DEED OF ASSIGNMENT OF DEBT

BETWEEN

BUSINESS
(ACN)

AND

BUSINESS
(ACN)

DEED OF ASSIGNMENT OF DEBT

Minicozzi Lawyers
Suite 4/17 Hackney Road
HACKNEY SA 5069
Ph: (08) 8363 2460
E-Mail: office@minicozzilawyers.com
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DEED OF ASSIGNMENT OF DEBT

THIS DEED OF is made the day of 202

BETWEEN: Party 1 (ACN ) of in the State of South Australia (the “Assignor”);

AND Party 2 (ACN ) of in the State hereinbefore mentioned (the “Assignee”);

AND Party 3 (ACN ) of in the State hereinbefore mentioned (the “Borrower”),

(collectively, the “Parties”).

WHEREAS:

A. The Assignor is the Lender pursuant to Loan Agreement dated the # # # (the “Loan
Agreement”) made between the Assignor and the Borrower therein named.

B. Clause # of the Loan Agreement entitles the Assignor the right to assign its interest in the
loan without recourse to the Borrower.

C. The Assignor desires to assign all its rights, title, and interest in the Loan Agreement to the
Assignee, and the Assignee agrees to accept such assignment subject to the terms and
conditions set forth herein.

D. The Borrower consents to the assignment.

E. The Parties now enter this Deed to formalise the terms of the Parties’ agreement.

NOW THIS DEED WITNESSETH as follows:

1. Definitions and Interpretation

1.1. Definitions

In this document, unless the context otherwise requires, the following words have the
following meanings:

(a) Authorised Officer means any director, secretary, manager (whether general,
executive or otherwise) or legal counsel of the Parties and any person for the time
being acting in one or more of those capacities;

(b) Business Day means a day on which banks are open for business in Adelaide, other
than a Saturday, Sunday or public holiday in accordance with the Holidays Act 1910
(SA);

(c) Debt means #;

(d) Deed means the terms of this Deed contained or implied in this memorandum and any
schedules or annexure to this memorandum and any amendment in writing signed by
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or on behalf of or under seal by each party from time to time and or otherwise required
by the provisions herein;

(e) Effective Date means the # # #;

(f) Party means either the XYZ or XYZ as the context so requires;

1.2. Interpretation

In this document, unless the contrary intention appears:

(a) words denoting the singular include the plural and vice versa;

(b) words of expressions importing a gender includes all genders;

(c) headings and the table of contents (if any) are for convenience only and do not affect
interpretation;

(d) reference to any document is a reference to that document (and, where applicable, any
of its provisions) as amended, novated, supplemented or replaced from time to time;

(e) a reference to a recital, clause, schedule or annexure is to a recital, clause (including

sub-clause, paragraph, sub-paragraph or further subdivision of a clause), schedule or
annexure of or to this document and a reference to a paragraph is to a paragraph in a
schedule;

(f) words or expressions given meaning in the Recitals have the same meaning in the
body of this Deed;

(g) where a word or expression is defined or given meaning, another grammatical form
has a corresponding meaning;

(h) references to include, including, for example, or such as are not used as, nor to be
construed as words or phrases of limitation;

(i) if the word “and” appears at the end of the penultimate item in a list, all of the
preceding items in the list are to be read as if the word “and” appeared at the end of
each;

(j) a reference to a person or entity includes a natural person, a partnership, corporation,

trust, association, unincorporated body, authority or other entity and that party’s
executors, administrators, successors and permitted assigns;

(k) words or expressions denoting individuals include corporations, firms, unincorporated

bodies, government authorities and instrumentalities;

(l) where consent, agreement, acceptance or approval is required from the either Party, it
means prior written consent, agreement, acceptance, or approval which consent or
approval shall not be unreasonably delayed or withheld;
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(m) a group of persons or things is a reference to any two or more of them jointly and to
each of them individually;

OPERATIVE CLAUSES

2. Accuracy of Recitals

The Parties mutually acknowledge and agree that the Recitals are true and correct in every material
particular and are deemed to form part of this Deed, however, should any fact or matter referred to
in those Recitals be inconsistent with any term or provision appearing in this Deed, the Recitals
shall be read as subject to that term or provision.

3. Assignment of Loan Agreement:

3.1. The Assignor, as of the Effective Date, hereby assigns, transfers, and conveys to the
Assignee all its rights, title, interest, and obligations in and to the Loan Agreement, including
the outstanding principal amount, accrued (unpaid) interest, and all associated rights,
benefits, and remedies.

4. Tge assugbbior as the legal and veeficial owner of the Debt hereby absolutely passes, assigns and
transfers the legal and equitable right and owenerhips to the whole of the debt to the Assisngee with
the intebnt that the Assignnee shall from epress notice in writing signed byt hr Assignor being given
to the Debot such Debt shall be and be deemed to have been effectively eassigneed ast both law and
in equit.
5.

5.1. The Assignor represents and warrants to the Assignee that the Loan Agreement is valid,
enforceable, and in full force and effect, and that the Assignor has not transferred or
encumbered its rights under the Loan Agreement in any manner inconsistent with this
assignment
And the assignment is free of all moretages, charges and encumberances of whatsoever
kind or nature.

6. Assumption of Obligations

The Assignee hereby assumes and agrees to perform, comply with, and be bound by all the terms,
covenants, conditions, and obligations of the Assignor under the Loan Agreement.

7. Consent by Borrower

The Borrower consents to the assignment of the Assignor's interest in the Loan Agreement to the
Assignee, and agrees and undertakes to be bound by same.

8. Release and Indemnification

The Assignor agrees to indemnify and hold the Assignee harmless from any losses, damages, costs,
expenses, or claims arising out of or in connection with the Loan Agreement prior to the Effective
Date of this Deed.

9. Stamp duty
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9.1. The Assignee must promptly pay and stamp duty assessed as payable in respect of the
assignment to it of the Debt and must also pay all other fees payable in respect of the
assignment of the Debt.

9.2. The Assignee indemnifies the Assignor against any and all liability to pay stamp duty in
respect of this assignment. The reference to stamp duty includes any liability to pay any fine,
penalty, or an additional sum as a consequence of any late lodgement or non-payment of the
initial duty.

GENERAL PROVISIONS

10. Severability

If part or all of any provision of this Deed is illegal or unenforceable it will be severed from this
Deed and will not affect the continued operation of the remaining provisions of this Deed.

11. Performance of Agreement

The Parties will each perform this Deed and will sign or execute all such deeds, instruments,
transfers or other documents as may be necessary or desirable to give full effect to the provisions of
this Deed and do all acts which are necessary or incidental to the performance of this Deed.

12. Counterparts

This Deed may be executed in any number of counterparts, each of which is taken to be an original,
all counterparts are taken to constitute one instrument, an executed counterpart may be delivered by
facsimile or email and where facsimile or email counterparts are used, original counterparts are to
exchanged as soon as practical, however, the failure to exchange counterparts will not affect the
validity of this Deed.

13. Entire Agreement

This Deed contains the entire understanding between the Parties, supersedes all prior and
contemporaneous agreements or understandings, and may only be amended in writing and signed
by both Parties.

14. Variation

This Deed may only be varied or modified by further written agreement by each of the Parties.

15. Cost of Deed

Each party will bear its own costs and other costs and expenses in relation to the preparation and
execution of this Deed.

16. Time of the Essence

16.1. In this Deed, time shall be of the essence.

16.2. No extension of time, forbearance or indulgence granted by the Parties shall constitute any
variation of this Agreement.
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17. Governing Law

This Deed is governed by the laws of South Australia. Each party submits to the non-exclusive
jurisdiction of the Courts of South Australia in connection with any action or proceeding which
may be brought at any time in any way relating to this Deed.

18. Successors and Assigns

This Deed shall bind and enure for the benefit of the parties and their respective successors and
assigns but neither party shall assign this Deed or all or any of its rights, duties or obligations under
this Deed without the prior written consent of the other party, which consent shall not unreasonably
be withheld.

19. Effect as a Deed

This Deed is intended to be and shall take effect as a Deed notwithstanding any lack of formality in
its form, execution or attestation.

AND the Parties hereto have hereunto set their hands and seals on the day and year hereinbefore
mentioned.

EXECUTED as a DEED

For and on behalf of

(ACN )
by the authority of its Director and Secretary
in accordance with s127 of the Corporations Act 2001 (Cth):

…………………………………..
XYZ – Director/Secretary

…………………………………..
XYZ – Director/Secretary

SIGNED SEALED )
AND DELIVERED )
by the said )
in the presence of: ) …………………………………
Name of Person

…………………………………..
Witness Signature

…………………………………..
Print Witness Name

…………………………………..
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Print Witness Address

…………………………………..
Print Witness Contact Number

CONSENT BY BORROWER

SIGNED SEALED )
AND DELIVERED )
by the said )
in the presence of: ) …………………………………
Name of Person

…………………………………..
Witness Signature

…………………………………..
Print Witness Name

…………………………………..
Print Witness Address

…………………………………..
Print Witness Contact Number