Contract analysis

Section 1.1 — Defined Terms As used in this Guaranty, the following terms shall have the meanings set forth below: "Administrative Agent" means Pinnacle Atlantic Bank, N.A., a nationally chartered banking association, in its capacity as administrative agent under the MRA, together with its successors and assigns in such capacity. "Buyers" means, collectively, (a) Pinnacle Atlantic Bank, N.A., in its capacity as Commi

Section 1.2 — Incorporation of MRA Definitions All capitalized terms used but not otherwise defined in this Guaranty shall have the respective meanings ascribed to such terms in the MRA. In the event of any conflict or inconsistency between the definitions set forth in this Guaranty and those set forth in the MRA, the definitions contained in this Guaranty shall govern and control for all purposes of this Guaranty.

Section 1.3 — Rules of Construction Unless the context of this Guaranty otherwise clearly requires, the following rules of construction shall apply to this Guaranty: (a) references to "Sections" and "Articles" are references to the Sections and Articles of this Guaranty, unless otherwise specified; (b) references to "Exhibits" are references to the Exhibits attached to this Guaranty, which are incorporated herein by

Section 2.1 — Guaranty of Obligations The Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to the Administrative Agent and each Buyer the full and punctual payment and performance of all Guaranteed Obligations when due, whether at stated maturity, by required prepayment, upon acceleration, upon demand, or otherwise, and in all cases in accordance with the terms of the MRA and the other Transac

Section 2.2 — Nature of Guaranty The obligations of the Guarantor under this Guaranty are absolute, unconditional, and irrevocable, irrespective of (a) the validity, regularity, legality, or enforceability of the MRA, any other Transaction Document, or any Guaranteed Obligation; (b) any change in the time, manner, or place of payment of, or in any other term of, all or any of the Guaranteed Obligations; (c) any amend

Section 2.3 — Waivers by Guarantor The Guarantor hereby waives, to the fullest extent permitted by applicable law: (a) notice of acceptance of this Guaranty by the Administrative Agent or any Buyer; (b) presentment, demand for payment, protest, notice of dishonor, and notice of nonpayment with respect to any Guaranteed Obligation; (c) notice of any Default or Event of Default under the MRA or any other Transaction Do

Section 2.4 — Subrogation Until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the MRA has been terminated in accordance with its terms and all commitments of the Buyers thereunder have expired or been terminated, the Guarantor shall not exercise, and hereby irrevocably waives, any right of subrogation, reimbursement, exoneration, indemnification, or contribution against the

Section 2.5 — Reinstatement If at any time any payment (or any part thereof) of any Guaranteed Obligation is rescinded, invalidated, declared to be fraudulent or preferential, set aside, or must otherwise be returned, restored, or repaid by the Administrative Agent or any Buyer upon or in connection with the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Seller, the Guarantor, or any other

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR The Guarantor hereby represents and warrants to the Administrative Agent and each Buyer, as of the date hereof and as of the date of each Purchase Transaction under the MRA (unless a representation or warranty speaks expressly as of an earlier date, in which case it shall be made as of such earlier date), as follows:

Section 3.1 — Organization and Good Standing The Guarantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Entity File No. 7384921). The Guarantor has perpetual existence under the laws of the State of Delaware. The Guarantor is duly qualified and authorized to do business and is in good standing in each jurisdiction where the character of its

Section 3.2 — Power and Authority The Guarantor has all requisite corporate power and authority to execute, deliver, and perform this Guaranty and each other Transaction Document to which it is a party, and to carry out the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Guaranty and each other Transaction Document to which the Guarantor is a party have been duly authori

Section 3.3 — Due Execution; Enforceability This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, or similar laws relatin

Section 3.4 — No Conflicts The execution, delivery, and performance by the Guarantor of this Guaranty and each other Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate the certificate of incorporation, bylaws, or other organizational documents of the Guarantor; (b) violate any applicable law, statute, rule, regulation

Section 3.5 — No Consents Required No consent, approval, authorization, order, registration, filing, or qualification of or with any governmental authority, regulatory body, or any other person is required in connection with the execution, delivery, and performance by the Guarantor of this Guaranty or any other Transaction Document to which it is a party, or the consummation of the transactions contemplated hereby or

Section 3.6 — No Litigation There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the Guarantor's knowledge after reasonable inquiry, threatened in writing against the Guarantor or any of its subsidiaries before any court, arbitrator, administrative body, or governmental authority that (a) could reasonably be expected to have a Material Adverse Effect or (b) seeks to restrain, enjo

Section 3.7 — Financial Statements The audited consolidated financial statements of the Guarantor for the fiscal year ended December 31, 2025 ("FY2025"), copies of which have been delivered to the Administrative Agent, were prepared by Grandview Kapoor LLP, an independent registered public accounting firm (engagement partner: Anil Kapoor; principal office located at 1700 Market Street, Suite 2400, Philadelphia, Penns

Section 3.8 — Ownership of Seller The Guarantor is the sole member of SBF Warehouse I LLC and owns one hundred percent (100%) of the membership interests in SBF Warehouse I LLC, free and clear of all liens, charges, encumbrances, security interests, and claims of any kind, other than the pledge of such membership interests to the Administrative Agent for the benefit of the Buyers pursuant to the MRA and the other Tra

Section 3.9 — Ownership Structure of Guarantor As of the date hereof, Redstone Meridian Capital Partners, LP, a Delaware limited partnership with offices at 300 Park Avenue, 18th Floor, New York, New York 10022, holds a sixty-two percent (62%) equity stake in the Guarantor, which equity interest was acquired in 2022 for a total investment amount of One Hundred Forty-Five Million Dollars ($145,000,000). Margot Ellison

Section 3.10 — Compliance with Laws; Licensing The Guarantor is, and has at all relevant times been, in compliance in all material respects with all applicable laws, rules, regulations, orders, and governmental requirements, including without limitation all federal and state consumer lending laws and regulations, the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Debt Collection Practices Act, the G

Section 3.11 — Solvency The Guarantor is, and after giving effect to this Guaranty and the transactions contemplated hereby and by the MRA will be, solvent. For purposes of this Section 3.11, the Guarantor is "solvent" if (a) the fair value of the assets of the Guarantor, at a fair valuation, exceeds the total amount of its liabilities (including contingent liabilities), (b) the Guarantor is able to pay its debts and

Section 3.12 — No Material Adverse Effect No event has occurred and no condition exists that has had, or could reasonably be expected to have, a Material Adverse Effect.

Section 3.13 — Taxes The Guarantor (Employer Identification Number: 84-3291507) has filed, or caused to be filed, all federal, state, local, and foreign tax returns, reports, and declarations required to be filed by it and has paid, or caused to be paid, all taxes, assessments, fees, and other governmental charges that are due and payable, except for taxes that are being contested in good faith by appropriate proceed

Section 3.14 — ERISA No ERISA Event has occurred or is reasonably expected to occur that has resulted in, or could reasonably be expected to result in, liability of the Guarantor or any of its ERISA Affiliates in excess of Five Hundred Thousand Dollars ($500,000), individually or in the aggregate. The Guarantor and each of its ERISA Affiliates are in compliance in all material respects with the applicable provisions

ARTICLE IV — FINANCIAL COVENANTS The Guarantor hereby covenants and agrees with the Administrative Agent and the Buyers as follows:

Section 4.1 — Minimum Tangible Net Worth The Guarantor shall maintain at all times a Tangible Net Worth of not less than Fifty-Five Million Dollars ($55,000,000). Compliance with this Section 4.1 shall be tested as of the last day of each fiscal quarter of the Guarantor (i.e., March 31, June 30, September 30, and December 31 of each year), on a consolidated basis in accordance with GAAP. The Guarantor shall deliver t

Section 4.2 — Minimum Liquidity The Guarantor shall maintain at all times Liquidity (unrestricted cash and cash equivalents) of not less than Ten Million Dollars ($10,000,000). Compliance with this Section 4.2 shall be tested as of the last business day of each calendar month. For purposes of this Section 4.2, "unrestricted cash and cash equivalents" shall exclude all amounts that are pledged, escrowed, held in trust

Section 4.3 — Maximum Leverage Ratio The Guarantor shall not permit the Leverage Ratio (Total Debt divided by Tangible Net Worth) to exceed 4.00 to 1.00 at any time. Compliance with this Section 4.3 shall be tested as of the last day of each fiscal quarter of the Guarantor, on a consolidated basis in accordance with GAAP. The Guarantor shall deliver to the Administrative Agent, within forty-five (45) days after the e

Section 4.4 — Minimum Servicing Portfolio UPB The Guarantor shall maintain a Servicing Portfolio with an aggregate unpaid principal balance of not less than Two Hundred Fifty Million Dollars ($250,000,000). As of the date hereof, the Guarantor's Servicing Portfolio has an aggregate unpaid principal balance of approximately Three Hundred Ten Million Dollars ($310,000,000). Compliance with this Section 4.4 shall be tes

Section 4.5 — Financial Reporting and Compliance Certificates The Guarantor shall deliver to the Administrative Agent the following financial reports, statements, and certificates: (a) Quarterly Reporting. Within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter of any fiscal year), unaudited consolidated financial statements of the Guarantor and its consolidated subsidiari

ARTICLE V — AFFIRMATIVE COVENANTS The Guarantor hereby covenants and agrees with the Administrative Agent and the Buyers that, until all Guaranteed Obligations have been indefeasibly paid and performed in full and the MRA has been terminated in accordance with its terms:

Section 5.1 — Preservation of Existence The Guarantor shall preserve, renew, and maintain in full force and effect its corporate existence and good standing under the laws of the State of Delaware. The Guarantor shall preserve, renew, and maintain in full force and effect its qualification and authorization to do business in each jurisdiction where the character of its properties or the nature of its business require

Section 5.2 — Maintenance of Licenses The Guarantor shall maintain in full force and effect all lending licenses in the thirty-eight (38) states and the District of Columbia in which it currently holds licenses, and shall use commercially reasonable efforts to obtain and maintain any additional licenses required by applicable law in connection with its lending and servicing activities. The Guarantor shall promptly (a

Section 5.3 — Compliance with Laws The Guarantor shall comply in all material respects with all applicable laws, statutes, rules, regulations, orders, and governmental requirements, including without limitation all federal and state consumer lending laws and regulations, the Truth in Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Fair Debt Collectio

Section 5.4 — Payment of Taxes The Guarantor shall pay and discharge, or cause to be paid and discharged, all taxes, assessments, and governmental charges or levies imposed upon it or upon its income, profits, or property before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted by the Guarant

Section 5.5 — Insurance The Guarantor shall maintain, or cause to be maintained, with financially sound and reputable insurance companies, insurance coverage in such amounts, with such deductibles, and covering such risks as is customary for companies of similar size engaged in similar businesses, including without limitation (a) errors and omissions insurance, (b) cyber liability insurance, (c) fidelity bond coverag

Section 5.6 — Books and Records; Inspection Rights The Guarantor shall maintain proper books of account, records, and files in accordance with GAAP and in a manner adequate and sufficient to permit the preparation of financial statements in accordance with GAAP. The Administrative Agent and its duly authorized representatives (including Brindoval Analytics, Inc., in its capacity as Verification Agent, with offices at

Section 5.7 — Notice of Defaults and Material Events The Guarantor shall promptly, and in any event within three (3) business days after the Guarantor obtains knowledge thereof, provide written notice to the Administrative Agent of the occurrence of any of the following: (a) any Default or Event of Default under this Guaranty or any Event of Default (or event that with the giving of notice or lapse of time or both wo

Section 5.8 — Maintenance of Seller as SPE The Guarantor shall cause SBF Warehouse I LLC to comply at all times with all separateness covenants and special purpose entity requirements set forth in the limited liability company agreement of SBF Warehouse I LLC, the Sale and Contribution Agreement, and the MRA. Without limiting the generality of the foregoing, the Guarantor shall cause SBF Warehouse I LLC to (a) mainta

Section 5.9 — Servicing Obligations The Guarantor shall continue to service, or cause to be serviced, the consumer installment loan receivables purchased under the MRA in accordance with the terms and conditions of the Servicing Agreement, applicable law, and the Skybridge Consumer Installment Loan Underwriting Guidelines, Version 7.2, effective September 1, 2025, in each case with the degree of skill and care custom

ARTICLE VI — NEGATIVE COVENANTS The Guarantor hereby covenants and agrees with the Administrative Agent and the Buyers that, until all Guaranteed Obligations have been indefeasibly paid and performed in full and the MRA has been terminated in accordance with its terms:

Section 6.1 — Restrictions on Fundamental Changes The Guarantor shall not, without the prior written consent of the Administrative Agent (acting at the direction of the Required Buyers): (a) merge with or into, or consolidate with, any other person; (b) sell, transfer, lease, or otherwise dispose of all or substantially all of its assets (whether in a single transaction or a series of related transactions); or (c) di

Section 6.2 — Change of Control The Guarantor shall not permit any Change of Control to occur without the prior written consent of the Administrative Agent (acting at the direction of the Required Buyers). For purposes of this Guaranty, a "Change of Control" shall be deemed to have occurred upon the happening of any of the following events: (a) any person or "group" (within the meaning of Section 13(d)(3) of the Secu

Section 6.3 — Restrictions on Indebtedness The Guarantor shall not create, incur, assume, guarantee, or otherwise become or remain directly or indirectly liable with respect to any indebtedness for borrowed money (other than (a) the Guaranteed Obligations arising under the MRA and the other Transaction Documents, (b) ordinary course trade payables and accrued liabilities, and (c) existing indebtedness disclosed to th

Section 6.4 — Restrictions on Dividends and Distributions The Guarantor shall not declare or pay any dividend on, or make any payment or other distribution (whether in cash, securities, or other property) on account of, or purchase, redeem, retire, or otherwise acquire, any of its equity interests, or make any other distribution in respect thereof, if, after giving effect to any such dividend, payment, distribution,

Section 6.5 — Restrictions on Amendments to Organizational Documents The Guarantor shall not amend, modify, supplement, restate, or waive any provision of its certificate of incorporation, bylaws, or other organizational documents, or the limited liability company agreement or certificate of formation of SBF Warehouse I LLC, without the prior written consent of the Administrative Agent, if such amendment, modificatio

Section 6.6 — No Transfer of Servicing The Guarantor shall not transfer, delegate, sub-contract, or otherwise assign any of its servicing obligations with respect to the consumer installment loan receivables purchased under the MRA without the prior written consent of the Administrative Agent (acting at the direction of the Required Buyers), except to a successor servicer that (a) meets the eligibility requirements s

Section 6.7 — Restrictions on Affiliate Transactions The Guarantor shall not, and shall not permit any of its subsidiaries to, enter into or be a party to any transaction or arrangement with any affiliate (including Redstone Meridian Capital Partners, LP, or any portfolio company or affiliate thereof), except (a) transactions that are on terms and conditions no less favorable to the Guarantor or such subsidiary than

ARTICLE VII — EVENTS OF DEFAULT

Section 7.1 — Events of Default Under the Guaranty Each of the following events shall constitute an "Event of Default" under this Guaranty: (a) Payment Default. The Guarantor shall fail to make any payment required to be made under this Guaranty when due, and such failure shall continue for three (3) business days after receipt by the Guarantor of written notice of such failure from the Administrative Agent; (b) Brea

Section 7.2 — Remedies Upon Event of Default Upon the occurrence and during the continuance of an Event of Default: (a) The Administrative Agent may (and, at the written direction of the Required Buyers, shall) by written notice to the Guarantor declare all Guaranteed Obligations immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived

Section 7.3 — Cumulative Remedies All rights and remedies of the Administrative Agent and the Buyers under this Guaranty, the MRA, the other Transaction Documents, and applicable law are cumulative and not exclusive of any other rights or remedies that the Administrative Agent or any Buyer may have at law, in equity, or otherwise. No failure or delay by the Administrative Agent or any Buyer in exercising any right or

Section 8.1 — Notices All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be delivered by (a) hand delivery, (b) nationally recognized overnight courier service, (c) registered or certified United States mail, postage prepaid, return receipt requested, or (d) electronic mail (with confirmation of receipt a