SCHEDULE [●]
ELIGIBILITY CRITERIA AND CONCENTRATION LIMITS
to the
Master Repurchase Agreement
dated as of February 28, 2026
among
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
$40,000,000 Master Repurchase / Warehouse Credit Facility
This Schedule (this "Schedule") is incorporated by reference into, and forms a part of, the Master Repurchase Agreement (the "Agreement") dated as of February 28, 2026, among SBF Warehouse I LLC, a Delaware limited liability company, as Seller (the "Seller"), Pinnacle Atlantic Bank, N.A., a national banking association, as Administrative Agent (the "Administrative Agent") and Committed Buyer (the "Committed Buyer"), and Ridgeline Capital Markets LLC, a Delaware limited liability company, as Participating Buyer (the "Participating Buyer" and, together with the Committed Buyer, the "Buyers"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. In the event of any conflict or inconsistency between the provisions of this Schedule and the provisions of the Agreement, the provisions of the Agreement shall control unless this Schedule expressly provides otherwise.
This Schedule sets forth (a) the eligibility criteria that each Receivable must satisfy in order to be purchased under the Agreement, (b) the concentration limits applicable to the aggregate pool of Purchased Receivables, (c) the testing and reporting requirements related thereto, and (d) certain related definitional and procedural provisions. The criteria and limits set forth herein are effective as of the Closing Date (February 28, 2026) and shall remain in effect until the Facility Termination Date or the earlier termination of the Agreement in accordance with its terms.
The parties have agreed upon the eligibility criteria and concentration limits set forth herein as of February 7, 2026, and such criteria and limits shall become effective as of the Closing Date (February 28, 2026).
Right-click to update Table of Contents
PART I — DEFINITIONS
The following definitions are specific to this Schedule and supplement or clarify the defined terms set forth in the Agreement. To the extent any term defined in this Part I is also defined in the Agreement, the definition set forth in this Part I shall apply solely for purposes of this Schedule, and the definition set forth in the Agreement shall apply for all other purposes under the Agreement.
"Collateral Tape" means the loan-level data file, in the form prescribed by the Administrative Agent from time to time, containing information for all Purchased Receivables then outstanding under the Agreement, including but not limited to the data fields necessary to verify compliance with the Eligibility Criteria set forth in Part II and the Concentration Limits set forth in Part III of this Schedule.
"Concentration Limits" means the pool-level limits and constraints set forth in Part III of this Schedule, each of which must be satisfied on a continuous basis with respect to the aggregate pool of Purchased Receivables outstanding at any time under the Agreement. The Concentration Limits are designed to ensure adequate diversification and credit quality within the pool of Purchased Receivables and shall be tested in accordance with Part IV of this Schedule.
"Cut-Off Date" means, with respect to any Purchase Transaction, the date specified in the related Transaction Notice as the date on which the eligibility of Receivables is determined, which shall be no more than two (2) Business Days prior to the related Purchase Date. For the avoidance of doubt, all representations, warranties, and certifications regarding the eligibility of Receivables shall be made as of the related Cut-Off Date and the related Purchase Date.
"Cut-Off Date Principal Balance" means, with respect to any Receivable, the outstanding principal balance of such Receivable as of the close of business on the related Cut-Off Date, after giving effect to the application of all payments (including scheduled payments, prepayments, and partial payments) received by the Servicer on or before such date. For purposes of calculating the Cut-Off Date Principal Balance, any payment that has been received but not yet posted shall be deemed to have been applied as of the date of receipt.
"Defective Receivable" has the meaning assigned to such term in Section 4.4 of this Schedule.
"Eligible Receivable" means a Receivable that, as of the applicable Purchase Date and the related Cut-Off Date, satisfies each of the criteria set forth in Part II of this Schedule. A Receivable that fails to satisfy any one or more of the Eligibility Criteria set forth in Part II shall not constitute an Eligible Receivable unless the Administrative Agent has expressly waived the applicable criterion or criteria with respect to such Receivable in writing.
"FICO Score" means the FICO® credit score of the related Obligor obtained from one or more nationally recognized consumer credit reporting agencies (Harborview Enterprises, Penrose Group, or Penmark Enterprises) at the time of origination of the Receivable. In the event that multiple FICO Scores are obtained from different credit reporting agencies, the FICO Score for purposes of this Schedule shall be the middle score (or, if only two scores are obtained, the lower of the two scores), unless otherwise specified in the Underwriting Guidelines.
"Licensed State" means any state of the United States (or the District of Columbia) in which the Originator holds a valid and current consumer lending license, permit, or other authorization required under applicable law to originate consumer installment loans as of the related Purchase Date. As of the Closing Date, the Originator holds lending licenses in thirty-eight (38) states and the District of Columbia. A current list of Licensed States shall be maintained by the Originator and provided to the Administrative Agent upon request and updated promptly upon any change thereto.
"Maximum Facility Amount" means $40,000,000 (Forty Million Dollars), or such higher amount as may be agreed to by the parties from time to time in accordance with the terms of the Agreement.
"Obligor" means the individual borrower who is the primary obligor under a Receivable and who is obligated to make scheduled payments of principal and interest thereunder. For the avoidance of doubt, "Obligor" refers solely to a natural person and does not include any co-signer, guarantor, or other party secondarily liable for payment under the Receivable, unless such party is also a primary borrower thereunder.
"Originator" means Skybridge Fintech Ltd., a Delaware corporation (EIN: 84-3291507), in its capacity as the originator of the Receivables purchased or to be purchased under the Agreement.
"Purchase Price" means, with respect to any Purchased Receivable, an amount equal to the Advance Rate multiplied by the Cut-Off Date Principal Balance of such Receivable. As of the Closing Date, the Advance Rate applicable to Eligible Receivables is eighty-five percent (85%). The Advance Rate may be adjusted from time to time in accordance with the terms of the Agreement.
"Receivable File" has the meaning assigned to such term in the Custodial Agreement dated February 14, 2026, among the Seller, the Administrative Agent, and Ironclad Trust Company, as Custodian, and generally includes the promissory note (or electronic equivalent), all ancillary loan documents, and all other documents, instruments, and records relating to a Receivable and the related Obligor.
"Underwriting Guidelines" means the Skybridge Consumer Installment Loan Underwriting Guidelines, Version 7.2, effective September 1, 2025, as the same may be amended, supplemented, or modified from time to time with the prior written consent of the Administrative Agent. The Underwriting Guidelines set forth the credit, income verification, fraud detection, and documentation standards applied by the Originator in connection with the origination of consumer installment loans through its direct-to-consumer digital lending platform.
"Weighted-Average Coupon" means, as of any date of determination, the weighted average of the annual percentage rates (APRs) of all Purchased Receivables then outstanding in the pool, weighted by Cut-Off Date Principal Balance. For purposes of this calculation, the APR of each Purchased Receivable shall be the APR as stated in the related promissory note or loan agreement.
"Weighted-Average FICO" means, as of any date of determination, the weighted average of the FICO Scores (at origination) of all Purchased Receivables then outstanding in the pool, weighted by Cut-Off Date Principal Balance.
PART II — ELIGIBILITY CRITERIA
Each Receivable proposed for purchase in a Purchase Transaction must satisfy all of the following criteria (each, an "Eligibility Criterion" and, collectively, the "Eligibility Criteria") as of the related Cut-Off Date and Purchase Date in order to constitute an "Eligible Receivable." The determination of whether a Receivable satisfies the Eligibility Criteria shall be made by the Seller based on the information contained in the Originator's records and the related Receivable File, and the Seller shall certify compliance with the Eligibility Criteria in the Purchase Date Certificate delivered on each Purchase Date. The Administrative Agent shall have the right, in its reasonable discretion, to waive any Eligibility Criterion with respect to a specific Receivable; provided that no such waiver shall be deemed to waive such criterion with respect to any other Receivable, and provided, further, that any such waiver shall be documented in writing and delivered to the Seller and the Buyers prior to the related Purchase Date. For the avoidance of doubt, the waiver of any Eligibility Criterion by the Administrative Agent shall not affect the Seller's obligation to make the representations and warranties set forth in the Agreement with respect to any Purchased Receivable.
Section 2.1 — Origination and Underwriting Standards
(a) The Receivable was originated by the Originator (Skybridge Fintech Ltd.) through its direct-to-consumer digital lending platform in the ordinary course of the Originator's business. No Receivable originated by any entity other than the Originator, or originated through any channel other than the Originator's direct-to-consumer digital lending platform (including, without limitation, any broker channel, indirect lending channel, or point-of-sale financing channel), shall constitute an Eligible Receivable.
(b) The Receivable was originated in compliance with, and satisfies all requirements of, the Underwriting Guidelines (Skybridge Consumer Installment Loan Underwriting Guidelines, Version 7.2, effective September 1, 2025) in effect as of the date of origination of such Receivable. In the event that the Underwriting Guidelines have been amended or supplemented subsequent to the date of origination of a Receivable, the applicable version shall be the version in effect as of the date of origination, and such Receivable shall not be required to satisfy the requirements of any subsequently adopted version. Any Receivable originated under a prior version of the Underwriting Guidelines that has not been approved by the Administrative Agent shall not constitute an Eligible Receivable.
(c) The Receivable was originated in compliance with all applicable federal, state, and local laws, rules, and regulations, including without limitation:
(i) the Truth in Lending Act, 15 U.S.C. § 1601 et seq., and Regulation Z promulgated thereunder (12 C.F.R. Part 1026) ("TILA");
(ii) the Equal Credit Opportunity Act, 15 U.S.C. § 1691 et seq., and Regulation B promulgated thereunder (12 C.F.R. Part 1002) ("ECOA");
(iii) the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA");
(iv) the Fair Debt Collection Practices Act, 15 U.S.C. § 1692 et seq. ("FDCPA");
(v) all applicable state consumer lending statutes and regulations, including state licensing requirements, rate caps, fee limitations, and disclosure obligations; and
(vi) all applicable privacy and data protection laws, including the Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801–6809) and any applicable state privacy laws.
Section 2.2 — Obligor Credit Quality
(a) The FICO Score of the related Obligor at the time of origination of the Receivable was not less than 660. For purposes of this Section 2.2(a), the FICO Score shall be determined in accordance with the definition set forth in Part I of this Schedule (i.e., the middle score if three scores are obtained, or the lower of two scores if only two scores are obtained). A Receivable for which no FICO Score was obtained at origination shall not constitute an Eligible Receivable.
(b) The Obligor is a natural person (not a business entity, trust, estate, governmental authority, or any other non-individual entity) and a resident of the United States as of the date of origination of the Receivable. For purposes of this Section 2.2(b), "resident of the United States" means an individual whose primary residence address, as reflected in the Originator's records at the time of origination, is located within one of the fifty (50) states of the United States or the District of Columbia. No Receivable for which the Obligor's primary residence is located outside the United States (including any U.S. territory or possession) shall constitute an Eligible Receivable.
Section 2.3 — Receivable Term and Balance Parameters
(a) The original contractual term of the Receivable (measured from the date of origination to the scheduled final maturity date) is not less than twelve (12) months and not greater than sixty (60) months. For purposes of this Section 2.3(a), "original contractual term" means the term as set forth in the related promissory note or loan agreement at the time of origination, without giving effect to any subsequent modification, extension, or renewal (whether or not such modification, extension, or renewal would independently disqualify the Receivable under Section 2.9).
(b) The outstanding principal balance of the Receivable as of the related Cut-Off Date (i.e., the Cut-Off Date Principal Balance) is not less than $2,000 (Two Thousand Dollars) and not greater than $35,000 (Thirty-Five Thousand Dollars). A Receivable with a Cut-Off Date Principal Balance below $2,000 or above $35,000 shall not constitute an Eligible Receivable, regardless of whether such balance was within the prescribed range at the time of origination.
Section 2.4 — Payment Status and Performance
(a) As of the related Purchase Date, the Receivable is not more than thirty (30) days past due. For purposes of this Section 2.4(a), delinquency shall be measured using the OCC method of calculating delinquency (i.e., a Receivable is considered delinquent when one full payment is past due, and days delinquent are measured from the due date of the earliest unpaid installment). A Receivable that is either current (i.e., all scheduled payments have been received on or before the related due dates) or no more than thirty (30) days delinquent shall satisfy this criterion. A Receivable that is more than thirty (30) days past due as of the related Purchase Date shall not constitute an Eligible Receivable.
(b) No scheduled payment under the Receivable has been waived, deferred, or otherwise excused by the Originator or any prior servicer, and no principal or interest has been forgiven, reduced, or otherwise written down, in whole or in part, at any time prior to the related Purchase Date. For the avoidance of doubt, a Receivable for which a payment has been reversed due to insufficient funds but subsequently collected within the applicable grace period shall not be deemed to have had a scheduled payment waived, provided that the Receivable is current or no more than thirty (30) days delinquent as of the related Purchase Date.
Section 2.5 — Geographic and Licensing Requirements
(a) The Obligor's primary residence address (as reflected in the Originator's records as of the date of origination of the Receivable) is located in a Licensed State — that is, a state of the United States (or the District of Columbia) in which the Originator holds a valid and current consumer lending license, permit, or other authorization required under applicable law as of the related Purchase Date. As of the Closing Date, the Originator holds lending licenses in thirty-eight (38) states and the District of Columbia. In the event that the Originator's license in any Licensed State is suspended, revoked, or otherwise terminated at any time after the Closing Date, any Receivable for which the related Obligor's primary residence is located in such state shall cease to constitute an Eligible Receivable as of the effective date of such suspension, revocation, or termination, unless and until such license is reinstated.
(b) The Receivable was originated in, and is governed by the laws of, a Licensed State. For purposes of this Section 2.5(b), a Receivable is deemed to have been originated in the state in which the Obligor's primary residence address is located at the time of origination, regardless of the location from which the Originator's digital lending platform is operated or the location of the Originator's principal office.
Section 2.6 — Interest Rate and Usury Compliance
(a) The annual percentage rate (APR) of the Receivable, as disclosed to the Obligor in the related TILA disclosure statement, does not exceed the maximum rate permissible under the applicable usury laws, rate caps, or similar statutory or regulatory limitations of the state in which the Obligor resides or in which the Receivable was originated, whichever rate cap is lower. In the event that the applicable state does not impose a specific usury cap or rate limitation on consumer installment loans of the type represented by the Receivable, this criterion shall be deemed satisfied with respect to such state; provided that the APR of the Receivable does not exceed the maximum rate permissible under applicable federal law.
(b) The Receivable bears interest at a fixed rate throughout the remaining term of the Receivable. No Receivable that bears interest at a variable rate, adjustable rate, or any rate that is subject to periodic adjustment, reset, or recalculation based on an index, benchmark, or other reference rate shall constitute an Eligible Receivable.
Section 2.7 — Currency
(a) The Receivable is denominated and payable exclusively in United States dollars (USD). No Receivable denominated or payable in any foreign currency, cryptocurrency, digital asset, or any unit of value other than United States dollars shall constitute an Eligible Receivable.
Section 2.8 — Obligor Status
(a) As of the related Purchase Date, no proceeding under any applicable bankruptcy, insolvency, receivership, conservatorship, or similar law (including, without limitation, Title 11 of the United States Code) has been commenced by or against the Obligor, and the Obligor has not been adjudicated as bankrupt or insolvent by any court of competent jurisdiction. For purposes of this Section 2.8(a), the Seller shall rely upon the Originator's records and any commercially reasonable third-party bankruptcy screening performed by the Originator or the Servicer in the ordinary course.
(b) The Obligor is not deceased as of the related Purchase Date. In the event that the Originator or the Servicer has received notice of the Obligor's death after the related Cut-Off Date but before the related Purchase Date, the Receivable shall not constitute an Eligible Receivable, notwithstanding that the Receivable may have otherwise satisfied all Eligibility Criteria as of the Cut-Off Date. The Seller shall use commercially reasonable efforts to verify the living status of each Obligor prior to each Purchase Date.
Section 2.9 — Modification and Hardship Exclusion
(a) The Receivable has not been modified, restructured, extended, renewed, or otherwise amended from its original terms at any time prior to the related Purchase Date. For purposes of this Section 2.9(a), "modified" includes, without limitation, any change to the interest rate, payment amount, payment frequency, maturity date, principal balance, or any other material term of the Receivable, whether effected by written agreement, oral agreement, system override, or otherwise. A Receivable that has been modified in any respect shall not constitute an Eligible Receivable, regardless of whether the modification was beneficial to the Obligor, the Originator, or any other party.
(b) The Receivable has not been subject to, and is not currently enrolled in, any hardship, forbearance, deferment, or similar loss-mitigation program offered by the Originator, the Servicer, or any prior servicer. A Receivable that was previously enrolled in any such program but has been removed from such program and has resumed regular contractual payments shall nonetheless not constitute an Eligible Receivable unless the Administrative Agent has provided its prior written consent to the inclusion of such Receivable.
Section 2.10 — Legal Validity and Enforceability
(a) The Receivable constitutes the legal, valid, and binding obligation of the related Obligor, enforceable against such Obligor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The Originator shall have complied with all applicable legal requirements in connection with the origination of the Receivable such that the enforceability of the Receivable is not impaired.
(b) The Receivable is not subject to any right of rescission, setoff, counterclaim, or defense of the Obligor (other than defenses arising under applicable bankruptcy or insolvency laws), and no facts or circumstances exist that would give rise to any such right, setoff, counterclaim, or defense. No litigation, arbitration, or administrative proceeding is pending or, to the knowledge of the Originator, threatened with respect to the Receivable or the related Obligor that could reasonably be expected to impair the collectibility or enforceability of the Receivable.
Section 2.11 — Ownership and Liens
(a) Immediately prior to the related Purchase Date, the Originator was the sole owner of the Receivable, free and clear of all liens, encumbrances, claims, pledges, charges, and security interests of any kind or nature (other than any lien or security interest that will be released in connection with the sale of the Receivable to the Seller and the subsequent purchase of such Receivable by the Buyers under the Agreement). The Originator has full power and authority to sell, transfer, assign, and convey the Receivable to the Seller, and such sale, transfer, assignment, and conveyance will be effective to vest in the Seller all right, title, and interest in and to such Receivable.
(b) Following the sale and contribution of the Receivable to SBF Warehouse I LLC (the Seller) pursuant to the Sale and Contribution Agreement dated as of February 28, 2026, between the Originator and the Seller, the Seller is the sole owner of such Receivable, free and clear of all liens, encumbrances, claims, pledges, charges, and security interests of any kind or nature, other than the first-priority lien and security interest in favor of the Administrative Agent (for the benefit of the Buyers) granted pursuant to the Agreement. No other person or entity has any ownership interest in, or lien upon, the Receivable.
Section 2.12 — Receivable Documentation
(a) A complete Receivable File for the Receivable has been delivered to (or, if delivery is not yet complete, is in the process of being delivered to) the Custodian, Ironclad Trust Company, a national banking association, in accordance with the terms and conditions of the Custodial Agreement dated as of February 14, 2026, among the Seller, the Administrative Agent, and Ironclad Trust Company, as Custodian. Delivery of the Receivable File shall be completed no later than five (5) Business Days following the related Purchase Date. The Custodian shall confirm receipt and review of each Receivable File in accordance with the Custodial Agreement.
(b) The Receivable File includes, at a minimum, a fully executed promissory note (or, in the case of a Receivable originated through an electronic process, a valid electronic equivalent thereof that satisfies the requirements of the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. §§ 7001–7006, and the Uniform Electronic Transactions Act as adopted in the applicable state) and all ancillary loan documents required by the Underwriting Guidelines, including, without limitation, any applicable TILA disclosures, adverse action notices, privacy notices, and Obligor authorizations.
Section 2.13 — Loan Type
(a) The Receivable is a consumer installment loan — either unsecured or lightly secured (i.e., secured by personal property of the Obligor other than real estate, with an aggregate appraised value of the collateral not exceeding 50% of the original principal balance of the Receivable) — originated through the Originator's direct-to-consumer digital lending platform in the ordinary course of the Originator's business. For the avoidance of doubt, lightly secured Receivables are eligible hereunder; provided that the Receivable is not secured by any interest in real property (including a mortgage, deed of trust, or other lien on real estate).
(b) The Receivable is not a revolving line of credit, credit card receivable, home equity line of credit, merchant cash advance, payday loan, title loan, or any other type of credit product other than a closed-end consumer installment loan requiring fixed periodic payments of principal and interest over a defined term. A Receivable that is convertible into or exchangeable for any other type of credit product shall not constitute an Eligible Receivable.
Section 2.14 — No Prior Securitization or Pledge
(a) The Receivable has not been previously included in any securitization, whole-loan sale, participation, or other structured finance transaction (other than the warehouse facility contemplated by the Agreement and the transactions described therein). No interest in the Receivable has been sold, assigned, transferred, or conveyed to any third party (other than the Seller and the Buyers) in connection with any capital markets transaction, portfolio sale, or other disposition.
(b) The Receivable is not currently pledged, hypothecated, or otherwise encumbered under any other warehouse facility, credit facility, repurchase agreement, loan agreement, security agreement, or other financing arrangement, and neither the Originator nor the Seller has entered into any agreement or commitment to pledge, hypothecate, or encumber the Receivable under any such arrangement (other than the Agreement).
Section 2.15 — Tax and Regulatory
(a) All required tax identification information for the Obligor (including a valid IRS Form W-9 or substitute Form W-9, as applicable) has been obtained by the Originator and is maintained in the Originator's records. The Originator has complied with all applicable IRS reporting requirements with respect to the Receivable, including, without limitation, the requirements of Section 6050P of the Internal Revenue Code (relating to reporting of cancellation of indebtedness) and Section 6049 of the Internal Revenue Code (relating to reporting of interest payments), to the extent applicable.
(b) The Receivable complies with all applicable anti-money laundering (AML) and know-your-customer (KYC) requirements, including, without limitation, the Bank Secrecy Act (31 U.S.C. §§ 5311–5332), the USA PATRIOT Act (Title III of Pub. L. 107-56), and all regulations promulgated thereunder by the Financial Crimes Enforcement Network (FinCEN). The Originator has implemented and maintained a compliance program reasonably designed to ensure compliance with all applicable AML/KYC requirements, and the Originator has not received any notice of violation or enforcement action from any governmental authority with respect to its AML/KYC compliance program.
PART III — CONCENTRATION LIMITS
The aggregate pool of Purchased Receivables outstanding at any time under the Agreement must comply with each of the following Concentration Limits. The Concentration Limits are intended to promote diversification across the pool with respect to obligor exposure, geographic distribution, credit quality, yield, and loan term, and to mitigate the risk of excessive concentration in any single obligor, geographic region, or loan product characteristic. In the event that the purchase of any proposed Receivable would cause any Concentration Limit to be exceeded, such Receivable shall not be eligible for purchase unless the Administrative Agent provides its prior written consent (which consent may be granted or withheld in its sole discretion). The Concentration Limits shall be tested on each Purchase Date and on each monthly Determination Date, as more fully described in Part IV of this Schedule. For purposes of testing the Concentration Limits, the aggregate pool shall include all Purchased Receivables then outstanding under the Agreement (after giving effect to any proposed purchase on the applicable Purchase Date).
Section 3.1 — Single Obligor Concentration
No single Obligor (including all Receivables of such Obligor in the pool, whether arising from one or multiple loan agreements) shall have an aggregate outstanding Cut-Off Date Principal Balance in the pool exceeding One Hundred Thousand Dollars ($100,000), which represents 0.25% of the Maximum Facility Amount of $40,000,000. For purposes of this Section 3.1, the term "single Obligor" includes any individual who is the primary borrower under more than one Receivable in the pool. The Seller shall maintain records sufficient to identify all Receivables attributable to each Obligor and shall include such information in each Collateral Tape delivered to the Administrative Agent.
Section 3.2 — Geographic / State Concentration
No single state (based on the Obligor's primary residence address as reflected in the Originator's records at the time of origination) shall represent more than twenty percent (20%) of the aggregate Purchase Price of all Purchased Receivables outstanding under the facility at any time. For purposes of this Section 3.2, the District of Columbia shall be treated as a separate state. In the event that the Obligor has relocated to a different state subsequent to the origination of the Receivable, the state of the Obligor's primary residence at the time of origination shall control for purposes of geographic concentration testing. The Seller shall monitor geographic concentration on an ongoing basis and shall include state-level concentration data in each Collateral Tape and Purchase Date Certificate.
Section 3.3 — Weighted-Average FICO
The Weighted-Average FICO of all Purchased Receivables in the pool (weighted by Cut-Off Date Principal Balance) shall be not less than 700 at all times. The Weighted-Average FICO shall be calculated using the FICO Scores of the Obligors at the time of origination of the respective Receivables, as determined in accordance with the definition set forth in Part I of this Schedule. For the avoidance of doubt, refreshed or updated FICO Scores obtained subsequent to origination shall not be used for purposes of calculating the Weighted-Average FICO. The Weighted-Average FICO shall be reported in each Collateral Tape and Purchase Date Certificate.
Section 3.4 — Weighted-Average Coupon
The Weighted-Average Coupon (i.e., the weighted-average APR) of all Purchased Receivables in the pool (weighted by Cut-Off Date Principal Balance) shall be not less than 12.00% per annum at all times. The Weighted-Average Coupon shall be calculated using the APRs of the Purchased Receivables as stated in the related promissory notes or loan agreements. The maintenance of a minimum Weighted-Average Coupon is intended to ensure that the pool generates sufficient interest income to support the economics of the facility, including the payment of all fees, costs, and expenses. The Weighted-Average Coupon shall be reported in each Collateral Tape and Purchase Date Certificate.
Section 3.5 — Maximum 60-Month Receivables
Purchased Receivables with an original contractual term of sixty (60) months shall not represent more than thirty percent (30%) of the aggregate Purchase Price of all Purchased Receivables outstanding under the facility at any time. At maximum facility utilization (i.e., when the aggregate Purchase Price of all Purchased Receivables equals the Maximum Facility Amount of $40,000,000), this Concentration Limit equates to a maximum of $12,000,000 (Twelve Million Dollars) in aggregate Purchase Price attributable to Receivables with an original contractual term of sixty (60) months. For purposes of this Section 3.5, the original contractual term of a Receivable shall be determined as of the date of origination, without giving effect to any subsequent modification, extension, or renewal. The 60-month concentration shall be reported in each Collateral Tape and Purchase Date Certificate.
PART IV — TESTING AND REPORTING
Section 4.1 — Testing Dates
The Eligibility Criteria and Concentration Limits set forth in this Schedule shall be tested as follows:
(a) Eligibility Criteria. The Eligibility Criteria set forth in Part II of this Schedule shall be tested on each Cut-Off Date and each Purchase Date with respect to each Receivable proposed for purchase in the related Purchase Transaction. The Seller shall determine, based on the information contained in the Originator's records and the related Receivable File, whether each proposed Receivable satisfies all of the Eligibility Criteria. A Receivable that does not satisfy all Eligibility Criteria as of the related Cut-Off Date and Purchase Date shall not be purchased under the Agreement (unless the Administrative Agent has waived the applicable criterion or criteria in writing).
(b) Concentration Limits. The Concentration Limits set forth in Part III of this Schedule shall be tested on each Purchase Date (after giving effect to the proposed purchase of Receivables on such date) and on each monthly Determination Date (as defined in the Agreement). The Seller shall calculate each Concentration Limit based on the aggregate pool of Purchased Receivables outstanding as of the applicable testing date and shall report such calculations in the Purchase Date Certificate (on each Purchase Date) and in the Monthly Report (on each Determination Date).
(c) Purchase Date Certificate. The Seller shall deliver to the Administrative Agent, on each Purchase Date (and in any event no later than 12:00 noon (Eastern time) on the Business Day immediately preceding the Purchase Date), a Purchase Date Certificate, substantially in the form attached as Exhibit A to the Agreement, certifying (i) that each Receivable proposed for purchase satisfies all of the Eligibility Criteria set forth in Part II of this Schedule, (ii) that the aggregate pool of Purchased Receivables (after giving effect to the proposed purchase) complies with all of the Concentration Limits set forth in Part III of this Schedule, and (iii) such other matters as the Administrative Agent may reasonably request from time to time. The Purchase Date Certificate shall be executed by an authorized officer of the Seller and shall constitute a representation and warranty of the Seller as of the related Purchase Date.
Section 4.2 — Collateral Tape and Reporting
The Seller shall deliver to the Administrative Agent and to Brindoval Analytics, Inc. (as Third-Party Verification Agent, with offices at 816 Congress Avenue, Suite 1400, Austin, TX 78701) a Collateral Tape in the form prescribed by the Administrative Agent (which form may be updated from time to time upon reasonable prior notice to the Seller) on each Purchase Date and on each monthly Determination Date. The Collateral Tape shall contain loan-level data for all Purchased Receivables then outstanding under the Agreement, including, without limitation, the following data fields (to the extent applicable):
(a) unique loan identifier;
(b) Obligor name and tax identification number (or last four digits thereof);
(c) Obligor primary residence address (city, state, and zip code);
(d) FICO Score at origination;
(e) original principal balance;
(f) Cut-Off Date Principal Balance (or current outstanding principal balance, as applicable);
(g) annual percentage rate (APR);
(h) original contractual term (in months);
(i) remaining term (in months);
(j) origination date;
(k) first payment date;
(l) next payment due date;
(m) scheduled monthly payment amount;
(n) delinquency status (number of days past due);
(o) cumulative payments received;
(p) cumulative losses and charge-offs (if any); and
(q) such additional data fields as the Administrative Agent may reasonably request from time to time.
The Collateral Tape shall be delivered in an electronic format acceptable to the Administrative Agent (currently Microsoft Excel or CSV) and shall be transmitted via secure electronic transmission (encrypted e-mail or secure file transfer protocol). The Seller shall ensure that the data contained in the Collateral Tape is accurate and complete in all material respects as of the applicable reporting date.
Section 4.3 — Verification Agent Review
Brindoval Analytics, Inc., as Third-Party Verification Agent (the "Verification Agent"), shall perform independent collateral-tape verification on each Purchase Date and periodic surveillance reviews (no less frequently than quarterly) in accordance with the terms of the Agreement and the engagement letter dated as of January 22, 2026, between the Administrative Agent and Brindoval Analytics, Inc. (the "Verification Agent Engagement Letter"). The scope of the Verification Agent's review shall include, without limitation:
(a) verification of the accuracy and completeness of the data contained in the Collateral Tape against the Receivable Files held by the Custodian (on a sample basis, with a minimum sample size of 10% of the aggregate number of Purchased Receivables or 100 Receivables, whichever is greater);
(b) re-calculation of the Concentration Limits set forth in Part III of this Schedule based on the data contained in the Collateral Tape;
(c) identification of any Purchased Receivable that does not appear to satisfy one or more of the Eligibility Criteria set forth in Part II of this Schedule based on the data contained in the Collateral Tape and the related Receivable File; and
(d) such other review procedures as may be specified in the Verification Agent Engagement Letter or as the Administrative Agent may reasonably request from time to time.
The Verification Agent shall deliver a written report (the "Verification Report") to the Administrative Agent within five (5) Business Days following each Purchase Date review and within ten (10) Business Days following each quarterly surveillance review. The Administrative Agent shall provide a copy of each Verification Report to the Seller within two (2) Business Days of receipt.
Section 4.4 — Consequences of Non-Compliance
(a) Defective Receivables. If any Purchased Receivable is determined, at any time, not to have satisfied one or more of the Eligibility Criteria set forth in Part II of this Schedule as of the related Cut-Off Date or Purchase Date (whether such determination is made by the Administrative Agent, the Verification Agent, or otherwise), such Receivable shall be deemed a "Defective Receivable." Upon the identification of a Defective Receivable, the Administrative Agent shall deliver written notice thereof to the Seller (a "Defect Notice"), specifying the nature of the deficiency and the identity of the affected Receivable. The Seller shall be required to repurchase such Defective Receivable at the Repurchase Price (as defined in the Agreement) within two (2) Business Days of receipt of such Defect Notice. The repurchase obligation set forth in this Section 4.4(a) shall be in addition to, and not in limitation of, any other rights or remedies available to the Administrative Agent or the Buyers under the Agreement.
(b) Concentration Limit Breach. If the aggregate pool of Purchased Receivables fails to comply with any Concentration Limit set forth in Part III of this Schedule as of any testing date (whether a Purchase Date or a Determination Date), the Administrative Agent shall deliver written notice thereof to the Seller (a "Concentration Breach Notice"), specifying the nature of the breach and the extent to which the applicable Concentration Limit has been exceeded. The Seller shall have five (5) Business Days from the date of receipt of such Concentration Breach Notice to cure such breach by any combination of (i) repurchase of one or more Purchased Receivables, (ii) substitution of one or more qualifying Eligible Receivables for Purchased Receivables that are contributing to the concentration breach, or (iii) additional purchase of qualifying Eligible Receivables that would bring the pool into compliance with the applicable Concentration Limit. Failure to cure a Concentration Limit breach within the five (5) Business Day cure period shall constitute an Event of Default under the Agreement, entitling the Administrative Agent and the Buyers to exercise all rights and remedies available under the Agreement, at law, and in equity.
PART V — AMENDMENTS AND WAIVERS
This Schedule may be amended, supplemented, or modified only with the prior written consent of the Seller, the Administrative Agent, and each Committed Buyer (and, to the extent required by the Agreement, each Participating Buyer). No amendment, supplement, or modification of this Schedule shall be effective unless set forth in a written instrument executed by each of the foregoing parties and expressly referencing this Schedule. Any purported amendment, supplement, or modification that does not satisfy the foregoing requirements shall be void and of no force or effect.
No waiver of any Eligibility Criterion or Concentration Limit with respect to a specific Receivable or Purchase Date shall constitute a waiver of the same criterion or limit with respect to any other Receivable or Purchase Date, nor shall any such waiver constitute a continuing waiver or a waiver of any other provision of this Schedule or the Agreement. Each waiver shall be limited to the specific instance and purpose for which it is given and shall be documented in writing by the Administrative Agent.
Any amendment to the Underwriting Guidelines (currently Version 7.2, effective September 1, 2025) that would, in the reasonable judgment of the Administrative Agent, materially affect the credit quality, risk profile, or collectibility of the Receivables shall require the prior written consent of the Administrative Agent before any Receivable originated under such amended Underwriting Guidelines may be purchased under the Agreement. The Originator shall provide the Administrative Agent with not less than thirty (30) days' prior written notice of any proposed amendment to the Underwriting Guidelines, together with a detailed description of the proposed changes and an assessment of the anticipated impact on the credit quality of the Receivables. The Administrative Agent shall have the right, in its reasonable discretion, to approve or reject any such amendment, and to impose additional conditions or requirements in connection therewith.
PART VI — REFERENCE INFORMATION
The following table is provided for convenience of reference only and summarizes certain key parameters set forth in this Schedule and the Agreement. In the event of any conflict or inconsistency between the information contained in this table and the provisions of the applicable section of this Schedule or the Agreement, the provisions of the applicable section shall control.
ACKNOWLEDGMENT AND AGREEMENT
This Schedule has been agreed upon as of February 7, 2026, and shall become effective as of the Closing Date (February 28, 2026). Each of the undersigned parties hereby acknowledges and agrees that this Schedule is incorporated by reference into, and forms a part of, the Master Repurchase Agreement dated as of February 28, 2026, and that the Eligibility Criteria and Concentration Limits set forth herein shall be binding upon each party in accordance with the terms of the Agreement.
[Remainder of page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO SCHEDULE [●] — ELIGIBILITY CRITERIA AND CONCENTRATION LIMITS TO THE MASTER REPURCHASE AGREEMENT DATED AS OF FEBRUARY 28, 2026
IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed by their respective duly authorized officers as of the date first written above.
SBF WAREHOUSE I LLC, as Seller
By: Skybridge Fintech Ltd., its sole member
By: ________
Name: Jonathan R. Caldwell
Title: Chief Financial Officer
Date: ________
PINNACLE ATLANTIC BANK, N.A., as Administrative Agent and Committed Buyer
By: ________
Name: Margaret S. Thornton
Title: Senior Vice President, Structured Finance
Date: ________
Address: 201 South Tryon Street, 34th Floor
Charlotte, NC 28202
RIDGELINE CAPITAL MARKETS LLC, as Participating Buyer
By: ________
Name: David A. Kowalski
Title: Managing Director
Date: ________
Address: 599 Lexington Avenue, 22nd Floor
New York, NY 10022
Master Repurchase Agreement dated as of February 28, 2026 Schedule [●] — Eligibility Criteria and Concentration Limits
| Parameter | Criterion / Limit | Reference |
| Underwriting Guidelines | Version 7.2, eff. September 1, 2025 | Section 2.1(b) |
| Minimum Obligor FICO at Origination | ≥ 660 | Section 2.2(a) |
| Original Contractual Term | 12–60 months | Section 2.3(a) |
| Outstanding Principal Balance Range | $2,000–$35,000 | Section 2.3(b) |
| Maximum Delinquency (Purchase Date) | Not more than 30 days past due | Section 2.4(a) |
| Obligor Location | Licensed State (38 states + D.C.) | Section 2.5(a) |
| APR Compliance | Within applicable state usury cap | Section 2.6(a) |
| Interest Rate Type | Fixed rate only | Section 2.6(b) |
| Currency | USD only | Section 2.7(a) |
| Obligor Bankruptcy / Insolvency / Death | None | Section 2.8 |
| Modification / Hardship Exclusion | No prior modification or hardship enrollment | Section 2.9 |
| Legal Validity and Enforceability | Valid, binding, and enforceable | Section 2.10 |
| Ownership and Liens | Sole ownership; no prior liens (other than Administrative Agent lien) | Section 2.11 |
| Receivable Documentation | Complete Receivable File delivered to Custodian | Section 2.12 |
| Loan Type | Closed-end consumer installment loan only | Section 2.13 |
| No Prior Securitization or Pledge | Not previously securitized or pledged | Section 2.14 |
| Tax and Regulatory Compliance | W-9 obtained; AML/KYC compliant | Section 2.15 |
| Max. Single Obligor Exposure | $100,000 (0.25% × $40,000,000) | Section 3.1 |
| Max. Single State Concentration | 20% of aggregate Purchase Price | Section 3.2 |
| Min. Weighted-Average FICO (Pool) | ≥ 700 | Section 3.3 |
| Min. Weighted-Average Coupon (Pool) | ≥ 12.00% per annum | Section 3.4 |
| Max. 60-Month Receivables | 30% of aggregate Purchase Price ($12,000,000 at full utilization) | Section 3.5 |
| Advance Rate | 85% of Cut-Off Date Principal Balance | Agreement |
| Maximum Facility Amount | $40,000,000 | Agreement |
| Defective Receivable Repurchase Period | 2 Business Days from Defect Notice | Section 4.4(a) |
| Concentration Limit Cure Period | 5 Business Days from Concentration Breach Notice | Section 4.4(b) |
| Custodian | Ironclad Trust Company | Section 2.12(a) |
| Third-Party Verification Agent | Brindoval Analytics, Inc. | Section 4.3 |