[sheet: Closing Checklist]
Item No.
SKYBRIDGE FINTECH LTD. — WAREHOUSE FACILITY CLOSING CHECKLIST
Transaction: $40,000,000 Master Repurchase / Warehouse Credit Facility
Seller: SBF Warehouse I LLC
Performance Guarantor: Skybridge Fintech Ltd.
Administrative Agent / Committed Buyer: Pinnacle Atlantic Bank, N.A. ($30,000,000)
Participating Buyer: Ridgeline Capital Markets LLC ($10,000,000)
Custodian: Ironclad Trust Company
Borrower's Counsel: Calderwood & Harkness LLP
Lender's Counsel: Whitmore Crane & Bates LLP
Closing Date: February 28, 2026
Calderwood & Harkness LLP Matter No.: 1009-00006
| Prepared by: Jeffrey Park | Last Updated: February 28, 2026 | ||||||
| A | CATEGORY A — TRANSACTION DOCUMENTS | ||||||
| A-1 | A | Master Repurchase Agreement among SBF Warehouse I LLC (Seller), Pinnacle Atlantic Bank, N.A. (Administrative Agent / Committed Buyer), and Ridgeline Capital Markets LLC (Participating Buyer); dated February 28, 2026; Maximum Facility Amount $40,000,000; SOFR + 260 bps; 85% advance rate; 18-month term; NY governing law | Calderwood & Harkness LLP (initial draft) / Whitmore Crane & Bates LLP (lender mark-up) | 02/28/2026 | Executed | 02/28/2026 | Initial draft issued 01/10/2026; WCB mark-up received 01/24/2026; eligibility criteria and concentration limits agreed 02/07/2026; execution version finalized and signed at closing |
| A-2 | A | Performance Guaranty executed by Skybridge Fintech Ltd. in favor of Pinnacle Atlantic Bank, N.A. as Administrative Agent; guarantees all obligations of SBF Warehouse I LLC under MRA; incorporates financial covenants (Min. TNW $55M, Min. Liquidity $10M, Max. Leverage 4.00:1.00, Min. Servicing UPB $250M) | Calderwood & Harkness LLP | 02/28/2026 | Executed | 02/28/2026 | Executed by Margot Ellison, CEO, Skybridge Fintech Ltd. |
| A-3 | A | Sale and Contribution Agreement between Skybridge Fintech Ltd. (Originator) and SBF Warehouse I LLC (Purchaser); true-sale transfer of consumer installment loan receivables; establishes bankruptcy-remote structure; includes UCC filing provisions and separateness covenants | Calderwood & Harkness LLP | 02/28/2026 | Executed | 02/28/2026 | True-sale characterization opinion delivered separately (see Item C-1) |
| A-4 | A | Custodial Agreement among SBF Warehouse I LLC (Seller), Pinnacle Atlantic Bank, N.A. (Administrative Agent), and Ironclad Trust Company (Custodian); governs custody, certification, and release of receivable files; custodial fee $2,500/month | Calderwood & Harkness LLP / Whitmore Crane & Bates LLP | 02/14/2026 | Executed | 02/14/2026 | Finalized February 14, 2026; executed at closing February 28, 2026; Nora Finch (SVP, Custody Services) designated custodian contact; custodian address: 185 Asylum Street, Suite 900, Hartford, CT 06103 |
| A-5 | A | Fee Letter among SBF Warehouse I LLC, Skybridge Fintech Ltd., and Pinnacle Atlantic Bank, N.A.; upfront/structuring fee $200,000 (50 bps on $40M); unused commitment fee 30 bps/yr on daily average undrawn; administrative agent fee $75,000/yr ($37,500 semi-annually) | Calderwood & Harkness LLP | 02/28/2026 | Executed | 02/28/2026 | Confidential side letter; payment of upfront fee confirmed at closing |
| A-6 | A | Servicing Agreement appointing Skybridge Fintech Ltd. as Servicer of purchased receivables; servicing standards, reporting obligations, collection procedures, back-up servicer trigger events | Calderwood & Harkness LLP | 02/28/2026 | Executed | 02/28/2026 | Skybridge to act as initial servicer; back-up servicer trigger provisions negotiated with WCB |
| A-7 | A | Eligibility Criteria and Concentration Limits Schedule (Exhibit to MRA); sets forth all eligibility criteria (FICO ≥ 660, original term 12–60 months, principal $2,000–$35,000, ≤ 30 days delinquent, originated under Underwriting Guidelines v.7.2 eff. 09/01/2025, USD denominated, licensed state, APR within usury cap, no modification/bankruptcy/death) and concentration limits (single obligor ≤ $100,000, single state ≤ 20%, WA FICO ≥ 700, WA coupon ≥ 12.00%, 60-month receivables ≤ $12,000,000) | Calderwood & Harkness LLP / Whitmore Crane & Bates LLP | 02/07/2026 | Final | 02/07/2026 | Agreed and finalized February 7, 2026; incorporated by reference into execution MRA |
| B | CATEGORY B — ORGANIZATIONAL & AUTHORIZATION DOCUMENTS | ||||||
| B-1 | B | Secretary's Certificate of Skybridge Fintech Ltd. executed by Deirdre Knox, General Counsel & Corporate Secretary; attaches certified charter documents (Certificate of Incorporation), bylaws, and board resolutions authorizing execution of MRA, Performance Guaranty, Sale and Contribution Agreement, Servicing Agreement, and related documents | Calderwood & Harkness LLP / Skybridge Fintech Ltd. | 02/28/2026 | Executed | 02/28/2026 | Skybridge DE Entity File No. 7384921; EIN 84-3291507 |
| B-2 | B | Managing Member's Certificate of SBF Warehouse I LLC; attaches certified Certificate of Formation, LLC Agreement, and member resolutions authorizing execution of MRA, Sale and Contribution Agreement, Custodial Agreement, and Fee Letter | Calderwood & Harkness LLP / Skybridge Fintech Ltd. (as sole member) | 02/28/2026 | Executed | 02/28/2026 | SBF Warehouse I LLC DE Entity File No. 8102356; EIN 93-1784620; registered office: c/o Skybridge Fintech Ltd., 400 North Market Street, Suite 1200, Wilmington, DE 19801 |
| B-3 | B | Board Resolutions of Skybridge Fintech Ltd. authorizing the warehouse facility, execution of transaction documents, and designation of authorized signatories | Skybridge Fintech Ltd. (Deirdre Knox) | 02/28/2026 | Executed | 02/28/2026 | Certified copy attached to Secretary's Certificate (B-1) |
| B-4 | B | Member Resolutions of SBF Warehouse I LLC authorizing execution of transaction documents | Skybridge Fintech Ltd. (as sole member) | 02/28/2026 | Executed | 02/28/2026 | Certified copy attached to Managing Member's Certificate (B-2) |
| B-5 | B | Certificate of Good Standing — Skybridge Fintech Ltd. from Delaware Secretary of State | Skybridge Fintech Ltd. | 02/28/2026 | Received | 02/25/2026 | Dated within 30 days of closing |
| B-6 | B | Certificate of Good Standing — SBF Warehouse I LLC from Delaware Secretary of State | Skybridge Fintech Ltd. | 02/28/2026 | Received | 02/25/2026 | Dated within 30 days of closing |
| B-7 | B | Incumbency Certificate of Skybridge Fintech Ltd. identifying authorized officers: Margot Ellison (CEO), Rajan Sundaram (CFO), Deirdre Knox (General Counsel & Corporate Secretary), Luis Ferreira (VP, Capital Markets), Priya Chakraborty (Controller) | Calderwood & Harkness LLP / Skybridge Fintech Ltd. | 02/28/2026 | Executed | 02/28/2026 | |
| B-8 | B | Incumbency Certificate of SBF Warehouse I LLC identifying authorized persons | Calderwood & Harkness LLP / Skybridge Fintech Ltd. | 02/28/2026 | Executed | 02/28/2026 | |
| B-9 | B | Certified copy of Certificate of Incorporation of Skybridge Fintech Ltd. | Skybridge Fintech Ltd. | 02/28/2026 | Received | 02/20/2026 | Attached to Secretary's Certificate (B-1) |
| B-10 | B | Certified copy of Certificate of Formation of SBF Warehouse I LLC | Skybridge Fintech Ltd. | 02/28/2026 | Received | 02/20/2026 | Attached to Managing Member's Certificate (B-2) |
| C | CATEGORY C — OPINIONS | ||||||
| C-1 | C | Legal Opinion of Calderwood & Harkness LLP (Borrower's Counsel) addressed to Pinnacle Atlantic Bank, N.A. and Ridgeline Capital Markets LLC; covers due organization and good standing (DE), due authorization, enforceability (NY law), no conflicts, true-sale characterization, UCC Article 8/9 perfection of security interest in purchased receivables | Calderwood & Harkness LLP (Theodore Langston) | 02/28/2026 | Executed | 02/28/2026 | Delivered by Theodore Langston, Responsible Partner; subject to customary assumptions, qualifications, and limitations |
| C-2 | C | Legal Opinion of Whitmore Crane & Bates LLP (Lender's Counsel) addressed to Pinnacle Atlantic Bank, N.A. and Ridgeline Capital Markets LLC | Whitmore Crane & Bates LLP (Conrad Whitfield) | 02/28/2026 | Executed | 02/28/2026 | Lender's counsel opinion; form and substance reviewed by C&H |
| D | CATEGORY D — UCC FILINGS | ||||||
| D-1 | D | UCC-1 Financing Statement filed with Delaware Secretary of State — Skybridge Fintech Ltd. (Debtor/Seller) in favor of SBF Warehouse I LLC (Secured Party/Buyer) covering consumer installment loan receivables and related rights | Calderwood & Harkness LLP | 02/28/2026 | Filed | 02/28/2026 | Filed in connection with Sale and Contribution Agreement; file-stamped copy to be obtained |
| D-2 | D | UCC-1 Financing Statement filed with Delaware Secretary of State — SBF Warehouse I LLC (Debtor/Seller) in favor of Pinnacle Atlantic Bank, N.A. as Administrative Agent (Secured Party) covering purchased receivables and related collateral under MRA | Calderwood & Harkness LLP | 02/28/2026 | Filed | 02/28/2026 | Filed in connection with MRA; file-stamped copy to be obtained |
| D-3 | D | UCC Search Reports — Skybridge Fintech Ltd. (Delaware Secretary of State) | Calderwood & Harkness LLP | 02/28/2026 | Received | 02/24/2026 | Lien search confirms no prior filings against receivables collateral |
| D-4 | D | UCC Search Reports — SBF Warehouse I LLC (Delaware Secretary of State) | Calderwood & Harkness LLP | 02/28/2026 | Received | 02/24/2026 | Clean search; no prior filings |
| E | CATEGORY E — OFFICER'S CERTIFICATES | ||||||
| E-1 | E | Officer's Closing Certificate of SBF Warehouse I LLC and Skybridge Fintech Ltd. executed by Rajan Sundaram (CFO); certifies truth of reps and warranties, no Default or Event of Default, satisfaction of closing conditions, compliance with financial covenants (Min. TNW $55M, Min. Liquidity $10M, Max. Leverage 4.00:1.00, Min. Servicing UPB $250M); addressed to Pinnacle Atlantic Bank, N.A. | Calderwood & Harkness LLP / Skybridge Fintech Ltd. | 02/28/2026 | Executed | 02/28/2026 | Dual capacity certificate — Rajan Sundaram signing as CFO of Skybridge and authorized officer of SBF Warehouse I LLC; schedule of organizational documents attached |
| E-2 | E | Compliance Certificate — initial financial covenant compliance calculations as of closing date | Skybridge Fintech Ltd. (Rajan Sundaram / Priya Chakraborty) | 02/28/2026 | Executed | 02/28/2026 | Current servicing UPB ~$310,000,000 vs. $250,000,000 covenant minimum |
| F | CATEGORY F — THIRD-PARTY DELIVERABLES | ||||||
| F-1 | F | Ironclad Trust Company — Custodial Confirmation Letter confirming receipt of initial receivable files and readiness to act as document custodian under the Custodial Agreement | Ironclad Trust Company (Nora Finch, SVP) | 02/28/2026 | Received | 02/27/2026 | Confirmation received from Nora Finch; Ironclad Trust Company, 185 Asylum Street, Suite 900, Hartford, CT 06103 |
| F-2 | F | Brindoval Analytics, Inc. — Initial Collateral Tape Verification Report; independent verification of initial loan tape and data integrity for eligible receivable pool | Brindoval Analytics, Inc. | 02/28/2026 | Received | 02/26/2026 | Engaged by Pinnacle Atlantic; report delivered to Administrative Agent and shared with Seller; Brindoval Analytics, Inc., 816 Congress Avenue, Suite 1400, Austin, TX 78701 |
| F-3 | F | Grandview Kapoor LLP — Audited Financial Statements of Skybridge Fintech Ltd. for FY2025 (or most recent available) | Grandview Kapoor LLP (Anil Kapoor, Engagement Partner) | 02/28/2026 | Received | 02/20/2026 | FY2025 revenue $67.3M; Adj. EBITDA $18.9M; Grandview Kapoor LLP, 1700 Market Street, Suite 2400, Philadelphia, PA 19103 |
| F-4 | F | Evidence of lending licenses — Skybridge Fintech Ltd. holds valid lending licenses in 38 states and the District of Columbia | Skybridge Fintech Ltd. (Deirdre Knox) | 02/28/2026 | Received | 02/22/2026 | License schedule delivered; eligibility criteria require obligor located in licensed state |
| F-5 | F | Evidence of insurance — Skybridge Fintech Ltd. (errors & omissions, cyber liability, fidelity bond, as required under MRA) | Skybridge Fintech Ltd. | 02/28/2026 | Received | 02/25/2026 | Certificates of insurance delivered |
| F-6 | F | Wire transfer instructions — Pinnacle Atlantic Bank, N.A. | Pinnacle Atlantic Bank, N.A. (Candace Reeves) | 02/28/2026 | Received | 02/26/2026 | |
| F-7 | F | Wire transfer instructions — Ridgeline Capital Markets LLC | Ridgeline Capital Markets LLC (Samantha Liu) | 02/28/2026 | Received | 02/26/2026 | |
| F-8 | F | Wire transfer instructions — SBF Warehouse I LLC / Skybridge Fintech Ltd. | Skybridge Fintech Ltd. (Luis Ferreira) | 02/28/2026 | Received | 02/26/2026 | Upfront fee of $200,000 to be wired to PAB at closing |
| F-9 | F | Bring-down good standing certificates (if required within specified dating period) | Skybridge Fintech Ltd. | 02/28/2026 | Received | 02/25/2026 | See B-5 and B-6 |