Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the MRA. "Administrative Agent" means Pinnacle Atlantic Bank, N.A., a national banking association organized under the laws of the United States, in its capacity as administrative agent under the MRA

Section 1.02 — Rules of Interpretation (a) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. (b) All references herein to Articles, Sections, Exhibits, and Schedules shall be deemed to be references to Articles, Sections, Exhibits, and Schedules of or to this Agreement unless the context otherwis

Section 1.03 — Incorporation by Reference Terms defined in the MRA, the Performance Guaranty, the Custodial Agreement, and the Servicing Agreement that are used but not otherwise defined in this Agreement shall have the meanings assigned to such terms therein. In the event of any conflict between a definition set forth in this Agreement and a definition of the same term set forth in the MRA, the definition set forth

ARTICLE II — SALE, CONTRIBUTION, AND PURCHASE OF RECEIVABLES

Section 2.01 — Agreement to Sell and Purchase (a) On each Purchase Date during the Revolving Period (commencing on the Closing Date and ending on August 28, 2026), the Originator hereby agrees to sell, transfer, assign, set over, and otherwise convey to the Purchaser, without recourse except as expressly provided herein, and the Purchaser hereby agrees to purchase and accept from the Originator, all of the Originator

Section 2.02 — True Sale Characterization (a) True Sale Intent. Each transfer of Receivables by the Originator to the Purchaser hereunder is intended by the parties to constitute, and shall be treated as, a true sale and absolute transfer of ownership from the Originator to the Purchaser, and not a loan, financing, pledge, or secured transaction. Each party shall treat each such transfer as a sale for all purposes, i

Section 2.03 — Purchase Price (a) The purchase price for each Receivable transferred by the Originator to the Purchaser on a Purchase Date (the "Purchase Price") shall equal the fair market value of such Receivable, which shall be the Cut-Off Date Principal Balance of such Receivable as of the applicable Cut-Off Date, subject to such adjustments as may be necessary in the reasonable judgment of the parties to ensure

Section 2.04 — Purchase Date Procedures (a) At least two (2) Business Days prior to each proposed Purchase Date, the Originator shall deliver to the Purchaser and the Administrative Agent a Purchase Date Schedule, substantially in the form of Exhibit A hereto, identifying each Receivable proposed for transfer on such Purchase Date and containing the data fields specified therein. (b) Concurrently with the delivery of

Section 2.05 — Conveyance of Receivable Files (a) On or prior to each Purchase Date, the Originator shall cause to be delivered to the Custodian (Ironclad Trust Company, 185 Asylum Street, Suite 900, Hartford, Connecticut 06103) the complete Receivable File for each Receivable being transferred on such Purchase Date, in accordance with the requirements of the Custodial Agreement dated as of February 14, 2026. The Rec

Section 2.06 — Repurchase Obligation (a) If any representation or warranty made by the Originator with respect to a Receivable in Section 4.03 of this Agreement is breached in any material respect as of the date such representation or warranty was made or deemed made, and such breach is not cured within thirty (30) calendar days after the earlier of (i) the Originator's discovery of such breach or (ii) written notice

Section 2.07 — No Assumption of Obligations The Purchaser does not, by its purchase of Receivables hereunder, assume any obligation or liability of the Originator to any Obligor, any Governmental Authority, or any other third party with respect to the Receivables, including any obligation to service, collect, or administer the Receivables (which obligations shall be governed by the Servicing Agreement) or any liabili

ARTICLE III — CONDITIONS PRECEDENT

Section 3.01 — Conditions Precedent to the Initial Purchase The obligation of the Purchaser to purchase Receivables on the initial Purchase Date is subject to the satisfaction (or written waiver by the Purchaser and the Administrative Agent) of each of the following conditions precedent: (a) Execution and Delivery of Transaction Documents. Each of the following Transaction Documents shall have been duly executed and

Section 3.02 — Conditions Precedent to Each Subsequent Purchase The obligation of the Purchaser to purchase Receivables on each Purchase Date after the initial Purchase Date is subject to the satisfaction (or written waiver by the Purchaser and the Administrative Agent) of each of the following conditions precedent: (a) No Default. No Default or Event of Default under the MRA or this Agreement shall have occurred and

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.01 — Representations and Warranties of the Originator Regarding Itself The Originator hereby represents and warrants to the Purchaser and to the Administrative Agent (for the benefit of the Buyers) as of the Closing Date and as of each subsequent Purchase Date as follows: (a) Organization and Good Standing. Skybridge Fintech Ltd. is a corporation duly organized, validly existing, and in good standing under

Section 4.02 — Representations and Warranties of the Originator Regarding the Purchaser The Originator hereby represents and warrants to the Purchaser and to the Administrative Agent (for the benefit of the Buyers) as of the Closing Date and as of each subsequent Purchase Date as follows: (a) Organization. SBF Warehouse I LLC is a limited liability company duly organized, validly existing, and in good standing under

Section 4.03 — Representations and Warranties Regarding the Receivables The Originator hereby represents and warrants to the Purchaser and to the Administrative Agent (for the benefit of the Buyers) that each of the following representations and warranties is true and correct as of each Purchase Date with respect to each Receivable transferred on such Purchase Date: (a) Origination. Each Receivable was originated by

Section 4.04 — Representations and Warranties of the Purchaser The Purchaser hereby represents and warrants to the Originator as of the Closing Date and as of each subsequent Purchase Date as follows: (a) Organization. SBF Warehouse I LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Entity File No. 8102356; EIN: 93-1784620). Th

ARTICLE V — ELIGIBILITY CRITERIA

Section 5.01 — General Eligibility Criteria Each Receivable proposed for transfer by the Originator to the Purchaser hereunder must satisfy all of the following eligibility criteria as of the applicable Cut-Off Date for the related Purchase Date. A Receivable that fails to satisfy any one or more of the following criteria shall not be an "Eligible Receivable" for purposes of this Agreement or the MRA. The eligibility

1. Originator. The Receivable was originated by the Originator under the Skybridge Consumer Installment Loan Underwriting Guidelines, Version 7.2, effective September 1, 2025, and in compliance with all applicable internal policies, procedures, and credit criteria of the Originator.

2. Obligor FICO Score. The related Obligor had a FICO score (as obtained from one or more of the three major consumer credit reporting agencies at the time of origination) of not less than 660 at the time of origination of the Receivable.

3. Original Term. The Receivable has an original term of not less than twelve (12) months and not more than sixty (60) months, measured from the date of origination to the scheduled final payment date.

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

5. Delinquency Status. The Receivable is not more than thirty (30) days delinquent as of the applicable Cut-Off Date. For purposes of this criterion, a Receivable is "delinquent" if any scheduled payment of principal or interest thereon remains unpaid for more than thirty (30) days after its due date.

6. Licensed State. The related Obligor is located (based on the Obligor's address of record in the Originator's servicing system) in a state in which the Originator holds a valid lending license authorizing the origination of consumer installment loans, as set forth on Schedule I hereto. As of the Closing Date, the Originator holds valid lending licenses in thirty-eight (38) states and the District of Columbia.

7. APR Compliance. The annual percentage rate ("APR") of the Receivable, as calculated in accordance with Regulation Z of the Truth in Lending Act, does not exceed the maximum permissible rate under the usury laws of the state in which the Obligor is located.

8. U.S. Dollar Denomination. The Receivable is denominated and payable exclusively in United States dollars.

9. No Obligor Bankruptcy, Insolvency, or Death. No bankruptcy, insolvency,