Contract analysis

I. Executive Summary This memorandum summarizes the findings of the legal due-diligence review performed by Calderwood & Harkness LLP ("C&H") on Skybridge Fintech Ltd. ("SBF" or the "Company") in connection with SBF's role as originator, sponsor, seller, and initial servicer in the proposed $200,000,000 consumer-receivables securitization to be issued through SkyLend Receivables Trust 2024-1 ("SRT 2024-1" or the "Tru

II. Scope and Methodology A. Scope of Engagement C&H was retained as issuer's counsel in connection with the proposed SRT 2024-1 securitization pursuant to an engagement letter dated January 25, 2024, executed by Tomás Reyes on behalf of SBF and by Theodore Langston on behalf of C&H. The scope of C&H's engagement encompasses the provision of legal services in connection with the structuring, documentation, and closin

1. Corporate and Organizational Documents. SBF's Certificate of Incorporation (as amended and restated), Amended and Restated Bylaws, and related corporate organizational documents, including the Company's stock ledger and capitalization table.

2. Board Resolutions and Secretary's Certificates. Resolutions of the Board of Directors of SBF authorizing the proposed securitization and related transactions, together with secretary's certificates certifying incumbent officers, authorized signatories, and the authenticity of governing documents.

3. SkyLend Funding LLC Formation Documents. Certificate of Formation of SkyLend Funding LLC, filed with the Delaware Secretary of State on January 30, 2024 (EIN: 93-4187620), and the Limited Liability Company Agreement of SkyLend Funding LLC, dated as of January 30, 2024, designating SBF as the sole member and Danielle Prescott as Manager, and including separateness covenants, bankruptcy-remoteness provisions, and in

4. Trust Formation Documents. Trust Agreement of SkyLend Receivables Trust 2024-1, dated as of February 14, 2024 (EIN: 93-4201855), between SkyLend Funding LLC, as depositor, and Keymark Trust Company, N.A. (600 North King Street, Wilmington, Delaware 19801), as owner trustee (trust officer: Elaine Marchetti), including limited-purpose provisions, separateness covenants, and restricted-activity clauses.

5. Credit Policy and Underwriting Documents. SBF Credit Policy and Underwriting Guidelines Manual, Version 4.2, effective September 2023, including all appendices, credit-scoring model documentation, and exception-approval procedures.

6. Sample Loan Documentation. Representative sample of executed loan documents, including standard-form promissory notes, loan agreements, Truth in Lending Act disclosure statements, and borrower-consent forms for electronic records and signatures.

7. Master Servicing Agreement. Master Servicing Agreement dated as of October 1, 2022, between SBF and Clearview Loan Servicing, Inc. (the "MSA"), together with Amendment No. 1 to the MSA, executed March 18, 2024 (collectively, the "Servicing Documents").

8. Clearview Due-Diligence Package. Clearview's operational due-diligence package, including descriptions of servicing operations, staffing, technology platforms, disaster-recovery procedures, regulatory-compliance certifications, and servicing-performance metrics.

9. Audited Financial Statements. SBF's audited consolidated financial statements for the fiscal years ended December 31, 2022, and December 31, 2023, prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and audited by Rowland & Cross LLP (engagement partner: Nathan Delacroix), together with the related independent auditor's reports.

10. State Lending License Register and Compliance Certifications. SBF's internal register of state lending licenses, including license numbers, issuing jurisdictions, effective dates, and expiration dates, together with associated compliance certifications and renewal applications.

11. Consumer Complaint Logs and Regulatory Correspondence. SBF's consumer-complaint tracking logs for the period from January 1, 2022, through December 31, 2023, and correspondence with state and federal regulators, including examination reports and response letters.

12. Technology Platform Documentation. Documentation describing the SkyLend platform architecture, data-flow diagrams, system-security specifications, encryption protocols, access-control frameworks, and disaster-recovery and business-continuity plans.

13. Internal Compliance Policies. SBF's internal compliance-policy manuals, including policies addressing fair lending, Bank Secrecy Act / Anti-Money Laundering ("BSA/AML") compliance, data privacy and security, Servicemembers Civil Relief Act ("SCRA") compliance, and complaint management.

14. Loan-Tape Extracts and Portfolio Stratification Tables. Loan-level data extracts and portfolio stratification tables as of December 31, 2023, provided by SBF and Clearview, including distributions by loan balance, coupon rate, FICO score at origination, geographic location, loan term, seasoning, and delinquency status.

15. Halcyon Engagement Letter. Underwriting engagement letter between SBF and Halcyon Securities LLC, dated February 20, 2024 (deal reference: HLC-ABS-2024-017), setting forth the terms of Halcyon's engagement as sole bookrunning manager and initial purchaser.

16. Rating-Agency Engagement Letters. Engagement letters with Meridian Credit Ratings, Inc., dated February 28, 2024, and Carrollton Ratings Group LLC, dated February 28, 2024, each setting forth the terms of the respective agency's engagement to rate the Class A Notes and Class B Notes issued by SRT 2024-1. C. Personnel Interviewed In addition to the documentary review described above, C&H conducted in-person and te

1. Arun Mehta — Chief Executive Officer and Co-Founder, Skybridge Fintech Ltd. (in-person interview, February 19, 2024).

2. Danielle Prescott — Chief Financial Officer, Skybridge Fintech Ltd. (in-person interview, February 20, 2024; follow-up telephone call, March 8, 2024).

3. Tomás Reyes — General Counsel, Skybridge Fintech Ltd. (multiple in-person and telephonic discussions throughout the review period).

4. Priya Venkatesh — Vice President of Credit and Underwriting, Skybridge Fintech Ltd. (in-person interview, February 21, 2024).

5. James Huang — Chief Technology Officer, Skybridge Fintech Ltd. (in-person interview, February 22, 2024).

6. Rebecca Moorfield — Chief Compliance Officer, Skybridge Fintech Ltd. (in-person interview, February 22, 2024; follow-up telephone call, March 12, 2024).

7. Meredith Sloane — Vice President of Operations, Clearview Loan Servicing, Inc. (telephone diligence call, March 1, 2024; follow-up call, March 15, 2024). D. Limitations The due-diligence review described in this memorandum is based upon the documents, data, and information provided to C&H by SBF management, SBF's outside advisors, Clearview, and Halcyon. C&H has relied upon the accuracy and completeness of the mat

III. Corporate Organization and Good Standing A. SBF Corporate Status Skybridge Fintech Ltd. is a corporation organized under the laws of the State of Delaware. C&H reviewed a certified copy of SBF's Certificate of Incorporation, as amended and restated, which was originally filed with the Delaware Secretary of State and reflects the Company's authorized capital structure, including provisions for authorized common s

IV. Business Overview and Loan-Origination Practices A. Platform Overview — SkyLend SkyLend is a direct-to-consumer digital lending platform operated by SBF that originates unsecured consumer installment loans. The platform was launched in approximately 2019 and has since grown to become a significant participant in the online consumer-lending market. SkyLend offers fixed-rate, fully amortizing unsecured consumer ins

V. Receivables Pool — Proposed Characteristics A. Pool Statistics (Proposed Cut-Off Date: March 31, 2024) Based on the loan-tape extracts and portfolio-stratification data provided by SBF and Clearview, the proposed SRT 2024-1 receivables pool, as of the anticipated cut-off date of March 31, 2024, is expected to have the following general characteristics: The gross aggregate outstanding principal balance of approxima

VI. Regulatory Compliance A. State Lending Licenses SBF originates consumer loans through the SkyLend platform in multiple states across the United States. As a non-bank lender, SBF is required to obtain and maintain state lending licenses or registrations in the states in which it originates loans, unless an exemption from licensing is available. C&H reviewed SBF's internal state lending license register, which cata

1. Truth in Lending Act (TILA) / Regulation Z C&H reviewed SBF's TILA disclosure practices, including the standard-form TILA disclosure statements provided to borrowers in connection with each loan origination. The disclosure statements were reviewed for compliance with Regulation Z (12 C.F.R. Part 1026) and were found to include the required disclosures, including the annual percentage rate (APR), the finance charge

2. Equal Credit Opportunity Act (ECOA) / Regulation B C&H reviewed SBF's fair-lending policies and practices for compliance with the Equal Credit Opportunity Act ("ECOA") and its implementing regulation, Regulation B (12 C.F.R. Part 1002). ECOA prohibits discrimination in any aspect of a credit transaction on the basis of race, color, religion, national origin, sex, marital status, age, receipt of public-assistance i

3. Fair Credit Reporting Act (FCRA) SBF furnishes consumer-credit information to credit bureaus in connection with its lending activities and is therefore subject to the obligations imposed on "furnishers" of information under Section 623 of the Fair Credit Reporting Act ("FCRA") (15 U.S.C. §1681s-2). C&H reviewed SBF's furnisher policies and procedures, including its processes for investigating consumer disputes and

4. Servicemembers Civil Relief Act (SCRA) SBF maintains SCRA compliance policies and procedures designed to ensure that the Company complies with the protections afforded to active-duty servicemembers under the Servicemembers Civil Relief Act (50 U.S.C. §§3901–4043). The Company's SCRA policies include procedures for identifying borrowers who enter active military service after the origination of their loans and for

5. Electronic Fund Transfer Act (EFTA) / Regulation E C&H reviewed SBF's compliance with the Electronic Fund Transfer Act ("EFTA") and its implementing regulation, Regulation E (12 C.F.R. Part 1005), in connection with the Company's use of ACH transfers for loan funding and payment collection. SBF's ACH authorization forms were reviewed and found to include the required disclosures and authorizations. SBF's error-res

6. Gramm-Leach-Bliley Act (GLBA) / Privacy SBF's privacy policy was reviewed for compliance with the Gramm-Leach-Bliley Act ("GLBA") and its implementing regulations, including Regulation P (12 C.F.R. Part 1016). The Company's privacy policy describes the categories of nonpublic personal information collected by SBF, the categories of third parties to which such information may be disclosed, and the consumer's right

VII. Servicing Arrangements and Oversight of Clearview Loan Servicing, Inc. A. Overview of Servicing Structure Under the proposed SRT 2024-1 transaction structure, SBF will serve as the "servicer" under the Sale and Servicing Agreement. In this capacity, SBF will be contractually responsible for the servicing, administration, and collection of the receivables in the pool, including the obligation to service the recei