Contract analysis

I. Executive Summary and Purpose The purpose of this memorandum is to memorialize the key structural, legal, and negotiation issues arising from the proposed $40,000,000 master repurchase / warehouse credit facility (the "Facility") for Skybridge Fintech Ltd. ("Skybridge" or the "Client"), and to recommend positions for Calderwood & Harkness LLP ("C&H") in the ongoing negotiations with lender's counsel, Whitmore Cran

II. Transaction Structure Summary A. Parties and Roles The following entities and individuals are the principal parties to, and key contacts for, the proposed Facility: Seller: SBF Warehouse I LLC, a Delaware limited liability company (Delaware Secretary of State Entity File No. 8102356; EIN 93-1784620). SBF Warehouse I LLC is a wholly owned, bankruptcy-remote, special-purpose entity subsidiary of Skybridge Fintech L

1. Origination: Skybridge originates consumer installment loans through its digital lending platform in the ordinary course of its business.

2. Tier 1 Transfer — Sale and Contribution Agreement: Skybridge, as Originator, transfers eligible receivables to SBF Warehouse I LLC pursuant to the Sale and Contribution Agreement. This transfer is intended to constitute a "true sale" for purposes of federal bankruptcy law, such that the receivables become the property of the SPE and are isolated from Skybridge's bankruptcy estate. Skybridge receives a purchase pri

3. Tier 2 Transfer — Master Repurchase Agreement: SBF Warehouse I LLC, as Seller, sells the receivables to the Buyers under the MRA in individual repurchase transactions. The Buyers pay a purchase price equal to the Advance Rate (85%) multiplied by the aggregate Cut-Off Date Principal Balance of the Eligible Receivables. SBF Warehouse I LLC retains a subordinated economic interest in the receivables equal to the diff

4. Servicing: Skybridge continues to service the receivables under the Servicing Agreement, collecting payments from obligors and remitting collections to the segregated collection account maintained at Pinnacle Atlantic.

5. Waterfall: Collections in the collection account are distributed pursuant to a priority-of-payments waterfall set forth in the MRA, with senior payments to the Administrative Agent and Buyers (including the Price Differential, which serves as the interest equivalent) paid prior to distributions to the Seller. SBF Warehouse I LLC is a bankruptcy-remote special-purpose entity. Its organizational documents include se

III. Analysis of WCB Mark-Up Issues (January 24, 2026 Redline) This section analyzes the principal open issues arising from WCB's January 24, 2026 mark-up of the MRA. For each issue, we summarize the original C&H draft position, describe the changes proposed by WCB, and set forth C&H's recommended negotiation position for partner review and approval. A. Margin Call Mechanics and Cure Period The margin call provisions

1. C&H Draft Position In the C&H first draft, the margin call mechanism operated as follows: (a) Trigger. A margin call is triggered when the aggregate Purchase Price of all outstanding Purchased Receivables exceeds the product of the Advance Rate (85%) and the aggregate Cut-Off Date Principal Balance of all Eligible Receivables then held by the Seller (i.e., a "margin deficit" exists). (b) Cure. The Seller has three

2. WCB Proposed Changes The WCB Mark-Up made the following material changes to the margin call provisions: (a) Cure Period. WCB shortened the cure period from three (3) Business Days to one (1) Business Day. WCB's stated rationale (per Conrad Whitfield's cover letter) is that the one-Business-Day cure period reflects current market practice for repurchase facilities and is necessary to protect the Buyers against rapi

3. C&H Recommended Position After careful analysis, C&H recommends the following positions on each element of the margin call provisions: Cure Period. C&H recommends pushing back to a two (2) Business Day cure period as a compromise between the three-Business-Day period in the C&H draft and the one-Business-Day period proposed by WCB. A one-Business-Day cure period is impracticable for a fintech originator of Skybrid

1. C&H Draft Position The C&H first draft provided for a cross-default trigger as follows: (a) An Event of Default under the MRA is triggered by a default by Skybridge (in its capacity as Performance Guarantor under the Performance Guaranty) under any Material Indebtedness in excess of $5,000,000 in the aggregate that results in the acceleration thereof. (b) "Material Indebtedness" was defined to mean indebtedness fo

2. WCB Proposed Changes The WCB Mark-Up made three material changes to the cross-default provisions: (a) Threshold. WCB lowered the Material Indebtedness threshold from $5,000,000 to $2,500,000. (b) Trigger. WCB broadened the trigger from defaults that have resulted in acceleration to include any default (whether or not resulting in acceleration) that "is not cured within any applicable grace period under the relevan

3. C&H Recommended Position Threshold. C&H recommends accepting the lower $2,500,000 threshold as a reasonable compromise. Skybridge's current leverage profile (as discussed in Section V below) consists primarily of the proposed warehouse facility and limited other indebtedness. A $2,500,000 cross-default threshold is within the range of market practice for warehouse facilities with borrowers of Skybridge's size and

1. WCB Proposed Changes The WCB Mark-Up made three significant changes to the representation and warranty framework: (a) Consumer Protection Compliance Representation. WCB added a representation that each Eligible Receivable "complies in all respects with all applicable federal and state consumer protection laws, rules, and regulations, including but not limited to the Truth in Lending Act (15 U.S.C. § 1601 et seq.),

2. C&H Recommended Position Consumer Protection Compliance. C&H recommends accepting the substance of the consumer protection compliance representation but insisting on the inclusion of a "material compliance" qualifier, such that the representation reads "complies in all material respects" rather than "complies in all respects." An absolute, unqualified compliance standard across all applicable federal and state con

1. WCB Proposed Changes The WCB Mark-Up inserted a new provision granting the Administrative Agent the right, in its "sole discretion," to exclude any Receivable from the definition of "Eligible Receivable" at any time after the initial Purchase Date on which such Receivable was purchased by the Buyers. The effect of such an exclusion would be to render the excluded Receivable ineligible for inclusion in the pool, th

2. C&H Recommended Position C&H recommends strongly resisting the sole discretion standard for post-purchase receivable exclusion. The ability to reclassify a previously purchased receivable as ineligible and require immediate repurchase is a powerful remedy that, if unconstrained, could be used to effectively accelerate the Facility or to shift credit losses from the Buyers to the Seller outside the agreed-upon risk

IV. Eligibility Criteria and Concentration Limits — Recommended Positions A. Agreed Eligibility Criteria (as of February 7, 2026) The eligibility criteria governing the characteristics of receivables eligible for purchase under the Facility were negotiated between the parties and agreed as of February 7, 2026. The following criteria have been incorporated into the Eligibility Criteria Schedule to be attached as Annex

1. The Receivable was originated by Skybridge Fintech Ltd. in the ordinary course of its business under the Skybridge Consumer Installment Loan Underwriting Guidelines, Version 7.2, effective September 1, 2025 (as such guidelines may be updated in accordance with the terms of the MRA).

2. The Obligor's FICO score at the time of origination was not less than 660.

3. The original term of the Receivable is not less than 12 months and not greater than 60 months.

4. The outstanding principal balance of the Receivable as of the applicable Cut-Off Date is not less than $2,000 and not greater than $35,000.

5. The Receivable is not more than 30 days past due as of the related Purchase Date (i.e., the Receivable is "current" or "1–30 days delinquent" under standard industry delinquency definitions).

6. The Obligor is located in a state (or the District of Columbia) in which Skybridge holds a valid and subsisting lending license or is otherwise authorized to originate consumer installment loans (currently 38 states and the District of Columbia).

7. The annual percentage rate ("APR") of the Receivable does not exceed the applicable state usury cap or other interest rate limitation under the laws of the Obligor's state of residence.

8. The Receivable is denominated and payable in United States dollars.

9. No bankruptcy, insolvency, receivership, or similar proceeding has been filed by or against the Obligor, and the Obligor is not deceased.

10. The Receivable has not been previously modified, extended, or made subject to a formal hardship, forbearance, or deferral program. Routine one-time payment date adjustments of 15 days or fewer due to autopay timing are permitted and shall not constitute a "modification" for purposes of this criterion. These criteria are now final and will be incorporated into the execution version of the MRA. Simone Laroche circu

1. FICO Floor (660 Individual / 700 Pool Weighted-Average) The agreed eligibility criteria include both an individual-level minimum FICO score at origination of 660 and a pool-level weighted-average FICO floor of 700 (the latter of which is set forth in the concentration limits discussed in Section IV.C below). The individual minimum FICO at origination of 660 is consistent with Skybridge's actual origination profile

2. Delinquency Trigger (30 Days) The agreed eligibility criteria permit receivables that are up to 30 days past due as of the applicable Purchase Date. This was a negotiated compromise. WCB initially proposed a 0-day delinquency requirement, under which only receivables that were fully current (i.e., no payment past due) as of the Purchase Date would be eligible. C&H pushed back on this position, noting that consumer

3. Modification Exclusion The agreed eligibility criteria exclude receivables that have been "modified, extended, or placed on a formal hardship, forbearance, or deferral program" at any time. This criterion was also the subject of negotiation. WCB initially proposed an absolute exclusion of any receivable that had been "modified, extended, refinanced, or subject to any forbearance, deferral, or hardship program at a

1. Single Obligor Concentration: No single obligor may have aggregate outstanding principal balances in the purchased pool in excess of $100,000, representing 0.25% of the $40,000,000 Maximum Facility Amount.

2. Single State Concentration: No single state (or the District of Columbia) may represent more than 20% of the aggregate Purchase Price of all Purchased Receivables.

3. Weighted-Average FICO Floor: The weighted-average FICO score at origination of all Purchased Receivables (weighted by outstanding principal balance) must be no less than 700.

4. Weighted-Average Coupon Floor: The weighted-average coupon (stated interest rate) of all Purchased Receivables (weighted by outstanding principal balance) must be no less than 12.00% per annum.

5. Maximum 60-Month Original Term Receivables: The aggregate outstanding principal balance of Purchased Receivables with original terms of 60 months may not exceed $12,000,000, representing 30% of the $40,000,000 aggregate Purchase Price. D. Analysis of Concentration Limits

1. Single State Concentration (20%) The 20% single-state concentration limit is designed to ensure geographic diversification of the purchased pool and to limit the impact of state-specific economic or regulatory events on pool performance. Skybridge's current origination volume is concentrated in several large states, with the largest concentrations being California (approximately 14% of the current portfolio by bal

3. Weighted-Average Coupon Floor (12.00%) The pool-level weighted-average coupon floor of 12.00% ensures that the purchased pool generates sufficient interest income to cover the Price Differential (SOFR + 260 bps, currently approximately 6.93%) and to maintain adequate excess spread. Skybridge's current blended coupon across its servicing portfolio is approximately 14.2%, providing approximately 220 basis points of

V. Financial Covenant Calibration Analysis A. Overview of Financial Covenants in the Performance Guaranty The Performance Guaranty, to be executed by Skybridge Fintech Ltd. as Performance Guarantor in favor of the Administrative Agent and the Buyers, imposes the following financial maintenance covenants on Skybridge, tested at the intervals specified below: These covenants are designed to ensure that Skybridge mainta

1. Tangible Net Worth Based on Skybridge's FY2025 audited financial statements, which were audited by Grandview Kapoor LLP (engagement partner Anil Kapoor), Skybridge's tangible net worth as of December 31, 2025 was approximately $64 million. "Tangible net worth" is defined in the Performance Guaranty as total stockholders' equity minus intangible assets (including goodwill, capitalized software development costs, de

2. Liquidity. Skybridge's unrestricted cash and cash equivalents position as of December 31, 2025 was approximately $17.5 million, based on management reporting provided by Rajan Sundaram. The $10,000,000 minimum liquidity covenant provides a cushion of approximately $7.5 million, representing approximately 43% headroom. While the absolute cushion appears comfortable, C&H notes that the liquidity covenant is tested m

3. Leverage Ratio Skybridge's current estimated Total Debt to Tangible Net Worth ratio is approximately 3.2:1.00, based on FY2025 balance sheet data. The 4.00:1.00 maximum leverage ratio covenant provides approximately 0.8x of headroom. However, the leverage ratio analysis requires careful attention to the definition of "Total Debt" in the Performance Guaranty. The WCB Mark-Up defined "Total Debt" broadly to include