Contract analysis

I. EXECUTIVE SUMMARY This memorandum sets forth the procedures, actions, notifications, and cost reconciliation required to effectuate the formal termination of the proposed $200,000,000 consumer-receivables securitization through SkyLend Receivables Trust 2024-1 (the "Trust" or "SRT 2024-1"), and the orderly wind-down of all related transaction arrangements. This memorandum is intended to serve as a comprehensive ro

1. Workstream 1: Formal termination of the Preliminary Purchase Agreement with Halcyon Securities LLC, including expense-reimbursement obligations and preservation of rights;

2. Workstream 2: Notifications to all service providers and counterparties, including trustees, rating agencies, auditors, the printer, and — critically — Clearview;

3. Workstream 3: Dissolution of SkyLend Receivables Trust 2024-1 and wind-up of SkyLend Funding LLC;

4. Workstream 4: Document-retention requirements, including implementation of a formal litigation hold;

5. Workstream 5: Sunk transaction cost reconciliation, aggregating $1,779,150 in total sunk costs; and

6. Workstream 6: Transition to litigation-phase representation, encompassing the Clearview indemnification claim, defense against any Halcyon dispute, securities-law exposure monitoring, and coordination with Pinnacle. We recommend that the formal termination date be May 8, 2024, and that all termination notices be delivered on that date. C&H is prepared to finalize and circulate the necessary documents upon authoriz

II. BACKGROUND AND PROCEDURAL HISTORY A. Transaction Overview The proposed transaction was structured as a Rule 144A / Regulation S private placement of asset-backed notes secured by a pool of unsecured consumer installment-loan receivables originated by Skybridge Fintech Ltd. through its proprietary SkyLend online lending platform. The aggregate deal size was $200,000,000, with the following capital structure: • Cla

III. WORKSTREAM 1: FORMAL TERMINATION OF THE PRELIMINARY PURCHASE AGREEMENT WITH HALCYON SECURITIES LLC A. Termination Mechanics Under the PPA The proposed transaction was to be effected pursuant to a Preliminary Purchase Agreement (the "PPA") among SkyLend Receivables Trust 2024-1, as issuer, Skybridge Fintech Ltd., as originator and administrator, SkyLend Funding LLC, as depositor, and Halcyon Securities LLC, as in

IV. WORKSTREAM 2: NOTIFICATIONS TO SERVICE PROVIDERS AND COUNTERPARTIES A. Overview Formal written termination notices must be sent to each of the transaction counterparties and service providers on May 8, 2024, confirming the termination of the SRT 2024-1 securitization and requesting final invoicing and closeout of all engagement arrangements. The notices should be sent by overnight courier with signature confirmat

I. Broadleaf Analytics Group LLC Contact: Sanjay Rajan, Managing Director Address: 110 William Street, 14th Floor, New York, NY 10038 Broadleaf was engaged by Halcyon, not directly by SBF, and accordingly SBF is not in a direct contractual relationship with Broadleaf for purposes of the SRT 2024-1 due-diligence engagement. However, Broadleaf's work product — including its re-underwriting findings, sample-selection me

V. WORKSTREAM 3: DISSOLUTION OF SKYLEND RECEIVABLES TRUST 2024-1 AND WIND-UP OF SKYLEND FUNDING LLC A. Dissolution of SkyLend Receivables Trust 2024-1 SkyLend Receivables Trust 2024-1 was formed as a Delaware statutory trust on February 14, 2024, pursuant to the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq. Keymark Trust Company, N.A. serves as the owner trustee, and SkyLend Funding LLC is the depositor an

1. Determination to Dissolve. The depositor (SkyLend Funding LLC) and the owner trustee (Keymark) should determine that the Trust's business and affairs have been wound up, which in this case requires no substantive action given the absence of assets, liabilities, or operations.

2. Execution of Certificate of Cancellation. A certificate of cancellation must be prepared and executed, in accordance with Section 3810 of the Act, for filing with the Delaware Secretary of State. The certificate must be signed by the owner trustee (Keymark) or, alternatively, by an authorized person as defined in the Trust Agreement.

3. Filing with the Delaware Secretary of State. The executed certificate of cancellation must be filed with the Office of the Secretary of State of the State of Delaware. The filing fee is nominal (currently $200).

4. Trustee Resignation. Keymark should execute a resignation as owner trustee, effective upon the filing of the certificate of cancellation. The form and timing of the resignation should be coordinated with Elaine Marchetti. C&H will prepare the certificate of cancellation and all ancillary documents and will coordinate with Keymark to complete the filing. We recommend a target completion date of June 7, 2024 — thirt

1. Written Consent of Sole Member. The sole member (SBF) should adopt a written consent authorizing the dissolution and wind-up of SkyLend Funding LLC and the filing of a certificate of cancellation with the Delaware Secretary of State.

2. Certificate of Cancellation. A certificate of cancellation must be prepared and filed with the Delaware Secretary of State pursuant to Section 18-203 of the Delaware Limited Liability Company Act (6 Del. C. § 18-203). The certificate must be signed by an authorized person (Danielle Prescott, as manager, or such other person as SBF may designate).

3. Final Settlement of Liabilities. To the extent SkyLend Funding LLC has any outstanding liabilities (which we believe to be limited to nominal formation costs), such liabilities should be satisfied prior to the filing of the certificate of cancellation. C&H will prepare the written consent and certificate of cancellation. Management Decision Required: C&H notes that SBF may elect to keep SkyLend Funding LLC in exis

VI. WORKSTREAM 4: DOCUMENT RETENTION REQUIREMENTS A. General Retention Obligations All transaction documents — including drafts, execution versions, correspondence, due-diligence materials, servicing data, financial models, internal memoranda, and board materials — must be preserved and retained in accordance with SBF's document-retention policy and applicable legal-hold requirements. The importance of comprehensive

1. Transaction Documents: All drafts and execution versions of the Indenture, Receivables Purchase Agreement, Sale and Servicing Agreement, Preliminary Purchase Agreement, Trust Agreement, LLC Agreement for SkyLend Funding LLC, Administration Agreement, Account Control Agreement, and the Sub-Servicing Agreement Amendment (Amendment No. 1 to the MSA dated March 18, 2024).

2. Offering Materials: The Preliminary Offering Memorandum dated April 5, 2024, and all prior drafts thereof, including blackline comparisons. All investor presentation materials and roadshow scripts used during the April 15–19, 2024 investor roadshow.

3. Servicing Data: All Clearview servicing tapes, monthly servicing reports, static-pool performance data (both the originally reported data and the corrected data), and any reconciliation analyses. This category includes both the data as reported by Clearview and the data as recomputed by Broadleaf or SBF following the discovery of the discrepancy.

4. Due-Diligence Materials: All Broadleaf Analytics due-diligence reports, sample-selection methodology documentation, re-underwriting findings, exception reports, and any correspondence between Broadleaf and Halcyon (to the extent in SBF's possession or obtainable through Halcyon).

5. Rating-Agency Materials: Rating-agency engagement letters dated February 28, 2024; rating-agency presentations (April 8, 2024); all rating committee materials, correspondence, and questions-and-answers; preliminary ratings and expected ratings; the Meridian withdrawal notice (May 1, 2024); the Carrollton developing-watch notice (April 29, 2024); and any subsequent communications from either agency.

6. Auditor Materials: Rowland & Cross AUP working papers, draft comfort letter, and all related correspondence and data provided to R&C.

7. Internal and External Correspondence: All internal and external correspondence (emails, letters, memoranda, and instant messages) regarding: (a) the servicing-data discrepancy and its discovery on April 22, 2024; (b) Halcyon's force-majeure and material-change notice (April 26, 2024); (c) the internal investigation commenced on April 24, 2024; (d) the termination decision; and (e) any communications with Clearview

8. Board Materials: Board resolutions, minutes, and supporting materials for the May 3, 2024 board meeting, as well as any prior board discussions or informal communications regarding the transaction or the data discrepancy.

9. Legal Materials: All C&H legal memoranda, opinion drafts, research files, and work product related to the transaction, including the internal litigation memorandum dated April 30, 2024 and the Securities-Law Exposure Memorandum dated May 2, 2024. (Note: These materials are subject to attorney-client privilege and work-product protection and should be maintained in a separate, privilege-protected file.)

10. Investor Information: The list of the 28 institutional investors who received the Preliminary OM during the April 15–19, 2024 roadshow, together with all correspondence and communications with such investors. C. Retention Period C&H recommends a minimum retention period of seven (7) years from the date of transaction termination (i.e., from May 8, 2024), or, if litigation ensues, until the final resolution of all

VII. WORKSTREAM 5: SUNK TRANSACTION COST RECONCILIATION A. Summary Table The following table sets forth an itemized reconciliation of all sunk costs incurred by SBF in connection with the SRT 2024-1 transaction through the termination date of May 8, 2024: B. Notes on Cost Items The following notes provide additional context regarding the individual cost items: Halcyon Expense Reimbursement — $387,500. As discussed in

VIII. WORKSTREAM 6: TRANSITION TO LITIGATION-PHASE REPRESENTATION A. Scope of Post-Termination Representation Effective upon the formal termination of the SRT 2024-1 transaction on May 8, 2024, C&H's engagement will transition from capital-markets representation to litigation-side representation. The litigation-phase engagement will encompass two principal matters: (i) Clearview Indemnification and Damages Claim. Ass