Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time. "Administration Agreement" means the Administration Agreement dated on or about February 14, 2024, among the Company, the Trust, and the Member (in its capacity as administrator), as the sam

Section 1.2 — Rules of Construction Unless the context otherwise requires, (a) words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders; (b) all references to "including" or "include" shall mean "including, without limitation" or "include, without limitation," and shall not be construed to limit any general statement to the specific or similar item

ARTICLE II — FORMATION AND PURPOSE

Section 2.1 — Formation The Company was formed as a limited liability company under the Act on January 30, 2024, upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware. The name of the Company is "SkyLend Funding LLC." A copy of the Certificate of Formation, as filed, is attached hereto as Exhibit A and incorporated herein by reference. The rights, powers, duties, obligat

Section 2.2 — Name The business of the Company shall be conducted under the name "SkyLend Funding LLC." The Company may also conduct business under such other names as the Manager may determine from time to time; provided, however, that any such name shall comply with the requirements of the Act and shall not be likely to cause confusion with the name of the Member, the Trust, or any other affiliate unless such use i

Section 2.3 — Registered Office; Registered Agent The registered office of the Company in the State of Delaware shall be located at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801. The registered agent of the Company at such address shall be Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Manager may change the registered office or the registered agent, or both, from time to tim

Section 2.4 — Principal Office The principal place of business of the Company shall be located at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801. The Manager may change the principal office of the Company from time to time upon written notice to the Member; provided, however, that any change of principal office shall be consistent with the separateness covenants set forth in Article VII and shall not adve

Section 2.5 — Purposes and Permitted Activities The Company is organized for the following limited purposes, and shall not engage in any other business, activity, or undertaking (collectively, the "Permitted Activities"): (a) To purchase or otherwise acquire from Skybridge Fintech Ltd. unsecured consumer installment-loan receivables originated through the SkyLend platform, and all related rights, interests, and prope

Section 2.6 — Term The term of the Company shall commence on the date of the filing of the Certificate of Formation with the Secretary of State of the State of Delaware and shall continue in perpetuity unless and until the Company is dissolved in accordance with Article IX of this Agreement and a Certificate of Cancellation is filed with the Secretary of State of the State of Delaware. The Company shall not be dissol

Section 2.7 — Employer Identification Number The Employer Identification Number of the Company assigned by the Internal Revenue Service is 93-4187620. The Manager shall ensure that the Company uses such number in connection with all filings, reports, returns, and other documents required by applicable law.

Section 3.1 — Sole Member Skybridge Fintech Ltd., a Delaware corporation, is the sole member of the Company. The address of the Member is 1400 Market Street, Suite 1210, Wilmington, Delaware 19801. The Employer Identification Number of the Member is 84-3291076. The Member acknowledges that it is the sole member of the Company and that no other person or entity has been admitted as a member of the Company as of the da

Section 3.2 — Powers of the Member The Member shall have the following powers with respect to the Company: (a) To appoint and remove the Manager in accordance with Section 6.5 of this Agreement; (b) To appoint and remove the Independent Manager, subject to the provisions of Section 6.3 of this Agreement, including the requirement that no removal or replacement of the Independent Manager shall be effective without the

Section 3.3 — Liability of the Member The Member shall not be liable for the debts, obligations, or liabilities of the Company solely by reason of being a member of the Company. The liability of the Member for the debts, obligations, and liabilities of the Company shall be limited to the fullest extent permitted by the Act and other applicable law. Except as otherwise required by the Act or as expressly provided in t

Section 3.4 — Sole Member Acknowledgment The Member acknowledges that the Company is a single-member limited liability company. As such, the Company is intended to be treated as a disregarded entity for federal income tax purposes within the meaning of Treasury Regulations Section 301.7701-3(b)(1)(ii), and all items of income, gain, loss, deduction, and credit of the Company shall be reported on the federal income ta

ARTICLE IV — CAPITAL CONTRIBUTIONS AND MEMBERSHIP INTEREST

Section 4.1 — Initial Capital Contribution The Member has made an initial capital contribution to the Company of Ten Dollars ($10.00) in cash, which was contributed upon the formation of the Company. Additional capital contributions may be made from time to time at the sole discretion of the Member; provided, however, that no additional capital contributions shall be required to be made by the Member. The Manager sha

Section 4.2 — Membership Interest The Member holds one hundred percent (100%) of the membership interests in the Company. No certificates shall be issued to represent the membership interest. The membership interest of the Member represents the Member's entire economic interest in, and rights with respect to, the Company, including the right to receive distributions, allocations of profits and losses, and the right t

Section 4.3 — Return of Capital No Member shall have the right to withdraw or receive a return of its capital contribution except as provided in Article IX upon dissolution of the Company, and then only to the extent of any remaining assets after satisfaction of all of the Company's liabilities and obligations to its creditors, including under the Transaction Documents. The Member shall not have any right to demand a

Section 4.4 — No Interest on Capital No interest shall accrue or be payable on any capital contribution made by the Member to the Company. The Company shall not be obligated to pay interest on any capital contribution or to provide any return on any capital contribution, except to the extent of distributions made in accordance with Section 5.2 or Article IX.

ARTICLE V — ALLOCATIONS AND DISTRIBUTIONS

Section 5.1 — Allocations of Profit and Loss All items of income, gain, loss, deduction, and credit of the Company shall be allocated solely to the Member, as the sole member of the Company. Because the Company is treated as a disregarded entity for federal income tax purposes, all such items shall be reported on the federal income tax return of the Member and shall be treated for federal income tax purposes as items

Section 5.2 — Distributions Distributions of available cash or other property of the Company shall be made to the Member at such times and in such amounts as the Manager shall determine in the Manager's sole discretion; provided, however, that: (a) No distribution shall be made if, after giving effect to such distribution, the Company would not be able to pay its debts as they become due in the ordinary course of bus

Section 6.1 — Management by Manager The business and affairs of the Company shall be managed by a Manager. The initial Manager of the Company shall be Danielle Prescott, who is the Chief Financial Officer of Skybridge Fintech Ltd. The Manager shall have the authority to take all actions on behalf of the Company that are consistent with the Permitted Activities set forth in Section 2.5, subject to the restrictions set

Section 6.2 — Authority of Manager Subject to the limitations set forth in this Agreement, the Manager shall have the power and authority to manage the business and affairs of the Company and to take all actions that the Manager deems necessary, appropriate, or advisable in connection with the Permitted Activities, including, without limitation, the following: (a) To execute and deliver, on behalf of the Company, any

Section 6.3 — Independent Manager (a) Requirement. The Company shall at all times have at least one (1) Independent Manager. The Independent Manager shall be a natural person who satisfies all of the following qualifications: (i) Is not, and has not been at any time during the immediately preceding five (5) years, a member, manager, officer, director, employee, affiliate, associate, supplier, or creditor of the Compa

Section 6.4 — Restrictions on Manager Authority Notwithstanding any other provision of this Agreement, the Manager shall not cause or permit the Company to: (a) Engage in any business or activity other than the Permitted Activities set forth in Section 2.5; (b) Merge, consolidate, or enter into any combination, recapitalization, or reorganization with any other entity; (c) Take any Material Action without the prior u

Section 6.5 — Resignation and Removal of Manager (a) Resignation. The Manager may resign at any time by giving not less than thirty (30) days' prior written notice to the Member. Such resignation shall take effect at the end of such thirty (30) day period or upon the earlier appointment of a successor Manager by the Member. (b) Removal. The Member may remove the Manager at any time, with or without cause, by written

Section 6.6 — Officers The Manager may, from time to time, appoint one or more officers of the Company, including a President, one or more Vice Presidents, a Secretary, a Treasurer, or such other officers as the Manager may deem appropriate, to carry out the day-to-day activities of the Company within the scope of the Permitted Activities. Each officer shall have such duties and authority as may be delegated by the M

ARTICLE VII — SPECIAL-PURPOSE ENTITY COVENANTS (SEPARATENESS COVENANTS)

Section 7.1 — Separateness Covenants The Company hereby covenants and agrees that, from and after the date of this Agreement and for so long as any obligations of the Trust under the Indenture, or any obligations of the Company under the Transaction Documents, remain outstanding (and for a period of one (1) year and one (1) day following the payment in full of all such obligations), the Company shall comply with the

Section 7.2 — Material Actions Requiring Independent Manager Consent (a) No Material Action shall be taken by the Company, and neither the Member nor the Manager shall cause or permit the Company to take any Material Action, without the prior unanimous written consent of both the Manager and the Independent Manager. For the avoidance of doubt, the Independent Manager shall have the right to vote on, consent to, or wi

Section 7.3 — Non-Petition Covenant The Member hereby covenants and agrees that it will not, at any time, institute or cause to be instituted against the Company any case, proceeding, or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, or relief of debtors, seeking to have an order for relief entered with respect to the Company

ARTICLE VIII — EXCULPATION AND INDEMNIFICATION

Section 8.1 — Exculpation No Covered Person shall be liable to the Company, the Member, or any other person for any loss, damage, claim, liability, cost, or expense (including attorneys' fees) incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed by such Covered Person to be within the scope of the authority con

Section 8.2 — Indemnification (a) The Company shall, to the fullest extent permitted by the Act and other applicable law, indemnify, defend, and hold harmless each Covered Person from and against any and all losses, claims, damages, judgments, fines, penalties, liabilities, costs, and expenses (including reasonable and documented attorneys' fees and expenses of investigation and litigation) of every kind and nature,

Section 8.3 — Independent Manager Indemnification The Independent Manager shall be entitled to the same exculpation and indemnification protections set forth in Sections 8.1 and 8.2 as are afforded to other Covered Persons. In addition to and without limiting the foregoing, the Independent Manager shall have no personal liability for acting in good faith in connection with any vote on or consent to a Material Action,

ARTICLE IX — DISSOLUTION AND WINDING UP

Section 9.1 — Events of Dissolution The Company shall be dissolved only upon the occurrence of any of the following events: (a) A determination by the Member to dissolve the Company, with the prior unanimous written consent of the Independent Manager as a Material Action under Section 7.2; (b) The entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or (c) The occurrence of any ev

Section 9.2 — Winding Up Upon dissolution of the Company in accordance with Section 9.1, the Manager (or, if no Manager is then serving, the Member or such other person as may be designated by the Member) shall wind up the Company's affairs in accordance with the Act. The winding up of the Company shall include the following: (a) The payment, satisfaction, or discharge of all of the Company's debts, liabilities, and

Section 9.3 — No Recourse to Member The creditors of the Company shall have no recourse to the personal assets of the Member or to any other assets of the Member that are not assets of the Company. The Member's liability for the debts, obligations, and liabilities of the Company is limited to the Member's capital contribution to the Company, and no creditor of the Company shall have any right to compel the Member to

ARTICLE X — BOOKS, RECORDS, AND TAX MATTERS

Section 10.1 — Books and Records The Manager shall cause the Company to maintain at its principal office, or at such other location as the Manager may determine, complete and accurate books and records of the Company's business and affairs, including the following: (a) A current list of the full name and last known business, residence, or mailing address of the Member; (b) A copy of the Certificate of Formation, this

Section 10.2 — Tax Treatment The Company, as a single-member limited liability company with Skybridge Fintech Ltd. as sole member, is intended to be treated as a disregarded entity for federal income tax purposes within the meaning of Treasury Regulations Section 301.7701-3(b)(1)(ii). Neither the Company nor the Member shall make any election under Treasury Regulations Section 301.7701-3 or otherwise to treat the Com

Section 10.3 — Fiscal Year The fiscal year of the Company shall be the calendar year, commencing on January 1 and ending on December 31 of each year. The initial fiscal year of the Company shall commence on the date of formation of the Company and shall end on December 31, 2024.

ARTICLE XI — TRANSFER OF MEMBERSHIP INTEREST

Section 11.1 — Restrictions on Transfer The Member shall not sell, assign, transfer, convey, pledge, hypothecate, encumber, or otherwise dispose of all or any portion of its membership interest in the Company, whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of the Independent Manager. Any purported transfer in violation of this Section

Section 11.2 — Admission of Additional Members No additional members shall be admitted to the Company without the prior written consent of the Member and the Independent Manager. Any admission of additional members shall be subject to the conditions and limitations set forth in Section 11.1(a) through (f), mutatis mutandis, and shall not adversely affect the Company's bankruptcy-remoteness, its status as a special-pu

Section 12.1 — Amendments This Agreement may be amended, modified, restated, or supplemented only by a written instrument executed by the Member and approved in writing by the Independent Manager. No amendment to this Agreement shall be effective unless made in compliance with this Section 12.1. Notwithstanding the foregoing, no amendment to this Agreement shall be effective if such amendment would: (a) Adversely aff

Section 13.1 — Governing Law This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware (including the Act), without regard to any conflict of laws principles that would require the application of the laws of any other jurisdiction. The parties hereby submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court

Section 13.2 — Entire Agreement This Agreement (including the Exhibits attached hereto) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof