1009-00005 · Skybridge Fintech Ltd · Entity Formation

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SECRETARY'S CERTIFICATE AND RESOLUTIONS OF THE BOARD OF DIRECTORS OF SKYBRIDGE FINTECH LTD.

Skybridge Fintech Ltd. A Delaware Corporation

1400 Market Street, Suite 1210 Wilmington, Delaware 19801

EIN: 84-3291076

Board Meeting Date: January 30, 2024

PART I

SECRETARY'S CERTIFICATE

I, Tomás Reyes, in my capacity as General Counsel and Secretary of Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "SBF"), do hereby certify, pursuant to authority vested in me by the Bylaws of the Company and by the resolutions of the Board of Directors adopted on January 30, 2024, as follows:

Section 1. Identification of Certifying Officer

The undersigned, Tomás Reyes, is the duly appointed, qualified, and acting General Counsel and Secretary of Skybridge Fintech Ltd. I am authorized to execute this Secretary's Certificate and to make the certifications and representations contained herein on behalf of the Company. I have access to, and have reviewed, the corporate books and records of the Company in connection with the preparation of this Certificate, including the Company's Certificate of Incorporation, Bylaws, minute books, stock ledger, and all amendments thereto. This Certificate is being delivered in connection with the transactions described in the resolutions of the Board of Directors attached hereto as Exhibit A (the "Resolutions"), including, without limitation, the securitization transaction contemplated by the Company involving the issuance and sale of asset-backed notes in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000) (the "Transaction").

Section 2. Good Standing and Organization

I hereby certify that Skybridge Fintech Ltd. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was originally incorporated under the name "Skybridge Financial Technologies, Inc." on March 14, 2018, and changed its name to "Skybridge Fintech Ltd." by amendment to its Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 22, 2020. The Company has not been dissolved, merged, or consolidated into any other entity, and no proceedings for the dissolution or winding up of the Company have been commenced or are contemplated.

The Company's registered agent in the State of Delaware is Cascade Systems, located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Company's principal office and place of business is located at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801.

Section 3. Certificate of Incorporation and Bylaws

I hereby certify that the Certificate of Incorporation of the Company, as amended and restated (the "Charter"), and the Amended and Restated Bylaws of the Company (the "Bylaws"), each as amended through the date hereof, are in full force and effect. True, correct, and complete copies of the Charter and the Bylaws, as currently in effect, are on file in the corporate records of the Company and have been made available to Calderwood & Harkness LLP in connection with its engagement as issuer's counsel for the Transaction. No amendments to the Charter or the Bylaws have been adopted, proposed, or authorized since January 30, 2024, the date on which the Resolutions attached hereto were adopted, that would in any way affect, limit, restrict, or otherwise modify the authority granted to the officers of the Company under the Resolutions or the Company's ability to consummate the Transaction.

Section 4. Incumbency of Directors

I hereby certify that the following persons are the duly elected or appointed and currently serving members of the Board of Directors of the Company (the "Board"), and that each such person held office as a director at the time of the meeting at which the Resolutions were adopted and continues to hold such office as of the date hereof:

I further certify that a quorum of the Board, as required by the Bylaws, was present at the duly convened meeting of the Board held on January 30, 2024, at which the Resolutions were adopted. Specifically, all six (6) members of the Board were present at such meeting, either in person or by means of telephone or video conference, and participated throughout the deliberations and voting on the Resolutions. The Resolutions were adopted by the unanimous vote of all directors present.

Section 5. Incumbency of Officers

I hereby certify the incumbency and specimen signatures of the following officers of the Company, each of whom is duly appointed, qualified, and acting in the capacity set forth opposite his or her name:

Arun Mehta — Chief Executive Officer & Co-Founder

Specimen Signature: ________

Danielle Prescott — Chief Financial Officer; Manager of SkyLend Funding LLC

Specimen Signature: ________

Tomás Reyes — General Counsel and Secretary

Specimen Signature: ________

Each of the foregoing officers was duly elected or appointed by the Board and is authorized to act in the capacity indicated above. The specimen signatures set forth above are the true and genuine signatures of such officers.

Section 6. Attachment of Resolutions

I hereby certify that the resolutions attached hereto as Exhibit A are true, correct, and complete copies of the resolutions duly adopted by the Board of Directors of Skybridge Fintech Ltd. at a meeting duly convened and held on January 30, 2024, at which a quorum of directors was present and acting throughout. The Resolutions were adopted by the unanimous written consent of all directors present at such meeting, and no director present dissented from or abstained with respect to any of the Resolutions. The Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect, and remain in full force and effect as of the date hereof.

Section 7. Authorization

I hereby certify that the Company has all requisite corporate power and authority under its Charter, Bylaws, and the Delaware General Corporation Law to enter into, execute, deliver, and perform the transactions contemplated by the Resolutions, including, without limitation, the authority to (a) form SkyLend Funding LLC and SkyLend Receivables Trust 2024-1, (b) sell, transfer, and assign consumer installment-loan receivables to such entities, (c) cause SkyLend Receivables Trust 2024-1 to issue asset-backed notes, (d) engage legal counsel, underwriters, rating agencies, auditors, servicers, trustees, and other service providers in connection with the Transaction, and (e) execute and deliver all transaction documents contemplated by the Resolutions.

No consents, approvals, authorizations, registrations, filings, or qualifications of or with any governmental authority or regulatory body are required to be obtained or made by the Company in connection with the execution, delivery, or performance of the transaction documents, or the consummation of the transactions contemplated thereby, that have not been obtained or made, other than (i) such filings as may be required under applicable federal and state securities laws in connection with the offering and sale of the Notes under Rule 144A and Regulation S, (ii) the filing of UCC financing statements and continuation statements with the appropriate filing offices, and (iii) such filings as may be required with the Delaware Secretary of State in connection with the formation of SkyLend Funding LLC and SkyLend Receivables Trust 2024-1.

Section 8. No Conflict

I hereby certify that, to the best of my knowledge after due inquiry and based upon my review of the Company's corporate records and material agreements, the execution, delivery, and performance by the Company of the transaction documents contemplated by the Resolutions, and the consummation of the transactions contemplated thereby, will not (a) violate, conflict with, or result in a breach of any provision of the Charter or Bylaws of the Company, (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation, or acceleration under, any material agreement, indenture, mortgage, deed of trust, loan agreement, credit agreement, or other instrument to which the Company is a party or by which the Company or any of its properties or assets is bound, including, without limitation, the Company's existing credit facility with Meridian Capital Partners, or (c) violate any order, judgment, injunction, decree, statute, rule, or regulation applicable to the Company or any of its properties or assets.

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the 30th day of January, 2024.

SKYBRIDGE FINTECH LTD.

By: ________

Name: Tomás Reyes

Title: Secretary and General Counsel

Date: January 30, 2024

EXHIBIT A

RESOLUTIONS OF THE BOARD OF DIRECTORS OF SKYBRIDGE FINTECH LTD.

Adopted January 30, 2024

PREAMBLE AND RECITALS

The following resolutions were adopted by the Board of Directors (the "Board") of Skybridge Fintech Ltd., a Delaware corporation (the "Company" or "SBF"), at a duly convened meeting of the Board held on January 30, 2024, at which a quorum of the Board was present and acting throughout, upon due deliberation and consideration of the matters set forth herein and the materials presented to the Board by management and counsel:

WHEREAS, Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801, is engaged in the business of originating unsecured consumer installment loans through its direct-to-consumer digital lending platform known as "SkyLend," with approximately $1.4 billion in consumer loans originated in fiscal year 2023, approximately 312,000 active borrowers as of December 31, 2023, and gross receivables of approximately $876,500,000 as of December 31, 2023;

WHEREAS, the Company desires to undertake a securitization transaction (the "Transaction") involving the issuance and sale of asset-backed notes (the "Notes") in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000), secured by a pool of unsecured consumer installment-loan receivables originated through the SkyLend platform, to be offered and sold pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S promulgated thereunder, to qualified institutional buyers and non-U.S. persons in reliance upon available exemptions from registration;

WHEREAS, in connection with the Transaction, the Company proposes to form or cause to be formed (a) SkyLend Funding LLC, a Delaware limited liability company (EIN: 93-4187620), to serve as the depositor (the "Depositor"), and (b) SkyLend Receivables Trust 2024-1 (EIN: 93-4201855), a Delaware statutory trust, to serve as the issuing entity (the "Trust" or "SRT 2024-1"), each as a special-purpose, bankruptcy-remote entity designed to isolate the receivables pool from the credit risk of the Company;

WHEREAS, the proposed capital structure of the Transaction contemplates the issuance by the Trust of the following classes of asset-backed notes and residual interests:

(i) Class A Asset-Backed Notes (the "Class A Notes") — in an aggregate principal amount of $170,000,000, representing 85% of the total capital structure, with expected ratings of Aaa(sf) from Meridian Credit Ratings, Inc. and AA+(sf) from Carrollton Ratings Group LLC, and a target coupon in the range of 5.45% to 5.65% per annum;

(ii) Class B Asset-Backed Notes (the "Class B Notes") — in an aggregate principal amount of $22,000,000, representing 11% of the total capital structure, with expected ratings of A2(sf) from Meridian Credit Ratings, Inc. and A(sf) from Carrollton Ratings Group LLC, and a target coupon in the range of 6.75% to 7.00% per annum; and

(iii) Subordinated Residual Interest — in the initial amount of $8,000,000, representing 4% of the total capital structure, unrated, to be retained by the Company through the Depositor in satisfaction of applicable risk-retention requirements and as an equity investment in the Transaction;

WHEREAS, the Company has engaged Calderwood & Harkness LLP ("C&H"), with offices at 425 Lexington Avenue, New York, New York 10017, as issuer's counsel in connection with the Transaction, as reflected in the engagement letter dated January 25, 2024 (Matter No. 1009-00005), and the Board has been briefed by C&H on the legal structure, regulatory requirements, and documentation framework for the Transaction;

WHEREAS, the Company proposes to engage Halcyon Securities LLC ("Halcyon"), with offices at 200 Vesey Street, 42nd Floor, New York, New York 10281, as sole bookrunning manager and initial purchaser for the offering of the Notes, and to execute a preliminary purchase agreement (the "PPA") and related engagement letter with Halcyon (Deal Reference HLC-ABS-2024-017) setting forth the terms and conditions of the underwriting and placement;

WHEREAS, the Company proposes to engage Clearview Loan Servicing, Inc. ("Clearview"), with offices at 8800 Brecksville Road, Suite 300, Cleveland, Ohio 44141, as third-party servicer and sub-servicer of the consumer receivables in the Trust, pursuant to the Master Servicing Agreement dated October 1, 2022 (Servicing Account No. CLS-SBF-2022-0041), as amended by Amendment No. 1 thereto, which amendment shall adapt Clearview's servicing obligations to the securitization framework and add securitization-specific reporting requirements;

WHEREAS, the Company proposes to engage Keymark Trust Company, National Association ("Keymark"), with offices at 600 North King Street, Wilmington, Delaware 19801, as owner trustee of the Trust under the Trust Agreement, and Atlantic Fiduciary Services, Inc. ("AFS"), with offices at 2 Christiana Centre, Suite 1400, Wilmington, Delaware 19801, as indenture trustee, paying agent, note registrar, and custodian under the Indenture;

WHEREAS, the Company proposes to engage Meridian Credit Ratings, Inc. ("Meridian"), with offices at 7 World Trade Center, 33rd Floor, New York, New York 10007, and Carrollton Ratings Group LLC ("Carrollton"), with offices at 55 Water Street, 40th Floor, New York, New York 10041, as rating agencies to assign credit ratings to the Class A Notes and the Class B Notes;

WHEREAS, the Company proposes to engage Rowland & Cross LLP ("R&C"), with offices at 1250 Avenue of the Americas, 22nd Floor, New York, New York 10020, the Company's independent registered public accounting firm, to deliver an agreed-upon procedures letter ("AUP Letter") and a comfort letter in connection with the Transaction, addressing certain financial information and statistical data to be included in the offering memorandum;

WHEREAS, the Company proposes to engage Donnovan Press LLC ("Donnovan") as printer and EDGAR filing agent for the preparation, production, and distribution of the preliminary offering memorandum, the final offering memorandum, and related marketing and investor materials;

WHEREAS, Pinnacle Growth Equity Partners, LP ("Pinnacle"), with offices at 399 Park Avenue, 28th Floor, New York, New York 10022, the holder of approximately 62.4% of the fully diluted equity of the Company (acquired pursuant to a $95,000,000 Series C preferred stock investment completed in 2021), has been consulted regarding the Transaction and has reviewed the summary terms thereof, and Marcus Yoon, Principal of Pinnacle and the Board representative designated by Pinnacle, has confirmed Pinnacle's support for the Transaction and has participated in the Board's deliberations in his capacity as a director;

WHEREAS, the Board of Directors has reviewed and carefully considered the terms and conditions of the Transaction and the related transaction documents, including the proposed capital structure, credit enhancement features, pricing targets, fee arrangements with service providers, and the advice of C&H and management, and the Board has determined, in its business judgment, that the Transaction is fair and reasonable, is in the best interests of the Company and its stockholders, and will provide the Company with an efficient and cost-effective source of funding, diversify its capital structure, and enhance its competitive position in the consumer lending marketplace;

NOW, THEREFORE, the Board of Directors of Skybridge Fintech Ltd. does hereby adopt the following resolutions:

Resolution 1: Approval of the Securitization Transaction

RESOLVED, that the Transaction, as described in the foregoing recitals and in the materials presented to the Board by management and by C&H, be, and the same hereby is, approved in all respects, including, without limitation, the issuance and sale of asset-backed notes by SkyLend Receivables Trust 2024-1 in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000), consisting of the Class A Notes, the Class B Notes, and the subordinated residual interest, all on the terms and subject to the conditions described herein. The Transaction shall involve the transfer and sale of eligible consumer installment-loan receivables from the Company to the Depositor, and from the Depositor to the Trust, from a receivables pool with a cut-off date of March 31, 2024, consisting of approximately 23,100 receivables with an aggregate outstanding principal balance of approximately $213,750,000 gross before the application of eligibility screening criteria, and the Board hereby authorizes and directs the officers of the Company to take all actions and to execute all documents necessary or desirable to consummate the Transaction in accordance with these Resolutions and the advice of counsel.

Resolution 2: Formation and Authorization of SkyLend Funding LLC

RESOLVED, that the officers of the Company are hereby authorized and directed to cause the formation of SkyLend Funding LLC (EIN: 93-4187620), a Delaware limited liability company, with its registered office at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801, with the Company as its sole member and equity holder, to serve as the depositor in the Transaction and to hold and transfer the receivables to SkyLend Receivables Trust 2024-1 in connection therewith.

FURTHER RESOLVED, that Danielle Prescott, Chief Financial Officer of the Company, is hereby designated and appointed as the Manager of SkyLend Funding LLC, with full authority to act on behalf of SkyLend Funding LLC in connection with the Transaction and to execute all documents, instruments, and certificates on its behalf, subject to the oversight and direction of the Board.

FURTHER RESOLVED, that the officers of the Company are hereby authorized to execute and deliver the Limited Liability Company Agreement of SkyLend Funding LLC (the "LLC Agreement"), in such form as may be approved by C&H, including such separateness covenants, bankruptcy-remoteness provisions, independent director requirements, restrictions on activities and indebtedness, and other terms and conditions as may be necessary or desirable to ensure that SkyLend Funding LLC qualifies as a special-purpose entity for purposes of the Transaction and is treated as separate and distinct from the Company for purposes of any rating agency analysis, true-sale analysis, or non-consolidation analysis. The LLC Agreement shall, among other things, provide that SkyLend Funding LLC (a) shall not commingle its assets with those of the Company or any other entity, (b) shall maintain separate books and records and bank accounts, (c) shall hold itself out as an entity separate from the Company, (d) shall not incur any indebtedness other than in connection with the Transaction, and (e) shall not engage in any business or activity other than as contemplated by the Transaction.

Resolution 3: Formation and Authorization of SkyLend Receivables Trust 2024-1

RESOLVED, that the officers of the Company, acting through SkyLend Funding LLC as depositor, are hereby authorized and directed to cause the formation of SkyLend Receivables Trust 2024-1 (EIN: 93-4201855), a Delaware statutory trust formed under the Delaware Statutory Trust Act, 12 Del. C. §§ 3801–3826, by the execution and delivery of a Trust Agreement (the "Trust Agreement") with Keymark Trust Company, National Association, as owner trustee. The Trust shall serve as the issuing entity in the Transaction and shall issue the Notes and the subordinated residual interest contemplated hereby.

FURTHER RESOLVED, that the Trust Agreement shall include separateness covenants, limited-purpose provisions, restrictions on activities and indebtedness, independent trustee requirements, and such other terms and conditions as C&H may advise are necessary or desirable to ensure that SkyLend Receivables Trust 2024-1 qualifies as a special-purpose entity and a bankruptcy-remote issuing vehicle for purposes of the Transaction and is treated as a grantor trust for federal income tax purposes.

FURTHER RESOLVED, that the annual owner trustee fee of Seven Thousand Five Hundred Dollars ($7,500.00) payable to Keymark Trust Company, National Association, in consideration for its services as owner trustee, is hereby approved and authorized, and the Authorized Officers are directed to cause such fee to be paid from the assets of the Trust in accordance with the priority of payments set forth in the Indenture.

Resolution 4: Approval and Authorization of Transaction Documents

RESOLVED, that the officers of the Company (specifically, any of Arun Mehta, Chief Executive Officer; Danielle Prescott, Chief Financial Officer; or Tomás Reyes, General Counsel and Secretary, each an "Authorized Officer") are hereby authorized and directed to negotiate, finalize, execute, and deliver, on behalf of the Company (and, to the extent applicable, on behalf of SkyLend Funding LLC and SkyLend Receivables Trust 2024-1), each of the following transaction documents (collectively, the "Transaction Documents"), in substantially the forms presented to the Board or as may be modified, amended, or supplemented in accordance with the advice of C&H and the business judgment of the Authorized Officers, together with all exhibits, schedules, annexes, and supplements thereto, and such other documents, instruments, certificates, and agreements as may be necessary, appropriate, or desirable to consummate the Transaction:

(a) Indenture. An indenture (the "Indenture") between SkyLend Receivables Trust 2024-1, as issuer, and Atlantic Fiduciary Services, Inc., as indenture trustee, paying agent, note registrar, and custodian, providing for the issuance of the Class A Notes and the Class B Notes, and setting forth, among other things, the payment waterfall governing the distribution of collections on the receivables, the overcollateralization target of 3.5% of the aggregate note balance ($7,000,000), the establishment and maintenance of a reserve account in the initial amount of 1.00% of the aggregate note balance ($2,000,000), events of default, early-amortization triggers (including triggers based on delinquency rates, cumulative net loss rates, and servicer performance metrics), remedies, and the rights and obligations of the indenture trustee. The acceptance fee of Fifteen Thousand Dollars ($15,000.00) and the annual trustee fee of Twelve Thousand Five Hundred Dollars ($12,500.00) payable to Atlantic Fiduciary Services, Inc. in consideration for its services as indenture trustee, paying agent, note registrar, and custodian are hereby approved.

(b) Receivables Purchase Agreement. A receivables purchase agreement (the "RPA") between the Company, as seller and originator, and SkyLend Funding LLC, as purchaser and depositor, providing for the sale and transfer of eligible consumer installment-loan receivables from the Company to the Depositor. The RPA shall set forth the eligibility criteria for receivables to be included in the pool, including, without limitation, a maximum single-obligor concentration limit of 0.15% of the aggregate outstanding principal balance of the pool or $300,000, whichever is less, and a geographic concentration limit providing that no single state shall account for more than 20% of the aggregate outstanding principal balance of the pool. The RPA shall also include representations and warranties by the Company as to the characteristics and quality of the receivables, repurchase obligations upon breach of such representations and warranties (subject to customary cure periods and materiality thresholds), the purchase price methodology, and such other terms as may be customary for receivables purchase agreements in consumer loan securitization transactions.

(c) Sale and Servicing Agreement. A sale and servicing agreement (the "SSA") among SkyLend Funding LLC, as depositor, SkyLend Receivables Trust 2024-1, as issuer, the Company, as servicer, and Clearview Loan Servicing, Inc., as sub-servicer, governing the transfer of receivables from the Depositor to the Trust, the servicing standards applicable to the administration and collection of the receivables, the payment-application waterfall (interest → fees → principal), monthly reporting requirements (including distribution-date reports, pool performance reports, and servicer compliance certificates), servicer termination events, successor servicer appointment mechanics, and the servicing fee payable to the Company as servicer in the amount of 0.50% per annum of the outstanding pool balance (estimated first-year servicing fee of approximately $1,000,000), a portion of which shall be paid to Clearview as sub-servicing compensation.

(d) Amendment No. 1 to Master Servicing Agreement. An amendment (the "MSA Amendment") to the Master Servicing Agreement dated October 1, 2022 (Servicing Account No. CLS-SBF-2022-0041) between the Company and Clearview Loan Servicing, Inc., adapting Clearview's servicing obligations under the Master Servicing Agreement for the specific requirements of the Trust, adding securitization-specific reporting requirements (including investor reporting templates, trustee reports, and rating agency surveillance data), confirming the contractual payment-application waterfall under §4.03 of the Master Servicing Agreement, and addressing such other matters as may be required to align Clearview's servicing practices with the terms of the Indenture and the Sale and Servicing Agreement.

(e) Preliminary Purchase Agreement. A preliminary purchase agreement (the "PPA") among SkyLend Receivables Trust 2024-1, as issuer, the Company, as sponsor and originator, SkyLend Funding LLC, as depositor, and Halcyon Securities LLC, as initial purchaser and sole bookrunning manager, providing for the Rule 144A and Regulation S placement of the Notes on a firm-commitment basis. The PPA shall provide for, among other things, an underwriting discount of 1.00% of the aggregate principal amount of the Notes placed ($2,000,000), expense-reimbursement obligations of the Company under §7(b) of the PPA (including reimbursement of Halcyon's reasonable out-of-pocket expenses, including fees and disbursements of Halcyon's legal counsel), force-majeure and material-change termination rights in favor of Halcyon, representations and warranties by the Company and the Depositor as to the receivables pool and the offering memorandum, customary conditions precedent to closing (including delivery of legal opinions, comfort letters, and officer's certificates), and indemnification provisions in favor of Halcyon and its affiliates.

(f) Administration Agreement. An administration agreement (the "Administration Agreement") between SkyLend Receivables Trust 2024-1, as issuer, and the Company, as administrator, providing for the Company to perform administrative duties on behalf of the Trust, including, without limitation, the preparation and filing of annual reports, current reports, and other periodic reports with the Securities and Exchange Commission (to the extent required), the preparation and filing of tax returns and informational statements on behalf of the Trust, coordination with the indenture trustee and the owner trustee, oversight of compliance with the terms of the Indenture and the Sale and Servicing Agreement, and such other administrative functions as may be specified therein.

(g) Account Control Agreement. An account control agreement (the "ACA") among SkyLend Receivables Trust 2024-1, as issuer, Atlantic Fiduciary Services, Inc., as indenture trustee, and Keymark Trust Company, National Association, as collection-account bank, establishing the indenture trustee's control and dominion over the collection account, the reserve account, and any other trust accounts maintained in connection with the Transaction, and providing for the disposition of funds in such accounts in accordance with the priority of payments set forth in the Indenture.

(h) Custodial Agreement. A custodial agreement (the "Custodial Agreement") between SkyLend Receivables Trust 2024-1, as issuer, and Atlantic Fiduciary Services, Inc., as custodian of the receivable files, providing for the custody, safekeeping, and maintenance of the original loan documents, promissory notes (to the extent applicable), loan agreements, and other receivable files evidencing the consumer installment-loan receivables constituting the pool, and setting forth the custodian's duties and responsibilities with respect to the review, release, and return of such receivable files.

(i) Backup Servicing Agreement. A backup servicing agreement (the "BSA"), if applicable, between SkyLend Receivables Trust 2024-1, as issuer, and Clearview Loan Servicing, Inc., as backup servicer, providing for Clearview to maintain systems and processes sufficient to assume the servicing of the receivables pool in the event of a servicer termination event under the Sale and Servicing Agreement, and to perform such warm backup servicing duties as may be required by the rating agencies or the indenture trustee.

(j) Preliminary Offering Memorandum and Final Offering Memorandum. A preliminary offering memorandum (the "Preliminary OM") and a final offering memorandum (the "Final OM") for the Rule 144A and Regulation S offering of the Notes, together with all supplements, amendments, and related marketing materials, investor presentations, term sheets, and other investor communications (collectively, the "Offering Materials"), in such form and substance as may be approved by the Authorized Officers, C&H, and Halcyon, describing the terms of the Notes, the receivables pool, the credit enhancement structure, the parties to the Transaction, risk factors, and such other information as may be required or customary for offerings of asset-backed securities of this type.

(k) Rating-Agency Engagement Letters. Engagement letters with Meridian Credit Ratings, Inc. and Carrollton Ratings Group LLC, on terms substantially as described herein, including an engagement fee of One Hundred Eighty-Five Thousand Dollars ($185,000.00) and an annual surveillance fee of Twenty-Five Thousand Dollars ($25,000.00) payable to Meridian, and an engagement fee of One Hundred Sixty Thousand Dollars ($160,000.00) and an annual surveillance fee of Twenty Thousand Dollars ($20,000.00) payable to Carrollton.

(l) Engagement Letters and Agreements with Service Providers. Engagement letters and agreements with the following service providers, on terms substantially as described herein or as may be negotiated by the Authorized Officers:

(i) Rowland & Cross LLP — for the delivery of an agreed-upon procedures letter and a comfort letter in connection with the Transaction, with an estimated fee of Two Hundred Seventy-Five Thousand Dollars ($275,000.00);

(ii) Donnovan Press LLC — for printing and EDGAR preparation services in connection with the Offering Materials; and

(iii) Broadleaf Analytics Group LLC — for loan-level due diligence review of the receivables pool, if engaged by or on behalf of the Company in connection with the Transaction.

(m) Such Other Documents. Such other documents, instruments, certificates, and agreements as may be required or contemplated by the foregoing Transaction Documents or as any Authorized Officer may deem necessary, appropriate, or desirable to consummate the Transaction, including, without limitation, officer's certificates, closing certificates, bring-down certificates, UCC-1 financing statements and continuation statements, filings with the Delaware Secretary of State (including a Certificate of Formation for SkyLend Funding LLC and a Certificate of Trust for SkyLend Receivables Trust 2024-1), IRS Form SS-4 applications, and any other documents required by the indenture trustee, the owner trustee, the rating agencies, the initial purchaser, or applicable law.

Resolution 5: Designation of Authorized Signatories

RESOLVED, that each of the following officers of the Company is hereby designated as an "Authorized Officer" and is authorized and empowered, acting individually (without the requirement of any co-signature or counter-signature), to execute and deliver, on behalf of the Company (and, to the extent applicable, on behalf of SkyLend Funding LLC and SkyLend Receivables Trust 2024-1), each of the Transaction Documents and any other documents, instruments, certificates, or agreements contemplated thereby or necessary or desirable in connection with the Transaction, with the signature of any such Authorized Officer being conclusive evidence that such officer was duly authorized to execute such document:

(a) Arun Mehta, Chief Executive Officer & Co-Founder;

(b) Danielle Prescott, Chief Financial Officer; Manager of SkyLend Funding LLC; and

FURTHER RESOLVED, that any Authorized Officer is hereby authorized to delegate execution authority for ministerial, administrative, or routine documents (including, without limitation, UCC financing statements, powers of attorney for filing purposes, EDGAR filing authorizations, and tax forms) to such other officers, employees, or agents of the Company as such Authorized Officer may designate in writing, provided that such delegation shall be evidenced by a written instrument signed by such Authorized Officer and shall be subject to revocation at any time.

Resolution 6: Authorization of Legal Counsel

RESOLVED, that the engagement of Calderwood & Harkness LLP, with offices at 425 Lexington Avenue, New York, New York 10017 (Matter No. 1009-00005), as issuer's counsel to the Company and the Trust in connection with the Transaction, as reflected in the engagement letter dated January 25, 2024, is hereby ratified, confirmed, and approved in all respects. The engagement team for the Transaction includes the following professionals:

• Linda Osei, Partner — Responsible Partner (billing rate: $1,575/hr)

• Theodore Langston, Partner — Billing Partner (billing rate: $1,250/hr)

• Patrick Gallagher, Senior Associate — Lead Associate (billing rate: $925/hr)

• Simone Laroche, Associate — Working Associate (billing rate: $725/hr)

The estimated fees for the capital markets phase of the Transaction are Eight Hundred Fifty Thousand Dollars ($850,000.00), exclusive of disbursements and expenses, and the Company acknowledges that actual fees may vary depending on the complexity and duration of the Transaction. The Authorized Officers are hereby authorized to approve and cause to be paid all invoices of C&H in connection with the Transaction.

FURTHER RESOLVED, that C&H is hereby authorized to render legal opinions on behalf of the Company and the Trust as may be required in connection with the Transaction, including, without limitation, (a) a true-sale opinion with respect to the transfer of receivables from the Company to SkyLend Funding LLC, (b) a non-consolidation opinion with respect to SkyLend Funding LLC and SkyLend Receivables Trust 2024-1, (c) a security-interest opinion with respect to the perfection and priority of the security interests created under the Indenture, (d) a tax opinion as to the characterization of SkyLend Receivables Trust 2024-1 as a grantor trust for federal income tax purposes, (e) a negative-assurance letter to the initial purchaser in connection with the offering memorandum, and (f) such other legal opinions, certificates, or comfort as may be required by the Transaction Documents, the rating agencies, or the initial purchaser.

Resolution 7: Authorization of Underwriter Engagement

RESOLVED, that the engagement of Halcyon Securities LLC, with offices at 200 Vesey Street, 42nd Floor, New York, New York 10281 (Deal Reference HLC-ABS-2024-017), as sole bookrunning manager and initial purchaser for the Rule 144A and Regulation S offering of the Notes, and the negotiation, execution, and delivery of the underwriting engagement letter and the Preliminary Purchase Agreement with Halcyon, on the terms described herein and in the recitals above, are hereby approved in all respects. Halcyon's underwriting discount of 1.00% of the aggregate principal amount of the Notes placed, in the amount of Two Million Dollars ($2,000,000.00), is hereby approved as fair and reasonable compensation for Halcyon's services as initial purchaser. The Authorized Officers are hereby authorized to negotiate and finalize the terms of the PPA, including the pricing, allocation, and settlement mechanics for the Notes, and to execute and deliver such agreement on behalf of the Company, the Depositor, and the Trust.

Resolution 8: Authorization of Rating-Agency and Auditor Engagements

RESOLVED, that the engagement of Meridian Credit Ratings, Inc. and Carrollton Ratings Group LLC as rating agencies for the Transaction, on the terms described in the recitals hereto, is hereby approved and authorized. The engagement fee of One Hundred Eighty-Five Thousand Dollars ($185,000.00) and annual surveillance fee of Twenty-Five Thousand Dollars ($25,000.00) payable to Meridian, and the engagement fee of One Hundred Sixty Thousand Dollars ($160,000.00) and annual surveillance fee of Twenty Thousand Dollars ($20,000.00) payable to Carrollton, are hereby approved as fair and reasonable, and the Authorized Officers are hereby authorized to execute and deliver all related engagement letters, fee agreements, and representations letters required by each rating agency.

FURTHER RESOLVED, that the engagement of Rowland & Cross LLP, the Company's independent registered public accounting firm, to deliver an agreed-upon procedures letter and a comfort letter in connection with the Transaction, with an estimated fee of Two Hundred Seventy-Five Thousand Dollars ($275,000.00), is hereby approved and authorized, and the Authorized Officers are directed to execute and deliver all related engagement letters and authorizations required by R&C.

Resolution 9: Authorization to Sell and Transfer Receivables

RESOLVED, that the Authorized Officers are hereby authorized and directed to cause the Company, as seller and originator, to sell, transfer, assign, set over, and convey to SkyLend Funding LLC, as purchaser and depositor, and to cause SkyLend Funding LLC, as depositor, to sell, transfer, assign, set over, and convey to SkyLend Receivables Trust 2024-1, as issuer, all right, title, and interest of the Company (and, thereafter, of SkyLend Funding LLC) in and to the eligible consumer installment-loan receivables and all related assets constituting the receivables pool, including all proceeds thereof, all rights to payment thereunder, and all related security, guarantees, and supporting obligations, pursuant to the Receivables Purchase Agreement and the Sale and Servicing Agreement, respectively. The aggregate principal amount of receivables to be transferred to the Trust shall be sufficient to support the issuance of Notes in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000), and the Authorized Officers are authorized to determine the final composition and size of the receivables pool in consultation with C&H, Halcyon, and the rating agencies.

The Board acknowledges that the transfers contemplated by the RPA and the SSA are intended to constitute true sales of the receivables and not merely pledges or grants of security interests, and the Authorized Officers are directed to ensure that all Transaction Documents are drafted and executed in a manner consistent with this intent.

Resolution 10: Retention of Residual Interest

RESOLVED, that the Company, acting through SkyLend Funding LLC as depositor, is hereby authorized to retain the subordinated residual interest in SkyLend Receivables Trust 2024-1 in the initial amount of Eight Million Dollars ($8,000,000.00), representing 4% of the total capital structure, as an unrated equity position. The retention of the residual interest is intended, among other things, to satisfy any applicable risk-retention requirements under Regulation RR (17 C.F.R. Part 246) or any successor regulation, and to align the economic interests of the Company with those of the investors in the Notes. The Authorized Officers are hereby authorized to enter into such agreements, instruments, and certificates as may be necessary or desirable to document such retention, including any risk-retention disclosures required to be included in the offering memorandum.

Resolution 11: CUSIP Application and Securities Filings

RESOLVED, that the Authorized Officers are hereby authorized and directed to apply for CUSIP numbers for each class of Notes to be issued by SkyLend Receivables Trust 2024-1 (allocated prefix: 87165Q), through the CUSIP Global Services bureau administered by Standard & Poor's, and to take all actions necessary to obtain and maintain such CUSIP numbers. The Authorized Officers are further authorized and directed to prepare and cause to be filed with the Securities and Exchange Commission, any applicable state securities authorities, the Financial Industry Regulatory Authority (FINRA), and such other regulatory bodies or self-regulatory organizations as may be required, all necessary applications, notices, filings, forms, and registrations in connection with the offering and sale of the Notes under Rule 144A and Regulation S, including any Form D filings required under Regulation D and any blue sky filings required under applicable state securities laws.

Resolution 12: Tax Matters

RESOLVED, that the Authorized Officers are hereby authorized and directed to take all actions necessary or advisable to ensure that SkyLend Receivables Trust 2024-1 is characterized and treated as a grantor trust under Subpart E of Subchapter J (Sections 671 through 679) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, and not as an association taxable as a corporation, a partnership, or a taxable mortgage pool. The Authorized Officers are further authorized to file or cause to be filed all tax returns, elections, informational statements (including IRS Forms 1041, 1099, and any applicable state and local tax returns), and other documents required in connection with the tax treatment of the Trust, the Notes, and the subordinated residual interest, and to retain such tax advisors, consultants, and accountants as may be necessary or desirable in connection therewith.

Resolution 13: General Authorization

RESOLVED, that each Authorized Officer is hereby authorized and empowered to take or cause to be taken all such further actions, to execute and deliver all such further documents, instruments, certificates, and agreements, and to pay or cause to be paid all such fees, costs, and expenses, as such Authorized Officer may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing Resolutions and to consummate the Transaction, with the signature of any Authorized Officer on any such document, instrument, certificate, or agreement being conclusive evidence of the authority granted hereunder and of the approval of the Board. Without limiting the generality of the foregoing, each Authorized Officer is authorized to:

(i) negotiate and agree to modifications, amendments, waivers, or supplements to any of the Transaction Documents, provided that no such modification, amendment, waiver, or supplement shall materially and adversely affect the interests of the Company or its stockholders without the prior approval of the Board;

(ii) determine the final terms of the Notes, including the final interest rates, principal amounts, payment dates, expected maturity dates, and other terms and conditions, within the ranges and parameters set forth in these Resolutions;

(iii) cause the Company to make such representations, warranties, and covenants as may be required under the Transaction Documents;

(iv) appoint and engage such additional counsel, advisors, consultants, agents, and service providers as may be necessary or desirable in connection with the Transaction; and

(v) take all such other actions as may be required by applicable law, regulation, or agreement in connection with the Transaction.

FURTHER RESOLVED, that all actions heretofore taken by any officer, director, employee, or agent of the Company in furtherance of the Transaction or any of the matters contemplated by these Resolutions, including, without limitation, the engagement of C&H, communications with potential service providers and counterparties, and the preparation of preliminary drafts of Transaction Documents, are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Company.

Resolution 14: Ratification

RESOLVED, that all prior acts, contracts, agreements, expenditures, and commitments of the officers, directors, employees, and agents of the Company taken or made in connection with the Transaction and the formation of the special-purpose entities created for the Transaction, including, without limitation:

(a) the formation of SkyLend Funding LLC (formed January 30, 2024, pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware);

(b) the formation of SkyLend Receivables Trust 2024-1 (formed February 14, 2024, pursuant to a Certificate of Trust filed with the Secretary of State of the State of Delaware);

(c) the execution and delivery of the engagement letter with Calderwood & Harkness LLP dated January 25, 2024 (Matter No. 1009-00005); and

(d) all communications, negotiations, and preliminary agreements with Halcyon Securities LLC, Clearview Loan Servicing, Inc., Keymark Trust Company, N.A., Atlantic Fiduciary Services, Inc., Meridian Credit Ratings, Inc., Carrollton Ratings Group LLC, Rowland & Cross LLP, and other parties in connection with the Transaction,

are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Company, and no further action or approval of the Board shall be required with respect thereto.

PART III

CERTIFICATION AND SIGNATURE

I, Tomás Reyes, Secretary and General Counsel of Skybridge Fintech Ltd., do hereby further certify that the foregoing resolutions (Resolutions 1 through 14, inclusive) were duly adopted by the Board of Directors of Skybridge Fintech Ltd. at a duly convened meeting of the Board held on January 30, 2024, at the Company's principal office at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801, and by telephone and video conference, at which a quorum of directors was present and acting throughout. All six (6) members of the Board of Directors were present at such meeting, and the Resolutions were adopted by the unanimous vote of all directors present, with no director dissenting or abstaining. The meeting was called upon proper notice in accordance with the Bylaws of the Company, and all procedural requirements for the valid adoption of the Resolutions were satisfied.

I further certify that such Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect, and remain in full force and effect as of the date hereof. No proceedings have been initiated or are pending or contemplated for the amendment, modification, rescission, or revocation of any of the foregoing Resolutions.

IN WITNESS WHEREOF, the undersigned has executed this Certificate and the attached Resolutions as of the 30th day of January, 2024.

SKYBRIDGE FINTECH LTD.

By: ________

Name: Tomás Reyes

Title: Secretary and General Counsel

Date: January 30, 2024

Countersignature and Acknowledgment

The undersigned, Arun Mehta, Chief Executive Officer and Co-Founder of Skybridge Fintech Ltd., hereby confirms that Tomás Reyes is the duly appointed, qualified, and acting Secretary and General Counsel of the Company, that Mr. Reyes holds the offices and positions attributed to him in this Certificate, and that the signature appearing above is his true and genuine signature. The undersigned further confirms that the statements and certifications set forth in this Certificate are accurate and complete in all material respects.

SKYBRIDGE FINTECH LTD.

By: ________

Name: Arun Mehta

Title: Chief Executive Officer & Co-Founder

Date: January 30, 2024

This Secretary's Certificate and the attached Resolutions are furnished solely in connection with the transactions described herein and may not be relied upon for any other purpose. This document contains confidential and proprietary information of Skybridge Fintech Ltd. and is subject to the confidentiality provisions of the engagement letters and transaction documents referenced herein.

Name	Position / Designation
Arun Mehta	Director, Chief Executive Officer & Co-Founder
Danielle Prescott	Director, Chief Financial Officer
Tomás Reyes	Director, General Counsel & Secretary
Marcus Yoon	Director; Principal, Pinnacle Growth Equity Partners, LP (Board representative of the Company's majority equity holder)
Catherine Liang	Independent Director; Chair, Audit Committee
Robert Hendricks	Independent Director; Chair, Compensation Committee

SECRETARY'S CERTIFICATE AND RESOLUTIONS OF THE BOARD OF DIRECTORS OF SKYBRIDGE FINTECH LTD.
Skybridge Fintech Ltd. A Delaware Corporation
1400 Market Street, Suite 1210 Wilmington, Delaware 19801
EIN: 84-3291076
Board Meeting Date: January 30, 2024
PART I
SECRETARY'S CERTIFICATE
I, Tomás Reyes, in my capacity as General Counsel and Secretary of Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "SBF"), do hereby certify, pursuant to authority vested in me by the Bylaws of the Company and by the resolutions of the Board of Directors adopted on January 30, 2024, as follows:
Section 1. Identification of Certifying Officer
The undersigned, Tomás Reyes, is the duly appointed, qualified, and acting General Counsel and Secretary of Skybridge Fintech Ltd. I am authorized to execute this Secretary's Certificate and to make the certifications and representations contained herein on behalf of the Company. I have access to, and have reviewed, the corporate books and records of the Company in connection with the preparation of this Certificate, including the Company's Certificate of Incorporation, Bylaws, minute books, stock ledger, and all amendments thereto. This Certificate is being delivered in connection with the transactions described in the resolutions of the Board of Directors attached hereto as Exhibit A (the "Resolutions"), including, without limitation, the securitization transaction contemplated by the Company involving the issuance and sale of asset-backed notes in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000) (the "Transaction").
Section 2. Good Standing and Organization
I hereby certify that Skybridge Fintech Ltd. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was originally incorporated under the name "Skybridge Financial Technologies, Inc." on March 14, 2018, and changed its name to "Skybridge Fintech Ltd." by amendment to its Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 22, 2020. The Company has not been dissolved, merged, or consolidated into any other entity, and no proceedings for the dissolution or winding up of the Company have been commenced or are contemplated.
The Company's registered agent in the State of Delaware is Cascade Systems, located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Company's principal office and place of business is located at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801.
Section 3. Certificate of Incorporation and Bylaws
I hereby certify that the Certificate of Incorporation of the Company, as amended and restated (the "Charter"), and the Amended and Restated Bylaws of the Company (the "Bylaws"), each as amended through the date hereof, are in full force and effect. True, correct, and complete copies of the Charter and the Bylaws, as currently in effect, are on file in the corporate records of the Company and have been made available to Calderwood & Harkness LLP in connection with its engagement as issuer's counsel for the Transaction. No amendments to the Charter or the Bylaws have been adopted, proposed, or authorized since January 30, 2024, the date on which the Resolutions attached hereto were adopted, that would in any way affect, limit, restrict, or otherwise modify the authority granted to the officers of the Company under the Resolutions or the Company's ability to consummate the Transaction.
Section 4. Incumbency of Directors
I hereby certify that the following persons are the duly elected or appointed and currently serving members of the Board of Directors of the Company (the "Board"), and that each such person held office as a director at the time of the meeting at which the Resolutions were adopted and continues to hold such office as of the date hereof:
I further certify that a quorum of the Board, as required by the Bylaws, was present at the duly convened meeting of the Board held on January 30, 2024, at which the Resolutions were adopted. Specifically, all six (6) members of the Board were present at such meeting, either in person or by means of telephone or video conference, and participated throughout the deliberations and voting on the Resolutions. The Resolutions were adopted by the unanimous vote of all directors present.
Section 5. Incumbency of Officers
I hereby certify the incumbency and specimen signatures of the following officers of the Company, each of whom is duly appointed, qualified, and acting in the capacity set forth opposite his or her name:
Arun Mehta — Chief Executive Officer & Co-Founder
Specimen Signature: ________
Danielle Prescott — Chief Financial Officer; Manager of SkyLend Funding LLC
Specimen Signature: ________
Tomás Reyes — General Counsel and Secretary
Specimen Signature: ________
Each of the foregoing officers was duly elected or appointed by the Board and is authorized to act in the capacity indicated above. The specimen signatures set forth above are the true and genuine signatures of such officers.
Section 6. Attachment of Resolutions
I hereby certify that the resolutions attached hereto as Exhibit A are true, correct, and complete copies of the resolutions duly adopted by the Board of Directors of Skybridge Fintech Ltd. at a meeting duly convened and held on January 30, 2024, at which a quorum of directors was present and acting throughout. The Resolutions were adopted by the unanimous written consent of all directors present at such meeting, and no director present dissented from or abstained with respect to any of the Resolutions. The Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect, and remain in full force and effect as of the date hereof.
Section 7. Authorization
I hereby certify that the Company has all requisite corporate power and authority under its Charter, Bylaws, and the Delaware General Corporation Law to enter into, execute, deliver, and perform the transactions contemplated by the Resolutions, including, without limitation, the authority to (a) form SkyLend Funding LLC and SkyLend Receivables Trust 2024-1, (b) sell, transfer, and assign consumer installment-loan receivables to such entities, (c) cause SkyLend Receivables Trust 2024-1 to issue asset-backed notes, (d) engage legal counsel, underwriters, rating agencies, auditors, servicers, trustees, and other service providers in connection with the Transaction, and (e) execute and deliver all transaction documents contemplated by the Resolutions.
No consents, approvals, authorizations, registrations, filings, or qualifications of or with any governmental authority or regulatory body are required to be obtained or made by the Company in connection with the execution, delivery, or performance of the transaction documents, or the consummation of the transactions contemplated thereby, that have not been obtained or made, other than (i) such filings as may be required under applicable federal and state securities laws in connection with the offering and sale of the Notes under Rule 144A and Regulation S, (ii) the filing of UCC financing statements and continuation statements with the appropriate filing offices, and (iii) such filings as may be required with the Delaware Secretary of State in connection with the formation of SkyLend Funding LLC and SkyLend Receivables Trust 2024-1.
Section 8. No Conflict
I hereby certify that, to the best of my knowledge after due inquiry and based upon my review of the Company's corporate records and material agreements, the execution, delivery, and performance by the Company of the transaction documents contemplated by the Resolutions, and the consummation of the transactions contemplated thereby, will not (a) violate, conflict with, or result in a breach of any provision of the Charter or Bylaws of the Company, (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation, or acceleration under, any material agreement, indenture, mortgage, deed of trust, loan agreement, credit agreement, or other instrument to which the Company is a party or by which the Company or any of its properties or assets is bound, including, without limitation, the Company's existing credit facility with Meridian Capital Partners, or (c) violate any order, judgment, injunction, decree, statute, rule, or regulation applicable to the Company or any of its properties or assets.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the 30th day of January, 2024.
SKYBRIDGE FINTECH LTD.
By: ________
Name: Tomás Reyes
Title: Secretary and General Counsel
Date: January 30, 2024
EXHIBIT A
RESOLUTIONS OF THE BOARD OF DIRECTORS OF SKYBRIDGE FINTECH LTD.
Adopted January 30, 2024
PREAMBLE AND RECITALS
The following resolutions were adopted by the Board of Directors (the "Board") of Skybridge Fintech Ltd., a Delaware corporation (the "Company" or "SBF"), at a duly convened meeting of the Board held on January 30, 2024, at which a quorum of the Board was present and acting throughout, upon due deliberation and consideration of the matters set forth herein and the materials presented to the Board by management and counsel:
WHEREAS, Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801, is engaged in the business of originating unsecured consumer installment loans through its direct-to-consumer digital lending platform known as "SkyLend," with approximately $1.4 billion in consumer loans originated in fiscal year 2023, approximately 312,000 active borrowers as of December 31, 2023, and gross receivables of approximately $876,500,000 as of December 31, 2023;
WHEREAS, the Company desires to undertake a securitization transaction (the "Transaction") involving the issuance and sale of asset-backed notes (the "Notes") in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000), secured by a pool of unsecured consumer installment-loan receivables originated through the SkyLend platform, to be offered and sold pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S promulgated thereunder, to qualified institutional buyers and non-U.S. persons in reliance upon available exemptions from registration;
WHEREAS, in connection with the Transaction, the Company proposes to form or cause to be formed (a) SkyLend Funding LLC, a Delaware limited liability company (EIN: 93-4187620), to serve as the depositor (the "Depositor"), and (b) SkyLend Receivables Trust 2024-1 (EIN: 93-4201855), a Delaware statutory trust, to serve as the issuing entity (the "Trust" or "SRT 2024-1"), each as a special-purpose, bankruptcy-remote entity designed to isolate the receivables pool from the credit risk of the Company;
WHEREAS, the proposed capital structure of the Transaction contemplates the issuance by the Trust of the following classes of asset-backed notes and residual interests:
(i) Class A Asset-Backed Notes (the "Class A Notes") — in an aggregate principal amount of $170,000,000, representing 85% of the total capital structure, with expected ratings of Aaa(sf) from Meridian Credit Ratings, Inc. and AA+(sf) from Carrollton Ratings Group LLC, and a target coupon in the range of 5.45% to 5.65% per annum;
(ii) Class B Asset-Backed Notes (the "Class B Notes") — in an aggregate principal amount of $22,000,000, representing 11% of the total capital structure, with expected ratings of A2(sf) from Meridian Credit Ratings, Inc. and A(sf) from Carrollton Ratings Group LLC, and a target coupon in the range of 6.75% to 7.00% per annum; and
(iii) Subordinated Residual Interest — in the initial amount of $8,000,000, representing 4% of the total capital structure, unrated, to be retained by the Company through the Depositor in satisfaction of applicable risk-retention requirements and as an equity investment in the Transaction;
WHEREAS, the Company has engaged Calderwood & Harkness LLP ("C&H"), with offices at 425 Lexington Avenue, New York, New York 10017, as issuer's counsel in connection with the Transaction, as reflected in the engagement letter dated January 25, 2024 (Matter No. 1009-00005), and the Board has been briefed by C&H on the legal structure, regulatory requirements, and documentation framework for the Transaction;
WHEREAS, the Company proposes to engage Halcyon Securities LLC ("Halcyon"), with offices at 200 Vesey Street, 42nd Floor, New York, New York 10281, as sole bookrunning manager and initial purchaser for the offering of the Notes, and to execute a preliminary purchase agreement (the "PPA") and related engagement letter with Halcyon (Deal Reference HLC-ABS-2024-017) setting forth the terms and conditions of the underwriting and placement;
WHEREAS, the Company proposes to engage Clearview Loan Servicing, Inc. ("Clearview"), with offices at 8800 Brecksville Road, Suite 300, Cleveland, Ohio 44141, as third-party servicer and sub-servicer of the consumer receivables in the Trust, pursuant to the Master Servicing Agreement dated October 1, 2022 (Servicing Account No. CLS-SBF-2022-0041), as amended by Amendment No. 1 thereto, which amendment shall adapt Clearview's servicing obligations to the securitization framework and add securitization-specific reporting requirements;
WHEREAS, the Company proposes to engage Keymark Trust Company, National Association ("Keymark"), with offices at 600 North King Street, Wilmington, Delaware 19801, as owner trustee of the Trust under the Trust Agreement, and Atlantic Fiduciary Services, Inc. ("AFS"), with offices at 2 Christiana Centre, Suite 1400, Wilmington, Delaware 19801, as indenture trustee, paying agent, note registrar, and custodian under the Indenture;
WHEREAS, the Company proposes to engage Meridian Credit Ratings, Inc. ("Meridian"), with offices at 7 World Trade Center, 33rd Floor, New York, New York 10007, and Carrollton Ratings Group LLC ("Carrollton"), with offices at 55 Water Street, 40th Floor, New York, New York 10041, as rating agencies to assign credit ratings to the Class A Notes and the Class B Notes;
WHEREAS, the Company proposes to engage Rowland & Cross LLP ("R&C"), with offices at 1250 Avenue of the Americas, 22nd Floor, New York, New York 10020, the Company's independent registered public accounting firm, to deliver an agreed-upon procedures letter ("AUP Letter") and a comfort letter in connection with the Transaction, addressing certain financial information and statistical data to be included in the offering memorandum;
WHEREAS, the Company proposes to engage Donnovan Press LLC ("Donnovan") as printer and EDGAR filing agent for the preparation, production, and distribution of the preliminary offering memorandum, the final offering memorandum, and related marketing and investor materials;
WHEREAS, Pinnacle Growth Equity Partners, LP ("Pinnacle"), with offices at 399 Park Avenue, 28th Floor, New York, New York 10022, the holder of approximately 62.4% of the fully diluted equity of the Company (acquired pursuant to a $95,000,000 Series C preferred stock investment completed in 2021), has been consulted regarding the Transaction and has reviewed the summary terms thereof, and Marcus Yoon, Principal of Pinnacle and the Board representative designated by Pinnacle, has confirmed Pinnacle's support for the Transaction and has participated in the Board's deliberations in his capacity as a director;
WHEREAS, the Board of Directors has reviewed and carefully considered the terms and conditions of the Transaction and the related transaction documents, including the proposed capital structure, credit enhancement features, pricing targets, fee arrangements with service providers, and the advice of C&H and management, and the Board has determined, in its business judgment, that the Transaction is fair and reasonable, is in the best interests of the Company and its stockholders, and will provide the Company with an efficient and cost-effective source of funding, diversify its capital structure, and enhance its competitive position in the consumer lending marketplace;
NOW, THEREFORE, the Board of Directors of Skybridge Fintech Ltd. does hereby adopt the following resolutions:
Resolution 1: Approval of the Securitization Transaction
RESOLVED, that the Transaction, as described in the foregoing recitals and in the materials presented to the Board by management and by C&H, be, and the same hereby is, approved in all respects, including, without limitation, the issuance and sale of asset-backed notes by SkyLend Receivables Trust 2024-1 in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000), consisting of the Class A Notes, the Class B Notes, and the subordinated residual interest, all on the terms and subject to the conditions described herein. The Transaction shall involve the transfer and sale of eligible consumer installment-loan receivables from the Company to the Depositor, and from the Depositor to the Trust, from a receivables pool with a cut-off date of March 31, 2024, consisting of approximately 23,100 receivables with an aggregate outstanding principal balance of approximately $213,750,000 gross before the application of eligibility screening criteria, and the Board hereby authorizes and directs the officers of the Company to take all actions and to execute all documents necessary or desirable to consummate the Transaction in accordance with these Resolutions and the advice of counsel.
Resolution 2: Formation and Authorization of SkyLend Funding LLC
RESOLVED, that the officers of the Company are hereby authorized and directed to cause the formation of SkyLend Funding LLC (EIN: 93-4187620), a Delaware limited liability company, with its registered office at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801, with the Company as its sole member and equity holder, to serve as the depositor in the Transaction and to hold and transfer the receivables to SkyLend Receivables Trust 2024-1 in connection therewith.
FURTHER RESOLVED, that Danielle Prescott, Chief Financial Officer of the Company, is hereby designated and appointed as the Manager of SkyLend Funding LLC, with full authority to act on behalf of SkyLend Funding LLC in connection with the Transaction and to execute all documents, instruments, and certificates on its behalf, subject to the oversight and direction of the Board.
FURTHER RESOLVED, that the officers of the Company are hereby authorized to execute and deliver the Limited Liability Company Agreement of SkyLend Funding LLC (the "LLC Agreement"), in such form as may be approved by C&H, including such separateness covenants, bankruptcy-remoteness provisions, independent director requirements, restrictions on activities and indebtedness, and other terms and conditions as may be necessary or desirable to ensure that SkyLend Funding LLC qualifies as a special-purpose entity for purposes of the Transaction and is treated as separate and distinct from the Company for purposes of any rating agency analysis, true-sale analysis, or non-consolidation analysis. The LLC Agreement shall, among other things, provide that SkyLend Funding LLC (a) shall not commingle its assets with those of the Company or any other entity, (b) shall maintain separate books and records and bank accounts, (c) shall hold itself out as an entity separate from the Company, (d) shall not incur any indebtedness other than in connection with the Transaction, and (e) shall not engage in any business or activity other than as contemplated by the Transaction.
Resolution 3: Formation and Authorization of SkyLend Receivables Trust 2024-1
RESOLVED, that the officers of the Company, acting through SkyLend Funding LLC as depositor, are hereby authorized and directed to cause the formation of SkyLend Receivables Trust 2024-1 (EIN: 93-4201855), a Delaware statutory trust formed under the Delaware Statutory Trust Act, 12 Del. C. §§ 3801–3826, by the execution and delivery of a Trust Agreement (the "Trust Agreement") with Keymark Trust Company, National Association, as owner trustee. The Trust shall serve as the issuing entity in the Transaction and shall issue the Notes and the subordinated residual interest contemplated hereby.
FURTHER RESOLVED, that the Trust Agreement shall include separateness covenants, limited-purpose provisions, restrictions on activities and indebtedness, independent trustee requirements, and such other terms and conditions as C&H may advise are necessary or desirable to ensure that SkyLend Receivables Trust 2024-1 qualifies as a special-purpose entity and a bankruptcy-remote issuing vehicle for purposes of the Transaction and is treated as a grantor trust for federal income tax purposes.
FURTHER RESOLVED, that the annual owner trustee fee of Seven Thousand Five Hundred Dollars ($7,500.00) payable to Keymark Trust Company, National Association, in consideration for its services as owner trustee, is hereby approved and authorized, and the Authorized Officers are directed to cause such fee to be paid from the assets of the Trust in accordance with the priority of payments set forth in the Indenture.
Resolution 4: Approval and Authorization of Transaction Documents
RESOLVED, that the officers of the Company (specifically, any of Arun Mehta, Chief Executive Officer; Danielle Prescott, Chief Financial Officer; or Tomás Reyes, General Counsel and Secretary, each an "Authorized Officer") are hereby authorized and directed to negotiate, finalize, execute, and deliver, on behalf of the Company (and, to the extent applicable, on behalf of SkyLend Funding LLC and SkyLend Receivables Trust 2024-1), each of the following transaction documents (collectively, the "Transaction Documents"), in substantially the forms presented to the Board or as may be modified, amended, or supplemented in accordance with the advice of C&H and the business judgment of the Authorized Officers, together with all exhibits, schedules, annexes, and supplements thereto, and such other documents, instruments, certificates, and agreements as may be necessary, appropriate, or desirable to consummate the Transaction:
(a) Indenture. An indenture (the "Indenture") between SkyLend Receivables Trust 2024-1, as issuer, and Atlantic Fiduciary Services, Inc., as indenture trustee, paying agent, note registrar, and custodian, providing for the issuance of the Class A Notes and the Class B Notes, and setting forth, among other things, the payment waterfall governing the distribution of collections on the receivables, the overcollateralization target of 3.5% of the aggregate note balance ($7,000,000), the establishment and maintenance of a reserve account in the initial amount of 1.00% of the aggregate note balance ($2,000,000), events of default, early-amortization triggers (including triggers based on delinquency rates, cumulative net loss rates, and servicer performance metrics), remedies, and the rights and obligations of the indenture trustee. The acceptance fee of Fifteen Thousand Dollars ($15,000.00) and the annual trustee fee of Twelve Thousand Five Hundred Dollars ($12,500.00) payable to Atlantic Fiduciary Services, Inc. in consideration for its services as indenture trustee, paying agent, note registrar, and custodian are hereby approved.
(b) Receivables Purchase Agreement. A receivables purchase agreement (the "RPA") between the Company, as seller and originator, and SkyLend Funding LLC, as purchaser and depositor, providing for the sale and transfer of eligible consumer installment-loan receivables from the Company to the Depositor. The RPA shall set forth the eligibility criteria for receivables to be included in the pool, including, without limitation, a maximum single-obligor concentration limit of 0.15% of the aggregate outstanding principal balance of the pool or $300,000, whichever is less, and a geographic concentration limit providing that no single state shall account for more than 20% of the aggregate outstanding principal balance of the pool. The RPA shall also include representations and warranties by the Company as to the characteristics and quality of the receivables, repurchase obligations upon breach of such representations and warranties (subject to customary cure periods and materiality thresholds), the purchase price methodology, and such other terms as may be customary for receivables purchase agreements in consumer loan securitization transactions.
(c) Sale and Servicing Agreement. A sale and servicing agreement (the "SSA") among SkyLend Funding LLC, as depositor, SkyLend Receivables Trust 2024-1, as issuer, the Company, as servicer, and Clearview Loan Servicing, Inc., as sub-servicer, governing the transfer of receivables from the Depositor to the Trust, the servicing standards applicable to the administration and collection of the receivables, the payment-application waterfall (interest → fees → principal), monthly reporting requirements (including distribution-date reports, pool performance reports, and servicer compliance certificates), servicer termination events, successor servicer appointment mechanics, and the servicing fee payable to the Company as servicer in the amount of 0.50% per annum of the outstanding pool balance (estimated first-year servicing fee of approximately $1,000,000), a portion of which shall be paid to Clearview as sub-servicing compensation.
(d) Amendment No. 1 to Master Servicing Agreement. An amendment (the "MSA Amendment") to the Master Servicing Agreement dated October 1, 2022 (Servicing Account No. CLS-SBF-2022-0041) between the Company and Clearview Loan Servicing, Inc., adapting Clearview's servicing obligations under the Master Servicing Agreement for the specific requirements of the Trust, adding securitization-specific reporting requirements (including investor reporting templates, trustee reports, and rating agency surveillance data), confirming the contractual payment-application waterfall under §4.03 of the Master Servicing Agreement, and addressing such other matters as may be required to align Clearview's servicing practices with the terms of the Indenture and the Sale and Servicing Agreement.
(e) Preliminary Purchase Agreement. A preliminary purchase agreement (the "PPA") among SkyLend Receivables Trust 2024-1, as issuer, the Company, as sponsor and originator, SkyLend Funding LLC, as depositor, and Halcyon Securities LLC, as initial purchaser and sole bookrunning manager, providing for the Rule 144A and Regulation S placement of the Notes on a firm-commitment basis. The PPA shall provide for, among other things, an underwriting discount of 1.00% of the aggregate principal amount of the Notes placed ($2,000,000), expense-reimbursement obligations of the Company under §7(b) of the PPA (including reimbursement of Halcyon's reasonable out-of-pocket expenses, including fees and disbursements of Halcyon's legal counsel), force-majeure and material-change termination rights in favor of Halcyon, representations and warranties by the Company and the Depositor as to the receivables pool and the offering memorandum, customary conditions precedent to closing (including delivery of legal opinions, comfort letters, and officer's certificates), and indemnification provisions in favor of Halcyon and its affiliates.
(f) Administration Agreement. An administration agreement (the "Administration Agreement") between SkyLend Receivables Trust 2024-1, as issuer, and the Company, as administrator, providing for the Company to perform administrative duties on behalf of the Trust, including, without limitation, the preparation and filing of annual reports, current reports, and other periodic reports with the Securities and Exchange Commission (to the extent required), the preparation and filing of tax returns and informational statements on behalf of the Trust, coordination with the indenture trustee and the owner trustee, oversight of compliance with the terms of the Indenture and the Sale and Servicing Agreement, and such other administrative functions as may be specified therein.
(g) Account Control Agreement. An account control agreement (the "ACA") among SkyLend Receivables Trust 2024-1, as issuer, Atlantic Fiduciary Services, Inc., as indenture trustee, and Keymark Trust Company, National Association, as collection-account bank, establishing the indenture trustee's control and dominion over the collection account, the reserve account, and any other trust accounts maintained in connection with the Transaction, and providing for the disposition of funds in such accounts in accordance with the priority of payments set forth in the Indenture.
(h) Custodial Agreement. A custodial agreement (the "Custodial Agreement") between SkyLend Receivables Trust 2024-1, as issuer, and Atlantic Fiduciary Services, Inc., as custodian of the receivable files, providing for the custody, safekeeping, and maintenance of the original loan documents, promissory notes (to the extent applicable), loan agreements, and other receivable files evidencing the consumer installment-loan receivables constituting the pool, and setting forth the custodian's duties and responsibilities with respect to the review, release, and return of such receivable files.
(i) Backup Servicing Agreement. A backup servicing agreement (the "BSA"), if applicable, between SkyLend Receivables Trust 2024-1, as issuer, and Clearview Loan Servicing, Inc., as backup servicer, providing for Clearview to maintain systems and processes sufficient to assume the servicing of the receivables pool in the event of a servicer termination event under the Sale and Servicing Agreement, and to perform such warm backup servicing duties as may be required by the rating agencies or the indenture trustee.
(j) Preliminary Offering Memorandum and Final Offering Memorandum. A preliminary offering memorandum (the "Preliminary OM") and a final offering memorandum (the "Final OM") for the Rule 144A and Regulation S offering of the Notes, together with all supplements, amendments, and related marketing materials, investor presentations, term sheets, and other investor communications (collectively, the "Offering Materials"), in such form and substance as may be approved by the Authorized Officers, C&H, and Halcyon, describing the terms of the Notes, the receivables pool, the credit enhancement structure, the parties to the Transaction, risk factors, and such other information as may be required or customary for offerings of asset-backed securities of this type.
(k) Rating-Agency Engagement Letters. Engagement letters with Meridian Credit Ratings, Inc. and Carrollton Ratings Group LLC, on terms substantially as described herein, including an engagement fee of One Hundred Eighty-Five Thousand Dollars ($185,000.00) and an annual surveillance fee of Twenty-Five Thousand Dollars ($25,000.00) payable to Meridian, and an engagement fee of One Hundred Sixty Thousand Dollars ($160,000.00) and an annual surveillance fee of Twenty Thousand Dollars ($20,000.00) payable to Carrollton.
(l) Engagement Letters and Agreements with Service Providers. Engagement letters and agreements with the following service providers, on terms substantially as described herein or as may be negotiated by the Authorized Officers:
(i) Rowland & Cross LLP — for the delivery of an agreed-upon procedures letter and a comfort letter in connection with the Transaction, with an estimated fee of Two Hundred Seventy-Five Thousand Dollars ($275,000.00);
(ii) Donnovan Press LLC — for printing and EDGAR preparation services in connection with the Offering Materials; and
(iii) Broadleaf Analytics Group LLC — for loan-level due diligence review of the receivables pool, if engaged by or on behalf of the Company in connection with the Transaction.
(m) Such Other Documents. Such other documents, instruments, certificates, and agreements as may be required or contemplated by the foregoing Transaction Documents or as any Authorized Officer may deem necessary, appropriate, or desirable to consummate the Transaction, including, without limitation, officer's certificates, closing certificates, bring-down certificates, UCC-1 financing statements and continuation statements, filings with the Delaware Secretary of State (including a Certificate of Formation for SkyLend Funding LLC and a Certificate of Trust for SkyLend Receivables Trust 2024-1), IRS Form SS-4 applications, and any other documents required by the indenture trustee, the owner trustee, the rating agencies, the initial purchaser, or applicable law.
Resolution 5: Designation of Authorized Signatories
RESOLVED, that each of the following officers of the Company is hereby designated as an "Authorized Officer" and is authorized and empowered, acting individually (without the requirement of any co-signature or counter-signature), to execute and deliver, on behalf of the Company (and, to the extent applicable, on behalf of SkyLend Funding LLC and SkyLend Receivables Trust 2024-1), each of the Transaction Documents and any other documents, instruments, certificates, or agreements contemplated thereby or necessary or desirable in connection with the Transaction, with the signature of any such Authorized Officer being conclusive evidence that such officer was duly authorized to execute such document:
(a) Arun Mehta, Chief Executive Officer & Co-Founder;
(b) Danielle Prescott, Chief Financial Officer; Manager of SkyLend Funding LLC; and
(c) Tomás Reyes, General Counsel and Secretary.
FURTHER RESOLVED, that any Authorized Officer is hereby authorized to delegate execution authority for ministerial, administrative, or routine documents (including, without limitation, UCC financing statements, powers of attorney for filing purposes, EDGAR filing authorizations, and tax forms) to such other officers, employees, or agents of the Company as such Authorized Officer may designate in writing, provided that such delegation shall be evidenced by a written instrument signed by such Authorized Officer and shall be subject to revocation at any time.
Resolution 6: Authorization of Legal Counsel
RESOLVED, that the engagement of Calderwood & Harkness LLP, with offices at 425 Lexington Avenue, New York, New York 10017 (Matter No. 1009-00005), as issuer's counsel to the Company and the Trust in connection with the Transaction, as reflected in the engagement letter dated January 25, 2024, is hereby ratified, confirmed, and approved in all respects. The engagement team for the Transaction includes the following professionals:
•  Linda Osei, Partner — Responsible Partner (billing rate: $1,575/hr)
•  Theodore Langston, Partner — Billing Partner (billing rate: $1,250/hr)
•  Patrick Gallagher, Senior Associate — Lead Associate (billing rate: $925/hr)
•  Simone Laroche, Associate — Working Associate (billing rate: $725/hr)
The estimated fees for the capital markets phase of the Transaction are Eight Hundred Fifty Thousand Dollars ($850,000.00), exclusive of disbursements and expenses, and the Company acknowledges that actual fees may vary depending on the complexity and duration of the Transaction. The Authorized Officers are hereby authorized to approve and cause to be paid all invoices of C&H in connection with the Transaction.
FURTHER RESOLVED, that C&H is hereby authorized to render legal opinions on behalf of the Company and the Trust as may be required in connection with the Transaction, including, without limitation, (a) a true-sale opinion with respect to the transfer of receivables from the Company to SkyLend Funding LLC, (b) a non-consolidation opinion with respect to SkyLend Funding LLC and SkyLend Receivables Trust 2024-1, (c) a security-interest opinion with respect to the perfection and priority of the security interests created under the Indenture, (d) a tax opinion as to the characterization of SkyLend Receivables Trust 2024-1 as a grantor trust for federal income tax purposes, (e) a negative-assurance letter to the initial purchaser in connection with the offering memorandum, and (f) such other legal opinions, certificates, or comfort as may be required by the Transaction Documents, the rating agencies, or the initial purchaser.
Resolution 7: Authorization of Underwriter Engagement
RESOLVED, that the engagement of Halcyon Securities LLC, with offices at 200 Vesey Street, 42nd Floor, New York, New York 10281 (Deal Reference HLC-ABS-2024-017), as sole bookrunning manager and initial purchaser for the Rule 144A and Regulation S offering of the Notes, and the negotiation, execution, and delivery of the underwriting engagement letter and the Preliminary Purchase Agreement with Halcyon, on the terms described herein and in the recitals above, are hereby approved in all respects. Halcyon's underwriting discount of 1.00% of the aggregate principal amount of the Notes placed, in the amount of Two Million Dollars ($2,000,000.00), is hereby approved as fair and reasonable compensation for Halcyon's services as initial purchaser. The Authorized Officers are hereby authorized to negotiate and finalize the terms of the PPA, including the pricing, allocation, and settlement mechanics for the Notes, and to execute and deliver such agreement on behalf of the Company, the Depositor, and the Trust.
Resolution 8: Authorization of Rating-Agency and Auditor Engagements
RESOLVED, that the engagement of Meridian Credit Ratings, Inc. and Carrollton Ratings Group LLC as rating agencies for the Transaction, on the terms described in the recitals hereto, is hereby approved and authorized. The engagement fee of One Hundred Eighty-Five Thousand Dollars ($185,000.00) and annual surveillance fee of Twenty-Five Thousand Dollars ($25,000.00) payable to Meridian, and the engagement fee of One Hundred Sixty Thousand Dollars ($160,000.00) and annual surveillance fee of Twenty Thousand Dollars ($20,000.00) payable to Carrollton, are hereby approved as fair and reasonable, and the Authorized Officers are hereby authorized to execute and deliver all related engagement letters, fee agreements, and representations letters required by each rating agency.
FURTHER RESOLVED, that the engagement of Rowland & Cross LLP, the Company's independent registered public accounting firm, to deliver an agreed-upon procedures letter and a comfort letter in connection with the Transaction, with an estimated fee of Two Hundred Seventy-Five Thousand Dollars ($275,000.00), is hereby approved and authorized, and the Authorized Officers are directed to execute and deliver all related engagement letters and authorizations required by R&C.
Resolution 9: Authorization to Sell and Transfer Receivables
RESOLVED, that the Authorized Officers are hereby authorized and directed to cause the Company, as seller and originator, to sell, transfer, assign, set over, and convey to SkyLend Funding LLC, as purchaser and depositor, and to cause SkyLend Funding LLC, as depositor, to sell, transfer, assign, set over, and convey to SkyLend Receivables Trust 2024-1, as issuer, all right, title, and interest of the Company (and, thereafter, of SkyLend Funding LLC) in and to the eligible consumer installment-loan receivables and all related assets constituting the receivables pool, including all proceeds thereof, all rights to payment thereunder, and all related security, guarantees, and supporting obligations, pursuant to the Receivables Purchase Agreement and the Sale and Servicing Agreement, respectively. The aggregate principal amount of receivables to be transferred to the Trust shall be sufficient to support the issuance of Notes in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000), and the Authorized Officers are authorized to determine the final composition and size of the receivables pool in consultation with C&H, Halcyon, and the rating agencies.
The Board acknowledges that the transfers contemplated by the RPA and the SSA are intended to constitute true sales of the receivables and not merely pledges or grants of security interests, and the Authorized Officers are directed to ensure that all Transaction Documents are drafted and executed in a manner consistent with this intent.
Resolution 10: Retention of Residual Interest
RESOLVED, that the Company, acting through SkyLend Funding LLC as depositor, is hereby authorized to retain the subordinated residual interest in SkyLend Receivables Trust 2024-1 in the initial amount of Eight Million Dollars ($8,000,000.00), representing 4% of the total capital structure, as an unrated equity position. The retention of the residual interest is intended, among other things, to satisfy any applicable risk-retention requirements under Regulation RR (17 C.F.R. Part 246) or any successor regulation, and to align the economic interests of the Company with those of the investors in the Notes. The Authorized Officers are hereby authorized to enter into such agreements, instruments, and certificates as may be necessary or desirable to document such retention, including any risk-retention disclosures required to be included in the offering memorandum.
Resolution 11: CUSIP Application and Securities Filings
RESOLVED, that the Authorized Officers are hereby authorized and directed to apply for CUSIP numbers for each class of Notes to be issued by SkyLend Receivables Trust 2024-1 (allocated prefix: 87165Q), through the CUSIP Global Services bureau administered by Standard & Poor's, and to take all actions necessary to obtain and maintain such CUSIP numbers. The Authorized Officers are further authorized and directed to prepare and cause to be filed with the Securities and Exchange Commission, any applicable state securities authorities, the Financial Industry Regulatory Authority (FINRA), and such other regulatory bodies or self-regulatory organizations as may be required, all necessary applications, notices, filings, forms, and registrations in connection with the offering and sale of the Notes under Rule 144A and Regulation S, including any Form D filings required under Regulation D and any blue sky filings required under applicable state securities laws.
Resolution 12: Tax Matters
RESOLVED, that the Authorized Officers are hereby authorized and directed to take all actions necessary or advisable to ensure that SkyLend Receivables Trust 2024-1 is characterized and treated as a grantor trust under Subpart E of Subchapter J (Sections 671 through 679) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, and not as an association taxable as a corporation, a partnership, or a taxable mortgage pool. The Authorized Officers are further authorized to file or cause to be filed all tax returns, elections, informational statements (including IRS Forms 1041, 1099, and any applicable state and local tax returns), and other documents required in connection with the tax treatment of the Trust, the Notes, and the subordinated residual interest, and to retain such tax advisors, consultants, and accountants as may be necessary or desirable in connection therewith.
Resolution 13: General Authorization
RESOLVED, that each Authorized Officer is hereby authorized and empowered to take or cause to be taken all such further actions, to execute and deliver all such further documents, instruments, certificates, and agreements, and to pay or cause to be paid all such fees, costs, and expenses, as such Authorized Officer may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing Resolutions and to consummate the Transaction, with the signature of any Authorized Officer on any such document, instrument, certificate, or agreement being conclusive evidence of the authority granted hereunder and of the approval of the Board. Without limiting the generality of the foregoing, each Authorized Officer is authorized to:
(i) negotiate and agree to modifications, amendments, waivers, or supplements to any of the Transaction Documents, provided that no such modification, amendment, waiver, or supplement shall materially and adversely affect the interests of the Company or its stockholders without the prior approval of the Board;
(ii) determine the final terms of the Notes, including the final interest rates, principal amounts, payment dates, expected maturity dates, and other terms and conditions, within the ranges and parameters set forth in these Resolutions;
(iii) cause the Company to make such representations, warranties, and covenants as may be required under the Transaction Documents;
(iv) appoint and engage such additional counsel, advisors, consultants, agents, and service providers as may be necessary or desirable in connection with the Transaction; and
(v) take all such other actions as may be required by applicable law, regulation, or agreement in connection with the Transaction.
FURTHER RESOLVED, that all actions heretofore taken by any officer, director, employee, or agent of the Company in furtherance of the Transaction or any of the matters contemplated by these Resolutions, including, without limitation, the engagement of C&H, communications with potential service providers and counterparties, and the preparation of preliminary drafts of Transaction Documents, are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Company.
Resolution 14: Ratification
RESOLVED, that all prior acts, contracts, agreements, expenditures, and commitments of the officers, directors, employees, and agents of the Company taken or made in connection with the Transaction and the formation of the special-purpose entities created for the Transaction, including, without limitation:
(a) the formation of SkyLend Funding LLC (formed January 30, 2024, pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware);
(b) the formation of SkyLend Receivables Trust 2024-1 (formed February 14, 2024, pursuant to a Certificate of Trust filed with the Secretary of State of the State of Delaware);
(c) the execution and delivery of the engagement letter with Calderwood & Harkness LLP dated January 25, 2024 (Matter No. 1009-00005); and
(d) all communications, negotiations, and preliminary agreements with Halcyon Securities LLC, Clearview Loan Servicing, Inc., Keymark Trust Company, N.A., Atlantic Fiduciary Services, Inc., Meridian Credit Ratings, Inc., Carrollton Ratings Group LLC, Rowland & Cross LLP, and other parties in connection with the Transaction,
are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Company, and no further action or approval of the Board shall be required with respect thereto.
PART III
CERTIFICATION AND SIGNATURE
I, Tomás Reyes, Secretary and General Counsel of Skybridge Fintech Ltd., do hereby further certify that the foregoing resolutions (Resolutions 1 through 14, inclusive) were duly adopted by the Board of Directors of Skybridge Fintech Ltd. at a duly convened meeting of the Board held on January 30, 2024, at the Company's principal office at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801, and by telephone and video conference, at which a quorum of directors was present and acting throughout. All six (6) members of the Board of Directors were present at such meeting, and the Resolutions were adopted by the unanimous vote of all directors present, with no director dissenting or abstaining. The meeting was called upon proper notice in accordance with the Bylaws of the Company, and all procedural requirements for the valid adoption of the Resolutions were satisfied.
I further certify that such Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect, and remain in full force and effect as of the date hereof. No proceedings have been initiated or are pending or contemplated for the amendment, modification, rescission, or revocation of any of the foregoing Resolutions.
IN WITNESS WHEREOF, the undersigned has executed this Certificate and the attached Resolutions as of the 30th day of January, 2024.
SKYBRIDGE FINTECH LTD.
By: ________
Name: Tomás Reyes
Title: Secretary and General Counsel
Date: January 30, 2024
Countersignature and Acknowledgment
The undersigned, Arun Mehta, Chief Executive Officer and Co-Founder of Skybridge Fintech Ltd., hereby confirms that Tomás Reyes is the duly appointed, qualified, and acting Secretary and General Counsel of the Company, that Mr. Reyes holds the offices and positions attributed to him in this Certificate, and that the signature appearing above is his true and genuine signature. The undersigned further confirms that the statements and certifications set forth in this Certificate are accurate and complete in all material respects.
SKYBRIDGE FINTECH LTD.
By: ________
Name: Arun Mehta
Title: Chief Executive Officer & Co-Founder
Date: January 30, 2024
This Secretary's Certificate and the attached Resolutions are furnished solely in connection with the transactions described herein and may not be relied upon for any other purpose. This document contains confidential and proprietary information of Skybridge Fintech Ltd. and is subject to the confidentiality provisions of the engagement letters and transaction documents referenced herein.
Name | Position / Designation
Arun Mehta | Director, Chief Executive Officer & Co-Founder
Danielle Prescott | Director, Chief Financial Officer
Tomás Reyes | Director, General Counsel & Secretary
Marcus Yoon | Director; Principal, Pinnacle Growth Equity Partners, LP (Board representative of the Company's majority equity holder)
Catherine Liang | Independent Director; Chair, Audit Committee
Robert Hendricks | Independent Director; Chair, Compensation Committee

SECRETARY'S CERTIFICATE AND RESOLUTIONS OF THE BOARD OF DIRECTORS OF SKYBRIDGE FINTECH LTD.

EIN: 84-3291076

SECRETARY'S CERTIFICATE

SKYBRIDGE FINTECH LTD.

EXHIBIT A

RESOLUTIONS OF THE BOARD OF DIRECTORS OF SKYBRIDGE FINTECH LTD.

PREAMBLE AND RECITALS

PART III

CERTIFICATION AND SIGNATURE

SKYBRIDGE FINTECH LTD.

SKYBRIDGE FINTECH LTD.

Record

Parties

Dates

Amounts