1009-00006 · Skybridge Fintech Ltd · Closing

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OFFICER'S CLOSING CERTIFICATE

Delivered pursuant to Section 4.01(f) of the Master Repurchase Agreement dated as of February 28, 2026

SBF Warehouse I LLC a Delaware limited liability company ("Seller")

Skybridge Fintech Ltd. a Delaware corporation ("Performance Guarantor")

Addressed to:

Pinnacle Atlantic Bank, N.A. as Administrative Agent 201 South Tryon Street, 34th Floor Charlotte, NC 28202

Date: February 28, 2026

RECITALS

Reference is made to (a) that certain Master Repurchase Agreement, dated as of February 28, 2026 (as the same may be amended, supplemented, restated, or otherwise modified from time to time, the "MRA"), among SBF Warehouse I LLC, a Delaware limited liability company, as Seller ("Seller"), Pinnacle Atlantic Bank, N.A., a national banking association, as Administrative Agent (in such capacity, the "Administrative Agent") and as Committed Buyer, and Ridgeline Capital Markets LLC, a Delaware limited liability company, as Participating Buyer (collectively, together with the Committed Buyer, the "Buyers"), and (b) that certain Performance Guaranty, dated as of February 28, 2026 (as the same may be amended, supplemented, restated, or otherwise modified from time to time, the "Guaranty"), executed and delivered by Skybridge Fintech Ltd., a Delaware corporation ("Performance Guarantor"), in favor of Pinnacle Atlantic Bank, N.A., as Administrative Agent, for the benefit of the Buyers.

This Officer's Closing Certificate (this "Certificate") is delivered by the undersigned pursuant to Section 4.01(f) of the MRA as a condition precedent to the initial Purchase Transaction (as defined in the MRA) under the MRA on the date hereof. The Maximum Facility Amount under the MRA is Forty Million Dollars ($40,000,000).

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the MRA. References to the MRA, the Guaranty, and any other Transaction Document shall include all schedules, exhibits, and annexes thereto and all amendments, supplements, restatements, and other modifications thereof.

The undersigned, Rajan Sundaram, is the Chief Financial Officer of Skybridge Fintech Ltd. and an authorized officer of SBF Warehouse I LLC, as reflected in the Incumbency Certificate of SBF Warehouse I LLC delivered to the Administrative Agent on the date hereof. The undersigned is delivering this Certificate in his dual capacity as (a) Chief Financial Officer of Skybridge Fintech Ltd., in its capacity as Performance Guarantor under the Guaranty, and (b) authorized officer of SBF Warehouse I LLC, in its capacity as Seller under the MRA. The undersigned has reviewed the MRA, the Guaranty, the Sale and Contribution Agreement, the Servicing Agreement, the Custodial Agreement, the Fee Letter, and each of the other Transaction Documents, as well as such other records, documents, certificates, and matters as the undersigned has deemed necessary or appropriate as a basis for the certifications set forth herein.

On the basis of such review and such other inquiries as the undersigned has deemed necessary, the undersigned hereby certifies to the Administrative Agent and the Buyers as follows:

SECTION 1. REPRESENTATIONS AND WARRANTIES

1.1. Seller Representations and Warranties. Each of the representations and warranties made by SBF Warehouse I LLC, as Seller, in Article III of the MRA and in each of the other Transaction Documents to which it is a party is true and correct in all material respects as of the date hereof (the "Closing Date"), February 28, 2026, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date.

1.2. Performance Guarantor Representations and Warranties. Each of the representations and warranties made by Skybridge Fintech Ltd., as Performance Guarantor, in the Guaranty and in each of the other Transaction Documents to which it is a party is true and correct in all material respects as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date.

1.3. True-Sale Representations. Without limiting the generality of the foregoing, the representations and warranties regarding the true-sale transfer of Consumer Installment Loan Receivables from Skybridge Fintech Ltd. to SBF Warehouse I LLC under the Sale and Contribution Agreement, dated as of February 28, 2026, between Skybridge Fintech Ltd. and SBF Warehouse I LLC (the "Sale and Contribution Agreement"), remain true and correct in all material respects as of the Closing Date. Each transfer of Eligible Receivables from Skybridge Fintech Ltd. to SBF Warehouse I LLC pursuant to the Sale and Contribution Agreement constitutes a valid and enforceable sale of such Eligible Receivables, and not a pledge or grant of a security interest to secure a borrowing. Each such transfer has been reflected as a sale on the books and records of each of Skybridge Fintech Ltd. and SBF Warehouse I LLC.

1.4. Seller Organization and Standing. SBF Warehouse I LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware Secretary of State Entity File No. 8102356. SBF Warehouse I LLC has full limited liability company power and authority to own its properties, conduct its business, execute and deliver each of the Transaction Documents to which it is a party, and perform its obligations thereunder.

1.5. Performance Guarantor Organization and Standing. Skybridge Fintech Ltd. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware Secretary of State Entity File No. 7384921. Skybridge Fintech Ltd. has full corporate power and authority to own its properties, conduct its business, execute and deliver each of the Transaction Documents to which it is a party, and perform its obligations thereunder.

SECTION 2. NO DEFAULT

2.1. No Default Under MRA. No Default or Event of Default (each as defined in the MRA) under the MRA has occurred and is continuing as of the Closing Date.

2.2. No Default Under Guaranty. No Default or Event of Default (each as defined in the Guaranty) under the Guaranty has occurred and is continuing as of the Closing Date.

2.3. No Incipient Default. No event has occurred and no condition exists that, with the giving of notice or the lapse of time or both, would constitute a Default or an Event of Default under the MRA or the Guaranty. Neither the Seller nor the Performance Guarantor has received any notice from any Person asserting or alleging the occurrence of any Default or Event of Default under any Transaction Document.

SECTION 3. CONDITIONS PRECEDENT

The undersigned hereby certifies that all conditions precedent to the initial Purchase Transaction set forth in Section 4.01 of the MRA have been satisfied or, where applicable, waived by the Administrative Agent in writing, as of the Closing Date, including without limitation the following:

(a) Master Repurchase Agreement. The MRA has been duly executed and delivered by each of the parties thereto, including SBF Warehouse I LLC, as Seller, Pinnacle Atlantic Bank, N.A., as Administrative Agent and Committed Buyer, and Ridgeline Capital Markets LLC, as Participating Buyer.

(b) Performance Guaranty. The Guaranty has been duly executed and delivered by Skybridge Fintech Ltd. in favor of Pinnacle Atlantic Bank, N.A., as Administrative Agent, for the benefit of the Buyers.

(c) Sale and Contribution Agreement. The Sale and Contribution Agreement, dated as of February 28, 2026, between Skybridge Fintech Ltd. and SBF Warehouse I LLC, has been duly executed and delivered by each party thereto.

(d) Custodial Agreement. The Custodial Agreement, dated as of February 14, 2026 (the "Custodial Agreement"), among SBF Warehouse I LLC, Pinnacle Atlantic Bank, N.A., and Ironclad Trust Company, has been duly executed and delivered by each party thereto.

(e) Servicing Agreement. The Servicing Agreement, dated as of February 28, 2026, among SBF Warehouse I LLC, as Owner, Skybridge Fintech Ltd., as Servicer, and Pinnacle Atlantic Bank, N.A., as Administrative Agent, has been duly executed and delivered by each party thereto, appointing Skybridge Fintech Ltd. as Servicer of the Purchased Assets.

(f) Fee Letter. The Fee Letter, dated as of February 28, 2026, among SBF Warehouse I LLC, Skybridge Fintech Ltd., and Pinnacle Atlantic Bank, N.A., has been duly executed and delivered by each party thereto.

(g) Legal Opinion. The legal opinion of Calderwood & Harkness LLP, counsel to the Seller and the Performance Guarantor, addressed to Pinnacle Atlantic Bank, N.A., as Administrative Agent, and Ridgeline Capital Markets LLC, as Participating Buyer, dated as of the Closing Date, has been delivered to the Administrative Agent in form and substance satisfactory to the Administrative Agent and its counsel.

(h) Organizational Documents. The organizational documents, board resolutions, written consents, good standing certificates, incumbency certificates, and other corporate authorization documents for each of Skybridge Fintech Ltd. and SBF Warehouse I LLC, as more particularly described on Schedule A attached hereto and incorporated herein by reference, have been delivered to the Administrative Agent, and the undersigned certifies that such documents are true, correct, and complete copies of the originals thereof.

(i) UCC-1 Financing Statements. UCC-1 financing statements have been duly authorized, executed, and filed with the Delaware Secretary of State as required under Section 5.01(m) of the MRA and Section 6.01 of the Sale and Contribution Agreement, naming (i) Skybridge Fintech Ltd. as debtor and SBF Warehouse I LLC as secured party, to perfect the interests granted under the Sale and Contribution Agreement, and (ii) SBF Warehouse I LLC as debtor and Pinnacle Atlantic Bank, N.A., as Administrative Agent, as secured party, to perfect the security interests granted under the MRA in the Purchased Assets and related collateral.

(j) Upfront/Structuring Fee. The upfront structuring fee in the amount of Two Hundred Thousand Dollars ($200,000), representing fifty (50) basis points on the Maximum Facility Amount of Forty Million Dollars ($40,000,000), has been paid by wire transfer of immediately available funds to Pinnacle Atlantic Bank, N.A. in accordance with the wire instructions set forth in the Fee Letter.

(k) Initial Collateral Tape Verification. The initial collateral tape verification report prepared by Brindoval Analytics, Inc. (the "Verification Agent") has been received by the Administrative Agent, and such report confirms the accuracy and completeness of the initial Collateral Schedule delivered by the Seller in connection with the initial Purchase Transaction.

(l) Custodial Arrangements. Custodial arrangements with Ironclad Trust Company have been confirmed, including the designation of Nora Finch, Senior Vice President, Custody Services, as the primary contact for all matters relating to the custody and release of Purchased Asset documentation under the Custodial Agreement.

SECTION 4. FINANCIAL COVENANT COMPLIANCE

The undersigned hereby certifies that, as of the Closing Date, February 28, 2026, the Performance Guarantor is in compliance with each of the financial covenants set forth in Section 5 of the Guaranty, as described more fully below. All financial data set forth in this Section 4 has been derived from the books and records of Skybridge Fintech Ltd. and has been prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the most recently delivered audited financial statements of Skybridge Fintech Ltd. The undersigned has reviewed such financial data and believes it to be true, correct, and complete in all material respects.

4(a). Minimum Tangible Net Worth

Covenant Requirement: Pursuant to Section 5(a) of the Guaranty, Performance Guarantor shall maintain at all times a Tangible Net Worth (as defined in the Guaranty) of not less than Fifty-Five Million Dollars ($55,000,000), tested as of the last day of each fiscal quarter and as of the Closing Date.

Actual Tangible Net Worth as of the Closing Date: $82,400,000.

Basis of Calculation: The Tangible Net Worth of Skybridge Fintech Ltd. as of the Closing Date reflects total stockholders' equity of $97,150,000, less goodwill and other intangible assets of $14,750,000, yielding Tangible Net Worth of $82,400,000. This figure is consistent with the equity capitalization of Skybridge Fintech Ltd. following the $145,000,000 equity investment by Redstone Meridian Capital Partners, LP (representing a 62% equity stake) completed in 2022, together with retained earnings generated through operations, including fiscal year 2025 revenue of $67,300,000 and Adjusted EBITDA of $18,900,000.

Compliance Status: In compliance.

4(b). Minimum Liquidity

Covenant Requirement: Pursuant to Section 5(b) of the Guaranty, Performance Guarantor shall maintain at all times Minimum Liquidity, defined as unrestricted cash and cash equivalents, of not less than Ten Million Dollars ($10,000,000), tested as of the last day of each calendar month and as of the Closing Date.

Actual Unrestricted Cash and Cash Equivalents as of the Closing Date: $23,750,000.

Basis of Calculation: Unrestricted cash and cash equivalents of Skybridge Fintech Ltd. as of the Closing Date consist of $14,200,000 held in operating deposit accounts and $9,550,000 held in short-term money market instruments and U.S. Treasury obligations maturing within ninety (90) days. No portion of such amounts is subject to any lien, encumbrance, restriction, or condition that would prevent its use in the ordinary course of business.

Compliance Status: In compliance.

4(c). Maximum Leverage Ratio

Covenant Requirement: Pursuant to Section 5(c) of the Guaranty, Performance Guarantor shall not permit the Leverage Ratio (defined as Total Debt to Tangible Net Worth) to exceed 4.00 to 1.00 at any time, tested as of the last day of each fiscal quarter and as of the Closing Date.

Actual Leverage Ratio as of the Closing Date: 2.37:1.00.

Basis of Calculation: Total Debt of Skybridge Fintech Ltd. as of the Closing Date is $195,300,000 (inclusive of all funded warehouse facilities, corporate credit facilities, and other indebtedness for borrowed money). Tangible Net Worth as of the Closing Date is $82,400,000, as set forth in Section 4(a) above. Accordingly, the Leverage Ratio is $195,300,000 / $82,400,000 = 2.37:1.00.

Compliance Status: In compliance.

4(d). Minimum Servicing Portfolio UPB

Covenant Requirement: Pursuant to Section 5(d) of the Guaranty, Performance Guarantor shall maintain at all times a Servicing Portfolio with an aggregate unpaid principal balance ("UPB") of not less than Two Hundred Fifty Million Dollars ($250,000,000), tested as of the last day of each fiscal quarter and as of the Closing Date.

Actual Servicing Portfolio UPB as of the Closing Date: Approximately $310,000,000.

Basis of Calculation: The Servicing Portfolio UPB reflects the aggregate unpaid principal balance of all Consumer Installment Loans owned by or serviced by Skybridge Fintech Ltd. as of the Closing Date, as set forth in the Servicer's records and as verified against the applicable loan-level data maintained by the Servicer.

Compliance Status: In compliance.

The following table summarizes the financial covenant compliance of Performance Guarantor as of the Closing Date:

SECTION 5. ADDITIONAL CERTIFICATIONS

5.1. State Lending Licenses. Skybridge Fintech Ltd. holds valid lending licenses, permits, and authorizations in thirty-eight (38) states and the District of Columbia, as required for the origination, servicing, and sale of Consumer Installment Loans in such jurisdictions. No such license, permit, or authorization has been revoked, suspended, terminated, or made subject to any material restriction, limitation, or condition since the date of the MRA. No proceeding is pending or, to the knowledge of the undersigned, threatened that seeks or would reasonably be expected to result in the revocation, suspension, termination, or material restriction of any such license, permit, or authorization.

5.2. Underwriting Guidelines. The Skybridge Consumer Installment Loan Underwriting Guidelines, Version 7.2, effective September 1, 2025 (the "Underwriting Guidelines"), remain in full force and effect and have not been amended, modified, supplemented, or waived in any respect since the effective date thereof without the prior written consent of the Administrative Agent. All Consumer Installment Loans originated by Skybridge Fintech Ltd. on and after September 1, 2025, and proposed to be included as Purchased Assets under the MRA, have been originated in accordance with the Underwriting Guidelines. A complete and correct copy of the Underwriting Guidelines has been delivered to the Administrative Agent and to Whitmore Crane & Bates LLP, counsel to the Administrative Agent.

5.3. No Material Adverse Change. Since the date of the most recently delivered audited financial statements of Skybridge Fintech Ltd. (for the fiscal year ended December 31, 2025), no material adverse change has occurred in the business, operations, properties, assets, or financial condition of Skybridge Fintech Ltd. or SBF Warehouse I LLC, whether individually or taken as a whole. No event, development, circumstance, or condition has occurred or exists that would reasonably be expected to have a Material Adverse Effect (as defined in the MRA).

5.4. Separateness Covenants. SBF Warehouse I LLC, as a bankruptcy-remote special purpose entity, has at all times since its formation complied with the separateness covenants set forth in Section 5.02(q) of the MRA and in Article VII of the Limited Liability Company Agreement of SBF Warehouse I LLC. Without limiting the generality of the foregoing, SBF Warehouse I LLC has (i) maintained its separate existence as a limited liability company distinct from Skybridge Fintech Ltd. and any other affiliate; (ii) not commingled its assets, funds, or accounts with those of Skybridge Fintech Ltd. or any other Person; (iii) maintained its own books, records, and financial statements separate from those of Skybridge Fintech Ltd.; (iv) held itself out to creditors and the public as a legal entity separate and distinct from Skybridge Fintech Ltd. and any other Person; (v) maintained its own bank accounts and conducted business in its own name; (vi) observed all limited liability company formalities required by the Delaware Limited Liability Company Act and its governing documents; (vii) paid its own liabilities and expenses from its own assets; and (viii) not guaranteed or become obligated for the debts of Skybridge Fintech Ltd. or any other Person.

5.5. No Change of Control. No Change of Control (as defined in the MRA) of Skybridge Fintech Ltd. has occurred. As of the Closing Date, Redstone Meridian Capital Partners, LP continues to hold its sixty-two percent (62%) equity stake in Skybridge Fintech Ltd. No agreement, arrangement, or understanding exists pursuant to which Redstone Meridian Capital Partners, LP would transfer, sell, assign, or otherwise dispose of all or any material portion of its equity interest in Skybridge Fintech Ltd. without the prior written consent of the Administrative Agent as required under the MRA.

SECTION 6. ORGANIZATIONAL DOCUMENTS DELIVERED

Attached hereto as Schedule A is a complete list of all organizational documents, authorization documents, certificates, and other items delivered to the Administrative Agent in connection with the closing of the transactions contemplated by the MRA on the Closing Date. The undersigned hereby certifies that each document identified on Schedule A has been delivered to the Administrative Agent and that each such document is a true, correct, and complete copy of the original thereof, has not been amended, modified, or rescinded, and remains in full force and effect as of the Closing Date.

SECTION 7. RELIANCE

This Certificate is delivered with the understanding and acknowledgment that the Administrative Agent and the Buyers are relying on the accuracy and completeness of the certifications contained herein in consummating the initial Purchase Transaction under the MRA on the Closing Date, and that, but for the delivery of this Certificate and the accuracy of the certifications contained herein, the Administrative Agent and the Buyers would not consummate such initial Purchase Transaction.

The undersigned further acknowledges that any material misstatement or omission in this Certificate shall constitute an immediate Event of Default under Section 8.01(c) of the MRA, and the Administrative Agent and the Buyers shall be entitled to exercise all rights and remedies available to them under the MRA, the Guaranty, and the other Transaction Documents, and at law or in equity, in connection therewith.

This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile or electronic transmission (including by PDF) shall be effective as delivery of a manually executed counterpart hereof.

[Remainder of page intentionally left blank; signature pages follow.]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Closing Certificate as of the date first written above.

SBF WAREHOUSE I LLC, as Seller

By: ________

Name: Rajan Sundaram

Title: Authorized Officer

Date: February 28, 2026

SKYBRIDGE FINTECH LTD., as Performance Guarantor

By: ________

Name: Rajan Sundaram

Title: Chief Financial Officer

Date: February 28, 2026

SCHEDULE A

ORGANIZATIONAL DOCUMENTS DELIVERED

The following organizational documents, authorization documents, certificates, and other items have been delivered to Pinnacle Atlantic Bank, N.A., as Administrative Agent, in connection with the closing of the initial Purchase Transaction under the Master Repurchase Agreement on February 28, 2026:

Each document listed above has been delivered to Pinnacle Atlantic Bank, N.A., as Administrative Agent, at 201 South Tryon Street, 34th Floor, Charlotte, NC 28202, Attention: Structured Finance — Warehouse Lending Group. Copies of each such document have been provided to Whitmore Crane & Bates LLP, counsel to the Administrative Agent, at 1 Liberty Plaza, 41st Floor, New York, NY 10006, Attention: Structured Finance Group.

[End of Schedule A]

Financial Covenant	Requirement	Actual	Status
Minimum Tangible Net Worth	≥ $55,000,000	$82,400,000	In Compliance
Minimum Liquidity	≥ $10,000,000	$23,750,000	In Compliance
Maximum Leverage Ratio	≤ 4.00:1.00	2.37:1.00	In Compliance
Minimum Servicing Portfolio UPB	≥ $250,000,000	~$310,000,000	In Compliance
No.	Document	Description
1.	Certificate of Incorporation — Skybridge Fintech Ltd.	Certificate of Incorporation of Skybridge Fintech Ltd., as filed with the Delaware Secretary of State (DE Entity File No. 7384921), together with all amendments thereto.
2.	Certificate of Formation — SBF Warehouse I LLC	Certificate of Formation of SBF Warehouse I LLC, as filed with the Delaware Secretary of State (DE Entity File No. 8102356), together with all amendments thereto.
3.	Bylaws — Skybridge Fintech Ltd.	Bylaws of Skybridge Fintech Ltd., as currently in effect.
4.	LLC Agreement — SBF Warehouse I LLC	Limited Liability Company Agreement of SBF Warehouse I LLC, as currently in effect, including all exhibits, schedules, and amendments thereto.
5.	Good Standing Certificate — Skybridge Fintech Ltd.	Certificate of Good Standing of Skybridge Fintech Ltd. issued by the Delaware Secretary of State, dated February 21, 2026.
6.	Good Standing Certificate — SBF Warehouse I LLC	Certificate of Good Standing of SBF Warehouse I LLC issued by the Delaware Secretary of State, dated February 24, 2026.
7.	Board Resolutions — Skybridge Fintech Ltd.	Certified copy of Resolutions of the Board of Directors of Skybridge Fintech Ltd. authorizing the execution, delivery, and performance of the MRA, the Performance Guaranty, the Sale and Contribution Agreement, the Servicing Agreement, the Fee Letter, and all related Transaction Documents, certified by Deirdre Knox, General Counsel & Corporate Secretary of Skybridge Fintech Ltd.
8.	Written Consent of Sole Member — SBF Warehouse I LLC	Written Consent of the Sole Member (Skybridge Fintech Ltd.) of SBF Warehouse I LLC authorizing the execution, delivery, and performance of the MRA, the Custodial Agreement, and all related Transaction Documents.
9.	Secretary's Certificate — Skybridge Fintech Ltd.	Secretary's Certificate of Skybridge Fintech Ltd. certifying the foregoing organizational documents and the incumbency and specimen signatures of officers authorized to execute and deliver Transaction Documents on behalf of Skybridge Fintech Ltd., executed by Deirdre Knox, General Counsel & Corporate Secretary.
10.	Incumbency Certificate — SBF Warehouse I LLC	Incumbency Certificate of SBF Warehouse I LLC identifying authorized signatories: (a) Rajan Sundaram, Chief Financial Officer of Skybridge Fintech Ltd.; and (b) Luis Ferreira, Vice President, Capital Markets & Structured Finance of Skybridge Fintech Ltd.
11.	IRS Form W-9 — Skybridge Fintech Ltd.	Completed and executed IRS Form W-9 for Skybridge Fintech Ltd. (EIN: 84-3291507).
12.	IRS Form W-9 — SBF Warehouse I LLC	Completed and executed IRS Form W-9 for SBF Warehouse I LLC (EIN: 93-1784620).

OFFICER'S CLOSING CERTIFICATE
Delivered pursuant to Section 4.01(f) of the Master Repurchase Agreement dated as of February 28, 2026
SBF Warehouse I LLC a Delaware limited liability company ("Seller")
Skybridge Fintech Ltd. a Delaware corporation ("Performance Guarantor")
Addressed to:
Pinnacle Atlantic Bank, N.A. as Administrative Agent 201 South Tryon Street, 34th Floor Charlotte, NC 28202
Date: February 28, 2026
RECITALS
Reference is made to (a) that certain Master Repurchase Agreement, dated as of February 28, 2026 (as the same may be amended, supplemented, restated, or otherwise modified from time to time, the "MRA"), among SBF Warehouse I LLC, a Delaware limited liability company, as Seller ("Seller"), Pinnacle Atlantic Bank, N.A., a national banking association, as Administrative Agent (in such capacity, the "Administrative Agent") and as Committed Buyer, and Ridgeline Capital Markets LLC, a Delaware limited liability company, as Participating Buyer (collectively, together with the Committed Buyer, the "Buyers"), and (b) that certain Performance Guaranty, dated as of February 28, 2026 (as the same may be amended, supplemented, restated, or otherwise modified from time to time, the "Guaranty"), executed and delivered by Skybridge Fintech Ltd., a Delaware corporation ("Performance Guarantor"), in favor of Pinnacle Atlantic Bank, N.A., as Administrative Agent, for the benefit of the Buyers.
This Officer's Closing Certificate (this "Certificate") is delivered by the undersigned pursuant to Section 4.01(f) of the MRA as a condition precedent to the initial Purchase Transaction (as defined in the MRA) under the MRA on the date hereof. The Maximum Facility Amount under the MRA is Forty Million Dollars ($40,000,000).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the MRA. References to the MRA, the Guaranty, and any other Transaction Document shall include all schedules, exhibits, and annexes thereto and all amendments, supplements, restatements, and other modifications thereof.
The undersigned, Rajan Sundaram, is the Chief Financial Officer of Skybridge Fintech Ltd. and an authorized officer of SBF Warehouse I LLC, as reflected in the Incumbency Certificate of SBF Warehouse I LLC delivered to the Administrative Agent on the date hereof. The undersigned is delivering this Certificate in his dual capacity as (a) Chief Financial Officer of Skybridge Fintech Ltd., in its capacity as Performance Guarantor under the Guaranty, and (b) authorized officer of SBF Warehouse I LLC, in its capacity as Seller under the MRA. The undersigned has reviewed the MRA, the Guaranty, the Sale and Contribution Agreement, the Servicing Agreement, the Custodial Agreement, the Fee Letter, and each of the other Transaction Documents, as well as such other records, documents, certificates, and matters as the undersigned has deemed necessary or appropriate as a basis for the certifications set forth herein.
On the basis of such review and such other inquiries as the undersigned has deemed necessary, the undersigned hereby certifies to the Administrative Agent and the Buyers as follows:
SECTION 1. REPRESENTATIONS AND WARRANTIES
1.1. Seller Representations and Warranties. Each of the representations and warranties made by SBF Warehouse I LLC, as Seller, in Article III of the MRA and in each of the other Transaction Documents to which it is a party is true and correct in all material respects as of the date hereof (the "Closing Date"), February 28, 2026, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date.
1.2. Performance Guarantor Representations and Warranties. Each of the representations and warranties made by Skybridge Fintech Ltd., as Performance Guarantor, in the Guaranty and in each of the other Transaction Documents to which it is a party is true and correct in all material respects as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date.
1.3. True-Sale Representations. Without limiting the generality of the foregoing, the representations and warranties regarding the true-sale transfer of Consumer Installment Loan Receivables from Skybridge Fintech Ltd. to SBF Warehouse I LLC under the Sale and Contribution Agreement, dated as of February 28, 2026, between Skybridge Fintech Ltd. and SBF Warehouse I LLC (the "Sale and Contribution Agreement"), remain true and correct in all material respects as of the Closing Date. Each transfer of Eligible Receivables from Skybridge Fintech Ltd. to SBF Warehouse I LLC pursuant to the Sale and Contribution Agreement constitutes a valid and enforceable sale of such Eligible Receivables, and not a pledge or grant of a security interest to secure a borrowing. Each such transfer has been reflected as a sale on the books and records of each of Skybridge Fintech Ltd. and SBF Warehouse I LLC.
1.4. Seller Organization and Standing. SBF Warehouse I LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware Secretary of State Entity File No. 8102356. SBF Warehouse I LLC has full limited liability company power and authority to own its properties, conduct its business, execute and deliver each of the Transaction Documents to which it is a party, and perform its obligations thereunder.
1.5. Performance Guarantor Organization and Standing. Skybridge Fintech Ltd. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware Secretary of State Entity File No. 7384921. Skybridge Fintech Ltd. has full corporate power and authority to own its properties, conduct its business, execute and deliver each of the Transaction Documents to which it is a party, and perform its obligations thereunder.
SECTION 2. NO DEFAULT
2.1. No Default Under MRA. No Default or Event of Default (each as defined in the MRA) under the MRA has occurred and is continuing as of the Closing Date.
2.2. No Default Under Guaranty. No Default or Event of Default (each as defined in the Guaranty) under the Guaranty has occurred and is continuing as of the Closing Date.
2.3. No Incipient Default. No event has occurred and no condition exists that, with the giving of notice or the lapse of time or both, would constitute a Default or an Event of Default under the MRA or the Guaranty. Neither the Seller nor the Performance Guarantor has received any notice from any Person asserting or alleging the occurrence of any Default or Event of Default under any Transaction Document.
SECTION 3. CONDITIONS PRECEDENT
The undersigned hereby certifies that all conditions precedent to the initial Purchase Transaction set forth in Section 4.01 of the MRA have been satisfied or, where applicable, waived by the Administrative Agent in writing, as of the Closing Date, including without limitation the following:
(a) Master Repurchase Agreement. The MRA has been duly executed and delivered by each of the parties thereto, including SBF Warehouse I LLC, as Seller, Pinnacle Atlantic Bank, N.A., as Administrative Agent and Committed Buyer, and Ridgeline Capital Markets LLC, as Participating Buyer.
(b) Performance Guaranty. The Guaranty has been duly executed and delivered by Skybridge Fintech Ltd. in favor of Pinnacle Atlantic Bank, N.A., as Administrative Agent, for the benefit of the Buyers.
(c) Sale and Contribution Agreement. The Sale and Contribution Agreement, dated as of February 28, 2026, between Skybridge Fintech Ltd. and SBF Warehouse I LLC, has been duly executed and delivered by each party thereto.
(d) Custodial Agreement. The Custodial Agreement, dated as of February 14, 2026 (the "Custodial Agreement"), among SBF Warehouse I LLC, Pinnacle Atlantic Bank, N.A., and Ironclad Trust Company, has been duly executed and delivered by each party thereto.
(e) Servicing Agreement. The Servicing Agreement, dated as of February 28, 2026, among SBF Warehouse I LLC, as Owner, Skybridge Fintech Ltd., as Servicer, and Pinnacle Atlantic Bank, N.A., as Administrative Agent, has been duly executed and delivered by each party thereto, appointing Skybridge Fintech Ltd. as Servicer of the Purchased Assets.
(f) Fee Letter. The Fee Letter, dated as of February 28, 2026, among SBF Warehouse I LLC, Skybridge Fintech Ltd., and Pinnacle Atlantic Bank, N.A., has been duly executed and delivered by each party thereto.
(g) Legal Opinion. The legal opinion of Calderwood & Harkness LLP, counsel to the Seller and the Performance Guarantor, addressed to Pinnacle Atlantic Bank, N.A., as Administrative Agent, and Ridgeline Capital Markets LLC, as Participating Buyer, dated as of the Closing Date, has been delivered to the Administrative Agent in form and substance satisfactory to the Administrative Agent and its counsel.
(h) Organizational Documents. The organizational documents, board resolutions, written consents, good standing certificates, incumbency certificates, and other corporate authorization documents for each of Skybridge Fintech Ltd. and SBF Warehouse I LLC, as more particularly described on Schedule A attached hereto and incorporated herein by reference, have been delivered to the Administrative Agent, and the undersigned certifies that such documents are true, correct, and complete copies of the originals thereof.
(i) UCC-1 Financing Statements. UCC-1 financing statements have been duly authorized, executed, and filed with the Delaware Secretary of State as required under Section 5.01(m) of the MRA and Section 6.01 of the Sale and Contribution Agreement, naming (i) Skybridge Fintech Ltd. as debtor and SBF Warehouse I LLC as secured party, to perfect the interests granted under the Sale and Contribution Agreement, and (ii) SBF Warehouse I LLC as debtor and Pinnacle Atlantic Bank, N.A., as Administrative Agent, as secured party, to perfect the security interests granted under the MRA in the Purchased Assets and related collateral.
(j) Upfront/Structuring Fee. The upfront structuring fee in the amount of Two Hundred Thousand Dollars ($200,000), representing fifty (50) basis points on the Maximum Facility Amount of Forty Million Dollars ($40,000,000), has been paid by wire transfer of immediately available funds to Pinnacle Atlantic Bank, N.A. in accordance with the wire instructions set forth in the Fee Letter.
(k) Initial Collateral Tape Verification. The initial collateral tape verification report prepared by Brindoval Analytics, Inc. (the "Verification Agent") has been received by the Administrative Agent, and such report confirms the accuracy and completeness of the initial Collateral Schedule delivered by the Seller in connection with the initial Purchase Transaction.
(l) Custodial Arrangements. Custodial arrangements with Ironclad Trust Company have been confirmed, including the designation of Nora Finch, Senior Vice President, Custody Services, as the primary contact for all matters relating to the custody and release of Purchased Asset documentation under the Custodial Agreement.
SECTION 4. FINANCIAL COVENANT COMPLIANCE
The undersigned hereby certifies that, as of the Closing Date, February 28, 2026, the Performance Guarantor is in compliance with each of the financial covenants set forth in Section 5 of the Guaranty, as described more fully below. All financial data set forth in this Section 4 has been derived from the books and records of Skybridge Fintech Ltd. and has been prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the most recently delivered audited financial statements of Skybridge Fintech Ltd. The undersigned has reviewed such financial data and believes it to be true, correct, and complete in all material respects.
4(a). Minimum Tangible Net Worth
Covenant Requirement: Pursuant to Section 5(a) of the Guaranty, Performance Guarantor shall maintain at all times a Tangible Net Worth (as defined in the Guaranty) of not less than Fifty-Five Million Dollars ($55,000,000), tested as of the last day of each fiscal quarter and as of the Closing Date.
Actual Tangible Net Worth as of the Closing Date: $82,400,000.
Basis of Calculation: The Tangible Net Worth of Skybridge Fintech Ltd. as of the Closing Date reflects total stockholders' equity of $97,150,000, less goodwill and other intangible assets of $14,750,000, yielding Tangible Net Worth of $82,400,000. This figure is consistent with the equity capitalization of Skybridge Fintech Ltd. following the $145,000,000 equity investment by Redstone Meridian Capital Partners, LP (representing a 62% equity stake) completed in 2022, together with retained earnings generated through operations, including fiscal year 2025 revenue of $67,300,000 and Adjusted EBITDA of $18,900,000.
Compliance Status: In compliance.
4(b). Minimum Liquidity
Covenant Requirement: Pursuant to Section 5(b) of the Guaranty, Performance Guarantor shall maintain at all times Minimum Liquidity, defined as unrestricted cash and cash equivalents, of not less than Ten Million Dollars ($10,000,000), tested as of the last day of each calendar month and as of the Closing Date.
Actual Unrestricted Cash and Cash Equivalents as of the Closing Date: $23,750,000.
Basis of Calculation: Unrestricted cash and cash equivalents of Skybridge Fintech Ltd. as of the Closing Date consist of $14,200,000 held in operating deposit accounts and $9,550,000 held in short-term money market instruments and U.S. Treasury obligations maturing within ninety (90) days. No portion of such amounts is subject to any lien, encumbrance, restriction, or condition that would prevent its use in the ordinary course of business.
Compliance Status: In compliance.
4(c). Maximum Leverage Ratio
Covenant Requirement: Pursuant to Section 5(c) of the Guaranty, Performance Guarantor shall not permit the Leverage Ratio (defined as Total Debt to Tangible Net Worth) to exceed 4.00 to 1.00 at any time, tested as of the last day of each fiscal quarter and as of the Closing Date.
Actual Leverage Ratio as of the Closing Date: 2.37:1.00.
Basis of Calculation: Total Debt of Skybridge Fintech Ltd. as of the Closing Date is $195,300,000 (inclusive of all funded warehouse facilities, corporate credit facilities, and other indebtedness for borrowed money). Tangible Net Worth as of the Closing Date is $82,400,000, as set forth in Section 4(a) above. Accordingly, the Leverage Ratio is $195,300,000 / $82,400,000 = 2.37:1.00.
Compliance Status: In compliance.
4(d). Minimum Servicing Portfolio UPB
Covenant Requirement: Pursuant to Section 5(d) of the Guaranty, Performance Guarantor shall maintain at all times a Servicing Portfolio with an aggregate unpaid principal balance ("UPB") of not less than Two Hundred Fifty Million Dollars ($250,000,000), tested as of the last day of each fiscal quarter and as of the Closing Date.
Actual Servicing Portfolio UPB as of the Closing Date: Approximately $310,000,000.
Basis of Calculation: The Servicing Portfolio UPB reflects the aggregate unpaid principal balance of all Consumer Installment Loans owned by or serviced by Skybridge Fintech Ltd. as of the Closing Date, as set forth in the Servicer's records and as verified against the applicable loan-level data maintained by the Servicer.
Compliance Status: In compliance.
The following table summarizes the financial covenant compliance of Performance Guarantor as of the Closing Date:
SECTION 5. ADDITIONAL CERTIFICATIONS
5.1. State Lending Licenses. Skybridge Fintech Ltd. holds valid lending licenses, permits, and authorizations in thirty-eight (38) states and the District of Columbia, as required for the origination, servicing, and sale of Consumer Installment Loans in such jurisdictions. No such license, permit, or authorization has been revoked, suspended, terminated, or made subject to any material restriction, limitation, or condition since the date of the MRA. No proceeding is pending or, to the knowledge of the undersigned, threatened that seeks or would reasonably be expected to result in the revocation, suspension, termination, or material restriction of any such license, permit, or authorization.
5.2. Underwriting Guidelines. The Skybridge Consumer Installment Loan Underwriting Guidelines, Version 7.2, effective September 1, 2025 (the "Underwriting Guidelines"), remain in full force and effect and have not been amended, modified, supplemented, or waived in any respect since the effective date thereof without the prior written consent of the Administrative Agent. All Consumer Installment Loans originated by Skybridge Fintech Ltd. on and after September 1, 2025, and proposed to be included as Purchased Assets under the MRA, have been originated in accordance with the Underwriting Guidelines. A complete and correct copy of the Underwriting Guidelines has been delivered to the Administrative Agent and to Whitmore Crane & Bates LLP, counsel to the Administrative Agent.
5.3. No Material Adverse Change. Since the date of the most recently delivered audited financial statements of Skybridge Fintech Ltd. (for the fiscal year ended December 31, 2025), no material adverse change has occurred in the business, operations, properties, assets, or financial condition of Skybridge Fintech Ltd. or SBF Warehouse I LLC, whether individually or taken as a whole. No event, development, circumstance, or condition has occurred or exists that would reasonably be expected to have a Material Adverse Effect (as defined in the MRA).
5.4. Separateness Covenants. SBF Warehouse I LLC, as a bankruptcy-remote special purpose entity, has at all times since its formation complied with the separateness covenants set forth in Section 5.02(q) of the MRA and in Article VII of the Limited Liability Company Agreement of SBF Warehouse I LLC. Without limiting the generality of the foregoing, SBF Warehouse I LLC has (i) maintained its separate existence as a limited liability company distinct from Skybridge Fintech Ltd. and any other affiliate; (ii) not commingled its assets, funds, or accounts with those of Skybridge Fintech Ltd. or any other Person; (iii) maintained its own books, records, and financial statements separate from those of Skybridge Fintech Ltd.; (iv) held itself out to creditors and the public as a legal entity separate and distinct from Skybridge Fintech Ltd. and any other Person; (v) maintained its own bank accounts and conducted business in its own name; (vi) observed all limited liability company formalities required by the Delaware Limited Liability Company Act and its governing documents; (vii) paid its own liabilities and expenses from its own assets; and (viii) not guaranteed or become obligated for the debts of Skybridge Fintech Ltd. or any other Person.
5.5. No Change of Control. No Change of Control (as defined in the MRA) of Skybridge Fintech Ltd. has occurred. As of the Closing Date, Redstone Meridian Capital Partners, LP continues to hold its sixty-two percent (62%) equity stake in Skybridge Fintech Ltd. No agreement, arrangement, or understanding exists pursuant to which Redstone Meridian Capital Partners, LP would transfer, sell, assign, or otherwise dispose of all or any material portion of its equity interest in Skybridge Fintech Ltd. without the prior written consent of the Administrative Agent as required under the MRA.
SECTION 6. ORGANIZATIONAL DOCUMENTS DELIVERED
Attached hereto as Schedule A is a complete list of all organizational documents, authorization documents, certificates, and other items delivered to the Administrative Agent in connection with the closing of the transactions contemplated by the MRA on the Closing Date. The undersigned hereby certifies that each document identified on Schedule A has been delivered to the Administrative Agent and that each such document is a true, correct, and complete copy of the original thereof, has not been amended, modified, or rescinded, and remains in full force and effect as of the Closing Date.
SECTION 7. RELIANCE
This Certificate is delivered with the understanding and acknowledgment that the Administrative Agent and the Buyers are relying on the accuracy and completeness of the certifications contained herein in consummating the initial Purchase Transaction under the MRA on the Closing Date, and that, but for the delivery of this Certificate and the accuracy of the certifications contained herein, the Administrative Agent and the Buyers would not consummate such initial Purchase Transaction.
The undersigned further acknowledges that any material misstatement or omission in this Certificate shall constitute an immediate Event of Default under Section 8.01(c) of the MRA, and the Administrative Agent and the Buyers shall be entitled to exercise all rights and remedies available to them under the MRA, the Guaranty, and the other Transaction Documents, and at law or in equity, in connection therewith.
This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile or electronic transmission (including by PDF) shall be effective as delivery of a manually executed counterpart hereof.
[Remainder of page intentionally left blank; signature pages follow.]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Closing Certificate as of the date first written above.
SBF WAREHOUSE I LLC, as Seller
By: ________
Name: Rajan Sundaram
Title: Authorized Officer
Date: February 28, 2026
SKYBRIDGE FINTECH LTD., as Performance Guarantor
By: ________
Name: Rajan Sundaram
Title: Chief Financial Officer
Date: February 28, 2026
SCHEDULE A
ORGANIZATIONAL DOCUMENTS DELIVERED
The following organizational documents, authorization documents, certificates, and other items have been delivered to Pinnacle Atlantic Bank, N.A., as Administrative Agent, in connection with the closing of the initial Purchase Transaction under the Master Repurchase Agreement on February 28, 2026:
Each document listed above has been delivered to Pinnacle Atlantic Bank, N.A., as Administrative Agent, at 201 South Tryon Street, 34th Floor, Charlotte, NC 28202, Attention: Structured Finance — Warehouse Lending Group. Copies of each such document have been provided to Whitmore Crane & Bates LLP, counsel to the Administrative Agent, at 1 Liberty Plaza, 41st Floor, New York, NY 10006, Attention: Structured Finance Group.
[End of Schedule A]
Financial Covenant | Requirement | Actual | Status
Minimum Tangible Net Worth | ≥ $55,000,000 | $82,400,000 | In Compliance
Minimum Liquidity | ≥ $10,000,000 | $23,750,000 | In Compliance
Maximum Leverage Ratio | ≤ 4.00:1.00 | 2.37:1.00 | In Compliance
Minimum Servicing Portfolio UPB | ≥ $250,000,000 | ~$310,000,000 | In Compliance
No. | Document | Description
1. | Certificate of Incorporation — Skybridge Fintech Ltd. | Certificate of Incorporation of Skybridge Fintech Ltd., as filed with the Delaware Secretary of State (DE Entity File No. 7384921), together with all amendments thereto.
2. | Certificate of Formation — SBF Warehouse I LLC | Certificate of Formation of SBF Warehouse I LLC, as filed with the Delaware Secretary of State (DE Entity File No. 8102356), together with all amendments thereto.
3. | Bylaws — Skybridge Fintech Ltd. | Bylaws of Skybridge Fintech Ltd., as currently in effect.
4. | LLC Agreement — SBF Warehouse I LLC | Limited Liability Company Agreement of SBF Warehouse I LLC, as currently in effect, including all exhibits, schedules, and amendments thereto.
5. | Good Standing Certificate — Skybridge Fintech Ltd. | Certificate of Good Standing of Skybridge Fintech Ltd. issued by the Delaware Secretary of State, dated February 21, 2026.
6. | Good Standing Certificate — SBF Warehouse I LLC | Certificate of Good Standing of SBF Warehouse I LLC issued by the Delaware Secretary of State, dated February 24, 2026.
7. | Board Resolutions — Skybridge Fintech Ltd. | Certified copy of Resolutions of the Board of Directors of Skybridge Fintech Ltd. authorizing the execution, delivery, and performance of the MRA, the Performance Guaranty, the Sale and Contribution Agreement, the Servicing Agreement, the Fee Letter, and all related Transaction Documents, certified by Deirdre Knox, General Counsel & Corporate Secretary of Skybridge Fintech Ltd.
8. | Written Consent of Sole Member — SBF Warehouse I LLC | Written Consent of the Sole Member (Skybridge Fintech Ltd.) of SBF Warehouse I LLC authorizing the execution, delivery, and performance of the MRA, the Custodial Agreement, and all related Transaction Documents.
9. | Secretary's Certificate — Skybridge Fintech Ltd. | Secretary's Certificate of Skybridge Fintech Ltd. certifying the foregoing organizational documents and the incumbency and specimen signatures of officers authorized to execute and deliver Transaction Documents on behalf of Skybridge Fintech Ltd., executed by Deirdre Knox, General Counsel & Corporate Secretary.
10. | Incumbency Certificate — SBF Warehouse I LLC | Incumbency Certificate of SBF Warehouse I LLC identifying authorized signatories: (a) Rajan Sundaram, Chief Financial Officer of Skybridge Fintech Ltd.; and (b) Luis Ferreira, Vice President, Capital Markets & Structured Finance of Skybridge Fintech Ltd.
11. | IRS Form W-9 — Skybridge Fintech Ltd. | Completed and executed IRS Form W-9 for Skybridge Fintech Ltd. (EIN: 84-3291507).
12. | IRS Form W-9 — SBF Warehouse I LLC | Completed and executed IRS Form W-9 for SBF Warehouse I LLC (EIN: 93-1784620).

OFFICER'S CLOSING CERTIFICATE

RECITALS

SECTION 1. REPRESENTATIONS AND WARRANTIES

SECTION 2. NO DEFAULT

SECTION 3. CONDITIONS PRECEDENT

SECTION 4. FINANCIAL COVENANT COMPLIANCE

SECTION 5. ADDITIONAL CERTIFICATIONS

SECTION 6. ORGANIZATIONAL DOCUMENTS DELIVERED

SECTION 7. RELIANCE

SCHEDULE A

ORGANIZATIONAL DOCUMENTS DELIVERED

Record

Parties

Dates

Amounts