Marketlend Trust Receivables Funding

CONFIDENTIALITY ACKNOWLEDGEMENT AND UNDERTAKING Tyndall Capital Pty Ltd advises that MarketLend, and parties to the trust consider the funding solution and the information herein as an extremely sensitive

and of considerable economic importance. Should this solution prematurely “leak”, the parties’ position to the funding solution could be irrevocably

damaged.

It is necessary for you to have access to some types of proprietary and confidential information (Information) pertaining to the funding solution documented

herein. By accepting this introduction, and reading this document you are agreeing to undertake to keep and protect the Information from disclosure to the

same standard of care that you would keep your own proprietary and confidential information and use the information only for the purpose of investing the

trust.

IF YOU DON’T AGREE TO THE ABOVE, and TO KEEP IT CONFIDENTIAL, PLEASE STOP READING AND RETURN THE DOCUMENT OR DESTROY THIS

DOCUMENT.

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Executive Summary This document is:

1. Provided to you to seek an investment in notes issued by Marketlend Trust (Trust) to fund the origination of

working capital loans in the form of working capital facilities on a 3-5 year term to fund small to medium

enterprises (SME) in Australia;

2. an outline of the program and information considered necessary for an investor to consider a suitable

investment in the Trust, and

3. to be used to establish a group of investors to prefund the upcoming origination of the receivables below.

The Trust is established to fill a need for SMEs to obtain working capital loan facilities (receivables) in the form of:

a) 3-5 year working capital loan – working capital facility payable typically every 60-90 days to fund the acquisition of

supplies with insurance protection (otherwise known as trade receivables); or

b) 3-5 year working capital loan – a credit facility payable (similar to a corporate credit card payment structure) on a

monthly basis either interest only or amortising.

Each loan will be held in its own series segregated from other series of the Trust. A series will issue secured, pass

through registrable notes to the investor. Using crowdfunding software, Marketlend is able to offer investors

transparency in their risk analysis, pricing and reporting.

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Executive Summary Using a combination of securitisation principles and crowd funding technology, Marketlend is able to make an offering

that give an investor an attractive return with the safeguards of credit and structural enhancements that accompany a

traditional securitisation offering.

Key Terms

Asset: Passthrough, Secured Note

Receivables -Working

Capital Loans - Term 3 Years - Renewable

every 60 -120 days

Loss Protection

• Insurance provided by AA- rated entity*

• Program wide support (5%) (initially funded at 200,000)

• Excess spread trap (50bps per payment cycle)

Size of Investment

Sought: A$20,000 -

A$30M

Yield:

963 -1713

basis points

(9.63-17.13%)

Expected Terms: 3

years, callable 2.5 years

Pricing: [20] November

2014

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Executive Summary

Background

Over the last two years, Tyndall Capital Pty Ltd (Tyndall) and Jardine Lloyd Thompson have researched in the SME

market the need for short term lending facilities. As a result, Tyndall has established Marketlend, and its associated

trusts to fulfil a need in the SME market.

Solution

Using crowdfunding online technology, accessible through the upcoming website www.marketlend.com.au and

securitisation structuring methods, Marketlend, within a period as short as 10 minutes:

Receive a borrower application;

Complete the external parties check including identity verification checks;

Perform a credit analysis on the borrower using a decision rule tool and rating scoring from agencies;

Rate the note to be issued to support the funding of the loan to be provided;

Finalise all documents, digitally signed; and

Fund the borrower.

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Executive Summary

Background

This is done by providing a developed system platform where borrowers’ loans are listed on the platform for offer and

investors accept the loan or part thereof, by pre-commitment or in real time.

To fund the loans, notes in the traditional form of a securitisation are issued from a series segregated trust, where

Australian Executor Trustee Limited is the trustee. They are:

secured against the individual borrower’s loan or part thereof.

enhanced with insurance to protect against default risk up to 90% (where applicable) and

supported by a fully funded loss reserve, beginning at A$200,000 and built up over time by trapping excess spread.

Marketlend sees an opportunity to offer the SME market, a streamline loan product that is based on lending against

payment of supplies to enable SME borrowers to obtain better pricing from the supplier and strong rates of return for

the investor.

A solution with direct access to the investor, reduced red tape, and transparency to the borrower is likely to appease

the better quality borrower and give the investor better rates of return.

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Executive Summary

Target market

Our target market is the SME sector. These businesses may be established as a trading company, partnership, sole

trader or trust. There are a little over three million SME, of these, 71% are active, which equates to just over 2.1

million.

“Small and medium businesses in the finance and insurance

industries are backing themselves for growth in 2015, according to

the September 2014 MYOB Business Monitor Report. The survey of

1000 businesses revealed 17 per cent of SMEs in the finance sector

expect to increase the number of full time roles they have in their

organisations (14 per cent increase across the broader SME sector).

Fewer (13 per cent) will be boosting part-time positions – a likely

reflection of work patterns in the industry. They expect wage

growth to be more constrained (13 per cent for finance SMEs,

compared to 23 per cent, overall, for the sector).”

.

Figure 1: Source: Digital Finance Analytics May 2014

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Executive Summary

Meeting the need

“The SME lending landscape has not changed dramatically since CPA Australia’s previous work on the topic in 2009–10.

The key theme at that time was that SMEs were subject to tightened lending conditions they were not prepared for,

and that the difficulty in accessing finance had impacted business operations and performance. The other important

issue was the demise in the relationships between banks and SMEs.

CPA Australia attribute SMEs ongoing difficulty in accessing finance to Australia’s two-speed economy and continued

stress in global financial markets. Having stated this, The CPA Australia Asia-Pacific Small Business Survey 2011 shows

that in spite of such difficulty, the percentage of Australian small businesses that have external finance has increased

year-on-year for the past three years, with 30 per cent of respondents to the 2011 survey confirming that they have a

working capital loan. However, over one third of those small businesses with external finance stated that they had

found access to finance difficult.” (Source: CPA Australia, SME access to finance)

The second most likely failure of a SME is funding is not available (Source: Digital Finance Analytics May 2014)

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Executive Summary

Origination

Three channels originate the receivables:

White label product to mortgage managers presently brokering SME loans on behalf of other providers;

Direct inquiry - through Google and other targeted advertising;

Referral or affiliates – brokers, reward providers and insurance underwriter (Jardine Lloyd Thompson) engaged in the SME market.

Present opportunities include:

Pioneer Mortgage Services Pty Ltd, an experienced mortgage manager to make an offer branded by them using our product to:

o Top tier brokers and introducers;

o Existing borrowers; and

o By direct channels using Google and other online channels.

Broker group accessing the pharmacy and medical industry to offer a Marketlend branded product to its borrower base. An application for a group of 20 pharmacies is presently with us at the moment.

JLT, using its corporate network to make offers to its corporate clients, for white label or branded products. 2 clients are in mandate discussions.

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Executive Summary

Process

Data entry

1. The borrower or its agent accesses the Marketlend web portal and inputs their details using an automated credit

application platform and advanced credit decision system provided by Creditworks1,

2. Marketlend obtains the relevant borrower data and qualifies the borrower through a base set of credit rules.

See Appendix 7 for the list of the rules.

Identification verification

3. Marketlend verifies the identification of the borrower via a unified patented “two way” private cloud platform

designed like no other online verification system, provided by My Verified ID. 2

1 http://www.creditworks.com.au/about.htm 2 myverifiedid.com/about-my-verified-id/

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Executive Summary

Upon the verification of the identity

4. All external searches required by Marketlend and the insurer are completed. See the list of external searches at

Appendix 6.

5. The results of the searches in step 4 and the borrowers data is provided and processed by using the auto-

decisioning tool provided by Creditworks. The direction of the application is now dependent on whether a

product is an insured product.

Insured Uninsured

If the loan product is to be insured, the result is then provided to Jardine Lloyd Thompson who completes the underwriting application to arrange for insurance to be granted on the loan.

Details of the insurance provided are set out in Appendix 2 and the policy is provided separately. Auto-decision rules are applied for loans less than A$75,000; a copy of the auto-decision rules is attached in Appendix 7.

A loan is uninsured if the purpose is not for payment of supplies on a regular basis or for purpose of equipment, the application and the result of searches is sent to a credit licensee experienced in the review of the SME loan risk called Victoria Mortgage Group (VMG). An experienced credit licensee of 50 years in the SME arena.

(typically if the product is a lump sum invoice for one off supply of goods the loan is uninsured)

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Executive Summary

Rating

Upon completion of either insurance grant or credit review by the borrower’s application, search results and insurer or

VMG results are loaded into an external rating system developed by Veriluma and Tyndall.

The result of the system and the borrower’s data is then listed on Marketlend’s web portal provided by Marketlend for

investors to review and commit, or to be auto allocated to investors with pre commitments and set risk appetite. In

the present syndicate offering, this will be a prefunded amount to a clear defined set of eligibility assets as set out in

Appendix

Funded

Using an investor dashboard, and the listing platform, see Appendix 5 for screenshots,

investors can peruse the loan and commit to lend to the loan or part thereof or if pre-

funded, the system will analyse if it fits within the investors’ risk appetite and allocate to

the investor if there is a match.

The borrower’s loan is then funded by the investments, and recorded on the payments

system as a note in an allocated series for the loan alone. The trustee issues the notes to

the investors.

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Executive Summary

Loan management system

Marketlend will host the marketplace for lending using a hosted proprietary information system provided by a well-

established and experienced loan management lending platform provider called Rebuilding Society.com Ltd.

The following is a diagrammatical explanation of the above process.

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Executive Summary

Pricing (Indicative Only)

Working Capital Facility Working capital

loans

Note Margin over BBSW 7.00% 14.5%

Interest Rates 30-day BBSW (ask)

(AFMA 21.10.14) 2.6300% 2.6300%

Funding Margins Eq. Rating

3 yr MTN

Unrated 9.63% 17.13%

Estimated Costs 5.71% 3.71%

Margin to Borrower 15.34% 20.84%3

3 Margins are subject to risk, utilization of the loan, the pricing is adjustable according to the risk.

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Executive Summary

Pricing (Estimates Only)

Estimate Costs

Reserve Requirements

Loss / Liquidity Reserve/C Note 0.50% 0.50%

Trust Expenses (Excl. GST)

Trustee Fee 0.0150% 0.0150%

Security Trustee Fee 0.0100% 0.0100%

Trust Manager's Fee 1.0000% 1.0000%

Backup Servicer Fee 0.0375% 0.0375%

Origination/Broker Fee(incl. Trial) 0.5660% 0.5660%

Systems Servicer Fee 0.5000% 0.5000%

Servicer Fee 0.5500% 0.5500%

Swap Cost 0.0800% 0.0800%

Rating Cost 0.4100% 0.4100%

Insurer Cost 1.5000% 0.0000%

Arranger & Lead Manager 0.5500% 0.5500%

Subtotal 5.2185% 3.7185%

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• ** (This is an opinion only and not to be relied upon, however the factors used to determine the opinion are available to the investor and full access to the analysis is available.)

High Stable returns • Returns around 9.63-17.13% or higher

Loss Protection• Insurance

• Programme wide support, by sponsor and arranger

• Excess Spread Trap

Transparency• Investors have real time access to all the processes via the web portal,

including access to the results of searches, rating analysis and performance of the loans.

Independent trustee and security trustee

• A standalone bankruptcy remote trust is established and each series holds one loan, making it robust and tax neutral.

Assets and cashflows isolated and protected

• Cash flows of the receivables are not commingled, all payments are direct debit and held in the trustee’s bank account.

Delegate and Backup Servicer)

• Tyndall will enhance its servicing by a) using an highly experienced 300 person capacity BPO to perform data entry, invoice processing, and and JLT performing application processing, and a hot back up servicer arrangement.

Internal rating analysis)

• In conjunction with an experienced predictability software solutions provider, Veriluma Pty Ltd, Tyndall will use its sophisticated internal rating based on historical and expected results to give the investment an expectancy of repayment**.

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Transaction Summary

Structure Diagram

Trustee and

Security Trustee

AET

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Transaction Summary Key Parties

Issuer Australian Executors Trustee Ltd as Trustee for the

Marketlend Trust Series

Security Trustee Australian Executors Trustee Ltd

Arranger & Manager Tyndall

Lender of record Marketlend Pty Ltd

Referrers, Introducers Pioneer Mortgages, JLT and Broker groups

Servicer Tyndall

Back Up Servicer Jardine Lloyd Thompson

Identification System

Provider My Verified Id

Credit Verification Provider Creditworks Pty Ltd

Rating System Provider Veriluma Pty Ltd

Marketplace Lending

System Rebuilding Society.com Ltd

Residual Capital Unitholder Marketlend Entity

Residual Income Unitholder Marketlend

Transaction Bank St George Bank

Auditor Bell Partners

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Transaction Summary Roadshow Dates

Marketing Period Start [1] November 2014

Expected Pricing Dates [17] November 2014 and regular monthly intervals

Expected Issue Date [20] November 2014 and regular monthly intervals

Key Terms

Asset Class Passthrough secured notes, underlying collateral trade

receivables line of credit.

Programme Size A$[30] million

Pricing [700-1400] over BBSW subject to risk profile

Credit Enhancement Insurance (Euler Hermes-Allianz rated AA- by Standard &

Poors), cash support, and loss reserve

Key Dates

Term 3 years

Collection Period From and including a Payment Date to, but excluding the

subsequent Payment Date

Coupon Period Three days subsequent to a Payment Date to, but

excluding, the subsequent Payment Date

Payment Date Due date of loan agreement, or following Business Day

Determination Date [1] Business Day prior to a Payment Date

Business Days Days on which banks are open for business in Sydney

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Transaction Summary Phase 1 – expected no longer than 12months

securitisation by offering notes to capital markets investors to begin the funding of the loans offered to the SME market accessing the Marketlend platform.

Within 6 months, increase penetration with the investor market online as well as capital markets to participate on the Marketlend platform offering borrowers with the ability to directly access the capital markets with enhancements and administrative services provided to manage the risk and returns.

Phase 2 – 12months – 24 months

offer a funding solution to the wider market including the retail market for investors and borrowers. Also, provide liquidity to the platform by rating other marketplace lending providers’ loans and offering the ability to trade on our platform.

Offer other products to the retail and commercial loan market in local and possibly NZ market.

Phase 3 – 3 years

Not only offer the solution to the entire market but also expand the market to include operations in other jurisdictions, and also offer securitisation debt that is rateable.

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Transaction Summary

Our offering

In return for an investment, the investor obtains

Stable significant returns, expected around 9-17% possibly higher subject to risk profile

Direct access to the borrower

Transparency, real-time investor reporting and

An ability to resell the note in the future (at inception, Tyndall recognises that there is limited liquidity in the notes however over time we anticipate it can be a self-sufficient market in itself)

The notes are matched to the borrower’s loan and can either be subscribed across a pool of loans or to individual loans

Diversity of risk and improved returns, the SME market is a market typically bank funded and offers high yields

Ability to invest in traditional notes with a new market in the market lending space without the negative aspects like lack of structural enhancements or subordination

For the investor, the offer is accessing the real risk and obtaining a strong return with minimal disruption or

intermediation.

For the borrowers, the offering is simple: “we connect you to investors”.

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Transaction Summary

Tentative Note Structure

A note structure varies and can be aligned to your preferred interest It can be a note for a working capital loan that has insurance or

A working capital loan that has a higher return but no insurance

A typical Note maturity of 3 years is to be established for the program. There will be a 2.5 year revolving period with a call at the end of this period to either reissue the notes or amortise if there is insufficient funding available.

The note sizes are as follows,

o Class A1 note [30M] (Series 1, Series 2…Series (n)), and

o Class C note of A$[3]M.

The C note is provided as a program wide credit support, and will be available for all notes as subordination. The subscriber of the C note is Tyndall Capital.

A loss reserve will rank below the C note and a minimum 50bps will be reserved on each payment day to build its size.

Class A Series 1 Note

Underlying Working Capital Loan

Class A Series 2

Underlying Working capital loan

Subordination

Class C Note

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Credit Enhancement Each borrower will provide some form of contribution to provide for Rebate Loss Reserve, it will either be in an

increased margin or part payment toward the disbursements to a supplier.

N.B, we are presently finalising insurance agreement, Insurance aggregate is between 5-10%/ The below diagram is the expected 5% aggregate.

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Transaction Summary

Rebate or Dilution Loss Reserve

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Transaction Summary

Independent Lock Box Account

As all obligors pay by direct debit, the payment of their debt is directly into the trust account. The trust manager will make

payments to the Supplier for the purchases of the receivables. Daily management of the payments using a bureau

accounting system, Xero and audited by Bells . All debits from the account will be directed by the Trust Manager and

conducted by the Trustee.

See below for a diagram of the process

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Real-time Data & Reports

Data

The investor is provided with an access code that allows access to the platform whereupon he or she can see the loans underlying the note, payments and the underlying financial details the borrower has provided Marketlend.

Investors have a dashboard that outlines various items list below (See appendix 5 for the sample investor dashboard)

Metrics Lists Total funds Current bids

Available funds Current investments

Current bids Current user’s loans listed for sale on the secondary market

Current investments

All time investments

Statement (transaction history)

Losses

Total of any transaction type (interest payments, capital repayments, etc.)

Projected returns (gross)

Projected returns (net)

Returns to date (gross)

Returns to date (net)

Gains and losses from secondary market trading

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Transaction Summary

Obligor Arrangements

Each borrower will pay its obligation pursuant to an individual credit agreement with Marketlend. This receivable, personal property, security interests and the rights of enforcement are assets of the Trust.

Creditworks, will register a personal property security interest over each sold asset.

A rebate will be held by the trust to pay any liquidated losses or held as reserve where a borrower is in arrears and not released until the arrears are rectified. (For more details, see the Rebate Loss Reserve Slide 24.)

Indicative Terms

Pricing will be set at initial loan advance and upon expiration if the note is to be renewed.

Fluctuations in the RBA cash rate will be borne by the obligor.

Application Fee – obligors will be charged a fee of $[250] upon submission of an application.

Pricing is indicatively set at 9-17% subject to capital market pricing. Default Interest – obligors will be charged an interest margin of 26.9% where payments are not received on time.

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Origination Three channels originate the receivables:

1. White label product to mortgage managers presently brokering SME loans on behalf of other providers;

2. Direct inquiry - through Google and other targeted advertising;

3. Referral or affiliates – brokers, reward providers and insurance underwriter (Jardine Lloyd Thompson) engaged in the SME market.

At launch, JLT, a broker group called Red, Pioneer Mortgage Services Pty Ltd, will source loans using three channels of

business

Existing borrower base of the entity, and

Broker network

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Products

Matrix of Products

Name of Product Product

Current Expected Rate (incl. Admin Fee)

Annual Fee Maximum Rewards

Line of Credit MarketLend Working Capital Loan 15.34% $550.00 No Max Yes

Credit Card offering

MarketLend Charge Loan 20.84% $550.00 No Max Yes

Rewards Program

A rewards program is established from the inception of the trust, and with a minimum reward policy of A$50, a point is issued per A$1000 spent.

An agreement with Incentive House, a rewards provider with 30 years experience is being put in place and will enable redemption in the form of purchases by use of the reward points from well-known suppliers. See more details at www.incentivehouse.com.au

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Marketlend Platform

Receivables Management System

The trust will use an integrated web system to originate, service and manage the payment system. The System is

developed and customised by Rebuilding Society.com Ltd

Fully hosted technology solution for crowdfunding – our solution is hosted by a third party engaged by Rebuilding Society.Com Ltd called Bytemark Pte. Ltd, for security and efficient maintenance.

Proprietary crowdfunding engine – the crowdfunding functionality is provided by a suite of market-proven software modules proven to be operational by their own crowdfunding solution at www.rebuildingsociety.com, and for clients like www.emoneyunion.com.

WordPress-based technology – the content areas of the site, powered by WordPress technology, enable easy access and change by local designers.

Open Source components – the platform leverages open source technology to provide secure, reliable solutions focusing on the unique requirements of our industry.

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Servicing

For application processing, and credit reference checking

Marketlend uses a system provided by Creditworks. This system is an automated application and decision tool.

Creditworks is a provider of online line statutory and credit information services, and leading edge credit and risk management technology based solutions.

Creditworks’ leading-edge technology solutions include the Pinnacle risk management, receivables management and cash flow forecasting platform; along with our New Trade Enquiry (NTE) automated credit application platform, and EDGE advanced credit decision system.

For verification

Tyndall uses a system provided by Myverified ID. This system is an automated identification system that uses voice, facial recognition and fingerprint recognition to verify the identity of the borrower.

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Servicing

Rating Analysis

Tyndall uses a developed system between Tyndall and Veriluma that runs on a Java based solution called Intelfuze.

The system is hosted on Tyndall servers and Veriluma’s patented Sheba technology lies at the core of our product and helps

individuals and organisations find certainty and clarity. It generates knowledge about complex and uncertain situations or

problems, and provides the insight needed to make better decisions, faster.

Invoice Receivables Payment System

In addition to their application, identification and rating, payment systems, an invoice receivable payment system is

operated by Tyndall supported by JLT and an established BPO, Sibling Solutions, will manage credit limits and invoice

payment process.

This bureau system hosted on Xero for the support for the daily management of the payments and reconciliation with the

banking and the trustee.

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Parties

Underwriter/Insurance Broker/Backup Servicer/Origination

JLT is in the business of insurance risk solutions and is the arranger of the insurance and supports the

transaction in risk solutions.

Jardine Lloyd Thompson is a leading provider of risk management and employee benefit solutions in 135

countries. It is the wholly owned subsidiary of JLT Group PLC, FTSE250 Company employing over 7,600

people worldwide. JLT Australia profit for 2014 was approx. A$62M. (A copy of the financials are available

on request.)

In a role of credit application processor for the insurer and backup servicer, a role it has performed in the

past, JLT manages the credit insurance process, effectively inputing the application into the insurers system

and obtain the grant of insurance.

JLT also performs the role as coordinator of the collection process on behalf of the insurer for a number of

trade receivables transactions including the MTC program.

JLT acts as hot backup servicer and is in daily contact with Tyndall in the processing and management of the

receivables.

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Parties JLT will perform the role as:

Underwriter under providing the services to submit the applications to the insurer (where applicable).

Handling the collections process after the 2 debit dishonour with the insurer and the collections agents,

AMPAC – Euler Hermes preferred collection agent.

Backup servicer in the event of a default by the servicer.

Administrator/Manager/Servicer

Tyndall Capital is an independent and experienced financial services provider. Tyndall personnel have completed debt transactions totalling in excess of A$10 billion including trade receivable transactions in the obligor industry and involved in securitisation transactions since 1998.

Tyndall Capital will perform the role as Manager that includes the role of managing the processing of the receivables from the application to funding.

T-3, with increased staffing outsourcing arrangements with Pioneer.

Tyndall Capital is supported by Sibling Solutions, an outsource group in

Philippines to perform the following:

Customer support including live chat, email handling and phone support.

Data entry and management of the account receivable and payable software.

Retention and Collections support (if needed).

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Sibling Solutions

Operating for 5 years, Sibling Solutions clients include, AT&T, US department of Immigration, TPG, Norton Anti Virus, Red Pocket Mobile and Sprint.

With a capacity of 130 personnel at present and 300 person capacity, Sibling Solutions allocates agents to Tyndall Capital to perform their work on a needs basis and initially 2-3 staff are allocated. Training of staff will occur over the next weeks and we expect this support will begin in December 2014.

Service Levels

Sibling Solutions has a specific service level agreement requirements for a number of important key areas being:

Service Downtime, Service Rework, Customer Service Response Rate, Fraud Prevention Program, Data Security Incidents.

A copy of the statement of work is available on request

For more detail on support arrangements see Appendix 8

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Parties

Trustee /Security Trustee

Australian Executor Trustee Limited is a specialist provider of trustee services with a long and proud history, spanning over 130 years. Over these years, a number of mergers and amalgamations have expanded the range of services we offer. As a result of these mergers and acquisitions, however, AET has six licensed trustee companies.

AET is part of IOOF Holdings Ltd (IOOF), a leading provider of wealth management products and services in Australia. IOOF has been creating financial independence since 1846.

Listed on the Australian Securities Exchange (ASX: IFL) in the top 200 listed ASX companies, IOOF provides services to around 650,000 clients Australia-wide and is one of the largest non-bank-aligned groups in the financial services industry.

IOOF manages in excess of $123 billion on behalf of its clients.

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Parties

Insurer**

Euler Hermes, a member of Allianz, one of the leading integrated financial services providers in the world

and long term credit rated AA- by Standard and Poor’s & Fitch Ratings credit rating agency (Feb 2013). Euler

Hermes has approx. 52,000 clients, 6000+ employees, 702 billion euros covered, 1600 claims indemnified

per week and 20,000+ credit limits requests handled per day.

Servicing – credit referencing service

Creditworks is a specialist niche services provider of innovative enterprise grade and highly customised

credit risk management solutions to large Australian listed and unlisted enterprises. The company's

management has long standing experience and strong credentials in successfully building and delivering

leading edge cost effective and best practice credit information services to the Australasian marketplace.

Creditworks employs a highly skilled and uniquely experienced in house development team with an

impressive track record in terms of building specialist high integrity and integrated qualitative &

quantitative solutions and work-flows for use in comprehensive decisioning applications."

Creditworks proprietary decisioning platform engages with a number of key risk management databases

on a concurrent basis including Veda Advantage; Australia’s leading credit bureau. as well as important

statutory databases such as ASIC, PPSR and land titles (via the companies own direct brokerage

arrangements) so as to optimise risk management outcomes.

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** Indicative confirmation for the insurance is obtained, final terms are yet to be agreed as at the time of this document preparation.

Collections

The collections agent, AMPAC debt recovery, will be engaged from inception of this transaction, and have

a direct role from the point of time that the borrower makes a second debit dishonour. The collection

agent is a well-known entity and preferred collection agent for the insurer.

Preferred agent to Euler Hermes, the selected insurer, AMPAC is a well established collection agency who

Tyndall has worked with over the last two years.

My Verified ID is offering a world-first Identity Verification as a Service (IVaaS™).

This is the first plug and play Identity Verification with options such as Face Biometric Recognition, Voice

Biometric Authentication and Digital Signatures System.

The technology includes a set of API’s that can be installed on the platform.

The Verification and Authentication technology platform enables instant verification of users applying for

services or products and or authenticating users signing in.

My Verified ID contributes in reducing risks associated with online transactions and online data exchange

while meeting AML and KYC compliance.

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Origination – direct market, and mortgage manager channel

More information is

available on request. Please

note Pioneer Mortgage

Services Pty Ltd has also

been an originator for

securitisation programs

including their own for a

total of more than 8 years.

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Parties

Rating System Provider - Veriluma

An early stage research & development company Patented software in a trending technology sector

Based in Australia

An application that complements the world of Big Data Sell software licences & services to clients

Technical support, maintenance, training & consulting

Application underpins partner offerings Technical, sales & marketing support & training provided

Clients Defence Intelligence Organisation

Vice Chief of Defence Office

CSIRO

• Partnerships signed with Marketlend

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Origination & Underwriting

Structure Diagram

1. Borrower submits an application to

Marketlend

2. Borrower is identified using

identity verification process

3. Marketlend platform using

Creditworks automated external

verification system completes its

credit checks and forwards it to

the credit assessor.

4. JLT assesses and enters it into the

insurer system and coordinates the

insurer underwriting process

5. Insurer advises insured credit limit

to JLT.

6. JLT advises insured credit limit

approval to Marketlend who input

it into the rating system.

7. A listing is placed on the website

with the prescribed rating.

Investors review the loan and

subscribed to the note that is

funding the loan.

Borrower and Supplier trade as per

usual and Trust pays the invoices

daily and issue a statement

monthly to the Borrower to pay.

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Origination & Underwriting

Receivables Tenor

31 Jan

25 Feb

15 May

Month of Origination Due Date

Standard Trading Terms

90-day Forward Charge

60 –day Forward Charge

25 April

Due Date

31 Dec

.

42

Origination & Underwriting

Targeted Tenors

31 Dec

31 Jan

25 Feb

Due Date

Standard Term

Due Date Month of

Origination

Originate/Sell to Trust 90-day Forward Charge

15 May

43

Origination & Underwriting

Eligibility Criteria

The proposed eligibility criteria for the transaction are set out in full in Appendix 1

Key Eligibility Criteria

AUD denominated receivables, due from Australian resident obligors;

Standard terms as well as 30, 60 or 90 -120 day ‘forward charge’ receivables;

Delinquent receivables are ineligible for purchase;

Borrower must have at least 2 years financials

A Receivable is an Eligible Receivable if:

It is freely capable of being assigned and otherwise dealt with by the Trustee;

On the relevant settlement date, is not, and is not likely to be in the future, the subject of any dispute between the relevant Supplier and the related obligor or a denial of liability by the related obligor to pay any part of it, whether such refusal or denial is justified or not;

It was originated by the relevant Supplier in its ordinary course of business.

44

Origination & Underwriting

Rating Process

A minimum criteria is set for all borrowers based on the above, however the borrowers application is then rated which

produces a result that advises our opinion as to the likelihood and certainty. The note is based on a group of risk

groups:

Legal Protection;

Support Providers – Manager, Servicer, Trustee, Security Trustee, Backup Servicer;

Loss Protection;

Robustness of the Systems; and

Borrower’s ability to pay.

Within each of these groups a number of underlying factors are taken into consideration, that could affect the

likelihood of repayments of your investment, in total, approximately 83 factors are taken into consideration. The

information for these factors is obtained from various sources, including: Australian Bureau of Statistics, Jardine Lloyd

Thompson, Legal Advisors, Trustee, Accountants and Manager.

Access to the model and review of these factors is available subject to execution of a confidentiality agreement.

45

Origination & Underwriting

Security

Retention of Title

Personal Property Security Interest is registered on the supplies upon payment of the invoice

Terms & Conditions include:

o an irrevocable direction from the borrower to Supplier to pay discounts and rebates to the Trust until such time as the borrower has repaid its loan;

o title held by Marketlend.

Application Process

The Applicant or Affialite will obtain a completed credit application form or the borrower will direct input their

application into the system. The terms and conditions of the platform would be supplied at this time to the applicant.

Application forms includes the details:

ABN and trading address.

Full details of each individual within the business, including; date of birth, home address and driver’s license number.

A copy of the application is available by directly accessing the website or can be provided.

46

Origination & Underwriting

Underwriting

Using Creditworks interface, the application will forward to a verification system called Myverified ID.Origination &

Upon verification approval, the credit application form will be completed and signed by the borrower through a digital

signature process, however physical signatures in the first 6 months.

All credit checks are performed by the system, and the results with the application are forwarded to JLT if it is an

insured solution, and credit assessors at Victoria Mortgage Group if it is a working capital loan.

Rating

Using the results from the credit checks, advice from either JLT that the loan is insured or from VMMG that of the data

points that need to provided being:

Debt leverage, and servicing

Asset Position

Financial Accounts status

This information is inputted into the rating model and a result of the expectancy of the repayment of the note and its

certainty is released.

This information is then provided to the Marketlend platform and assign to this loan.

47

Servicing

Overview of Servicing Process

Parties in the Servicing Chain

Tyndall –Administrator, Servicer, AMPAC - Collection Agent

JLT– Back Up and Delegate Servicer

JLT as Insurance Broker, Insurer.

Rebuilding Society – provider of the Marketlend Loan Management System

Overview of Process

Use of the Marketlend platform enables borrowers and investors to access real time status of loan and payments.

Additionally, there is a daily upload of invoicing and collection details to a system operated by JLT. This system provides daily reports to:

Each relevant borrower advising details of each invoice for the previous day; and

Marketlend showing details for all invoices issued the previous day, broken down by borrower.

48

Servicing Arrears management is undertaken by AMPAC under the guidance of JLT and Tyndall.

At the second debit dishonour day mark, the arrears management process is taken over by an insolvency agent AMPAC (a

preferred insolvency agent for insurer).

Collections Processing

2 days prior to running the direct debit, Receivable Information System sends an email to each borrower advising them of the amount of the direct debit to be processed against their account.

All direct debits are processed directly into the Trust Collections Account – minimising co-mingling risk.

A direct debit dishonour report is produced and sent to Tyndall 1 day after the monthly direct debits are run.

Dishonour Borrowers receive an email notification of their direct debit dishonour 1 day after the monthly direct debit run.

Direct Debit (DD) will be re-run the following day.

$35 dishonour charge applied.

AMPAC is responsible to follow up the borrower and seek to resolve the issue to enable the DD to run successfully on the second occasion. The Supplier is obliged to direct the payee to make any payment directly into the trust.

49

Servicing Structure

Due Date

2nd debit dishonour

120 Days past due

Tyndall/JLT

JLT/Tyndall

AMPAC under direction JLT &

Marketlend

Servicing

Collections

Enforcement and recovery action

Insurer liable for principal amount outstanding plus

interest from due date

Obligor liable for interest & enforcement expenses from

due date where arrears is cured prior to insurance

claim payment

50

Servicing

Arrears Management

3 5 14 60 90 120Days Past

Due30

2nd e-mail sent if DD dishonour re-run also

dis-honours.API advises pharmacy second DD dishonour

Day 5

System notifies AMPAC, matter

referred to AMPAC for

collection by 1pm.

AccountSuspended

Day 10

commencement of legal action

Day 18

Phone Contact

attempted.

Account on Stop-

Purchase.

Day 5

Formal Letter of Demand issued

Day 10

Insurer liable to pay to trust

account all monies owing from the

defaulting debtor, including accrued

interest.

Day 120

DD dis-honour

Day 1

0 21

API receive E-mail

notification of DD dishonour, an email is sent

to pharmacy from API

Day 2

DD re-run

Day 3

51

Servicing

Reporting and Payment Dates

Calendar Month 3-5 Bus. Days 2 - 3 Bus. Days?

Monthly Determination

Date

Monthly Determination

Date

Servicer Reporting

Date

1 Bus. Day

Trust Reporting

Date

Collection Period

Prior Reporting

Date

Prior Payment

Date

Principal Reinvestment Period

Payment Period

Trust Payment

Date

52

APPENDICES

53

Appendix 1 –

Eligibility Criteria

In addition to the Eligibility Criteria set in Slide 46, the following Eligibility Criteria is set for working capital loans.

It constitutes a valid, binding and irrevocable obligation of the related obligor enforceable against that obligor in accordance with its terms subject to no right of rescission, set-off, counterclaim or other defence other than those generally provided for under the laws of Australia and it is governed by the laws of Australia;

It can be easily segregated and identified for ownership and related security purposes on any day;

It arises directly or indirectly from the sale of goods or the provision of services by the relevant Supplier;

Any letter of credit or other trade documentation (prepared by the obligor’s or the relevant Supplier’s, as the case may be, bank) applicable to the relevant goods or services giving rise to the receivable has been accepted by the related obligor and the relevant Supplier;

54

Appendix 1

Eligibility Criteria

In the case of any goods giving rise to the receivable, the relevant goods:

have been collected by, or on behalf of, and accepted by the related obligor;

have not been sold or transferred to another Supplier or a related entity of another Supplier;

have not been transferred to the related obligor: on consignment; or

subject to any retention of title clause other than under the terms of the receivable itself;

on the relevant Sale Date, it is owned by the relevant Supplier and at all times is free and clear of any adverse claims or encumbrances (other than the deed of charge), and is evidenced by a contract in writing or an invoice or similar evidence of the debt which will be sufficient to prove a claim therefore against the related obligor in relevant courts;

The payment of the receivable to the relevant Supplier is not subject to withholding taxes;

55

Appendix 1

Eligibility Criteria

It has been created in compliance with all applicable laws, all required consents, approvals and authorisations have been obtained in respect of it and it has not been originated in or subject to the laws of a jurisdiction whose laws would make such Receivable unlawful, invalid or unenforceable;

On its Sale Date, it is not a Receivable in a class that the Principal Supplier, the Trustee have agreed is not acceptable for Purchase;

It is receivable the outstanding amount of which remains a debt, has not been paid and has not been discharged by set-off or otherwise and the Outstanding Amount is accurately recorded in documentation held by the Supplier or the Servicer;

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Appendix 2 – Trade Credit Insurance

Borrower Review

All Insurers grade the buyers based on the information available to them, this is the information obtained by the Creditworks search as set out page 52 or details of the information is in Appendix 6:

Mercantile Report – Search & Adverse

Financials (if available)

Industry Sector

Years Established

Directors Background

Direct Approach – buyer visit and/or phone call

The Buyer review schedule is then based on the Grade and the approved Exposure.

57

Appendix 2 – Trade Credit Insurance

Borrower Review Matrix

A – Low sensitivity – reactive monitoring based on receipt of alert notices or overdue reports or new limit request

B – Medium sensitivity – 1 review per year – including mercantile report + reactive monitoring based on receipt of alert notices or overdue reports

C – High Sensitivity – 2 reviews per year plus 1 buyer contact and/or fins

D – Very High Sensitive – 2 reviews per year plus mandatory buyer visit plus financial analysis

EXIT – exit strategy to be put in place

Financial Analysis

All insurers have:

In-house financial analysis program;

Ratio analysis; and

Critical elements that are weighted to assist in the grading analysis.

58

Appendix 2 – Trade Credit Insurance

Liability of the Insurer

All Insurers are governed by the Insurance Act 1973 and cannot deny a payment if they obtain full disclosure and agreed to underwrite this exposure.

Trade Credit Insurance Policy

Under the terms of the trade credit insurance policy, the insurer indemnifies the trust for the Insured Percentage of

the loss arising from the non-payment of any Insured Debt either due to the Insolvency of, or a Protracted Default by,

an Insured Buyer. Recovery Expenses are covered up to A$30,000 for using the preferred collection service provider

(AMPAC).

59

Appendix 2 – Trade Credit Insurance

Key Policy Exclusions

The systems have been purpose built to cover off as many of the policy exclusions as possible. In conjunction with the

programme eligibility criteria, the system acts to minimise the risk that the insurer would have grounds to deny a

claim.

Exclusion Mitigant

Default interest charges, consequential damages, taxes GST will be covered, default interest is covered to the extent it does not exceed the limit, any consequential damage is excluded from any liability.

Goods recoverable from the Insured Buyer Supplier or another third party will be appointed as agent to sell or offer to buy the goods.

Any form of “pay when paid” contracts Eligibility Criteria – invoices must have a defined due date.

Goods supplied on consignment Eligibility Criteria – ‘on-consignment’ invoices are ineligible.

Goods sold and delivered after the Insured is aware of a financial adverse event (insolvency, 2nd debit dishonour), unless authorised by Insurer

System has a stop funding mechanism, the Supplier will be advised that no goods can be sold when a financially adverse event occurs

60

Appendix 2 – Trade Credit Insurance

Key Policy Exclusions (continued)

Exclusion Mitigant

Delays due to currency exchange restrictions Eligibility Criteria – invoices must be denominated in A$.

Insolvency of the Trust Trust is bankruptcy remote and cannot be liquidated

Goods supplied under letters of credit Eligibility Criteria – limited to no letters of credit

Any other action by order of any government Eligibility Criteria – limited to obligors resident in Australia

Deficiency in the Insured’s business records or systems Receivable Information System and Warranties by system provider protect the trust.

Insured Debts not legally recognised as due and owing to the Insured;

Transaction Opinion – true sale and enforceability of the contracts with the underlying obligors.

Any goods or services of a kind that is outside the scope of the Business Trade specified in the policy schedule.

Eligibility and random audits designed to prevent this occurrence.

Amounts in excess of the Policy Maximum Sum Insured Receivable Information System blocks any funding request over the limit.

61

Appendix 2 -Trade Credit Insurance JLT provides the role as the insurance broker and liaison between the insurer and the trust. They perform the following roles

Strategy Prepare and review claims history

Analyse Supplier and Borrower Risk Profile and identify any area(s) requiring attention / improvement

Determine risk tolerance (financial capacity and appetite to retain risk)

Model losses to determine their volatility, spread and impact on various retentions and market pricing

Identify opportunities to improve approach to insurable risk and/or business risk

Renewal of Policy Prepare an underwriting submission/risk prospectus and presentations designed to sell Avnet’s risk profile

to the insurance market

Underwriting submission sent to Insurers

Negotiation of scope of cover, limits, deductibles

Interim reporting on progress of negotiations

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Appendix 2 -Trade Credit Insurance Deliver renewal report(s) with options to determine preferred placement structure, deductibles and

alternative options

Execute agreed placement based on Avnet’s final instructions

Confirm final coverage terms, conditions and key issues going forward

Agree on requirements for premium funding and allocation

Check and deliver policy wordings

Provide invoices

Service Manage the day-to-day service requirements of the trust manager and trustee, as well as API

Monitor Borrower and Supplier business/risk profile and ensure that the program remains aligned with

needs

Monitor security of the insurer and advise on changes and developments in insurance products and the

market

Prompt attention to limit requests

Written opinions of borrowers based on information provided.

Provide feedback on lessons learned from losses

63

Appendix 2 -Trade Credit Insurance Conduct an independent Client Service Review and review JLT’s performance to ensure continuous

improvement

Claims

Management of claims to achieve an optimal outcome including coordination with Insurer and AMPAC.

Reconciliation of accounts to check for any breaches and to expedite payment of claims.

Assistance as required and as able to be provided with lawyer’s submissions e.g. in the case of preference

claims.

64

Appendix 3- Marketlend Loan Management System

Security

Hosted solution – by hosting our solution with Rebuilding Society.Com Ltd, they can control security and avoid the risk of inexpert use of the technology presenting an opportunity to criminals.

Regular updates – all components of the platform are subject to an update schedule to ensure Marketlend has the latest and most secure version of everything.

SSL encryption – all users connect to the site securely via SSL.

Data encryption – sensitive user data is stored encrypted on our database.

Controlled access – access to the server and certain areas of the platform is restricted to the office network.

Automatic log out – like online banking, our platform automatically logs users out after a certain period to protect their accounts.

Back-ups – regular back-ups protect your site’s data from accidental or malicious deletion.

65

Appendix 3- Marketlend Loan Management System

User Management

Accounts – lenders, borrowers and other users must create an account before using the service. Lost passwords can be reset by users who provide the necessary information.

Account types – such as Lender and Borrower define the areas and features of the site that can be accessed.

CRM – integrated CRM tool allows very basic logging of notes against users.

Verification – user accounts must have verified identities before they become active.

User funds management – user balances and transactions are calculated automatically. Admin users can easily view and filter this information.

Payment gateway integrations – the system can be integrated with payment gateway for adding funds.

Dashboard – the user dashboards allow them to see statements and advanced reports on their funding activity. Lenders can track the performance of their loan portfolio.

66

Appendix 3- Marketlend Loan Management System

Loan Applications

Easy application process – the application form helps applicants to input their information in a format that can be pre-populated to the opportunity’s public profile.

Administrator editing for applications – site administrators can preview and edit applications prior to them going live. This allows Marketlend to help users more familiar with traditional borrowing to prepare a compelling case for investment from the crowd.

Rich loan profile content – loan profiles can include text, financial data images embedded media, social integration and supporting documents.

Automatic status updating – once a loan goes live the system automatically tracks its status from its first bid to its final repayment.

Introducers – loans can be tracked against advisors and affiliates who introduce them to the platform.

67

Appendix 3- Marketlend Loan Management System

Loan Auctions

Manual bidding – allows lenders to manually offer amounts and rates of their choice.

Automatic bidding – lenders can configure their accounts to bid automatically on new opportunities according to their settings.

Auction – the bids with the most competitive interest rates are automatically for the final loan.

Bidding parameters – Marketlend can control the minimum and maximum amounts and interest rates of loan bids on a case-by-case basis, or apply filters according to categories such as risk rating.

Discussion – each loan profile features a discussion forum where borrowers can strengthen their case for funding by responding to lender questions.

Secondary market – segments of completed loan can be traded between lenders.

68

Appendix 3- Marketlend Loan Management System

Loan Completion

Confirmation – the borrower confirms their acceptance of the loan in the automated loan completion process.

Documentation – loan documents can be automatically generated containing the appropriate unique data.

Repayment calculations – the total repayments due over the loan terms are calculated automatically, including the amortisation of capital and interest repayments.

Payment gateways –payment gateway can be integrated to automatically set up repayments.

Repayments

Distribution of repayment amounts – repaid capital and interest are automatically distributed to the lenders according to the amounts and rates of their lending.

Late payment tracking – late repayments can be flagged for further action and the lenders notified.

69

Appendix 3- Marketlend Loan Management System

Communication

Automated email notifications – users are automatically kept informed throughout the lending process by email.

E-marketing

Content –WordPress-based platform allows Marketlend to easily write and change the pages of Marketlend site.

Blogging – by maintaining a regularly updated blog Marketlend improves search rankings and user engagement.

SEO – integrated on-page SEO tools make it easy to prepare Marketlend’s site for search.

70

Appendix 4- Marketlend Loan Management System

Disaster Recovery Measures

Tyndall Capital uses systems that are all hosted by the Supplier, with some form of escrow arrangement, for the offsite

housing of all system servers. Tyndall Capital requires all suppliers to ensure that all files are backed up daily, and on a

weekly basis, the backup files are physically relocated to another data storage provider.

Tyndall Capital Policies and Procedures include a succession policy, outsourcing policy and compliance policies. A copy

of all policies are available and also available on the website. Marketlend.com.au when launched.

Tyndall Capital backs up all data daily on a 2Tigabite hard disk physically held separately than any of the systems.

71

Appendix 4- Servicing Support

Disaster Recovery Plan

Tyndall Capital has a comprehensive disaster recovery plan (DRP) to minimise the revenue and operational impact of

an unexpected and unscheduled interruption to the service of all computer systems. It incorporates all system DRP.

The plan covers:

Back-up and Back-up Retention policy;

Offsite tape storage and storage rotation policies;

Tiered ‘Escalation’ plans based on likely length of outage and proportion of business effected;

Disaster Recovery Team organisational plans, designed to ensure the recovery progresses efficiently and effectively. Relevant staff have dedicated pagers and credit cards, with tiered expenditure approval outside the normal purchase order process;

Internal calling trees and vendor contact details;

Damage assessment and salvage;

Security and physical safety; and

Training, testing and evaluation of the DRP.

72

Appendix 5 – Marketlend Platform Screen Shot

73

Appendix 6 – Searches Conducted

Default Company Enquiry

<$20K

Marketlend Enquiry

Company / Business Identity

ACN/ABN/Veda File

Incorporation Details

Registered Address

Trading/Business Address

Line of Business

Shareholders

Registered Charges

Directors Identification

Industry Classification (if available)

Company History

Australian Business Number / GST Details

ASIC Document Listing

Company / Business Credit History

Credit Enquiries

Broker Enquiries

Mercantile Agent Enquiries

Defaults

Court Actions

Insolvency Notices

Director / Proprietor Information

Directors Other Boards

Directors Risk Score

Directors Individual Commercial / Consumer File

Directors Related Interests Summary Credit File

Directors Adverse Flag (includes court actions)

Directors Related Adverse Flag

Directors Court Actions

Failure / Adverse Score

Score ~

Factors

Warning Messages

Trade Payment Information (if available)*

Last 4 months payment summary ~

Late Payment Days Average ~

Late Payment Day Trend ~

Late Payment Day Industry Average ~

Late Payment Day Chart & History

Trade Payments Summary by Month

Trade Payments by Size

Trade Payment Individual References

PPS Registrations #

PPS Search Conducted on ACN

74

Appendix 7 – Qualifying Criteria – Company Trading History

By Default, all loans with Business status that don’t meet any of the Negative conditions or meet all the positive conditions are rated and placed for offer on the Marketlend platform

Negative Reject

Any of the conditions met

Company Status Not Equal To Registered

Company Court Action Amount in the last 2 years Greater Than $2,000

Director Admin Directorship Greater Than 0

Director Court Judgments Greater Than 2

Positive Approve

All conditions must be met

Company Status Equal To Registered

Company Court Action Count in the last 2 years Less than or Equal to 2

Company Court Action Amount in the last 2 years Less than or Equal to $2,000

Director Admin Directorship Equal To 0

Director Court Action Amount in the last 2 years Less than or Equal to $1,000

Time In Business Greater Than 1 year

75

Appendix 7 – Qualifying Criteria – Business Status

By Default, all loans with Business status that don’t meet any of the Negative conditions or meet all the positive conditions are rated and placed for offer on the Marketlend platform

Negative Reject

Any of the conditions met

Business Status Not Equal To Registered

Business Court Action Amount in the last 2 years Greater Than $2,000

Proprietor Admin Directorship Greater Than 0

Proprietor Court Action Amount in the Last 2 Years Greater Than $1,000

Proprietor Defaults Amount in the Last 2 Years Greater Than $1,000

Positive Approve

All conditions must be met

ABN Status Equal To Active

Business Status Equal To Registered

Business Court Action Count in the last 2 years Less than or Equal to 2

Business Court Action Amount in the last 2 years Less than or Equal to $2,000

Proprietor Admin Directorships Equal To 0

Proprietor Court Action Amount in the Last 2 Years Less than or Equal to $1,000

Proprietor Defaults Amount in the Last 2 Years Less than or Equal to $1,000

Time In Business Greater Than 1 year

76

Appendix 7 – Qualifying criteria – Proprietor Credit Summary

By Default, all loans with Business status that don’t meet any of the Negative conditions or meet all the positive conditions are rated and placed for offer on the Marketlend platform

Entity Type: Sole Trader, Partnership, Trust not registered with ASIC (does not have an NNI)

Negative Reject

Any of the conditions met

Proprietor Status Not Equal To Active

Proprietor Admin Directorship Greater Than 0

Proprietor Court Action Amount in the last 2 years Greater Than $1,000

Proprietor Defaults Amount in the last 2 years Greater Than $1,000

Positive Approve

All conditions must be met

Proprietor Status Equal To Active

Proprietor Admin Directorships Equal To 0

Proprietor Court Action and Defaults Count Less than or Equal to 2

Proprietor Court Action Amount in the Last 2 Years Less than or Equal to $1,000

Proprietor Defaults Amount in the Last 2 Years Less than or Equal to $1,000

Time In Business Greater Than 1 year

77

Appendix 8

Tyndall Support Arrangements – Sibling Solutions

All training materials, certification tests, and the like are provided to Tyndall Capital for review and approval at least three weeks before planned training. Tyndall Capital can provide Sibling Solutions Tyndall Capital certification tests to qualify our staff.

During training, agents will be told that their calls will be recorded and live-monitored. They must pass a final certification exam and perform a final, mock customer call that meets established performance criteria before they begin serving applicants. At this point, and after launch, Tyndall Capital will be offered the opportunity to place test calls to agents. Tyndall Capital has final say on the quality expectations and appropriate scoring for agents.

E-mail is also used to answer questions, send confirmation letters, and perform tasks such as resending application forms.

Agents will respond to emails within one business day, this does not include responses acknowledging receipts. Cases will be escalated to the appropriate queue within one business day. Phone, chat, and e-mail communications rely on approved content.

If nothing in the content repertoire can address a particular inquiry, Siblings Solutions will use their escalation process, which is integrated into Tyndall Capital processes, to forward the question to Tyndall Capital management for an approved response. When the answer is communicated back to the agent or to the borrower, Siblings Solutions update our library of contact centre scripts for future use. As with telephone calls, chat messages are monitored and then archived for 12 months.

78

Calls will be recorded and archived for one year and provided to Tyndall Capital within 24 hours of the request. Siblings Solutions provides the ability to live monitor calls in the contact centre.

Siblings Solutions will proactively report issues to Tyndall Capital Management. A high severity level indicates the unavailability of a service or services to borrowers. An example would be borrowers not being able to access the contact centre, or certain agent seats are not available. These incidents are worked daily, with a resolution time of no more than two weeks. When an incident is detected, Siblings Solutions follow the basic steps: 1. Detect the incident.

2. Ticket the incident.

3. Establish the severity of the incident, based on the scope and impact.

4. Assign the incident to a “fix agent”; a person who is responsible for resolving the issue.

5. Send notifications to affected stakeholders.

6. Monitor the incident until resolved.

7. Escalate the incident if it exceeds the pre-established thresholds of: High, 4 hours; Medium, 24 hours; Low,

72 hours.

8. Inform stakeholders once the issue is resolved.

79

Appendix 9

Historical loss history

Historical loss history is unavailable for the present upcoming transaction however Euler Hermes has been able to provide

some loss history on their performance for insured working capital loans.

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Disclaimer Please note that this presentation contains an outline of the transaction which could be applicable to a financing of

this type. It does not purport to specify or summarise all of the terms and conditions that would be applicable. Transaction documentation would contain representations and warranties, general undertakings, events of default and reporting requirements in a form customary or appropriate to the type of financing provided.

This presentation is confidential to the recipient and should not be disclosed in whole or in part to any other person without the prior written consent of the Tyndall Capital Pty Ltd (Tyndall). To the fullest extent permissible by law, Tyndall expressly advises that it is not liable in any way whatsoever for any loss or damage which may be suffered by any person relying on any information, opinions, recommendations or conclusions contained in this document or otherwise arising in connection with the content of or omission from this document. There is no certainty that the parameters and assumptions used for the preparation of this document can be duplicated in an actual transaction. In the event of any inconsistency between this document and the legal documentation related to any future transaction or other financial accommodation that Tyndall may arrange, the legal documentation shall prevail. All definitions can be found in the transaction documents.

This presentation should be read in conjunction with the term sheets provided and appendices referred to in the presentation.

Tyndall Capital is an AFSL authorised representative no. 415909.

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Contacts

Tyndall Capital JLT Australia

Leo Tyndall Kerin Rathgeber

Managing Director General Manager Trade Credit

P: 02 80680828 P:03 96131415

F: 02 92370543 F: 03 96143600

M: 0412969941 M: 0414401965