverse effect on our
        business, results of operations and financial condition.

	 	 
	Regulatory
    risks:	If
                                         our asset-based financing business in Australia were to become subject to more extensive
                                         regulation under Australian law, our business, financial condition, liquidity and results
                                         of operations would be materially and adversely affected.
	 	 
	 	Our
        asset based lending activities, including factoring receivables and purchase order financing, are not subject to governmental
        regulation in Australia, since we are deemed not to make loans. Nevertheless, if any of the transactions entered into
        by us are deemed to be loans or financing transactions instead of a true purchase of accounts receivable, then various
        laws and regulations we would become subject to numerous laws and regulations otherwise not applicable to our principal
        activities in Australia and could limit the fees and other charges we are able to charge our customers and may further
        subject us to penalties under such regulations. These laws and regulations would also:



 





	 	● 	Regulate our credit granting activities, and require that we obtain additional licenses;
	 	 	 
	 	●	Require additional disclosures to customers;
	 	 	 
	 	●	Govern the manner in which we conduct secured transactions;
	 	 	 
	 	●	Set collection, foreclosure, repossession and claims handling procedures and other trade practices;
	 	 	 
	 	●	Prohibit discrimination in the extension of credit, and
	 	 	 
	 	●	Regulate our use and reporting of information related to a seller’s credit experience and other data collection.







 


	 	This could have a material adverse effect
on our business, financial condition, liquidity and results of operations.





	 	 
		If
we are found to be subject to or in violation of any laws or regulations, including those in Australia, the United States and
other jurisdictions governing money transmission, electronic funds transfers, money laundering, terrorist financing, sanctions,
consumer protection, banking and lending, it could be subject to liability, licensure and regulatory approval and may be forced
to change its business practices.

         

        Moneytech’s
planned electronic payments business and money transfer business will be subject to the laws and regulations of Australia, and
those of the United States if we decide to engage in those businesses in the United States, including those governing money transmission,
electronic funds transfers, money laundering, terrorist financing, sanctions, consumer protection, banking and lending. The legal
and regulatory requirements that apply to our payments businesses vary from country to country. While we have programs focused
on compliance with applicable laws and regulations, there can be no assurance that we will not be subject to fines or other enforcement
actions in one or more jurisdictions or be required to make changes to our business practices or compliance programs to comply
in the future if our business should expand outside of Australia.

        



 






    	36



    	 



    

 





 


		If
Moneytech were to become a money transmitter in the United States, it would become subject to restrictions on its investment of
customer funds, reporting requirements, bonding requirements, and inspection by state regulatory agencies. If Moneytech were found
to be in violation of money services laws or regulations, we could be subject to criminal or civil penalties, be forced to alter
our business practices or be required to obtain additional licenses or regulatory approvals that could impose substantial costs
on us. Any change to our business practices that makes our services less attractive to customers or prohibits the use of our services
by residents of a particular jurisdiction could harm our business.

         

        We
        also would be subject to various anti-money laundering and counter-terrorist financing laws and regulations around the
        world that prohibit, among other things, involvement in transferring the proceeds of criminal activities. Any errors,
        failures or delays in complying with federal, state or foreign anti-money laundering and counter-terrorist financing laws
        could result in significant criminal and civil lawsuits, penalties and forfeiture of significant assets or other enforcement
        actions.



 






    	37



    	 



    

 





 





Conditions


 


The
following are the Conditions which, as supplemented, amended, modified or replaced in relation to any Tranche of Subordinated
Notes by the relevant Pricing Supplement, will apply to that Tranche of Subordinated Notes. References to a “Pricing Supplement”
in these Conditions do not limit the provisions which may be supplemented, amended, modified or replaced by the Pricing Supplement.


 


The
Subordinated Notes are constituted by the Note Trust Deed. Each Noteholder, and any person claiming through or under any Noteholder,
is entitled to the benefit of, is bound by and is deemed to have notice of, all of the provisions of the Deed of Subordination,
the Note Trust Deed, these Conditions and the relevant Pricing Supplement. Each such person is also deemed to have notice of the
Information Memorandum. Copies of each such document are available for inspection at the Specified Office of the Issuer and the
Trustee.


 


		1	Interpretation



 


		1.1	Terms
                                         defined in Pricing Supplement



 


Terms
which are specified in the Pricing Supplement as having a defined meaning have the same meaning when used in these Conditions.


 


		1.2	Definitions



 


In
these Conditions, the following meanings apply unless the contrary intention appears:


 


Accepted
Accounting Practices means:


 


		(a)	in
                                         relation to any Financial Statements in respect of a member of the Group that is not
                                         incorporated in Australia, the accounting practices and standards generally accepted
                                         in the jurisdiction of incorporation of that member of the Group from time to time; and



 


		(b)	for
                                         all other purposes, the accounting practices and standards generally accepted in Australia
                                         from time to time;



 


Additional
Amount means an additional amount payable by the Issuer under Condition 12.2 (“Withholding tax”);


 


Agency
Agreement means:


 


		(a)	the
                                         agreement entitled Agency and Registry Services Agreement between the Issuer, the Guarantors,
                                         the Registrar, the Issuing & Paying Agent and the Calculation Agent dated 8 April
                                         2015;



 


		(b)	any
                                         other agreement between the Issuer and a Registrar in relation to the establishment and
                                         maintenance of a Register (and/or the performance of any payment or other duties) for
                                         any issue of Subordinated Notes; and/or



 


		(c)	any
                                         other agency agreement entered into between the Issuer and an agent in connection with
                                         any issue of Subordinated Notes;



 


Agent
means each of the Registrar, the Issuing and Paying Agent, the Calculation Agent and any other agent appointed under an Agency
Agreement, or any of them as the context requires;


 


Amount
Due, on any Collection Date, in relation to an Obligor under a Receivable, means the amount determined by Moneytech to be
due by that Obligor under that Receivable on that Collection Date in accordance with the its credit and collections policy;


 






    	38



    	 



    

 


 


 


Approved
Originator means an Australian Approved Originator or a NZ Approved Originator;


 


ASIC
means Australian Securities and Investments Commission;


 


Associate
in relation to an entity means:


 


		(a)	a
                                         Related Body Corporate of that entity;



 


		(b)	an
                                         entity, or the trustee or manager of a trust, which has a Controlling Interest in that
                                         entity, or a Related Body Corporate of that entity;



 


		(c)	a
                                         Related Body Corporate of an entity included in paragraph (b) or (e);



 


		(d)	a
                                         director of that entity or an entity included in paragraph (a) or (c);



 


		(e)	a
                                         corporation, or the trustee or manager of a trust, in which one or more entity or person
                                         mentioned in paragraph (a), (b), (c), (d), (f) or (g) alone or together has a Controlling
                                         Interest;



 


		(f)	the
                                         trustee of a discretionary trust of which an entity or person included in paragraph (a),
                                         (b), (c), (d) (e) or (g) is a beneficiary (whether or not through one or more other discretionary
                                         trusts); or



 


		(g)	an
                                         entity of which a director of that entity or a Related Body Corporate of that entity
                                         is also a director.



 


For
the purposes of this definition:


 


		(i)	where
                                         a person is a beneficiary of a discretionary trust, that person shall be taken to own,
                                         and control, all the assets of that trust;



 


		(ii)	“director”
                                         has the meaning given in the Corporations Act; and



 


		(iii)	a
                                         person has a “Controlling Interest” in a corporation
                                         or trust if:



 


		(A)	the
                                         corporation or its directors, or the trustee or manager of the trust or its directors,
                                         are accustomed, or under an obligation, whether formal or informal, to act in accordance
                                         with the directions, instructions or wishes of that person or of that person in concert
                                         with others; or



 


		(B)	the
                                         person has a relevant interest (as defined in the Corporations Act) in aggregate in more
                                         than 20% of the issued or voting shares, units or other interests in the corporation
                                         or trust (in number, voting power or value), or would have that relevant interest if
                                         any rights were exercised to subscribe for, or acquire or convert into, shares, units
                                         or other interests which are issued or unissued. The definition of relevant interest
                                         applies as if units or other interests were shares;



 


Austraclear
means Austraclear Ltd (ABN 94 002 060 773);


 


Austraclear
Regulations means the regulations known as “Austraclear Regulations” together with any instructions or directions
established by Austraclear to govern the use of the Austraclear System and binding on the participants in that system;


 


Austraclear
System means the clearing and settlement system operated by Austraclear in Australia for holding securities and electronic
recording and settling of transactions in those securities between participants of that system;


 






    	39



    	 



    

 


 


 


Australian
Approved Originator means:


 


		(a)	Moneytech Limited (ABN 77 106 249 852); and/or



 


		(b)	any other wholly-owned Australian incorporated Subsidiary of the Issuer that originates Receivables
in its ordinary course of business;



 


Australian
Tax Act means the Income Tax Assessment Act 1936 of Australia or the Income Tax Assessment Act 1997 of Australia, as applicable;


 


BBSW Rate means, for an
Interest Period, the rate for prime bank eligible securities having a tenor closest to the Interest Period as displayed at approximately
10:10am on the “BBSW” page (or any replacement page) of the Reuters Monitor System on the first day of that Interest
Period. However, if such rate does not appear by 10:30am on that day, or if it is displayed but the Calculation Agent determines
that there is an obvious error in that rate, BBSW Rate means the rate determined by the Calculation Agent having regard
to comparable indices then available. The rate calculated or determined by the Calculation Agent will be expressed as a percentage
rate per annum and will be rounded up, if necessary, to the next higher one ten-thousandth of a percentage point (0.0001 per cent.);


 


Business Day
means a day (not being a Saturday, Sunday or public holiday in the relevant place) on which banks are open for general banking
business in Sydney and, if a Subordinated Note held in the Austraclear System is to be issued or payment made in respect of a Subordinated
Note held in the Austraclear System on that day, a day on which the Austraclear System is operating;


 


Business Day
Convention means a convention for adjusting any date if it would otherwise fall on a day that is not a Business Day and the
following conventions, where specified in the Pricing Supplement in relation to any date applicable to any Subordinated Note, have
the following meanings:


 


		(a)	Following Business Day Convention means that the date is postponed to the first following
date that is a Business Day; and



 


		(b)	Modified Following Business Day Convention means that the date is postponed to the first
following day that is a Business Day unless that day falls in the next calendar month in which case that date is brought forward
to the first preceding day that is a Business Day;



 


Calculation
Agent means BTA Institutional Services Australia Limited (ABN 48 002 916 396);


 


Capital Reduction
has the meaning given in Condition 5.2(b) (“Financial covenants”);


 


Cash means
cash at bank and cash deposited in a money market or term deposit account of an entity (and includes the credit balance of the
Interest Reserve Account);


 


Collection Date means, in
relation to a Receivable, the date on which the relevant Obligor is required to make a payment of an Amount Due in relation to
that Receivable;


 


Conditions
means, in relation to the Subordinated Notes, these terms and conditions as amended, supplemented, modified or replaced by
the Pricing Supplement applicable to such Subordinated Note and references to a particular numbered Condition shall be construed
accordingly;


 


Contract means a contract
(which need not be in writing) between the Issuer or an Approved Originator and any person under which one of the following applies:


 


		(a)	the Issuer or the relevant Approved Originator sells goods to that person, and that person is given
a certain period of time in which to pay the relevant purchase price;



 






    	40



    	 



    

 


 


 


		(b)	the Issuer or the relevant Approved Originator provides loans, financial accommodation or credit
to that person, and that person is given a certain period of time in which to repay the relevant loan, financial accommodation
or credit;



 


		(c)	the Issuer or the relevant Approved Originator is owed the Amount Due from an Obligor in respect
of goods or services received by the Obligor; or



 


		(d)	the Issuer or the relevant Approved Originator is owed the Amount Due from an Obligor in respect
of payments made by the Issuer or the relevant Approved Originator for or on behalf of the Obligor to an entity which is not resident
in Australia;



 


Corporations
Act means the Corporations Act 2001 of Australia;


 


Day Count Fraction means,
in respect of the calculation of interest on a Subordinated Note for any period of time (“Calculation Period”),
the day count fraction specified in the Pricing Supplement and:


 


		(a)	if “Actual/365 (Fixed)” is so specified, means the actual number of days in
the Calculation Period divided by 365; and



 


		(b)	if “RBA Bond Basis” is so specified, means one divided by the number of Interest
Payment Dates in a year (or where the Calculation Period does not constitute an Interest Period, the actual number of days in the
Calculation Period divided by 365) or, if any portion of the Calculation Period falls in a leap year, the sum of:



 


		(i)	the actual number of days in that portion of the Calculation Period falling in a leap year divided
by 366; and



 


		(ii)	the actual number of days in that portion of the Calculation Period falling in a non-leap year
divided by 365));



 


Deed of Subordination
means the document entitled “Deed of Subordination” dated 8 April 2015 and executed by the Issuer, the Initial
Guarantors, the Senior Financier and the Trustee;


 


Denomination
means A$1,000, being the notional face value of a Subordinated Note;


 


Distribution means:


 


		(a)	any dividend, charge, interest, fee, payment or other distribution (whether cash or assets) or
redemption, repurchase, defeasance, retirement or repayment on or in respect of any marketable security (as defined in section
9 of the Corporations Act) issued by any member of the Group;



 


		(b)	any interest payment, any repayment or prepayment of any amount of principal or any other payment
in respect of any liability of any member of the Group to any shareholder of the Parent Guarantor (or to any Related Body Corporate
of any shareholder of the Parent Guarantor which is not a member of the Group) at any time in connection with any Financial Indebtedness;
and/or



 


		(c)	any management, advisory or other fee payable to, or to the order of, any shareholder of the Parent
Guarantor (or to any Related Body Corporate of any shareholder of the Parent Guarantor which is not a Guarantor);



 


Eligible Insurer means an
insurance company regulated by the Australian Prudential Regulation Authority, which is either:


 


		(a)	rated by one of the following, at least:



 


		(i)	A+ by Standard & Poor’s Ratings Group



 






    	41



    	 



    

 


 


 


		(ii)	A1 by Moody’s Investors Service Inc.; or



 


		(iii)	A+ by Fitch Ratings Ltd.; or



 


		(b)	a wholly owned subsidiary of an insurance company rated by one of the following, at least:



 


	 	(i)	A+ by Standard & Poor’s Ratings Group;




 


	 	(ii)	A1 by Moody’s Investors Service Inc.; or




 


	 	(iii)	A+ by Fitch Ratings Ltd,




 


and if:


 


		(A)	any two ratings are provided, the lowest
of those of those ratings will be applicable; and 



 


		(B)	all three ratings are provided, a simple
majority of those ratings will applicable, provided that if all three ratings are different, then the applicable rating is the
lowest of the ratings;



 


Eligible Receivables
means, on the date of any determination which involves, or requires a calculation of, an Eligible Receivable, a Receivable:


 


		(a)	the Obligor of which is not an Associate or employee of the Issuer or any Approved Originator;



 


		(b)	which has not been in arrears for greater than 60 days;



 


		(c)	with regard to which the following warranty of the Issuer is true and correct, as if such representation
and warranty was provided on such day by reference to the facts and circumstances then existing:



 


		(i)	each Receivable which was originated by the Issuer is owned by the Issuer and each Receivable which
was originated by an Approved Originator is beneficially owned by the Issuer, free and clear of any Receivables Security Interest
(other than any Supplier's Security Interest);



 


		(ii)	the Issuer shall have acquired and shall continue to own each Receivable and in respect of each
Collection related to that Receivable (in each case subject to the rule in Dearle v Hall), free and clear of any Receivables
Security Interest (other than any Supplier's Security Interest); and



 


		(iii)	each Obligor is a member of the Program, and satisfies the eligibility criteria of the Program
to be and remain a member of the Program;



 


		(d)	is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor
of that Receivable enforceable against that Obligor in accordance with its terms and is not subject to any dispute, offset, counterclaim
or defence whatsoever (except the discharge in insolvency or bankruptcy of such Obligor);



 


		(e)	which does not contravene any laws, rules or regulations and with respect to which no party to
the Contract is in violation of any law, rule or regulation if that violation would impair the collectability of such Receivable;



 


		(f)	which satisfies all applicable requirements of the relevant policy and procedure of the Issuer
and each Approved Originator relating to the operation of its business;



 






    	42



    	 



    

 





 


		(g)	as to which at the time the relevant Contract was entered into and as at the proposed date of sale
the Issuer had not received any notice of a Receivables Insolvency Event in respect of the relevant Obligor;



 


		(h)	which is not subject to any legislation relating to consumer credit;



 


		(i)	where each of the relevant Contracts is governed by the laws of an Australian jurisdiction;



 


		(j)	where the relevant Contract, if required to be stamped, has been stamped with all applicable duty;



 


		(k)	where the amount of any payment which the Obligor is required to make in respect of the Receivable
may not pursuant to any contractual right of set off be reduced by, or by any income derived by the Obligor on, any moneys deposited
by it with any person (including, without limitation, the Issuer) or an Approved Originator;



 


		(l)	where the Obligor has provided the bank with which an account controlled by Moneytech Services
Pty Ltd, Moneytech Finance Pty Ltd or Moneytech Limited is held with authority to initiate and collect the minimum Amount Due on
each Collection Date; and



 


		(m)	which is covered by an Insurance Policy which provides the Issuer with protection against loss
due to non-payment in respect of a Receivable due to the insolvency of the Obligor;



 


Event of Default
means the happening of any event set out in Condition 14.3 (“Events of Default”);


 


Existing Security
Interests means:


 


		(a)	the security over the Parent Guarantor in favour of the Senior Financier over all present and after
acquired commercial property, except any personal property of the Parent Guarantor which is not from time to time subject to a
security agreement in favour of the secured party. identified as registered charge numbers 201112120914989 and 201112280667593;



 


		(b)	the security over the Issuer:



 


		(i)	in favour of the Senior Financier over:



 


		(A)	all present and after acquired commercial property, except any personal property of the Issuer
which is not from time to time subject to a security agreement in favour of the secured party. identified as registered charge
numbers 201112120915021 and 201112280667627;



 


		(B)	all present and after acquired commercial property, except any Eligible Receivables transferred
to the Issuer under a sale notice, and other collateral including inventory, identified as registered charge numbers 201203300070566
and 201203300074399;



 


		(C)	all present and after acquired commercial general intangible property identified as registered
charge number 201210080098347;



 


		(D)	all present and after acquired commercial intangible property (account) identified as registered
charge numbers 201210080098491 and 201210080098594; and



 






    	43



    	 



    

 





 


		(E)	all present and after acquired financial property (chattel paper) identified as registered charge
numbers 201210080098560 and 201210080098637; and



 


		(ii)	in favour of Sony Australia Limited (ABN 59 001 215 354) identified as registered charge number
201202210078182;



 


		(c)	the security over Moneytech Services:



 


		(i)	in favour of the Senior Financier over:



 


		(A)	all present and after acquired commercial property identified as registered charge number 2011112120914943;



 


		(B)	all present and after acquired commercial property, except any personal property of Moneytech Services
which is not from time to time subject to a security agreement in favour of the secured party. identified as registered charge
number 2011122280667564;



 


		(iii)	in favour of Indue Ltd (ABN 97 087 822 464) over all present and after acquired ADI accounts held
by Moneytech Services with Indue Ltd identified as registered charge number 201311050031934;



 


FATCA means
sections 1471 to 1474 of the United States Internal Revenue Code of 1986 or any consolidation, amendment, re-enactment or replacement
of those provisions and including any regulations or official interpretations issued, agreements (including, without limitation,
intergovernmental agreements) entered into or non-US laws enacted, with respect thereto;


 


Financial
Indebtedness of a person means any liability or indebtedness (whether present or future, actual or contingent) of that person
for or in respect of:


 


		(a)	moneys borrowed or raised and debit balances at banks or financial institutions;



 


		(b)	its obligations as lessee under any lease which in accordance with Accepted Accounting Practices
would be treated as a finance or a capital lease;



 


		(c)	any indemnity obligation in respect of any guarantee, indemnity, bond or letter of credit or similar
instrument issued by a bank or financial institution;



 


		(d)	any guarantee, indemnity, letter of credit or similar assurance in respect of financial loss given
in connection with any Financial Indebtedness (as referred to in any other paragraph of this definition) of another person;



 


		(e)	any amount payable in connection with the redemption of any redeemable preference share issued
by that person;



 


		(f)	any amount raised under or in connection with any bill acceptance, endorsement or discounting arrangement;



 


		(g)	any amount raised under or in connection with any bond, debentures, note, loan stock or any similar
instrument;



 


		(h)	receivables sold or discounted (other than to the extent they are sold on a non-recourse basis);



 


		(i)	the marked to market value of any swap, hedge, cap, collar, ceiling or floor agreement, futures
contract, forward exchange or forward purchase contract or option contract, in each case, in respect of any currency, interest
rate or commodity or any similar transaction;



 






    	44



    	 



    

 





 


		(j)	the acquisition cost of any asset or service to the extent payable more than 90 days after the
time of acquisition or possession; or



 


		(k)	any amount raised under any other transaction or series of transaction having the commercial effect
of a borrowing or raising of money,



 


in all cases, without double counting;


 


Financial
Statements means:


 


		(a)	an income statement;



 


		(b)	a balance sheet;



 


		(c)	a cash flow statement; and



 


		(d)	(if for a Financial Year and required by law or directive) a statement of changes in equity for
the year,



 


together with
any notes to those documents and any accompanying reports (including any directors' and auditors reports), statements, declarations
and other documents or information intended to be read with any of them, in each case as required under the Corporations Act and
applicable laws and directives;


 


Financial
Year means any 12 month period ending on 30 June;


 


First Optional
Redemption Date means the date so specified in the Pricing Supplement;


 


Fixed Coupon
Amount means the amount specified in, or determined in accordance with, the Pricing Supplement;


 


Fixed Rate Note means a
Subordinated Note on which interest is calculated at a fixed rate payable in arrear on a fixed date or fixed dates in each year
and on redemption or on any other dates as specified in the applicable Pricing Supplement;


 


Floating Rate Note means
a Subordinated Note on which interest is calculated at a floating rate payable monthly or 2, 3, 6, or 12 monthly or in respect
of any other period or on any other date specified in the applicable Pricing Supplement;


 


Group means
the Parent Guarantor and each of its Subsidiaries from time to time;


 


Guarantors
means the Initial Guarantors and each other entity that has provided a Subordinated Guarantee of the Subordinated Notes (and
has not been released from such Subordinated Guarantee) under the Note Trust Deed from time to time; 


 


Information
Memorandum means the information memorandum, disclosure document or other offering document referred to in a Pricing Supplement
in each case prepared by, or on behalf of, and approved by, the Issuer in connection with the issue of Subordinated Notes and all
documents incorporated by reference in it;


 


Initial Guarantors
means:


 


		(a)	the Parent Guarantor; and



 


		(b)	Moneytech Services;



 






    	45



    	 



    

 





 


Interest Reserve
Account has the meaning given to it in the Note Trust Deed;


 


Insolvency
Event means:


 


		(a)	a controller (as defined in section 9 of the Corporations Act), receiver, receiver and manager,
administrator or similar officer is appointed in respect of that person or any asset of that person;



 


		(b)	a liquidator, provisional liquidator or administrator is appointed in respect of that person;



 


		(c)	except for the purpose of a solvent reconstruction or amalgamation, any application (not withdrawn
or dismissed within 7 days) is made to a court for an order, an order is made, a meeting is convened or a resolution is passed,
for the purpose of:



 


		(i)	appointing a person referred to in paragraph (a) or (b) of this definition;



 


		(ii)	winding up, dissolving or deregistering that person; or



 


		(iii)	proposing or implementing a company voluntary arrangement or a scheme of arrangement, other than
with the prior approval by a Special Resolution of the Noteholders under a solvent scheme of arrangement pursuant to Part 5.1 of
the Corporations Act;



 


		(d)	any application (not withdrawn or dismissed within 7 days) is made to a court for an order, a meeting
is convened, a resolution is passed or any negotiations are commenced, for the purpose of implementing or agreeing:



 


		(i)	a moratorium of any debts of that person;



 


		(ii)	any other assignment, composition or arrangement (formal or informal) with that person's creditors;
or



 


		(iii)	any similar proceeding or arrangement by which the assets of that person are subjected conditionally
or unconditionally to the control of that person's creditors or a trustee,



 


or any agreement or other arrangement
of the type referred to in this paragraph (d) is ordered, declared or agreed to;


 


		(e)	as a result of the operation of section 459F(1) of the Corporations Act, that person is taken to
have failed to comply with a statutory demand (as defined in the Corporations Act);



 


		(f)	any writ of execution, garnishee order, mareva injunction or similar order, attachment or other
process is made, levied or issued against or in relation to any asset of that person;



 


		(g)	anything analogous to anything referred to in paragraphs (a) to (f) inclusive of this definition,
or which has a substantially similar effect, occurs with respect to that person under any law; or



 


		(h)	that person is, or admits in writing that it is, or is declared to be, or is presumed or taken
under any applicable law to be (for any purpose), insolvent or unable to pay its debts as they fall due;



 


Insurance Policy means the
trade credit insurance policy issued by an Eligible Insurer to the Issuer in relation to the Receivables;


 






    	46



    	 



    

 





 


Interest Commencement
Date means, for a Subordinated Note, the Issue Date of the Subordinated Note or any other date so specified in, or determined
in accordance with, the Pricing Supplement;


 


Interest Expense
means, for any Relevant Period, all interest and amounts in the nature of interest, or of similar effect to interest, which would
be included in the consolidated financial statements of the Group as having been paid or incurred by members of the Group and includes
but is not limited to any margin, line, facility, acceptance, discount or other fees and amounts incurred on a regular or recurring
basis payable in respect of any Financial Indebtedness of any member of the Group for that Relevant Period or, if not payable but
relating to that Relevant Period, then accrued for that Relevant Period, but excludes mark to market items which have been notionally
accounted for;


 


Interest Payment
Date means each date so specified in the Pricing Supplement;


 


Interest Period
means each period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment
Date. However:


 


		(a)	the first Interest Period commences on (and includes) the Interest Commencement Date; and



 


		(b)	the final Interest Period ends on (but excludes) the Maturity Date or, if redeemed earlier, an
Optional Redemption Date;



 


Interest Rate
means, in respect of a Subordinated Note, the interest rate (expressed as a percentage per annum) payable in respect of that
Subordinated Note specified in the Pricing Supplement or calculated or determined in accordance with these Conditions and the Pricing
Supplement;


 


Issue Date
means the date on which a Subordinated Note is, or is to be issued, as specified in, or determined in accordance with, the
Pricing Supplement;


 


Issuer means
Moneytech Finance Pty Ltd (ABN 75 112 110 906);


 


Issuing &
Paying Agent means BTA Institutional Services Australia Limited (ABN 48 002 916 396);


 


Margin means the margin
specified in, or determined in accordance with, the Pricing Supplement;


 


Maturity Date
means the date so specified in, or determined in accordance with, the Pricing Supplement as the date on which the Subordinated
Note is to be redeemed (and adjusted, if necessary, in accordance with the applicable “Business Day Convention” so
specified in the Pricing Supplement);


 


Meeting Provisions
means the provisions relating to meetings of Noteholders set out in the Note Trust Deed;


 


Moneytech
Services means Moneytech Services Pty Ltd (ABN 81 112 110 933);


 


Note Trust
Deed means the document entitled “Note Trust Deed” dated 8 April 2015 and executed by, amongst others, the Issuer,
the Guarantors and the Trustee;


 


Noteholder
means, in respect of a Subordinated Note, the person whose name is entered in the Register as the holder of that Subordinated Note;


 


NPAT means,
for any Relevant Period, the net profit after tax of the Group for that Relevant Period as calculated in accordance with the relevant
Financial Statements;


 






    	47



    	 



    

 





 


NZ Approved Originator means
any wholly-owned New Zealand incorporated subsidiary of the Issuer that originates Receivables as specified in a list that is provided
to the Trustee from time to time


 


Obligor means a person obligated
to make payments in respect of a Receivable, being customer of the Issuer or an Approved Originator who is a member of the Program;


 


Offshore Associate
means an “associate” (within the meaning of section 128F(9) of the Australian Tax Act) of the Issuer that is
either:


 


		(a)	a non-resident of Australia that, if it acquires the Subordinated Notes or an interest in the Subordinated
Notes, would not acquire the Subordinated Notes or an interest in the Subordinated Notes in carrying on a business at or through
a permanent establishment of the associate in Australia; or



 


		(b)	a resident of Australia that, if it acquires the Subordinated Notes or an interest in the Subordinated
Notes, would acquire the Subordinated Notes or an interest in the Subordinated Notes in carrying on a business in a country outside
Australia at or through a permanent establishment of the associate in that country;



 


Optional Redemption
Date means the First Optional Redemption Date, the Second Optional Redemption Date or each Interest Payment Date commencing
on (and including) the Third Optional Redemption Date to (but excluding) the Maturity Date;


 


Parent Guarantor
means Moneytech Limited (ABN 77 106 249 852);


 


Payment Date
means, as applicable, the Maturity Date, an Interest Payment Date or other relevant date on which a payment in respect of a Subordinated
Note is due;


 


a Permitted
Payment has the meaning given to it in the Deed of Subordination.


 


a Permitted
Security Interest means:


 


		(a)	the Existing Security Interests, provided that if the Issuer, a Guarantor or any other member of
the Group renews, extends or refinances any Financial Indebtedness secured by those Existing Security Interests, at the time of
such renewal, extension or refinance of the Financial Indebtedness (as the case may be), and on a pro-forma basis, the ratio (expressed
as a percentage) of the aggregate of all Financial Indebtedness of the Group secured by a Security Interest at that time to the
aggregate amount of all purchased Eligible Receivables plus Cash at that time is not more than 90 per cent.;



 


		(b)	any Security Interest:



 


		(i)	that secures any Financial Indebtedness incurred by the Issuer, a Guarantor or any other member
of the Group on or after the Issue Date; and



 


		(ii)	without limiting sub-paragraph (i) above, granted in connection with the Issuer, a Guarantor or
any other member of the Group renewing, extending or refinancing of any Financial Indebtedness secured by an Existing Security
Interest,



 


provided that,
at the time of such incurrence of the Financial Indebtedness or such renewal, extension or refinance of the Financial Indebtedness
(as the case may be), and on a pro-forma basis, the ratio (expressed as a percentage) of the aggregate of all Financial Indebtedness
of the Group secured by a Security Interest at that time to the aggregate amount of all purchased Eligible Receivables plus Cash
at that time is not more than 90 per cent.;


 






    	48



    	 



    

 





 


		(c)	a Security Interest arising by operation of law and in the ordinary course of trading so long as
the Financial Indebtedness secured by that Security Interest is paid when due or contested in good faith and appropriately provisioned;



 


		(d)	any netting and set-off arrangements arising in the ordinary course of the Group’s banking
arrangements;



 


		(e)	any Security Interest approved by the Noteholders pursuant to the Meeting Provisions; and



 


		(f)	any Security Interest provided for by one of the following transactions if the transaction does
not secure payment or performance of an obligation:



 


		(i)	a transfer of an account or chattel paper;



 


		(ii)	a commercial consignment; or



 


		(iii)	a PPS Lease,



 


(as each
term is defined in the PPSA);


 


PPSA means
the Personal Properties Securities Act 2009 of Australia;


 


Pricing Supplement
means, in respect of a Tranche, the pricing supplement prepared and issued specifying the relevant issue details of such Subordinated
Notes and which has been confirmed by the Issuer;


 


Program means the Moneytech
Credit Express, the Confirmed Capital Programs or other such financial products which generate Eligible Receivables and comply
with Moneytech’s credit and collections policy established by the Parent Guarantor;


 


Receivable means any right,
title, benefit and interest (present or future) in, to, under or derived from a Contract, including the purchase price payable
under that Contract and any amount paid or payable to the Issuer or the Approved Originator pursuant to the Insurance Policy in
respect of that Contract, but excluding, in the case of any Contract originated by a NZ Approved Originator, any right to payment
of interest, finance or late payment charges payable under that Contract;


 


Receivables Insolvency
Event means in respect of a person:


 


(a)


 





		(i)	an administrator of the person is appointed;



 


		(ii)	any step is taken to appoint or with a view to appointing a statutory manager (including the making
of any recommendation in that regard by the Securities Commission under the Corporations (Investigations and Management) Act 1989
or the Reserve Bank of New Zealand Act 1989);



 


		(iii)	except for the purpose of a solvent reconstruction or amalgamation previously approved by the Senior
Financier (such approval not to be unreasonably withheld):



 


		(A)	an application or an order is made, proceedings are commenced, a resolution is passed or proposed
in a notice of meeting or an application to a court or other steps are taken for:



 


		(1)	the winding up, dissolution or administration of the person; or



 






    	49



    	 



    

 





 


		(2)	the person entering into an arrangement, compromise or composition with or assignment for the benefit
of its creditors or a class of them;



 


other than frivolous or vexatious
applications, proceedings, notices and steps or applications; or


 


		(B)	the person ceases, suspends or threatens to cease or suspend the conduct of all or substantially
all of its business or disposes of or threatens to dispose of all or a substantial part of its assets; or



 


		(iv)	the person is, or under applicable legislation is taken to be, insolvent (other than as the result
of a failure to pay a debt or claim the subject of a good faith dispute) or stops or suspends or threatens to stop or suspend payment
of all or a class of its debts;



 


(b)


 





		(i)	a receiver, receiver and manager, administrative receiver or similar officer is appointed to;



 


		(ii)	a Security Interest is enforced in respect of an amount in excess of A$500,000 over; or



 


		(iii)	a distress, attachment or other execution is levied, or enforced or applied for in respect of an
amount in excess of A$500,000 over,



 


all or any of the assets and undertaking
of the person unless the relevant action is terminated within 7 days;


 


		(c)	in the case of a party to this agreement, without the prior consent of the other parties to this
agreement, the person:



 


		(i)	reduces its capital (including a purchase of its shares but excluding a redemption of redeemable
shares);



 


		(ii)	passes a resolution to reduce its capital or to authorise it to purchase its shares or passes a
resolution under chapter 2J of the Corporations Act or an equivalent provision, or calls a meeting to consider such a resolution;
or



 


		(iii)	applies to a court to call any such meeting or to sanction any such resolution or reduction; or



 


		(d)	anything analogous to anything referred to in paragraphs (a) to (c) inclusive, or having substantially
similar effect, occurs with respect to the person under any overseas law or any law which commences or is amended after the date
of this agreement;



 


Receivables Security Interest
includes any mortgage, pledge, lien or charge or any security or preferential interest or arrangement of any kind or any other
right of, or arrangement with, any creditor to have its claims satisfied in priority to other creditors with, or from the proceeds
of, any asset in favour of any person other than the Issuer, includes any security interest as defined and construed in accordance
with the PPSA and the Personal Property Securities Act 1999 (New Zealand).


 


It includes retention of title
other than in the ordinary course of day-to-day trading and a deposit of money by way of security but it excludes a charge or lien
arising in favour of a government or a governmental, semi-governmental or judicial entity or authority (including any self-regulatory
organisation established under status or any stock exchange) by operation of statute unless there is default in payment of moneys
secured by that charge or lien;


 



    	50



    	 



    

 





 





Record
Date means the close of business in the place where the Register is maintained on the eighth day before the Payment Date;


 


Register
means the register of holders of Subordinated Notes established and maintained by or on behalf of the Issuer under an Agency
Agreement;


 


Registrar
means BTA Institutional Services Australia Limited (ABN 48 002 916 396);


 


Related
Body Corporate has the meaning it has in the Corporations Act;


 


Relevant
Period means, on any date falling in a calendar month, the period of twelve months prior to and ending on the last day of
the calendar month in which the relevant date falls;


 


RPA
means the asset backed wholesale debt facility between the Issuer and the Senior Financier;


 


RPA
Amortisation Event means an event which under the RPA allows the Senior Financier to enforce all of its rights under the RPA;


 


RPA
Event of Default means has the meaning set out in the RPA and includes the failure of the Group to make payments to the Senior
Financier under a transaction document between the Group and the Senior Financier, an event of insolvency or a cross-default in
the Group occurs for an amount exceeding A$1,000,000 which allows the Senior Financier to enforce all of its rights under the
RPA;


 


Second
Optional Redemption Date means the date so specified in the Pricing Supplement;


 


Security
Interest includes any mortgage, pledge, lien or charge or any security or preferential interest or arrangement of any kind
(including under sections 12(1) and (2) and (3) of the PPSA) or any other right of, or arrangement with, any creditor to have
its claims satisfied in priority to other creditors with, or from the proceeds of, any asset. It includes retention of title other
than in the ordinary course of day-to-day trading and a deposit of money by way of security but it excludes a charge or lien arising
in favour of a government agency by operation of statute unless there is default in payment of moneys secured by that charge or
lien;


 


Senior
Financier means the Australian financier regulated by the Australian Prudential Regulation Authority which has extended a
secured facility to the Issuer;


 


Special
Resolution has the meaning given in the Note Trust Deed;


 


Specified
Office means, for a person, that person’s office specified in the Information Memorandum or Pricing Supplement or any
other address notified to Noteholders from time to time;


 


Subordinated
Guarantee means the guarantee of the Subordinated Notes set out in the Note Trust Deed; 


 


Subordinated
Note means a medium term debt obligation issued or to be issued by the Issuer which is constituted by, and owing under
the Note Trust Deed, the details of which are recorded in, and evidenced by, entry in the Register. References to any particular
type of “Subordinated Note” or “Subordinated Notes” should be read and construed accordingly. All references
to Subordinated Notes must, unless the context otherwise requires, be read and construed as references to the Subordinated Notes
of a particular series;


 


Subsidiary
of an entity means another entity which is a subsidiary of the first within the meaning of Part 1.2 Division 6 of the Corporations
Act;


 


Supplier’s
Security Interest means any Security Interest in favour of a supplier to a NZ Approved Originator in respect of which any
Receivable constitutes proceeds of any goods so originally supplied to that NZ Approved Originator by that supplier, and includes
any such Security Interest subsequently transferred by that supplier to another person;


 






    	51



    	 



    

 





 


Tangible
Net Worth means that amount (calculated by reference to the consolidated balance sheet of the Group) as being the total assets
of the Group less the total liabilities of the Group less goodwill, copyright, patents, trademarks, licences, research and development,
underwriting and formation expenses, future income tax benefits, and other items of a like nature which, in accordance with Accepted
Accounting Practices, are regarded as intangible assets of the Group, as recorded in that balance sheet. For the purpose of this
definition, redeemable preference shares and convertible notes will not be treated as liabilities;


 


Tax
Authority means any government, state, municipal, local, federal or other fiscal, revenue, customs or excise authority, body
or official, having power to tax to which the Issuer becomes subject in respect of payments made by it of principal or interest
in respect of the Subordinated Notes;


 


Taxes
means taxes, levies, imposts, charges and duties (including stamp and transaction duties) imposed by any Tax Authority together
with any related interest, penalties, fines and expenses in connection with them except if imposed on, or calculated having regard
to, the net income of a Noteholder;


 


Test
Date means each date on which:


 


		(a)	any
                                         Security Interest has been granted by the Issuer or any other member of the Group in
                                         accordance with Condition 5.1 (“Negative pledge”);



 


		(b)	new
                                         Financial Indebtedness after the Issue Date has been incurred by the Issuer or any other
                                         member of the Group in accordance with Condition 5.2(a) (“Financial covenants”);



 


		(c)	any
                                         Distribution or Capital Reduction has been made by the Issuer or any other member of
                                         the Group in accordance with Condition 5.2(b) (“Financial covenants”); or



 


		(d)	there
                                         is any disposal of a material part of the assets of the Issuer or any other member of
                                         the Group in accordance with Condition 5.2(c) (“Financial covenants”);



 


Third
Optional Redemption Date means the date so specified in the Pricing Supplement;


 


Total
Tangible Assets means, in relation to any group at any time, the aggregate amount of all assets of the relevant group at that
time determined by reference to the applicable Financial Statements of the relevant group in respect of that time, other than
goodwill, copyright, patents, trademarks, licences, research and development, underwriting and formation expenses, future income
tax benefits, and other items of a like nature which, in accordance with Accepted Accounting Practices, are regarded as intangible
assets;


 


Tranche
means an issue of Subordinated Notes specified as such in the Pricing Supplement issued on the same Issue Date and on the
same terms;


 


Trustee
means BNY Trust Company of Australia Limited (ABN 49 050 294 052) in its capacity as trustee of the Moneytech Note Trust constituted
by the Note Trust Deed or such other person appointed under the Note Trust Deed as trustee of the Moneytech Note Trust; and


 


Unwind
Event means the happening of any event set out in Condition 14.1 (“Unwind Events”).


 


		1.3	References
                                         to certain general terms 



 


Unless
the contrary intention appears, a reference to:


 


		(a)	a
                                         group of persons is a reference to any two or more of them jointly and to each of them
                                         individually;



 






    	52



    	 



    

 





 


		(b)	an
                                         agreement, representation or warranty in favour of two or more persons is for the benefit
                                         of them jointly and each of them individually;



 


		(c)	a
                                         document (including these Conditions) includes any amendment, variation or replacement
                                         of it;



 


		(d)	anything
                                         (including any amount) is a reference to the whole and each part of it;



 


		(e)	a
                                         “law” includes common law, principles of equity, any decree and any
                                         statute or other law made by a parliament (and a statute or other law made by parliament
                                         includes any regulation or other instrument under it, and any consolidation, amendment,
                                         re-enactment or replacement of it);



 


		(f)	a
                                         “directive” includes a treaty, official directive, request, regulation,
                                         guideline or policy (whether or not in any case having the force of law) with which responsible
                                         participants in the relevant market generally comply;



 


		(g)	“Australian
                                         dollars” or “A$” is a reference to the lawful currency of
                                         Australia;



 


		(h)	a
                                         time of day is a reference to Sydney time; 



 


		(i)	a
                                         “person” includes an individual, a firm, a body corporate, an unincorporated
                                         association and an authority;



 


		(j)	a
                                         particular person includes a reference to the person’s executors, administrators,
                                         successors, substitutes (including persons taking by novation) and assigns; and



 


		(k)	the
                                         words “including”, “for example” or “such
                                         as” when introducing an example, do not limit the meaning of the words to which
                                         the example relates to that example or examples of a similar kind.



 


		1.4	Number



 


The
singular includes the plural and vice versa.


 


		1.5	Headings



 


Headings
(including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of
these Conditions.


 


		1.6	Calculation
                                         of period of time



 


If
a notice must be given within a certain period of days or a certain number of days notice must be given or any other matter must
take place within a certain number of days, the day on which the notice is given or action taken, and the day on which the meeting
is to be held or other action taken, are not to be counted in calculating that period and references to a “day” are
to a calendar day.


 


		2	Introduction



 


		2.1	Pricing
                                         Supplement



 


		(a)	The
                                         Issuer will issue the Subordinated Notes on the terms set out in these Conditions as
                                         supplemented, amended, modified or replaced by the Pricing Supplement applicable to those
                                         Subordinated Notes. If there is any inconsistency between these Conditions and such Pricing
                                         Supplement, the Pricing Supplement prevails.



 






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		(b)	The
                                         Subordinated Notes are issued in a single series. The series may comprise one or more
                                         Tranches having one or more Issue Dates and on conditions otherwise identical (other
                                         than in respect of the issue price and date of the first payment of interest). A Tranche
                                         is the subject of a Pricing Supplement which supplements, amends, modifies or replaces
                                         these Conditions.



 


		(c)	Copies
                                         of the Pricing Supplement and Conditions applicable to any Tranche of Subordinated Notes
                                         are available for inspection or on request by a Noteholder or prospective Noteholder
                                         during normal business hours at the Specified Office of the Issuer, the Trustee or the
                                         Registrar or are otherwise available on reasonable request from the Issuer or the Registrar.



 


		2.2	Types
                                         of Subordinated Notes



 


A
Subordinated Note is either:


 


		(a)	a
                                         Fixed Rate Note; or



 


		(b)	a
                                         Floating Rate Note,



 


as
specified in the Pricing Supplement.


 


		2.3	Currency
                                         and denomination



 


The
Subordinated Notes are issued in Australian dollars in a single denomination of A$1,000.


 


		2.4	Issue
                                         restrictions and tenor



 


The
Subordinated Notes may only be offered (directly or indirectly) for issue, or applications invited for the issue of Subordinated
Notes, if:


 


		(a)	where
                                         the offer or invitation is made in, or into Australia:



 


		(i)	the
                                         aggregate consideration payable by each offeree is at least A$500,000 (or its equivalent
                                         in an alternative currency and, in each case, disregarding moneys lent by the offeror
                                         or its associates to the offeree or its associates) or if the offer or invitation (including
                                         any resulting issue) otherwise does not require disclosure to investors under Part 6D.2
                                         or Chapter 7 of the Corporations Act;



 


		(ii)	the
                                         offer or invitation (including any resulting issue) does not constitute an offer to a
                                         “retail client” as defined for the purposes of section 761G of the Corporations
                                         Act; and



 


		(iii)	such
                                         action does not require any document to be lodged with ASIC; and



 


		(b)	at
                                         all times, the offer or invitation (including any resulting issue) complies with all
                                         other applicable laws and directives in the jurisdiction in which the offer, invitation
                                         or issue takes place.



 


		2.5	Clearing
                                         systems



 


Subordinated
Notes may, but need not, be held in the Austraclear System, in which case the rights of a person holding an interest in the Subordinated
Notes lodged in the Austraclear System are subject to the rules and regulations of the Austraclear System. Neither the Issuer
nor any Guarantor is responsible for anything the Austraclear System does or omits to do.


 






    	54



    	 



    

 





 


		3	Form



 


		3.1	Constitution
                                         under the Note Trust Deed



 


		(a)	The
                                         Subordinated Notes are debt obligations of the Issuer constituted by, and owing under,
                                         the Note Trust Deed.



 


		(b)	Noteholders
                                         are entitled to the benefit of, are bound by, and are deemed to have notice of all the
                                         provisions of the Note Trust Deed.



 


		3.2	Form



 


The
Subordinated Notes are issued in registered form by entry in the Register.


 


		3.3	No
                                         certificates



 


No
certificates will be issued to Noteholders unless the Issuer determines that certificates should be available or if certificates
are required by any applicable law or directive.


 


		3.4	Effect
                                         of entries in Register



 


Each
entry in the Register in respect of a Subordinated Note constitutes:


 


		(a)	an
                                         unconditional and irrevocable undertaking by the Issuer to the Trustee and the Noteholder
                                         to:



 


		(i)	pay
                                         principal, any interest and any other amount in accordance with these Conditions and
                                         the Note Trust Deed; and



 


		(ii)	comply
                                         with all other Conditions of the Subordinated Note and the Note Trust Deed; and



 


		(b)	an
                                         entitlement to the other benefits given to the Noteholder in respect of the Subordinated
                                         Note under these Conditions and the Note Trust Deed.



 


		3.5	Register
                                         conclusive as to ownership



 


Entries
in the Register in relation to a Subordinated Note constitute conclusive evidence that the person so entered is the absolute owner
of the Subordinated Note subject to correction for fraud or error.


 


		3.6	Non-recognition
                                         of interests



 


Except
as ordered by a court of competent jurisdiction or required by law or directive, the Issuer, the Trustee and the Registrar must
treat the person whose name is entered in the Register as the Noteholder of a Subordinated Note as the absolute owner of that
Subordinated Note. This Condition applies whether or not a Subordinated Note is overdue and despite any notice of ownership, trust
or interest in the Subordinated Note.


 


		3.7	Joint
                                         Noteholders



 


Where
two or more persons are entered in the Register as the joint holder of a Subordinated Note then they are taken to hold the Subordinated
Note as joint tenants with rights of survivorship, but the Registrar is not bound to register more than four persons as joint
holders of a Subordinated Note.


 






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		4	Status
                                         and Subordinated Guarantee



 


		4.1	Status
                                         of Subordinated Notes



 


The
Subordinated Notes are direct and (subject to Condition 5.1 (“Negative pledge”)) unsecured obligations of the
Issuer and will be subordinated to, and rank junior in right of payment to, the obligations of the Issuer to the Senior Financier
as set out in the Deed of Subordination. All such obligations to the Senior Financier must be paid in full before any payment
shall be paid on account of any sums payable in respect of the Subordinated Notes other than a Permitted Payment.


 


		4.2	Subordination
                                         and limited right of acceleration



 


All
payments of, and the rights and claims of a Noteholder in respect of the amounts owing under the Subordinated Notes, are subordinated
and postponed on the terms set out in the Deed of Subordination.


 


		4.3	Ranking
                                         of Subordinated Notes



 


The
Subordinated Notes rank equally among themselves and at least equally with all other present and future direct, subordinated
and unsecured obligations of the Issuer, except for liabilities mandatorily preferred by law.


 


		4.4	Subordinated
                                         Guarantee



 


The
Subordinated Notes are issued with the benefit of the Subordinated Guarantee. Pursuant to the Subordinated Guarantee, each Guarantor
unconditionally and irrevocably guarantees on a joint and several and subordinated basis to the Noteholders, among other things,
the due and punctual performance by the Issuer of its obligations under the Subordinated Notes. The obligations of a Guarantor
under the Subordinated Guarantee are direct and (subject to Condition 5.1 (“Negative pledge”)) unsecured obligations
of that Guarantor and will be subordinated to, and rank junior in right of payment to, the obligations of that Guarantor to the
Senior Financier as set out in the Deed of Subordination. The Subordinated Guarantee ranks at least equally with all other direct,
subordinated and unsecured obligations of that Guarantor, except for liabilities mandatorily preferred by law.


 


		4.5	Non-payments
                                         under the Deed of Subordination



 


If
a payment which is otherwise due and payable on a Subordinated Note on any Interest Payment Date, the Maturity Date or an Optional
Redemption Date is not paid on that date as a result of the provisions of the Deed of Subordination, then interest continues to
accrue on any principal payment that is due and payable but unpaid at a rate equal to the last applicable Interest Rate. No interest
will accrue on any interest payment that is due and payable but unpaid. In all cases, any unpaid interest or principal remains
a debt owing by the Issuer and is due and payable on the first date on which such amounts may be paid in compliance with these
Conditions and the Deed of Subordination.


 


		5	Negative
                                         pledge and financial and other covenants



 


		5.1	Negative
                                         pledge



 


		(a)	Subject
                                         to paragraph (b) below, the Issuer will not (and each of the Issuer and the Parent Guarantor
                                         will ensure that any member of the Group will not) create or permit to subsist any Security
                                         Interest upon the whole or any part of its (or any member of the Group’s) present
                                         or future assets or revenues other than a Permitted Security Interest.



 






    	56



    	 



    

 


 


 


		(b)	The
                                         Issuer or a Guarantor may create or permit to subsist a Security Interest (which is not
                                         a Permitted Security Interest) or a Security Interest may also be created or permitted
                                         to exist if at the same time, either the same Security Interest as is granted by the
                                         Issuer or a Guarantor or such other security is also granted in favour of the Noteholders
                                         in a manner that is satisfactory to the Trustee securing the Issuer’s or Guarantor’s
                                         obligations to the Noteholders, equally and rateably in all respects so as to rank pari
                                         passu with the applicable Security Interest.



 


		5.2	Financial
                                         covenants



 


		(a)	The
                                         Issuer will not incur or permit to subsist any new Financial Indebtedness after the Issue
                                         Date, unless, after giving pro-forma effect to the incurrence of such Financial Indebtedness
                                         and the application of the proceeds thereof, the Relevant Asset Amount at that time is
                                         more than the aggregate of all Financial Indebtedness of the Issuer at that time plus
                                         the greater of the following:



 


		(i)	A$3,000,000
                                         plus the Aggregate Deductible as defined in the Insurance Policy;



 


		(ii)	the
                                         Total Indebtedness Limitation Percentage multiplied by the aggregate amount of all Eligible
                                         Receivables; and



 


		(iii)	the
                                         Required Reserve.



 


In
this Condition 5.2(a), the Issuer will calculate the amount, percentage or ratio (as the case may be) to be included in a Determination
Date Statement:


 


		(i)	“Adjusted
                                         Dilution Ratio” means, on any date, the ratio (expressed as a decimal) calculated
                                         as of the most recent Determination Date by dividing the sum of the Dilution Ratios at
                                         each of the 12 consecutive Determination Dates ending with such Determination Date by
                                         12;



 


		(ii)	“Charge-Off
                                         Receivable” means a Receivable which the Issuer has taken all reasonable steps
                                         to collect and enforce, and has concluded in accordance with its usual practice is not
                                         reasonably recoverable, and has been written off in accordance with the credit and collections
                                         policy;



 


		(iii)	“Collection
                                         Period” means, in respect of a Determination Date, the calendar month (or part
                                         thereof) ending on (and including) the Determination Date;



 


		(iv)	“Credit
                                         Reserve” means, at any date, the amount calculated as follows:



 


CR
= CRP x PB


 


where:


 


“CR”
the Credit Reserve at that date; and


 


“CRP”means
the Credit Reserve Percentage at that date;


 


		(v)	“Credit
                                         Reserve Percentage” means, on any date, the percentage rate calculated as the
                                         Loss Ratio as at that date multiplied by the Loss Horizon Ratio as at that date multiplied
                                         by the Rating Multiple at that date;



 


		(vi)	“Default
                                         Ratio” means, as at the last day of any calendar month, a percentage
                                         calculated as follows:



 


	 	DR  =	COR	 
	 	CR	 


 


where:


 


“DR”
means the Default Ratio at that date;


 






    	57



    	 



    

 


 


 


“COR”
means the Outstanding Balance of all Receivables which have become Charge-Off Receivables during that month; and


 


“CR”
means the Outstanding Balance of all Receivables originated within the six-month period immediately preceding that month;


 


		(vii)	“Determination
                                         Date” means the last day of each calendar month;



 


		(viii)	“Determination
                                         Date Statement” means the statement prepared by the Issuer with respect to
                                         each Determination Date substantially in the form set out in the Information Memorandum
                                         entitled “Determination Date Statement” and provided to the Trustee on the
                                         15th day of the month following a Determination Date (if that date is a non-Business
                                         Day, it will be provided on the next Business Day);



 


		(ix)	“Dilution”
                                         means the amount of any reduction in the Original Balance of a Receivable other than
                                         due to payment by an Obligor in relation to that Receivable in accordance with the terms
                                         of the related Contract or upon the Receivable becoming a Charge-Off Receivable;



 


		(x)	“Dilution
                                         Horizon” means a period of 30 days;



 


		(xi)	“Dilution
                                         Horizon Ratio” means, on any date, the ratio (expressed as a decimal) calculated
                                         as of the most recent Determination Date by dividing the aggregate sales (in Australian
                                         dollars) during the Dilution Horizon ending on such Determination Date by the aggregate
                                         Outstanding Balance of all Receivables less the Outstanding Balance of all Overdue Receivables
                                         of the previous Collection Period;



 


		(xii)	“Dilution
                                         Ratio” means, on any date, the ratio (expressed as a decimal) calculated as
                                         of the most recent Determination Date by dividing the aggregate of all Dilutions for
                                         the Collection Period immediately preceding such Determination Date (the latest Collection
                                         Period) by the aggregate Dollar amount of sales during the Collection Period immediately
                                         preceding the latest Collection Period;



 


		(xiii)	“Dilution
                                         Reserve” means, on any date, the amount calculated in accordance with the following
                                         formula:



 


DR
= (DRP x PB)


 


where:


 


“DR”
means the Dilution Reserve as at that date; and


 


“DRP”means
the Dilution Reserve Percentage as at that date;


 


		(xiv)	“Dilution
                                         Reserve Percentage” means, on any date, the product of:



 


		(A)	the
                                         sum of:



 


		(aa)	the
                                         Rating Multiple times the Adjusted Dilution Ratio; and



 


		(ab)	the
                                         Dilution Volatility Component; and



 


		(B)	the
                                         Dilution Horizon Ratio;



 


expressed
as a percentage;


 






    	58



    	 



    

 





 


		(xv)	“Dilution
                                         Volatility Component” means, on any date, the amount (expressed as a decimal)
                                         computed as of the most recent Determination Date equal to the product of:



 


		(A)	the
                                         difference between:



 


		(aa)	the
                                         highest three month rolling average Dilution Ratio occurring during the immediately preceding
                                         12 months ending on such Determination Date; and



 


		(ab)	the
                                         Adjusted Dilution Ratio as of such Determination Date, provided that if such difference
                                         is negative it shall be deemed to be zero; and



 


		(B)	a
                                         fraction, the numerator of which is equal to the amount calculated pursuant to clause
                                         (A)(aa) of this definition and the denominator of which is equal to the amount calculated
                                         pursuant to clause (A)(ab) of this definition;



 


		(xvi)	“Discount”
                                         means, on any date, the amount specified as the Discount in the Determination Date Statement.
                                         The Discount shall be an amount determined using the following formula:



 





	 	D = (SR + RR) + PM) x	(2 x DSO)	  x PB
	 	365




 


where:


 


“D”
means the Discount at that date;


 


“SR”
means the servicer rate, which is equal to 1%;


 


“RR”
means the BBSW Rate on the determination date;


 


“PM”means
the Program Margin expressed as a percentage per annum;


 


“DSO”means
the number defined as the DSO, as at that date; and


 


“PB”means
the Purchase Base on the determination date;


 


		(xvii)	“DSO”
                                         means, at any date, day sales outstanding, being that number of days calculated using
                                         the following formula;



 


DSO
= [(Opening AR + Closing AR) / 2] x (30 / Sales)


 


where:


 


	 	“DSO” 	means DSO at that date;
	 	 	 
	 	“Opening AR” 	means the opening balance of the Eligible Receivables of the first day
of the relevant Collection Period;
	 	 	 
	 	“Closing AR”	means the closing balance of the Eligible Receivables of the last day of
the relevant Collection Period used to calculate the Opening AR; and
	 	 	 
	 	“Sales”	means the aggregate sales (in Australian dollars) in the relevant Collection
Period;




 






    	59



    	 



    

 





 


		(xviii)	“Loss
                                         Horizon Ratio” means, as at the last day of any calendar month, a percentage
                                         calculated as follows:



 


	 	LHR
    =	SMS	 
	 	PB	 


 


where:


 


“LHR”
means the Loss Horizon Ratio at that date; and


 


“SMS”means
the aggregate of Sales for that month and the previous five months;


 


		(xix)	“Loss
                                         Ratio” means, at any date, the highest 3 month rolling average Default Ratio
                                         for any month during the 12 full calendar months preceding that date (and, where that
                                         date is the last day of the month, including that month), expressed as a percentage;



 


		(xx)	“Outstanding
                                         Balance” means, at any time, in relation to any Eligible Receivable or any
                                         Receivable, the amount then owing and unpaid (whether or not then due and payable) under
                                         that Eligible Receivable or that Receivable;



 


		(xxi)	“Overdue
                                         Receivable” means a Receivable (other than any Charge-Off Receivable) in relation
                                         to which any scheduled minimum monthly payment is past due by more than 30 days;



 


		(xxii)	“Program
                                         Margin” means the percentage per annum calculated in each Determination
                                         Date Statement representing the average interest cost of the Issuer;



 


		(xxiii)	“Purchase
                                         Base” at any time means the sum of the Outstanding Balance of all Eligible
                                         Receivables on the determination date;



 


		(xxiv)	“Rating
                                         Multiple” means 2.25;



 


		(xxv)	“Receivable”
                                         means any right, title, benefit and interest (present or future) in, to, under or derived
                                         from a Contract, including the purchase price payable under that Contract and any amount
                                         paid or payable to the Issuer pursuant to the Insurance Policy in respect of that Contract;



 


		(xxvi)	“Relevant
                                         Asset Amount” at any time means the aggregate amount of all Eligible Receivables
                                         purchased plus:



 


		(A)	Cash;
                                         and



 


		(B)	50
                                         per cent. of the value of Total Tangible Assets (other than any Eligible Receivable)
                                         of the Issuer, subject to the amount calculated in this paragraph (B) not being more
                                         than A$2,500,000;



 


		(xxvii)	“Required
                                         Reserve” means the amount equal to the aggregate of:



 


		(A)	the
                                         Discount;



 


		(B)	the
                                         Credit Reserve; and



 






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		(C)	the
                                         Dilution Reserve,



 


calculated
with reference to the most recent Determination Date Statement; and


 


		(xxviii)	“Total
                                         Indebtedness Limitation Percentage” is the sum of:



 


		(A)	5.00
                                         per cent. multiplied by the proportion of purchased Eligible Receivables with a term
                                         of less than 122 days; and



 


		(B)	10.00
                                         per cent. multiplied by the proportion of purchased Eligible Receivables with a term
                                         of greater than 122 days.



 


		(b)	The
                                         Issuer will not (and each of the Issuer and the Parent Guarantor will ensure that any
                                         member of the Group will not) make a Distribution, or reduce, return, purchase, repay,
                                         cancel or redeem any of its share capital or buy back any of its shares (“Capital
                                         Reduction”) under Chapter 2J of the Corporations Act (or an equivalent provision
                                         under any legislation in another jurisdiction applicable to that to that member of the
                                         Group) except:



 


		(i)	where
                                         the recipient of the proceeds of such Capital Reduction is the Issuer or a member of
                                         the Group; or



 


		(ii)	where
                                         the source of the funds to effect such Distribution or Capital Reduction has not been
                                         raised by way of Financial Indebtedness which was secured by a Security Interest (or
                                         in a transaction or series of transactions having substantially the same effect).



 


In
the case of any Distribution, the amount of the Distribution:


 


		(A)	has
                                         been fully underwritten by the amount received from a dividend reinvestment arrangement
                                         of a member of the Group; or



 


		(B)	is
                                         only paid out of NPAT of the Group, up to a maximum aggregate amount equal to 50 per
                                         cent. of NPAT for that Financial Year,



 


provided
that, in any case, such Distribution is no greater than an amount lawfully permitted under applicable law.


 


For
the purposes of this paragraph (b), a Distribution in the form of a dividend shall relate to the financial year in which such
dividend is declared, regardless of the financial year in which such dividend is paid.


 


So
long as an Event of Default is subsisting, the Issuer will not declare, make or pay any Distribution or pay any interest or other
amounts in respect of any debt security issued which ranks behind the Subordinated Notes in priority for payment of principal
or interest.


 


		(c)	The
                                         Issuer will ensure that it will not (and each of the Issuer and the Parent Guarantor
                                         will ensure that any member of the Group will not) (whether in a single transaction or
                                         a series of related transactions) sell, assign, transfer, lease, or otherwise dispose
                                         of, or create, grant or allow to exist an interest in all or a material part of its assets
                                         or the assets of a member of the Group, other than:



 


		(i)	as
                                         permitted under Condition 5.1 (“Negative pledge”);



 


		(ii)	disposals,
                                         partings with possession and interests created (including sub-leases):



 


		(A)	in
                                         the ordinary course of business at arm’s length and on arm’s length commercial
                                         terms;



 






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		(B)	where
                                         the assets, in the reasonable opinion of the Issuer, are waste, obsolete and are not
                                         required for the efficient operation of its business;



 


		(C)	in
                                         exchange for other assets comparable or superior as to type, value and quality;



 


		(D)	from
                                         one member of the Group to another member of the Group; or



 


		(E)	not
                                         otherwise permitted by sub-paragraphs (A) to (D) above, provided that the aggregate consideration
                                         of all such assets disposed of by members of the Group in the then current financial
                                         year is no more than A$2,000,000; or



 


		(iii)	where
                                         an amount equal to the net proceeds of the disposal is used within 180 days after such
                                         disposal to:



 


		(A)	purchase,
                                         acquire, develop, redevelop or construct productive assets for use by the Issuer or a
                                         member of the Group in its business(es); or



 


		(B)	prepay
                                         or repay any secured or unsecured Financial Indebtedness incurred by the Issuer or incurred
                                         by a member of the Group.



 


		(d)	The
                                         Issuer undertakes (and the Parent Guarantor will ensure that the Issuer will undertake):



 


		(i)	that,
                                         at all times, the aggregate of the Total Tangible Assets of the Issuer and the Guarantors
                                         is at least 90 per cent. of the Total Tangible Assets of the Group, based on the then
                                         latest Financial Statements; or



 


		(ii)	to
                                         cause such of its Subsidiaries to accede as a Guarantor pursuant to the Note Trust Deed
                                         to ensure that, at all times, the aggregate of the Total Tangible Assets of the Issuer
                                         and the Guarantors is at least 90 per cent. of the Total Tangible Assets of the Group,
                                         based on the then latest Financial Statements,



 


provided
that the Parent Guarantor is a Guarantor at all times, and subject to, in the case of a Subsidiary which has become a member of
the Group, the completion of any financial assistance whitewash procedures required under Part 2J.3 of the Corporations Act (or
equivalent laws in any other applicable jurisdictions) within 45 days of the shareholders general meeting of the Parent Guarantor
held after the relevant Subsidiary (which is required to become a Guarantor) becomes a member of the Group.


 


		(e)	The
                                         Issuer undertakes (and each of the Issuer and the Parent Guarantor will ensure that each
                                         member of the Group will undertake) that, at all times, the ratio (expressed as a percentage)
                                         of the Tangible Net Worth (treating all redeemable preference shares and convertibles
                                         notes as equity) of the Group to the Total Tangible Assets of the Group is greater than
                                         4.00 per cent.



 


		5.3	Other
                                         covenants



 


		(a)	The
                                         Issuer will (and each of the Issuer and the Parent Guarantor will ensure that each member
                                         of the Group will) do everything necessary to maintain its corporate existence.



 






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		(b)	The
                                         Issuer will comply (and each of the Issuer and the Parent Guarantor will ensure that
                                         each member of the Group complies) with all applicable laws binding on it where a failure
                                         to comply would have a material adverse effect on the ability of the Issuer or a Guarantor
                                         (as the case may be) to comply with its obligations under the Subordinated Notes or the
                                         Subordinated Guarantee.



 


		(c)	The
                                         Issuer will ensure that its business and assets are covered by an insurance policy issued
                                         by an insurance company rated at least A- by Standard and Poor’s Ratings Group,
                                         with protection against any losses greater than A$500,000 which may arise in each calendar
                                         year and will ensure that the Issuer and the Trustee (on behalf the Noteholders) are
                                         named as beneficiaries on the applicable insurance policy.



 


		(d)	The
                                         Issuer will provide the following to the Trustee not later than 45 days after each applicable
                                         Test Date a certificate signed by either two directors or a director and the chief executive
                                         officer or a director and the chief financial officer or a director and the company secretary
                                         of the Issuer which certifies whether, in the opinion of the directors, the chief executive
                                         officer, the chief financial officer and/or the company secretary of the Issuer (as appropriate)
                                         and after having made all reasonable enquiries, the Group has complied with each of the
                                         covenants set out in Conditions 5.1 (“Negative pledge”), 5.2 (“Financial
                                         covenants”), 5.3(a) and 5.3(b) (“Other covenants”) above immediately
                                         following the relevant granting of a Security Interest, the incurring of new Financial
                                         Indebtedness, the making of a Distribution or Capital Reduction, the disposal of assets
                                         or material acquisition of a business on that Test Date (as the case may be). In the
                                         event the Group is not in compliance with any such covenant, such certificate will give
                                         reasonable detail of such non-compliance (including any relevant figures and calculations)
                                         and the steps being taken to remedy the same.



 


		(e)	At
                                         the request of the Trustee (acting either on its own discretion or upon receipt of a
                                         written request of a Noteholder) the Issuer will provide (at its own cost), any document
                                         or other information that the Trustee may reasonably request that is necessary or desirable
                                         to allow the Trustee or a Noteholder to determine whether or not the Issuer is in compliance
                                         with each of the covenants set out in Conditions 5.2 (“Financial covenants”),
                                         5.3(a), 5.3(b) and 5.3(c) (“Other covenants”) above.



 


		6	Title
                                         and transfer of Subordinated Notes



 


		6.1	Title



 


Title
to Subordinated Notes passes when details of the transfer are entered in the Register.


 


		6.2	Transfer



 


Subordinated
Notes may only be transferred in accordance with these Conditions and the Note Trust Deed.


 


		6.3	Transfers
                                         in whole



 


Subordinated
Notes may only be transferred in whole and not in part.


 


		6.4	Estates



 


A
person becoming entitled to a Subordinated Note as a consequence of the death or bankruptcy of a Noteholder or of a vesting order
or a person administering the estate of a Noteholder may, upon producing such evidence as to that entitlement or status as the
Registrar considers sufficient, transfer the Subordinated Note or, if so entitled, become registered as the holder of the Subordinated
Note.


 






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		6.5	Unincorporated
                                         associations



 


A
transfer of a Subordinated Note to an unincorporated association is not permitted.


 


		6.6	Transfer
                                         of unidentified Subordinated Notes



 


Where
the transferor executes a transfer of less than all Subordinated Notes registered in its name, and the specific Subordinated Notes
to be transferred are not identified, the Registrar may register the transfer in respect of such of the Subordinated Notes registered
in the name of the transferor as the Registrar thinks fit, provided the aggregate principal amount of all the Subordinated Notes
registered as having been transferred equals the aggregate principal amount of all the Subordinated Notes expressed to be transferred
in the transfer.


 


		6.7	Compliance
                                         with law



 


Subordinated
Notes may only be transferred if the offer or invitation for the sale or purchase of the Subordinated Notes is received by a person:


 


		(a)	in
                                         Australia, only if the minimum aggregate consideration payable at the time of the transfer
                                         is at least A$500,000 (or its equivalent in an alternative currency and, in each case,
                                         disregarding moneys lent by the transferor or its associates to the transferee) or the
                                         Subordinated Notes are transferred in circumstances that do not otherwise require disclosure
                                         to investors under Part 6D.2 or Chapter 7 of the Corporations Act and the transfer complies
                                         with all applicable laws and directives; and



 


		(b)	if,
                                         in a jurisdiction outside Australia, the transfer complies with all other applicable
                                         laws and directives in the jurisdiction in which the transfer takes place.



 


		6.8	Restrictions
                                         on transfer



 


		(a)	Transfers
                                         of Subordinated Notes which are not lodged in the Austraclear System cannot be made between
                                         a Record Date and the relevant following Payment Date if a redemption of such Subordinated
                                         Note is to occur during, or at the end of, that period in accordance with these Conditions.



 


		(b)	Transfers
                                         of Subordinated Notes will not be registered later than the close of business in the
                                         place where the Register is maintained on the eighth day prior to the Maturity Date of
                                         the Subordinated Notes.



 


		7	Fixed
                                         Rate Notes



 


This
Condition 7 applies to the Subordinated Notes only if the Pricing Supplement states that it applies.


 


		7.1	Interest
                                         on Fixed Rate Notes



 


Each
Fixed Rate Note bears interest on its outstanding principal amount from (and including) its Interest Commencement Date to (but
excluding) its Maturity Date or, if redeemed earlier, the Optional Redemption Date, at the Interest Rate. Interest is payable
in arrear on each Interest Payment Date or such other date on which a Subordinated Note is redeemed.


 


		7.2	Fixed
                                         Coupon Amount



 


The
amount of interest payable on each Subordinated Note on each scheduled Interest Payment Date in respect of the preceding Interest
Period is the Fixed Coupon Amount unless interest is due on a date that is otherwise than a scheduled Interest Payment Date, in
which case Condition 7.3 (“Calculation of interest payable”) shall apply to calculate the amount of interest payable
for that period.


 






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		7.3	Calculation
                                         of interest payable



 


The
amount of interest payable in respect of a Fixed Rate Note for any period which does not end on a scheduled Interest Payment Date
shall be calculated by the Calculation Agent by multiplying the Interest Rate, the outstanding principal amount of the Fixed Rate
Note and the applicable Day Count Fraction.


 


		8	Floating
                                         Rate Notes



 


This
Condition 8 applies to the Subordinated Notes only if the Pricing Supplement states that it applies.


 


		8.1	Interest
                                         on Floating Rate Notes



 


Each
Floating Rate Note bears interest on its outstanding principal amount from (and including) its Interest Commencement Date to (but
excluding) its Maturity Date at the Interest Rate.


 


Interest
is payable in arrear on each Interest Payment Date.


 


		8.2	Interest
                                         Rate determination



 


The
Interest Rate payable in respect of a Floating Rate Note must be determined by the Calculation Agent in accordance with these
Conditions.


 


		8.3	Fallback
                                         Interest Rate



 


Unless
otherwise specified in the Pricing Supplement, if, in respect of an Interest Period, the Calculation Agent is unable to determine
a rate in accordance with Condition 8.2 (“Interest Rate determination”), the Interest Rate for the Interest Period
is the Interest Rate applicable to the Floating Rate Notes during the immediately preceding Interest Period.


 


		8.4	BBSW
                                         Rate Determination



 


The
Interest Rate applicable to the Floating Rate Notes for each Interest Period is the sum of the Margin and the BBSW Rate.


 


		8.5	Interpolation



 


		(a)	If
                                         the Pricing Supplement states that “Linear Interpolation” applies to an Interest
                                         Period, the Interest Rate for that Interest Period is determined through the use of straight
                                         line interpolation by reference to two BBSW Rates or other floating rates specified in
                                         the Pricing Supplement.



 


		(b)	The
                                         first rate must be determined as if the Interest Period were the period of time for which
                                         rates are available next shorter than the length of the Interest Period (or any alternative
                                         Interest Period specified in the Pricing Supplement).



 


		(c)	The
                                         second rate must be determined as if the Interest Period were the period of time for
                                         which rates are available next longer than the length of the Interest Period (or any
                                         alternative Interest Period specified in the Pricing Supplement).



 


		9	General
                                         provisions applicable to interest



 


		9.1	Calculation
                                         of Interest Rate and interest payable



 


		(a)	The
                                         Calculation Agent must, in relation to each Interest Period for each Floating Rate Note:



 


		(i)	calculate
                                         the Interest Rate in accordance with these Conditions and the Pricing Supplement; and



 






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		(ii)	as
                                         soon as practicable after determining the Interest Rate, calculate the amount of interest
                                         payable for the Interest Period in respect of the outstanding principal amount of that
                                         Subordinated Note.



 


		(b)	Unless
                                         otherwise specified in the Pricing Supplement, the amount of interest payable is calculated
                                         by multiplying the product of the Interest Rate for the Interest Period and the outstanding
                                         principal amount of the Subordinated Note by the applicable Day Count Fraction.



 


		(c)	The
                                         rate determined by the Calculation Agent must be expressed as a percentage rate per annum.



 


		9.2	Calculation
                                         of other amounts



 


If
the Pricing Supplement specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent must,
as soon as practicable after the time at which that amount is to be determined, calculate the amount in the manner specified in
the Pricing Supplement.


 


		9.3	Notification
                                         of Interest Rate, interest payable and other items



 


		(a)	The
                                         Calculation Agent must notify the Issuer, the Registrar,
                                         the Noteholders, the Trustee and each other Agent of each Interest Rate, the amount
                                         of interest payable and each other amount, item or date calculated or determined by it
                                         together with the Interest Payment Date.



 


		(b)	The
                                         Calculation Agent must give notice under this Condition as soon as practicable after
                                         making its determination.



 


		(c)	The
                                         Calculation Agent may amend its determination of any amount, item or date (or make appropriate
                                         alternative arrangements by way of adjustment) as a result of the extension or reduction
                                         of the Interest Period or calculation period without prior notice but must promptly notify
                                         the Issuer, the Registrar, the Noteholders,
                                         the Trustee and each other Agent of any such amendment.



 


		9.4	Determination
                                         final



 


The
determination by the Calculation Agent of all amounts, rates and dates falling to be determined by it under these Conditions is,
in the absence of fraud or manifest error, final and binding on the Issuer, the Guarantors, the Registrar, each Noteholder, the
Trustee and each other Agent.


 


		9.5	Rounding



 


For
the purposes of any calculations required under these Conditions (unless otherwise specified in these Conditions or the Pricing
Supplement):


 


		(a)	all
                                         percentages resulting from the calculations must be rounded to the nearest one hundred-thousandth
                                         of a percentage point (with 0.000005 per cent. being rounded up to 0.00001 per cent.);



 


		(b)	all
                                         figures must be rounded to five decimal places (with halves being rounded up); and



 


		(c)	all
                                         amounts that are due and payable must be rounded (with halves being rounded up) to one
                                         cent.



 






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		10	Redemption



 


		10.1	Redemption
                                         on maturity



 


The
Issuer agrees to redeem each Subordinated Note on its Maturity Date at its outstanding principal amount unless:


 


		(a)	the
                                         Subordinated Note has been previously redeemed; or



 


		(b)	the
                                         Subordinated Note has been purchased and cancelled.



 


		10.2	Early
                                         redemption at the option of Noteholders (Noteholder put)



 


Upon
the occurrence of a Change of Control, each Noteholder will have the right to require the Issuer to redeem all or any part of
such Subordinated Notes at a redemption price equal to 101 per cent. of the outstanding principal amount of each Subordinated
Note being redeemed (together with any accrued interest, if any, to the date of redemption) (the “Change of Control Redemption
Price”). Within 30 days after a Change of Control, the Issuer shall deliver a notice to the Registrar and the Trustee
requesting that the Trustee promptly notifies Noteholders stating that:


 


		(a)	a
                                         Change of Control has occurred and that such Noteholder has the right to require the
                                         Issuer to redeem such Subordinated Notes at the Change of Control Redemption Price;



 


		(b)	the
                                         redemption date (which shall be no earlier than 30 days nor later than 50 days from the
                                         date of such notice is delivered); and



 


		(c)	the
                                         procedures determined by the Issuer, consistent with terms and conditions of the Subordinated
                                         Notes, that a Noteholder must follow in order to have its Subordinated Notes redeemed.



 


In
this Condition, “Change of Control” means, on any date, an event where a party which held 50 per cent. or less
of the issued shares of the Parent Guarantor as at the Issue Date are issued subsequently holds more than 50 per cent. of the
issued shares of the Parent Guarantor on that date.


 


		10.3	Early
                                         redemption at the option of the Issuer (Issuer call)



 


The
Issuer may redeem all or some of the Subordinated Notes before their Maturity Date as follows:


 


		(a)	on
                                         a First Optional Redemption Date by payment of 104 per cent. of the outstanding principal
                                         amount of each Subordinated Note being redeemed;



 


		(b)	on
                                         a Second Optional Redemption Date by payment of 102 per cent. of the outstanding principal
                                         amount of each Subordinated Note being redeemed; and



 


		(c)	on
                                         each Interest Payment Date commencing on (and including) the Third Optional Redemption
                                         Date to (but excluding) the Maturity Date by payment of 100 per cent. of the outstanding
                                         principal amount of each Subordinated Note being redeemed,



 


in
each case, together with any accrued interest, if any, to the date of redemption.


 


However, the Issuer may only do so if:


 


		(i)	the
                                         amount of Subordinated Notes to be redeemed is a whole multiple of their Denomination;
                                         and



 






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		(ii)	the
                                         Issuer has given at least 30 days (and not more than 60 days) notice to the Registrar,
                                         the Trustee, the Noteholders and each other Agent.



 


		10.4	Partial
                                         redemptions



 


If
only some of the Subordinated Notes are to be redeemed under Condition 10.3 (“Early redemption at the option of the Issuer
(Issuer call)”), the Subordinated Notes to be redeemed will be specified in the notice and selected:


 


		(a)	in
                                         a fair and reasonable manner; and



 


		(b)	in
                                         compliance with any applicable law, directive or requirement of any stock exchange or
                                         other relevant authority on which the Subordinated Notes are listed.



 


		10.5	Effect
                                         of notice of redemption



 


Any
notice of redemption given under this Condition 10 (“Redemption”) is irrevocable.


 


		10.6	Late
                                         payment



 


If
an amount payable is not paid under this Condition 10 (“Redemption”) when due, then interest continues to accrue on
the unpaid amount (both before and after any demand or judgment) at the default rate specified in the Pricing Supplement (or,
if no default rate is specified, the last applicable Interest Rate) until the date on which payment is made to the Noteholder.


 


		10.7	Purchase



 


The
Issuer and any of its Related Bodies Corporate may at any time purchase Subordinated
Notes in the open market or otherwise and at any price. Subordinated Notes purchased under this Condition 10.7 may be held, resold
or cancelled at the discretion of the purchaser and (if the Subordinated Notes are to be cancelled, the Issuer), subject to compliance
with any applicable law or directive.


 


		11	Payments



 


		11.1	Payments
                                         to Noteholders



 


		(a)	Payments
                                         of principal will be made to each person registered in the Register at 10.00 am
                                         on the applicable Payment Date as the holder of a Subordinated Note.



 





		(b)	Payment
                                         of interest shall be made to each person registered in the Register at close of business
                                         on the applicable Record Date as the holder of a Subordinated Note.



 


		11.2	Payments
                                         to accounts



 


Payments
in respect of a Subordinated Note will be made:


 


		(a)	if
                                         the Subordinated Note is held in the Austraclear System, by crediting on the Payment
                                         Date, the amount due to:



 


		(i)	the
                                         account of Austraclear (as the Noteholder) previously notified to the Issuer and the
                                         Registrar; or



 


		(ii)	if
                                         requested by Austraclear, the accounts of the persons in Australia in whose Security
                                         Record (as defined in the Austraclear Regulations) a Subordinated Note is recorded as
                                         previously notified by Austraclear to the Issuer and the Registrar in accordance with
                                         the Austraclear Regulations; and



 






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		(b)	if
                                         the Subordinated Notes are not held in the Austraclear System, by crediting on the Payment
                                         Date, the amount then due under each Subordinated Note to an account in Australia previously
                                         notified by the Noteholder to the Issuer and the Registrar.



 


		11.3	Payments
                                         by cheque



 


If
a Noteholder has not notified the Registrar of an account to which payments to it must be made by close of business on the Record
Date or it has notified the Registrar that it wishes to be paid by cheque, payments in respect of the Subordinated Note will be
made by cheque sent by prepaid post on the Payment Date, at the risk of the registered Noteholder, to the Noteholder (or if two
or more persons are entered in the Register as joint Noteholders, to the first named joint Noteholder of the Subordinated Note)
at its address appearing in the Register at close of business on the Record Date. Cheques sent to the nominated address of a Noteholder
will be taken to have been received by the Noteholder on the Payment Date and no further amount will be payable by the Issuer
in respect of the Subordinated Notes as a result of the Noteholder not receiving payment on the due date.


 


		11.4	Payments
                                         subject to law and the Deed of Subordination



 


All
payments are subject to:


 


		(a)	applicable
                                         law but without prejudice to the provisions of Condition 12 (“Taxation”);
                                         and



 


		(b)	the
                                         terms of the Deed of Subordination.



 


		11.5	Payments
                                         on Business Days



 


If
a payment:


 


		(a)	is
                                         due on a Subordinated Note on a day which is not a Business Day then the due date for
                                         payment will be adjusted in accordance with the applicable Business Day Convention; or



 


		(b)	is
                                         to be made to an account on a Business Day on which banks are not open for general banking
                                         business in the place in which the account is located, then the due date for payment
                                         will be the first following day on which banks are open for general banking business
                                         in that place,



 


and
in either case, a Noteholder is not entitled to any additional payment in respect of that delay.


 


		11.6	Unsuccessful
                                         attempts to pay



 


Subject
to applicable law, where the Issuer:


 


		(a)	decides
                                         that an amount is to be paid to a Noteholder by a method of direct credit and the Noteholder
                                         has not given a direction as to where amounts are to be paid by that method;



 


		(b)	attempts
                                         to pay an amount to a Noteholder by direct credit, electronic transfer of funds, cheque
                                         or any other means and the transfer is unsuccessful;



 


		(c)	has
                                         made reasonable efforts to locate a Noteholder but is unable to do so; or



 


		(d)	has
                                         issued a cheque which has not been presented within six months of its date, then the
                                         Issuer may cancel such cheque and if the Issuer has so cancelled,



 


then,
in each case and subject to Condition 13 (“Time limit for claims”), the amount is to be held by the Issuer for the
Noteholder in a non-interest bearing deposit with a bank selected by the Issuer until the Noteholder or any legal personal representative
of the Noteholder claims the amount or the amount is paid by the Issuer according to the legislation relating to unclaimed moneys.


 






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		11.7	Payment
                                         to joint Noteholders



 


A
payment to any one of joint Noteholders will discharge the Issuer’s liability in respect of the payment.


 


		12	Taxation



 


		12.1	No
                                         set-off, counterclaim or deductions



 


All
payments in respect of the Subordinated Notes must be made in full without set-off or counterclaim, and without any withholding
or deduction in respect of Taxes, unless such withholding or deduction is required by law.


 


		12.2	Withholding
                                         tax



 


If
a law requires the Issuer (or an Agent) to withhold or deduct an amount in respect of Taxes from a payment in respect of a Subordinated
Note such that the Noteholder would not actually receive on the due date the full amount provided for under the Subordinated Notes,
then:


 


		(a)	the
                                         Issuer (or an Agent) agrees to withhold or deduct the amount for the Taxes; and



 


		(b)	an
                                         additional amount is payable by the Issuer so that, after making the withholding or deduction
                                         and further withholdings or deductions applicable to any additional amounts payable under
                                         this Condition, the Noteholder is entitled to receive (at the time the payment is due)
                                         total amounts equal to what it would have received if no withholdings or deductions had
                                         been required to be made from a payment in respect of a Subordinated Note.



 


		12.3	Gross-up
                                         exceptions



 


No
Additional Amounts are payable under Condition 12.2 (“Withholding tax”) in respect of any Subordinated Note:


 


		(a)	to,
                                         or to a third party on behalf of, a Noteholder, if that person has not supplied an appropriate
                                         Australian tax file number (if applicable), or an Australian Business Number or details
                                         of an applicable exemption from these requirements;



 


		(b)	to,
                                         or to a third party on behalf of, a Noteholder who is liable to such taxes, duties, assessments
                                         or governmental charges in respect of such Subordinated Note by reason of having some
                                         connection with Australia other than the mere holding of the Subordinated Note;



 


		(c)	to,
                                         or to a third party on behalf of, a Noteholder who is liable to the Taxes in respect
                                         of a Subordinated Note by reason of the Noteholder being an Offshore Associate of
                                         the Issuer not acting in the capacity of a clearing house, paying agent, custodian, funds
                                         manager or responsible entity of a registered scheme within the meaning of the Corporations
                                         Act;



 


		(d)	in
                                         respect of any estate, inheritance, gift, sales, transfer, personal property, or any
                                         similar tax, assessment or governmental charge;



 


		(e)	in
                                         circumstances where such a withholding or deduction would not be required if the Noteholder,
                                         or any person acting on the Noteholder’s behalf, had satisfied any statutory requirements
                                         or obtained and/or presented any form or certificate or had made a declaration of non-residence
                                         or similar claim for exemption to any Tax Authority upon the presentation or making of
                                         which the Noteholder would have been able to avoid or partially avoid (as the case may
                                         be) such withholding or deduction;



 






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		(f)	where
                                         such withholding or deduction is required to be made pursuant to a notice or direction
                                         issued by the Commissioner of Taxation under section 255 of the Australian Tax Act
                                         or section 260-5 of Schedule 1 to the Taxation Administration Act 1953 of Australia
                                         or any similar law;



 


		(g)	in
                                         such other circumstances as may be specified in the Pricing Supplement; or



 


		(h)	in
                                         respect of any combination of any or all of paragraphs (a) to (g) above.



 


Notwithstanding
any other provision of these Conditions, if the Issuer, any Agent, or any other person through whom payments on the Subordinated
Notes are made, is required to withhold or deduct amounts under or in connection with, or in order to ensure compliance with FATCA,
the Issuer or that other person shall be permitted to make such withholding or deduction, and Noteholders and beneficial owners
of Subordinated Notes will not be entitled to receive any gross up, Additional Amount or other amount for such withholding or
deduction.


 


		13	Time
                                         limit for claims



 


A
claim against the Issuer for a payment under a Subordinated Note is void unless made within 10 years (in the case of principal)
or 5 years (in the case of interest and other amounts) from the date on which payment first became due.


 


		14	Unwind
                                         Events and Events of Default



 


		14.1	Unwind
                                         Events



 


Each
of the following is an Unwind Event in respect of the Subordinated Notes:


 


		(a)	(non-payment
                                         of principal) the Issuer fails to pay any principal in respect of the Subordinated
                                         Notes when due or, if the failure to pay on time is caused by an administrative or technical
                                         error beyond the control of the Issuer, within 2 Business Days after the due date;



 


		(b)	(non-payment
                                         of interest) the Issuer fails to pay any interest in respect of the Subordinated
                                         Notes of the relevant series when due and the failure to pay continues for a period of
                                         2 Business Days;



 


		(c)	(other
                                         non-compliance) the Issuer or a Guarantor fails to comply with any of its obligations
                                         in connection with a Subordinated Note (other than in relation to the payment of money
                                         referred to in paragraphs (a) and (b) above);



 


		(d)	(RPA
                                         Amortisation Event) a RPA Amortisation Event occurs in relation to the Issuer or
                                         a Guarantor;



 


		(e)	(insolvency)
                                         an Insolvency Event occurs in relation to the Issuer or a Guarantor;



 


		(f)	(no
                                         arrangement with creditors) the Issuer or any Guarantor makes a general assignment
                                         for the benefit of creditors, or any proceeding shall be instituted by or against the
                                         Issuer or a Guarantor (which, in the case of a proceeding instituted against the Issuer
                                         or a Guarantor, is not set aside or withdrawn within 10 days after the date that the
                                         application was made for such proceeding to be instituted) seeking to adjudicate it insolvent,
                                         or seeking liquidation, winding up, reorganisation, arrangement, adjustment, protection,
                                         relief, or composition of it or its debts under any law relating to bankruptcy, insolvency
                                         or reorganisation or relief of debtors, seeking the entry of any order for relief or
                                         the appointment of a receiver, trustee, administrator or other similar official over
                                         the Issuer or Guarantor, its activities or any substantial part of its property;



 






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		(g)	(obligations
                                         unenforceable) any Subordinated Note or the Note Trust Deed (including, for the avoidance
                                         of doubt, the Subordinated Guarantee) is or becomes (or is claimed to be by the Issuer,
                                         a Guarantor or anyone on their behalf) wholly or any part of a material provision of
                                         it void, voidable or unenforceable or any Subordinated Note, the Note Trust Deed or the
                                         Subordinated Guarantee ceases to wholly or in relation to any part of a material provision
                                         of it have full force and effect or the whole or any part of a material provision of
                                         it is declared by any court of competent jurisdiction to be void or unenforceable;



 


		(h)	(no
                                         litigation) a judgement or award in an amount exceeding A$5,000,000 (or its equivalent
                                         in any other currency) is obtained against the Issuer or a Guarantor or any of their
                                         assets and is not set aside or satisfied within 30 days unless the Issuer or the Guarantor
                                         is diligently and in good faith pursuing an appeal;



 


		(i)	(cessation
                                         of business) the Issuer or any Guarantor ceases to carry on business generally and
                                         no other body corporate assumes the business of that person; and



 


		(j)	(enforcement
                                         against assets) any expropriation, attachment, sequestration, distress or execution
                                         affects any asset or assets of the Issuer or a Guarantor.



 


		14.2	Consequences
                                         of an Unwind Event



 


If
an Unwind Event occurs and is subsisting for at least 30 days after notice of such event shall have been given to the Issuer by
the Trustee or any Noteholder, then the Issuer must not purchase any further Eligible Receivables and will ensure that any amount
of payment received in respect of a purchased Eligible Receivable will be used to repay any Financial Indebtedness of the Issuer
then owing.


 


		14.3	Events
                                         of Default



 


Each
of the following is an Event of Default in respect of the Subordinated Notes:


 


		(a)	(Unwind
                                         Event) an Unwind Event:



 


		(i)	has
                                         occurred; and



 


		(ii)	if
                                         the non-compliance is capable of remedy, it is not remedied within 180 days after notice
                                         of such default shall have been given to the Issuer by the Trustee or any Noteholder;
                                         and



 


		(b)	(RPA
                                         Event of Default) a RPA Event of Default occurs in relation the Issuer or a Guarantor.



 


		14.4	Consequences
                                         of an Event of Default



 


The
rights of the Trustee and each Noteholder to take action against the Issuer upon the occurrence of an Event of Default are subject
to the restrictions set out in the Deed of Subordination and the Note Trust Deed.


 


If
an Event of Default occurs and continues unremedied in relation to the Subordinated Notes, then a Noteholder or the Trustee (if
requested in writing by a Noteholder) may, subject to the restrictions set out in the Deed of Subordination, declare by notice
to the Issuer (with a copy to the Registrar and the Trustee (if notice is given by a Noteholder)) that each Subordinated Note
held by it is (or, if the Trustee has given the declaration, all Subordinated Notes are) to be redeemed by the Issuer paying to
the Noteholder the applicable redemption amount for the Subordinated Note (together with any accrued interest) in which case those
amounts become immediately due and payable.


 






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		14.5	Notification



 


If
an Event of Default occurs (or, in the case of Condition 14.1(c) (“Event of Default”), an Event of Default would occur
with the lapse of time if notice were to be given to the Issuer), the Issuer must promptly (and in any event within 5 days) after
becoming aware of it notify the Trustee, the Registrar and the Noteholders of the occurrence of the Event of Default (specifying
details of it).


 


		14.6	Enforcement



 


		(a)	Subject
                                         to the Deed of Subordination and to Condition 20.4 (“Inconsistency”), at
                                         any time after the occurrence of an Event of Default, the Trustee may, either at its
                                         discretion or pursuant to a direction of Noteholders in accordance with paragraph (c)(i)
                                         below and, in either case, without further notice, institute such proceedings and/or
                                         take such other action as it may think fit against or in relation to the Issuer to enforce
                                         the Issuer’s obligations under the Subordinated Notes. The Issuer shall, as a result
                                         of the bringing of any such proceedings, be obliged to pay any sums representing or measured
                                         by reference to principal or interest on the Subordinated Notes sooner than the same
                                         would otherwise have been payable by it.



 


		(b)	Without
                                         prejudice to Condition 14.6(a) but subject to the Deed of Subordination and to Condition
                                         20.4 (“Inconsistency”), if the Issuer breaches any of its obligations under
                                         the Note Trust Deed, the Trustee may, either at its discretion or pursuant to a direction
                                         of Noteholders in accordance with paragraph (c)(i) below and, in either case, without
                                         further notice, bring such proceedings as it may think fit to enforce such obligations.



 


		(c)	The
                                         Trustee must not take any of the actions referred to in paragraphs (a) or (b) above to
                                         enforce the obligations of the Issuer in respect of the Subordinated Notes or take any
                                         other enforcement action pursuant to or in connection with the Note Trust Deed or the
                                         Subordinated Notes unless:



 


		(i)	it
                                         shall have been so requested in writing by Noteholders who hold in aggregate 25 per cent.
                                         or more of the outstanding principal amount of all Subordinated Notes then outstanding;
                                         and



 


		(ii)	it
                                         shall have been indemnified to its satisfaction in accordance with the terms of the Note
                                         Trust Deed.



 


If,
prior to acting on a direction received pursuant to paragraph (a), the Trustee receives further directions to take any action
pursuant to this paragraph (c)(i) that are, in its reasonable opinion, materially inconsistent or conflicting in any material
respect with the initial directions, the Trustee must call a meeting of Noteholders in accordance with the terms of these Conditions,
the Note Trust Deed and the Meeting Provisions in order to resolve the inconsistency or conflict and shall act in accordance with
any resolutions passed at that meeting or in accordance with any direction by Noteholders who hold in aggregate 50 per cent. or
more of the outstanding principal amount of all Subordinated Notes then outstanding.


 


		(d)	No
                                         Noteholder is entitled to proceed directly against the Issuer to enforce any right or
                                         remedy under or in respect of any Subordinated Note, the Note Trust Deed or the Deed
                                         of Subordination unless expressly entitled to do so under these Conditions, the Note
                                         Trust Deed or the Deed of Subordination or the Trustee, having become bound to proceed,
                                         fails to do so within five days from the date that the Trustee is notified by a Noteholder
                                         of the failure, and such failure is continuing.



 






    	73



    	 



    

 





 


		15	Agents



 


		15.1	Role
                                         of Agents



 


In
acting under an Agency Agreement, each Agent acts solely as agent of the Issuer and does not assume any obligations towards or
relationship of agency or trust with any Noteholder.


 


		15.2	Appointment
                                         and replacement of Agents



 


Each
initial Agent for a series of Subordinated Notes is specified in the Pricing Supplement. Subject to Condition 15.4 (“Required
Agents”), the Issuer reserves the right at any time to vary or terminate the appointment of any Agent and to appoint a successor.


 


		15.3	Change
                                         of Agent



 


The
Issuer (or the Agent on its behalf) must notify the Trustee and the Noteholders if there is any change in the identity of any
Agent or any Agent’s Specified Office.


 


		15.4	Required
                                         Agents



 


The
Issuer must at all times maintain a Registrar, an Issuing & Paying Agent and a Calculation Agent.


 


		16	Meetings
                                         of Noteholders



 


The
Meeting Provisions contain provisions for convening meetings of the Noteholders of any series to consider any matter affecting
their interests, including any variation of these Conditions. Any resolution duly passed by the Noteholders pursuant to the Meeting
Provisions shall be binding on all Noteholders (whether or not they were present at the meeting at which such resolution was passed).


 


		17	Variation



 


		17.1	Variation
                                         with consent



 


Unless
Condition 17.2 (“Variation without consent”) applies, any Subordinated Note may be varied by the Noteholders of the
series in accordance with the Meeting Provisions.


 


		17.2	Variation
                                         without consent



 


Any
Condition may be amended by the Issuer with the consent of the Trustee (not to be unreasonably withheld or delayed) but without
the consent of the Noteholders if the amendment:


 


		(a)	is
                                         of a formal, minor or technical nature;



 


		(b)	is
                                         made to correct a manifest error; or



 


		(c)	is
                                         made to cure any ambiguity or correct or supplement any defective or inconsistent provision,



 


provided
that, in all cases, in the reasonable opinion of the Issuer and the Trustee, such amendment is not materially prejudicial to the
interests of the Noteholders.


 


		18	Further
                                         issues of Subordinated Notes



 


The
Issuer may from time to time, without the consent of the Noteholders, issue further Subordinated Notes having the same conditions
as the Subordinated Notes of any series in all respects (or in all respects except for the first payment of interest, if any,
on them) so as to form a single series with the Subordinated Notes of that series.


 






    	74



    	 



    

 





 


		19	Notices



 


		19.1	Notices
                                         to Noteholders



 


All
notices and other communications to Noteholders must be in writing and must be sent by prepaid post (airmail, if appropriate)
to or left at the address of the Noteholder (as shown in the Register at close of on the day which is 3 Business Days before the
date of the notice or communication) and may also be given by an advertisement published in The Australian Financial Review
or The Australian.


 


		19.2	Notices
                                         to the Issuer, the Trustee and the Agents



 


All
notices and other communications to the Issuer, the Trustee or an Agent must be in writing and may sent by prepaid post (airmail,
if appropriate) to or left at the Specified Office of the Issuer, the Trustee or the Agent.


 


		19.3	Receipt
                                         - publication in newspaper



 


If
published in a newspaper, a notice or other communication is taken to be received on the first date that publication has been
made in all the required newspapers.


 


		19.4	Deemed
                                         receipt - postal



 


If
sent by post, notices or other communications are taken to be received three days after posting (or seven days after posting if
sent to or from a place outside Australia).


 


		19.5	Deemed
                                         receipt - general



 


Despite
Condition 19.4 (“Deemed receipt - postal”), if notices or other communications are received after 5.00 pm in the place
of receipt or on a non-Business Day, they are taken to be received at 9.00 am on the next Business Day.


 


		20	Governing
                                         law



 


		20.1	Governing
                                         law



 


These
Conditions are governed by the law in force in New South Wales, Australia.


 


		20.2	Jurisdiction



 


The
Issuer irrevocably and unconditionally submits and each Noteholder is taken to have submitted, to the non-exclusive jurisdiction
of the courts of New South Wales and courts of appeal from them. The Issuer waives any right it has to object to any actions or
proceedings (“Proceedings”) being brought in those courts including, without limitation, by claiming that the
Proceedings have been brought in an inconvenient forum or that those courts do not have jurisdiction.


 


		20.3	Serving
                                         documents



 


Without
preventing any other method of service, any document in any Proceedings (including, without limitation any writ of summons or
other originating process or any third or other party notice) may be served on the Issuer by being delivered or left at the Specified
Office of the Issuer or otherwise at the Issuer’s registered office or principal place of business. 


 






    	75



    	 



    

 





 


		20.4	Inconsistency



 


In
the case of any inconsistency between the Note Trust Deed and the Deed of Subordination, the Deed of Subordination will prevail.
Any part of these Conditions which is inconsistent with a provision of the Deed of Subordination does not operate to the extent
of the inconsistency. Any payment of interest or principal which is permitted to be paid by the Deed of Subordination may be paid
or is prevented from being paid (as applicable) notwithstanding anything to the contrary in these Conditions and such payment
or non-payment will not constitute a default by the Issuer for any purpose.


 






    	76



    	 



    







 





 


Form
of Determination Date Statement





 



 


	To:	[BNY
    Trust Company of Australia Limited (ABN 49 050 294 052) as Trustee]
	 	 
	From:
	Moneytech
    Finance Pty Ltd (ABN 75 112 110 906)
	 	 
	Dated:	15th
    [insert month] [insert year]


 


Dear
Sirs


 


Moneytech
Finance Pty Ltd – A$[●] [[●]% Fixed/Floating] Rate Subordinated Notes due [●]

(“Subordinated Notes”)


 


		1.	We
                                         refer to the Conditions of the Subordinated Notes. This is the Determination Date Statement
                                         as referred to in Condition 5.2(a). Terms used in the Conditions shall have the same
                                         meaning in this Determination Date Statement unless given a different meaning in this
                                         statement.



 


		2.	We
                                         confirm that for the period from, and including, [●] to, but excluding,
                                         [●], we are in compliance with the requirements set out in Condition 5.2(a)
                                         (“Financial covenants”).



 


		3.	We
                                         confirm that:



 


		(a)	Adjusted
                                         Dilution Ratio = [●]



 


		(b)	Dilution
                                         Ratio = [●]



 


		(c)	Collection
                                         Period = [●]



 


		(d)	Dilution
                                         Horizon Ratio = [●]



 


		(e)	Dilution
                                         Ratio = [●]



 


		(f)	Dilution
                                         Volatility Component = [●]



 


		(g)	Discount
                                         = [●]



 


		(h)	Program
                                         Margin = [●]



 


		(i)	Purchase
                                         Base = [●]



 


	Moneytech
    Finance Pty Ltd	 	 
	 	 	 
	 	 	 
	Authorised
    Officer	 	Authorised
    Officer


 



    	77



    	 



    







 








 


Form
of Pricing Supplement








 



 


The
Pricing Supplement to be issued in respect of the Subordinated Notes will be substantially in the form set out below.


 


	Series
    No.:	[●]
	 	 
	Tranche
    No.:	[●]








 





 


Moneytech
Finance Pty Ltd


(ABN
75 112 110 906)


(“Issuer”)


 


Issue
of


A$[●]
[[●]% Fixed/Floating] Rate Subordinated Notes due [●]


(“Subordinated
Notes”) 


 


irrevocably
and unconditionally guaranteed on a joint and several and subordinated basis by 


Moneytech
Limited


(ABN
77 106 249 852)


(“Parent
Guarantor”)


and


Moneytech
Services Pty Ltd


(ABN
81 112 110 933)


(together,
the “Initial Guarantors”)


 


The
date of this Pricing Supplement is [●].


 


This
Pricing Supplement (as referred to in the Information Memorandum dated [●] (“Information Memorandum”))
relates to the Tranche of Subordinated Notes referred to above. It is supplementary to, and should be read in conjunction with
(i) the terms and conditions of the Subordinated Notes (“Conditions”) contained in the Information Memorandum
and (ii) the Note Trust Deed dated [●] and made by the Issuer, the Initial Guarantors and the Trustee. 


 


Unless
otherwise indicated, terms defined in the Conditions have the same meaning when used in this Pricing Supplement.


 


This
Pricing Supplement does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction
in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.
No action is being taken to permit an offering of the Subordinated Notes or the distribution of this Pricing Supplement in any
jurisdiction where such action is required.


 






    	78



    	 



    

 





 


The
particulars to be specified in relation to the Tranche of Subordinated Notes referred to above are as follows:


 


	1	Issuer	:	Moneytech
    Finance Pty Ltd (ABN 75 112 110 906)
	 	 	 	 
	2	Initial
    Guarantors	:	Moneytech
                                         Limited (ABN 77 106 249); and

         

        Moneytech
        Services Pty Ltd (ABN 81 112 110 933).

	 	 	 	 
	3	Type
    of Subordinated Notes	:	[Fixed
    Rate Notes / Floating Rate Notes]
	 	 	 	 
	4	Lead
    Manager and Initial Subscriber	:	FIIG
    Securities Limited (ABN 68 085 661 632)
	 	 	 	 
	5	Registrar	:	BTA
    Institutional Services Australia Limited (ABN 48 002 916 396)
	 	 	 	 
	6	Issuing
    & Paying Agent	:	BTA
    Institutional Services Australia Limited (ABN 48 002 916 396)
	 	 	 	 
	7	Calculation
    Agent	:	BTA
    Institutional Services Australia Limited (ABN 48 002 916 396)
	 	 	 	 
	8	Trustee	:	BNY
    Trust Company of Australia Limited (ABN 49 050 294 052)
	 	 	 	 
	9	Aggregate
    principal amount of Tranche	:	A$[●]
	 	 	 	 
	10	Issue
    Date	:	[●]
	 	 	 	 
	11	Issue
    Price	:	100%
    
	 	 	 	 
	12	Denomination	:	A$1,000
	 	 	 	 
	13	Minimum
    parcel size on initial issue	:	A$50,000
	 	 	 	 
	14	Maturity
    Date	:	[●]
	 	 	 	 
	15	Record
    Date	:	As
    per the Conditions
	 	 	 	 
	16	Condition
    7 (Fixed Rate Notes) applies	:	[Yes/No]

         

        [If
        “No”, delete the following Fixed Rate provisions]

	 	 	 	 
	 	Fixed
    Coupon Amount	:	A$[●]
    per A$1,000 denomination, payable semi-annually in arrear
	 	 	 	 
	 	Interest
    Rate	:	[●]%
    per annum.
	 	 	 	 
	 	Interest
    Commencement Date	:	Issue
    Date
	 	 	 	 
	 	Interest
    Payment Dates	:	[●]
    and [●] of each year, commencing on [●] up to, and including, the Maturity Date or, if redeemed earlier, an Optional
    Redemption Date
	 	 	 	 
	 	Business
    Day Convention	:	[Following
    Business Day Convention]
	 	 	 	 
	 	Day
    Count Fraction	:	[RBA
    Bond Basis]



 






    	79



    	 



    

 





 


	17	Condition
    8 (Floating Rate Notes) applies	:	[Yes/No]

         

        [If
        “No”, delete the following Floating Rate provisions]

	 	 	 	 
	 	Interest
    Commencement Date	:	Issue
    Date
	 	 	 	 
	 	Interest
    Rate	:	The
    aggregate of 90 day BBSW Rate and the Margin specified below, payable quarterly in arrear.
	 	 	 	 
	 	Interest
    Payment Dates	:	[●],
    [●], [●] and [●] of each year, commencing on [●] up to, and including, the Maturity Date or, if redeemed
    earlier, an Optional Redemption Date
	 	 	 	 
	 	Business
    Day Convention	:	[Modified
    Following Business Day Convention]



 


	 	Margin	:	(a)	
        +[4.65] per cent.
per annum for each Interest Period commencing on (and including) the Interest Commencement Date to (but excluding) [Issue Date
+ 5 years];

	 	 	 	 	 
	 	 	 	(b)	
        +[6.25] per cent.
per annum for each Interest Period commencing on (and including) [Issue Date + 5 years] to (but excluding) [Issue Date + 6 years];
and

	 	 	 	 	 
	 	 	 	(c)	+[6.75] per cent. per annum for each Interest Period commencing on (and including) [Issue Date + 6 years] to (but excluding) [Issue Date + 7 years].


  


	 	Day
    Count Fraction	:	[Actual/365
    (Fixed)]
	 	 	 	 
	 	Fallback
    Interest Rate	:	[As
    per Condition 8.3]
	 	 	 	 
	 	Interest
    Rate Determination	:	[BBSW
    Rate Determination]
	 	 	 	 
	 	BBSW
    Rate	:	[As
    per Condition 8.4]
	 	 	 	 
	 	Rounding	:	[As
    per Condition 9.5]
	 	 	 	 
	 	Linear
    Interpolation	:	[Not
    applicable]
	 	 	 	 
	18	Noteholder
    put	:	Yes,
    the Subordinated Notes may be redeemable before their Maturity Date at the option of the Noteholders on a Change of Control
    as set out in Condition 10.2 (“Early redemption at the option of Noteholders (Noteholder put)”)



 


	19	Issuer call	:	
        Yes, the Subordinated Notes
        may be redeemable before their Maturity Date at the option of the Issuer as set out in Condition 10.3 (“Early redemption
        at the option of the Issuer (Issuer call)”) and:

         

	 	 	 	 
				(a)	
        First
Optional Redemption Date means [●];

	 	 	 	 	 
	 	 	 	(b)	Second Optional Redemption Date means [●]; and
	 	 	 	 	 
	 	 	 	(c)	each Interest Payment Date commencing on (and including) the Third Optional Redemption Date to (but excluding) the Maturity Date where “Third Optional Redemption Date” means [●].





 






    	80



    	 



    

 





 


	20	Clearing
    system	:	Austraclear
                                         System.

         

        Interests
        in the Subordinated Notes may also be traded through Euroclear and Clearstream, Luxembourg as set out on page [●]
        of the Information Memorandum.

	 	 	 	 
	21	ISIN	:	[●]
	 	 	 	 
	22	Austraclear
    I.D.	:	[●]
	 	 	 	 
	23	Australian
    interest withholding tax	:	It
    is the Issuer’s intention that the Subordinated Notes will be issued in a manner which will comply with the public offer
    test under section 128F of the Australian Tax Act.
	 	 	 	 
	24	Listing	:	Not
    applicable


 


The
Issuer accepts responsibility for the information contained in this Pricing Supplement.


 


Date:
[●]


 


CONFIRMED


 


For
and on behalf of  


MONEYTECH
FINANCE PTY LTD


 


	By:	 	 	By:	 
	 	 	 	 	 
	Name:	 	 	Name:	 
	 	 	 	 	 
	Title:	 	 	Title:	 





 






    	81



    	 



    

 





 


Selling
Restrictions


 









 


Under
the Subscription Agreement dated 8 April 2015 between the Issuer, the Initial Guarantors and the Lead Manager and Initial Subscriber
(“Subscription Agreement”) and subject to the Conditions contained in the Information Memorandum, the Subordinated
Notes will be offered by the Issuer through the Lead Manager and Initial Subscriber. The Issuer will have the sole right to accept
any offers to purchase Subordinated Notes and may reject any such offer in whole or (subject to the terms of such offer) in part.



 


None
of the Issuer, the Initial Guarantors or the Lead Manager and Initial Subscriber has represented that any Subordinated Notes may
at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or in accordance
with any available exemption, or assumes any responsibility for facilitating that sale.


 


Persons
into whose hands this Information Memorandum comes are required by the Issuer, the Initial Guarantors, the Lead Manager and Initial
Subscriber to comply with all applicable laws, regulations and directives in each country or jurisdiction in which they purchase,
offer, sell, resell, reoffer or deliver Subordinated Notes or have in their possession or distribute or publish the Information
Memorandum or other offering material and to obtain any authorisation, consent, approval or permission required by them for the
purchase, offer, sale, reoffer, resale or delivery by them of any Subordinated Notes under any applicable law, regulation or directive
in force in any jurisdiction to which they are subject or in which they make such purchases, offers, sales, reoffers, resales
or deliveries, in all cases at their own expense, and none of the Issuer, the Initial Guarantors or the Lead Manager and Initial
Subscriber has responsibility for such matters. In accordance with the above, any Subordinated Notes purchased by any person which
it wishes to offer for sale or resale may not be offered in any jurisdiction in circumstances which would result in the Issuer
being obliged to register any further prospectus or corresponding document relating to the Subordinated Notes in such jurisdiction.



 


The
following selling restrictions apply to Subordinated Notes.


 


Australia


 


The
Lead Manager and Initial Subscriber has acknowledged that:


 


		(a)	no
                                         "prospectus" or other "disclosure document" (each as defined in the
                                         Corporations Act) in relation to the Subordinated Notes has been or will be lodged with
                                         ASIC or any other government agency or authority; and



 


		(b)	no
                                         action has been taken, or will be taken, by it in any jurisdiction which would permit
                                         a public offering of the Subordinated Notes, or possession or distribution of the Information
                                         Memorandum or any other offering material in relation to Subordinated Notes, in any jurisdiction
                                         where action for that in connection with the primary distribution of the Subordinated
                                         Notes.



 


The
Lead Manager and Initial Subscriber has represented and agreed that it:


 


		(i)	has
                                         not made or invited, and will not make or invite, an offer of the Subordinated Notes
                                         for issue or sale in Australia (including an offer or invitation which is received by
                                         a person in Australia); and



 


		(ii)	has
                                         not distributed or published, and will not distribute or publish, any Information Memorandum
                                         or other offering material or advertisement relating to any Subordinated Notes in Australia,



 


unless:


 


		(A)	the
                                         offer or invitation falls within the exemption for offers to sophisticated investors
                                         set out in section 708(8) of the Corporations Act or the offer or invitation does not
                                         otherwise require disclosure to investors under Part 6D.2 or Chapter 7 of the Corporations
                                         Act;



 






    	82



    	 



    

 





 


		(B)	such
                                         action does not require any document to be lodged with ASIC or ASX Limited;



 


		(C)	the
                                         offer or invitation is not made to a person who is a “retail client” as defined
                                         for the purposes of section 761G of the Corporations Act; and



 


		(D)	the
                                         offer or invitation and all conduct in connection with it complies with all applicable
                                         laws and directives.



 


In
addition, the Lead Manager and Initial Subscriber has agreed, that, in connection with the primary distribution of the Subordinated
Notes, it will not offer or sell Subordinated Notes to any person if, at the time of such sale, the officers and employees of
the Lead Manager and Initial Subscriber aware of, or involved in, the sale, knew or had reasonable grounds to suspect that, as
a result of such sale, any Subordinated Notes or an interest in any Subordinated Notes were being, or would later be, acquired
(directly or indirectly) by an associate of the Issuer for the purpose of section 128F(9) of the Income Tax Assessment Act 1936
of Australia (“Australian Tax Act”) and associated regulations except as permitted by section 128F(5) of the
Australian Tax Act.


 


Singapore


 


This
Information Memorandum has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under
the Securities and Futures Act, Chapter 289 of Singapore, as amended (“Securities and Futures Act”).


 


The
Lead Manager and Initial Subscriber has represented and agreed that the Information Memorandum and any other document or material
in connection with the offer or sale, or invitation for subscription or purchase, of the Subordinated Notes has not been and will
not be circulated or distributed by it nor have the Subordinated Notes been, nor will the Subordinated Notes be, offered or sold
by it, or be subject to an invitation for subscription or purchase by it, whether directly or indirectly, to persons in Singapore
other than:


 


		(a)	to
                                         an institutional investor under Section 274 of the Securities and Futures Act;



 


		(b)	to
                                         a relevant person pursuant to Section 275(1) of the Securities and Futures Act, or any
                                         person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance
                                         with the conditions specified in Section 275 of the Securities and Futures Act; or



 


		(c)	otherwise
                                         pursuant to, and in accordance with the conditions of, any other applicable provision
                                         of the Securities and Futures Act.



 


Where
the Subordinated Notes are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which
is:


 


		(1)	a
                                         corporation (which is not an accredited investor (as defined in Section 4A of the Securities
                                         and Futures Act)) the sole business of which is to hold investments and the entire share
                                         capital of which is owned by one or more individuals, each of whom is an accredited investor;
                                         or



 


		(2)	a
                                         trust (where the trustee is not an accredited investor) whose sole purpose is to hold
                                         investments and each beneficiary of the trust is an individual who is an accredited investor,



 






    	83



    	 



    

 





 


that
securities (as defined in Section 239(1) of the Securities and Futures Act) of that corporation or the beneficiaries' rights and
interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has
acquired the Subordinated Notes pursuant to an offer made under Section 275 of the Securities and Futures Act except:


 


		(i)	to
                                         an institutional investor (under Section 274 of the Securities and Futures Act) or to
                                         a relevant person (as defined in Section 275(2) of the Securities and Futures Act) and
                                         in accordance with the conditions specified in Section 275 of the Securities and Futures
                                         Act;



 


		(ii)	(in
                                         the case of a corporation) where the transfer arises from an offer referred to in Section
                                         276(3)(i)(B) of the Securities and Futures Act or (in the case of a trust) where the
                                         transfer arises from an offer referred to in Section 276(4)(i)(B) of the Securities and
                                         Futures Act;



 


		(iii)	where
                                         no consideration is, or will be, given for the transfer;



 


		(iv)	where
                                         the transfer is by operation of law;



 


		(v)	as
                                         specified in Section 276(7) of the Securities and Futures Act; or



 


		(vi)	as
                                         specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares
                                         and Debentures) Regulations 2005 of Singapore.



 






    	84



    	 



    

 





 





Australian
Taxation





 





The
following is a summary of the material Australian tax consequences of the purchase, ownership and disposition of the Subordinated
Notes to holders who purchase securities on original issuance at the stated offering price and hold the Subordinated Notes as
capital assets. 


 


This
summary is based on Australian law as in effect on the date of this Information Memorandum, which is subject to change, possibly
with retrospective effect and should be treated with appropriate caution.


 


The
following summary is general in nature and is not, and is not intended to, constitute a complete analysis of all potential tax
consequences relating to the ownership of Subordinated Notes and does not deal with the position of all classes of holders (including,
dealers in securities, custodians or other third parties who hold Subordinated Notes on behalf of any holders, and holders that
are subject to the Taxation of Financial Arrangements (“TOFA”) rules). 


 


None
of the Issuer, the Guarantors, the Lead Manager and Initial Subscriber, the Trustee or any Agents (nor their respective shareholders,
subsidiaries, related bodies corporate, officers, employees, representatives or advisers) accepts any responsibility or makes
any representation as to the tax consequences of investing in the Subordinated Notes.


 


In
particular, an Australian resident in receipt of interest through a permanent establishment outside Australia or a non-Australian
resident (other than a non-Australian resident in receipt of interest through a permanent establishment in Australia) who holds
Subordinated Notes may be subject to restrictions on transfer of Subordinated Notes and other constraints, risks or liabilities.


 


Such
persons into whose possession this Information Memorandum comes are required to inform themselves about, and observe, all such
restrictions. 


 


All
prospective investors should consult their own professional tax advisers concerning the consequences, in their particular circumstances
under Australian tax laws and the laws of any other taxing jurisdiction, of their ownership of, or any dealing in, the Subordinated
Notes.


 


All
prospective holders should also be aware that the particular terms of issue of such Subordinated Notes may affect the tax treatment
of such Subordinated Notes.


 


Australian
Tax on Payments under the Subordinated Notes


 


Nature
of the Subordinated Notes


 


It
is expected that each Subordinated Note issued by the Issuer should constitute a debenture, and a “debt interest”
for Australian tax purposes. Accordingly, the interest payments under each Subordinated Note should be classified as interest
for Australian tax purposes.


 


Resident
holders


 


This
part of the summary applies to holders of Subordinated Notes that are residents of Australia for tax purposes that do not hold
their Subordinated Notes in carrying on a business at or through a permanent establishment outside of Australia, and non-residents
of Australia for tax purposes that acquire their Subordinated Notes in carrying on a business at or through a permanent establishment
in Australia (“Resident Holders”).


 


Under
Australian laws as presently in effect:


 


		(a)	income
                                         tax – Resident Holders will be assessable for Australian income tax purposes
                                         on income either received or accrued to them in respect of the Subordinated Notes. Whether
                                         income will be recognised on a cash receipts or accruals basis will depend upon the tax
                                         status of the particular Resident Holder and the terms and conditions of the Subordinated
                                         Notes;



 






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		(b)	gains
                                         on disposal of Subordinated Notes - Resident Holders will be required
                                         to include any gain or loss on disposal or redemption of the Subordinated Notes in their
                                         taxable income. This may include any maturity or redemption premium;



 


		(c)	interest
                                         withholding tax - payments of interest in respect of the Subordinated Notes to Resident
                                         Holders will not be subject to Australian interest withholding tax; and



 


		(d)	deemed
                                         interest - there are specific rules that can apply to treat a portion of the purchase
                                         price of Subordinated Notes as interest for interest withholding tax purposes when certain
                                         Subordinated Notes originally issued at a discount or with a maturity premium or which
                                         do not pay interest at least annually are sold to a Resident Holder, or where the sale
                                         occurs in connection with a "washing arrangement" as defined in section 128A(1AB)
                                         of the Australian Tax Act. These rules do not apply in circumstances, such as the Subordinated
                                         Notes, where the deemed interest would have been exempt under section 128F of the Australian
                                         Tax Act if the Subordinated Notes had been held to maturity by a non-resident.



 


Non-resident
holders


 


This
part of the summary applies to non-residents of Australia for tax purposes that do not acquire their Subordinated Notes in carrying
on a business at or through a permanent establishment in Australia, and residents of Australia for tax purposes that acquire their
Subordinated Notes in carrying on a business at or through a permanent establishment outside of Australia (“Non-resident
Holders”).


 


Payment
of Interest


 


Under
existing Australian tax law, Non-resident Holders are not subject to Australian income tax on payments of interest or amounts
in the nature of interest where the exemption for interest withholding tax discussed below applies.


 


If
the exemption is not available and another exemption is not available (e.g. under a tax treaty - see below), interest withholding
tax will be levied at a rate of 10% on the gross amount of interest, or amounts in the nature of interest, paid on each Subordinated
Note (in that regard, please refer to our comments below in relation to the payment of additional amounts).


 


Exemption
from Australian Withholding Tax


 


The
Issuer proposes to issue the Subordinated Notes in a manner which will satisfy the requirements of section 128F of the Australian
Tax Act. The Issuer has been advised that assuming the requirements of section 128F of the Australian Tax Act are satisfied with
respect to an issue of Subordinated Notes, payment of principal and interest to a Non-resident Holder will not be subject to Australian
income taxes.


 


Broadly,
pursuant to section 128F of the Australian Tax Act, an exemption from Australian interest withholding tax is available in respect
of interest paid to a Non-resident Holder for tax purposes under any Subordinated Notes, if the following conditions are met:


 


		(a)	the
                                         Issuer is a company and a resident of Australia when it issues the relevant Subordinated
                                         Notes and when interest (as defined in section 128A(1AB)) is paid;



 


		(b)	the
                                         relevant Subordinated Notes are issued in a manner which satisfies the public offer test.
                                         There are five principal methods of satisfying the public offer test. These are:



 


		(i)	offers
                                         of the relevant Subordinated Notes to 10 or more persons, each of whom is carrying on
                                         a business of providing finance, or investing or dealing in securities, in the course
                                         of operating in financial markets and was not known, or suspected by the Issuer, to be
                                         an associate of each other;



 


		(ii)	offers
                                         of the relevant Subordinated Notes to 100 or more potential investors whom it was reasonable
                                         for the Issuer to have regarded as either having acquired debentures or debt interests
                                         in the past, or being likely to be interested in acquiring debentures or debt interests;



 






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		(iii)	offers
                                         of the relevant Subordinated Notes as a result of being accepted for listing on a stock
                                         exchange, where the Issuer had previously entered into an agreement with a dealer, manager
                                         or underwriter in relation to the placement of debentures or debt interests, requiring
                                         the Issuer to seek such listing;



 


		(iv)	offers
                                         of the relevant Subordinated Notes as a result of negotiations being initiated publicly
                                         in electronic form, or in another form, that was used by financial markets for dealing
                                         in debentures or debt interests; and



 


		(v)	offers
                                         of the relevant Subordinated Notes to a dealer, manager or underwriter, who, under an
                                         agreement, offered to sell such Subordinated Notes within 30 days by one of the preceding
                                         methods.



 


		(c)	the
                                         Issuer does not know, or have reasonable grounds to suspect, at the time of issue, that
                                         the Subordinated Notes or interests in the relevant Subordinated Notes were being, or
                                         would later be, acquired, directly or indirectly, by an Offshore Associate of the Issuer
                                         (other than in the capacity of a dealer, manager or underwriter in relation to the placement
                                         of the relevant Subordinated Notes, or a clearing house, custodian, funds manager or
                                         responsible entity of a registered scheme); and



 


		(d)	at
                                         the time of the payment of interest, the Issuer does not know, or have reasonable grounds
                                         to suspect, that the payee is an Offshore Associate of the Issuer (other than an Offshore
                                         Associate who receives the payment in the capacity of a clearing house, paying agent,
                                         custodian, funds manager or responsible entity of a registered scheme).



 


For
these purposes, an "Offshore Associate" means an “associate” (within the meaning of section 128F(9)
of the Australian Tax Act) of the Issuer that is either:


 


		(e)	a
                                         non-resident of Australia that, if it acquires Subordinated Notes or an interest in Subordinated
                                         Notes, would not acquire the Subordinated Notes or an interest in the Subordinated Notes
                                         in carrying on a business at or through a permanent establishment of the associate in
                                         Australia; or



 


		(f)	a
                                         resident of Australia that, if it acquires the Subordinated Notes or an interest in the
                                         Subordinated Notes, would acquire Subordinated Notes or an interest in Subordinated Notes
                                         in carrying on a business in a country outside Australia at or through a permanent establishment
                                         of the associate in that country.



 


Under
section 128F(9), "associate" is defined broadly to include (i) any entities that "sufficiently influence",
or hold the majority voting interests in, the Issuer (i.e. controlling or parent companies of the Issuer); (ii) entities that
are “sufficiently influenced by”, or whose majority voting interests are held by, the Issuer (or any controlling or
parent companies of the Issuer); (iii) any trusts under which the Issuer or any of these aforementioned entities may benefit,
and (iv) a person or entity who is an “associate” of another person or company which is an “associate”
of the Issuer under (i) above.


 


Holders
in Specified Countries


 


Should
the exemption under section 128F not apply, reliance may be placed on certain new or amended double tax conventions (“New
Treaties”) entered into by the Australian government. These New Treaties have been signed with certain countries including
the United States of America, the United Kingdom, Norway, Finland, the Republic of France, Japan, the Republic of South Africa,
New Zealand and Chile (“Specified Countries”). The New Treaties may apply to interest derived by a resident
of a Specified Country in relation to a Subordinated Note issued by the Issuer.


 


The
New Treaties with the United States of America, the United Kingdom, Norway, Finland, the Republic of France, Japan, the Republic
of South Africa and New Zealand effectively prevent withholding tax applying to interest derived by:


 


		(a)	the
                                         government of the relevant Specified Country and certain governmental authorities and
                                         agencies in the Specified Country; and



 






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		(b)	certain
                                         unrelated banks, and financial institutions which substantially derive their profits
                                         by carrying on a business of raising and providing finance, which are resident in the
                                         Specified Country,



 


by
reducing the interest withholding tax rate to zero.


 


Under
the New Treaty with Chile, interest withholding tax applying to interest derived by certain unrelated banks, and financial institutions
which substantially derive their profits by carrying on a business of raising and providing finance is reduced to the rate of
5%.


 


Under
the New Treaties, back-to-back loans and economically equivalent arrangements will not obtain the benefit of the reduction in
interest withholding tax and the anti-avoidance provisions in the Australian Tax Act can apply. Additionally, under the New Treaty
with the United States of America, interest determined by reference to the profits of the Issuer or one of its associated enterprises
may not obtain the benefit of the reduction in interest withholding tax.


 


Further,
under the New Treaty with Japan, interest derived by the Japan Bank for International Cooperation or the Nippon Export and Investment
Insurance will have a nil rate of withholding tax.


 


Payment
of additional amounts


 


Despite
the fact that any Subordinated Notes are intended to be issued in a manner which will satisfy the requirements of section 128F
of the Income Tax Assessment Act 1936 and payments of interest in respect of those Subordinated Notes are not expected to be subject
to interest withholding tax, if the Issuer is at any time required to withhold interest withholding tax from payments of interest
on any of those Subordinated Notes, the amount payable by the Issuer will pay an additional amount so that, after making the withholding
or deduction and further withholdings or deductions applicable to any additional amounts so payable, the relevant holder is entitled
to receive (at the time the payment is due) the amount it would have received if no withholdings or deductions had been required
to be made (subject to the conditions and exceptions contained in Condition 12.3 (“Gross-up exceptions”).


 


Quotation
of Australian Business Numbers or Tax File Numbers


 


If
a holder of a Subordinated Note issued by the Issuer is an Australian resident or a non-resident that holds a Subordinated Note
at or through a permanent establishment in Australia, withholding for tax (see below for rate of withholding tax) must be deducted,
unless the holder of that Subordinated Note supplies the Issuer of that Subordinated Note with its Australian Business Number
(if applicable) or Tax File Number or proof of an appropriate exemption from quoting such numbers. An Australian resident that
holds a Subordinated Note may also be subject to Australian income tax in respect of interest derived from the relevant Subordinated
Notes.


 


The
rate of withholding tax for failure to provide a Tax File Number or Australian Business Number is 49% for the 2014-15, 2015-16
and 2016-17 income years and, under current law, will be reduced to 47% following the 2016-17 income year.


 


Withholding
Tax on Payments under the Subordinated Guarantee


 


The
Australian Taxation Office has published a Taxation Determination stating that payments by a Guarantor in respect of debentures
(such as the Subordinated Notes issued by the Issuer) are entitled to the benefit of the exemption contained in section 128F of
the Australian Tax Act if payments of interest in respect of those debentures by the Issuer are exempt from interest withholding
tax.


 


As
set out in more detail in the Subordinated Guarantees, if a Guarantor is at any time prohibited by law from making payments under
the Subordinated Guarantees free of deductions or withholdings, then such additional amounts shall be paid to the holder as may
be necessary in order that the actual amount received after all applicable deductions and withholdings shall equal the amount
that would have been received if such deductions or withholdings were not made.


 






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Other
Australian Taxes 


 


Goods
and Services Tax (“GST”)


 


Neither
the issue nor the receipt of the Subordinated Notes will give rise to a liability for GST in Australia on the basis that the supply
of the Subordinated Notes will either be a financial supply that is input taxed or in the case Subordinated Notes issued to a
non-resident offshore subscriber, GST-free. Furthermore, neither the payment of principal or interest by the Issuer, nor the redemption
or disposal of the Subordinated Notes, should give rise to a liability for GST in Australia.


 


Where
the acquisition or transfer of the Subordinated Notes results in the holder making an input taxed financial supply, the holder
may be restricted in claiming input tax credits for any GST they have incurred on costs related to the acquisition or transfer
of Subordinated Notes. Holders should seek their own advice in this regard.


 


Neither
the grant of the Subordinated Guarantee nor the payment of any amount under the Subordinated Guarantee would give rise to any
liability for GST in Australia.


 


Death
duties


 


No
Subordinated Notes will be subject to death, estate or succession duties imposed by Australia, or by any political subdivision
or authority therein having power to tax, if held at the time of death.


 


Stamp
duty


 


No
ad valorem, stamp duty, issue, registration or similar taxes are payable in Australia on the issue of any Subordinated Notes or
redemption of any Subordinated Notes or the transfer of any Subordinated Notes provided that the Subordinated Notes are not held
on a register located in South Australia.


 






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Directory


 



 


	Issuer

         

        Moneytech
Finance Pty Ltd

        (ABN
        75 112 110 906)

         

        Level
6

        97
Pacific Highway

        North
        Sydney NSW 2060

         

        Telephone:
+ 61 2 8907 2500

        Facsimile:
+ 61 2 8907 2599

        Attention:
        Hugh Evans, Managing Director

         

	Lead
                                         Manager and Initial Subscriber

         

        FIIG
Securities Limited

        (ABN
        68 085 661 632 and AFSL No. 224659)

         

        Level
8

        Emirates
House

        167
Eagle Street

        Brisbane
        QLD 4000

         

        Telephone:
+ 61 7 3231 6666

        Facsimile:
+ 61 7 3231 6699

        Attention:
Legal and Compliance

         

	Registrar,
                                         Issuing & Paying Agent and Calculation Agent

         

        BTA
Institutional Services Australia Limited

        (ABN
        48 002 916 396)

         

        Level
2

        35
Clarence Street

        Sydney
NSW 2000

         

        Telephone:
+61 2 9551 5000

        Facsimile:
+61 2 9551 5009

        Attention:
        Global Client Services

         

	Trustee

         

        BNY
Trust Company of Australia Limited

        (ABN
        49 050 294 052)

         

        Level
2

        35
Clarence Street

        Sydney
NSW 2000

         

        Telephone:
+ 61 2 9551 5000

        Facsimile:
+ 61 2 9551 5009

        Attention:
        Global Client Services



 


 


 


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