Contract analysis

Section 1. Definitions As used in this Fee Letter, the following terms shall have the following meanings: "Amortization Period" means the period commencing on August 29, 2026 and ending on the Facility Maturity Date (August 28, 2027), during which no new Purchase Transactions shall be entered into and all outstanding Repurchase Obligations shall be repaid in accordance with the terms of the MRA. "Business Day" shall

Section 2. Upfront / Structuring Fee (a) Amount and Calculation. In consideration of the Administrative Agent's and the Buyers' agreement to enter into the MRA and to make the facility available to the Seller, the Seller and the Performance Guarantor shall pay to the Administrative Agent an upfront structuring fee (the "Upfront Fee") in the amount of Two Hundred Thousand Dollars ($200,000). The Upfront Fee has been c

Section 3. Unused Commitment Fee (a) Rate. The Seller and the Performance Guarantor shall pay to the Administrative Agent, for the account of the Committed Buyer and the Participating Buyer, an unused commitment fee (the "Unused Commitment Fee") at the rate of thirty (30) basis points (0.30%) per annum. (b) Calculation Basis. The Unused Commitment Fee shall be calculated on the daily average undrawn portion of the ag

Section 4. Administrative Agent Fee (a) Amount. The Seller and the Performance Guarantor shall pay to Pinnacle Atlantic Bank, N.A. an annual administrative agent fee (the "Administrative Agent Fee") in the amount of Seventy-Five Thousand Dollars ($75,000) per annum. (b) Payee. The Administrative Agent Fee shall be payable solely to Pinnacle Atlantic Bank, N.A. in its capacity as Administrative Agent under the MRA. Fo

Section 5. Payment Mechanics (a) Currency and Manner of Payment. All fees payable under this Fee Letter shall be paid in lawful money of the United States of America in immediately available funds by wire transfer to the account of Pinnacle Atlantic Bank, N.A. as set forth in Exhibit A hereto, or to such other account as the Administrative Agent may designate in writing from time to time upon not less than five (5) B

Section 6. Relationship to MRA and Other Transaction Documents (a) Transaction Document. This Fee Letter is a "Transaction Document" as such term is defined in the MRA. All representations, warranties, covenants, and other provisions of the MRA and the other Transaction Documents applicable to Transaction Documents generally shall apply to this Fee Letter as though fully set forth herein. (b) Conflicts. In the event

Section 7. Confidentiality (a) General Obligation. The terms and conditions of this Fee Letter, including, without limitation, the fee amounts, rates, payment schedules, and other commercial terms set forth herein, are confidential and proprietary, and shall not be disclosed by any party hereto to any person other than: (i) their respective officers, directors, employees, agents, accountants, legal advisors, and fina

Section 8. Amendments and Waivers (a) Amendments. This Fee Letter may not be amended, supplemented, restated, or otherwise modified except by a written instrument duly executed and delivered by each of SBF Warehouse I LLC, Skybridge Fintech Ltd., and Pinnacle Atlantic Bank, N.A. No oral agreement or course of dealing shall constitute an amendment or modification of this Fee Letter. (b) Waivers. No waiver of any provi

Section 9. Successors and Assigns (a) Binding Effect. This Fee Letter shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. (b) Restrictions on Assignment by Seller and Performance Guarantor. Neither the Seller nor the Performance Guarantor may assign, delegate, or transfer any of its rights or obligations under this Fee Letter without the pr

Section 10. Governing Law This Fee Letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction; provided, however, that Sections 5-1401 and 5-1402 of the New York General Obligations Law shall apply. Each pa

Section 11. Jurisdiction and Venue Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or

Section 12. WAIVER OF JURY TRIAL EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS FEE LETTER, THE MRA, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY).

Section 13. Counterparts; Electronic Execution This Fee Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Fee Letter by facsimile transmission or by electronic transmission in por

Section 14. Entire Agreement This Fee Letter, together with the MRA, the Performance Guaranty, and the other Transaction Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether written or oral, relating to the subject matter