PERFORMANCE GUARANTY
Dated as of February 28, 2026
by
SKYBRIDGE FINTECH LTD. a Delaware corporation
as Performance Guarantor
in favor of
PINNACLE ATLANTIC BANK, N.A. a nationally chartered banking association
as Administrative Agent
for the benefit of the Buyers
In connection with that certain 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
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PERFORMANCE GUARANTY
This PERFORMANCE GUARANTY (this "Guaranty") is made and entered into as of February 28, 2026, by SKYBRIDGE FINTECH LTD., a corporation duly organized and existing under the laws of the State of Delaware (the "Performance Guarantor" or "Guarantor"), in favor of PINNACLE ATLANTIC BANK, N.A., a nationally chartered banking association, in its capacity as Administrative Agent (the "Administrative Agent"), for the benefit of the Buyers (as defined herein).
RECITALS
WHEREAS:
A. SBF Warehouse I LLC, a Delaware limited liability company (Delaware Entity File No. 8102356) (the "Seller"), Pinnacle Atlantic Bank, N.A., as Administrative Agent and Committed Buyer, and Ridgeline Capital Markets LLC, as Participating Buyer (collectively, the "Buyers"), have entered into that certain Master Repurchase Agreement dated as of February 28, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, the "MRA"), pursuant to which the Buyers have agreed to purchase, and the Seller has agreed to sell, Eligible Receivables from time to time, subject to the terms and conditions set forth therein, up to a Maximum Facility Amount of Forty Million Dollars ($40,000,000);
B. Skybridge Fintech Ltd. (Employer Identification Number: 84-3291507; Delaware Entity File No. 7384921) is the sole member of and owns one hundred percent (100%) of the equity interests in SBF Warehouse I LLC (Employer Identification Number: 93-1784620) and, as such, will derive substantial direct and indirect benefit from the transactions contemplated by the MRA, including, without limitation, the availability of warehouse financing for the Seller's purchase and accumulation of Eligible Receivables originated by the Guarantor;
C. The execution and delivery of this Guaranty by the Performance Guarantor is a condition precedent to the obligation of the Buyers to enter into the MRA and to consummate Purchase Transactions thereunder, and the Buyers would not have entered into the MRA or agreed to purchase any Eligible Receivables absent the execution and delivery of this Guaranty;
D. Skybridge Fintech Ltd. is incorporated in the State of Delaware with its principal office located at 400 North Market Street, Suite 1200, Wilmington, Delaware 19801; and
E. Pinnacle Atlantic Bank, N.A. maintains its principal office at 201 South Tryon Street, 34th Floor, Charlotte, North Carolina 28202, and Ridgeline Capital Markets LLC maintains its principal office at 599 Lexington Avenue, 22nd Floor, New York, New York 10022.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Guaranty, the following terms shall have the meanings set forth below:
"Administrative Agent" means Pinnacle Atlantic Bank, N.A., a nationally chartered banking association, in its capacity as administrative agent under the MRA, together with its successors and assigns in such capacity.
"Buyers" means, collectively, (a) Pinnacle Atlantic Bank, N.A., in its capacity as Committed Buyer under the MRA, with a commitment in the amount of Thirty Million Dollars ($30,000,000), representing seventy-five percent (75%) of the Maximum Facility Amount, and (b) Ridgeline Capital Markets LLC, in its capacity as Participating Buyer under the MRA, with a commitment in the amount of Ten Million Dollars ($10,000,000), representing twenty-five percent (25%) of the Maximum Facility Amount, together, in each case, with their respective successors and assigns.
"Change of Control" has the meaning set forth in Section 6.2 of this Guaranty.
"Closing Date" means February 28, 2026.
"Default" means any event or condition that, with the giving of notice or lapse of time or both, would constitute an Event of Default.
"Event of Default" has the meaning set forth in Section 7.1 of this Guaranty.
"Guaranteed Obligations" means all present and future obligations, liabilities, and indebtedness of the Seller to the Administrative Agent and the Buyers arising under or in connection with the MRA and the other Transaction Documents, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, matured or unmatured, whether for principal, interest, fees, costs, expenses, or otherwise, including without limitation: (a) all Repurchase Price obligations; (b) all Price Differential obligations (calculated at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus two hundred sixty (260) basis points per annum, as more fully set forth in the MRA); (c) all margin call obligations; (d) all indemnification obligations; (e) all fees, including the Upfront/Structuring Fee of Two Hundred Thousand Dollars ($200,000), the Unused Commitment Fee of thirty (30) basis points per annum on the average daily undrawn portion of each Buyer's commitment, the Administrative Agent Fee of Seventy-Five Thousand Dollars ($75,000) per annum payable to the Administrative Agent, and the Custodial Fee of Two Thousand Five Hundred Dollars ($2,500) per month payable to Ironclad Trust Company, as custodian; and (f) all costs and expenses, including the reasonable and documented fees and disbursements of Whitmore Crane & Bates LLP, as Lender's Counsel, and all other costs and expenses of enforcement of this Guaranty and the other Transaction Documents.
"Guarantor" or "Performance Guarantor" means Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware.
"Leverage Ratio" means, as of any date of determination, the ratio of (a) Total Debt to (b) Tangible Net Worth, in each case of the Guarantor and its consolidated subsidiaries, determined on a consolidated basis in accordance with GAAP.
"Liquidity" means, as of any date of determination, the aggregate amount of unrestricted cash and cash equivalents of the Guarantor and its consolidated subsidiaries, excluding any amounts held in restricted accounts, escrow accounts, trust accounts, or any account subject to a lien, pledge, or security interest in favor of any person other than the Administrative Agent.
"Master Repurchase Agreement" or "MRA" means that certain 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, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Material Adverse Effect" means a material adverse effect on (a) the financial condition, business, operations, prospects, or properties of the Guarantor and its consolidated subsidiaries, taken as a whole, (b) the ability of the Guarantor to perform its obligations under this Guaranty or any other Transaction Document to which it is a party, or (c) the rights and remedies of the Administrative Agent and the Buyers under this Guaranty or any other Transaction Document.
"Maturity Date" means August 28, 2027, which is eighteen (18) months from the Closing Date, unless such date is extended in accordance with the terms of the MRA.
"Required Buyers" means, at any time, Buyers holding commitments representing in excess of fifty percent (50%) of the aggregate commitments of all Buyers under the MRA.
"Revolving Period" means the period from and including the Closing Date (February 28, 2026) to and including August 28, 2026, which is six (6) months from the Closing Date.
"Seller" means SBF Warehouse I LLC, a Delaware limited liability company and wholly owned subsidiary of the Guarantor.
"Servicing Portfolio" means the aggregate unpaid principal balance of all consumer installment loan receivables originated by the Guarantor (or by any originating bank partner on behalf of or for the account of the Guarantor) and serviced by the Guarantor or any of its subsidiaries, as of any date of determination.
"Tangible Net Worth" means, as of any date of determination, (a) the total stockholders' equity (including common stock, additional paid-in capital, and retained earnings, but excluding accumulated other comprehensive income or loss) of the Guarantor and its consolidated subsidiaries, determined on a consolidated basis in accordance with GAAP, minus (b) the sum of (i) goodwill, (ii) intangible assets (including patents, trademarks, copyrights, organizational expenses, and capitalized software development costs, to the extent classified as intangible assets under GAAP), and (iii) amounts due from affiliates (other than the Seller in the ordinary course of business).
"Total Debt" means, as of any date of determination, all indebtedness for borrowed money of the Guarantor and its consolidated subsidiaries, determined on a consolidated basis in accordance with GAAP, including without limitation all amounts outstanding under warehouse facilities (including the MRA), term securitization debt, revolving credit facilities, term loans, notes payable, and subordinated debt, but excluding ordinary course trade payables and accrued liabilities.
"Transaction Documents" means, collectively, the MRA, this Guaranty, the Sale and Contribution Agreement, the Servicing Agreement, the Custodial Agreement, the Fee Letter, the Pricing Letter, and all other agreements, instruments, and documents executed and delivered in connection with the transactions contemplated by the MRA, in each case as amended, restated, supplemented, or otherwise modified from time to time.
Section 1.2 — Incorporation of MRA Definitions
All capitalized terms used but not otherwise defined in this Guaranty shall have the respective meanings ascribed to such terms in the MRA. In the event of any conflict or inconsistency between the definitions set forth in this Guaranty and those set forth in the MRA, the definitions contained in this Guaranty shall govern and control for all purposes of this Guaranty.
Section 1.3 — Rules of Construction
Unless the context of this Guaranty otherwise clearly requires, the following rules of construction shall apply to this Guaranty: (a) references to "Sections" and "Articles" are references to the Sections and Articles of this Guaranty, unless otherwise specified; (b) references to "Exhibits" are references to the Exhibits attached to this Guaranty, which are incorporated herein by reference; (c) the term "including" means "including without limitation" and shall not be construed to limit any general statement to the specific or similar items or matters immediately following it; (d) words in the singular include the plural, and words in the plural include the singular; (e) the word "or" is not exclusive; (f) references to any agreement, document, or instrument mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time, unless otherwise expressly stated; (g) references to any law, statute, rule, or regulation include all rules and regulations promulgated thereunder and all amendments and successor provisions thereto; (h) references to any person include such person's successors and permitted assigns; (i) accounting terms not otherwise defined herein shall have the meanings given to them under generally accepted accounting principles in the United States of America ("GAAP") as in effect from time to time, consistently applied; and (j) the words "herein," "hereof," "hereto," and "hereunder" refer to this Guaranty as a whole and not to any particular provision of this Guaranty.
ARTICLE II — GUARANTY
Section 2.1 — Guaranty of Obligations
The Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to the Administrative Agent and each Buyer the full and punctual payment and performance of all Guaranteed Obligations when due, whether at stated maturity, by required prepayment, upon acceleration, upon demand, or otherwise, and in all cases in accordance with the terms of the MRA and the other Transaction Documents. This Guaranty is a guaranty of payment and performance and not merely of collection. In the event that the Seller shall fail to pay or perform, in whole or in part, any Guaranteed Obligation when and as the same shall become due (whether by stated maturity, by required prepayment, upon acceleration, upon demand, or otherwise), the Guarantor shall, promptly upon demand by the Administrative Agent (on behalf of itself and the Buyers), pay to the Administrative Agent, for the ratable benefit of the Buyers, in immediately available funds, the amount of such Guaranteed Obligation or perform such Guaranteed Obligation, as the case may be, without the Administrative Agent or any Buyer being required to resort to any other right, remedy, or security. The Guarantor acknowledges that the Buyers are entering into the MRA and consummating Purchase Transactions in reliance upon this Guaranty, and that the Guarantor's obligations hereunder are an integral part of the transactions contemplated by the MRA.
Section 2.2 — Nature of Guaranty
The obligations of the Guarantor under this Guaranty are absolute, unconditional, and irrevocable, irrespective of (a) the validity, regularity, legality, or enforceability of the MRA, any other Transaction Document, or any Guaranteed Obligation; (b) any change in the time, manner, or place of payment of, or in any other term of, all or any of the Guaranteed Obligations; (c) any amendment, waiver, modification, consent, or other action taken or omitted to be taken with respect to the MRA, any other Transaction Document, or any collateral; (d) any increase, decrease, or other change in the Maximum Facility Amount or any Buyer's commitment; (e) any release, exchange, non-perfection, or impairment of any collateral for the Guaranteed Obligations; (f) any release or discharge of the Seller or any other person from liability with respect to the Guaranteed Obligations; (g) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, or other similar proceeding relating to the Seller, the Guarantor, or any other person; or (h) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Seller, the Guarantor, or any guarantor or surety.
This Guaranty is a continuing guaranty and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the MRA has been terminated in accordance with its terms and all commitments of the Buyers thereunder have expired or been terminated. The maximum exposure of the Guarantor under this Guaranty shall be equal to the Maximum Facility Amount of Forty Million Dollars ($40,000,000), plus all accrued and unpaid Price Differential, all fees (whether or not yet due and payable), all costs and expenses (including attorneys' fees), and all indemnification obligations, in each case arising under or in connection with the MRA and the other Transaction Documents.
Section 2.3 — Waivers by Guarantor
The Guarantor hereby waives, to the fullest extent permitted by applicable law:
(a) notice of acceptance of this Guaranty by the Administrative Agent or any Buyer;
(b) presentment, demand for payment, protest, notice of dishonor, and notice of nonpayment with respect to any Guaranteed Obligation;
(c) notice of any Default or Event of Default under the MRA or any other Transaction Document (except as otherwise expressly required to be delivered to the Guarantor pursuant to the terms of this Guaranty);
(d) any right to require the Administrative Agent or any Buyer to (i) proceed against the Seller, (ii) proceed against or exhaust any collateral held by the Administrative Agent or any Buyer, or (iii) pursue any other remedy in the Administrative Agent's or any Buyer's power before proceeding against the Guarantor under this Guaranty;
(e) any defense based upon suretyship, any counterclaim, cross-claim, or set-off available to the Seller, or any defense arising by reason of any disability or other defense of the Seller, or the cessation from any cause whatsoever of the liability of the Seller for the Guaranteed Obligations;
(f) all notices of the creation, renewal, extension, modification, rearrangement, or accrual of any Guaranteed Obligation and notice of or proof of reliance by the Administrative Agent or any Buyer upon this Guaranty;
(g) diligence in collection or protection of or realization upon any collateral securing the Guaranteed Obligations or any guaranty, or any action or inaction on the part of the Administrative Agent or any Buyer with respect thereto; and
(h) any defense arising from the Administrative Agent's or any Buyer's election of any remedy against the Guarantor, the Seller, or any other person, including any election to exercise any right of set-off.
Section 2.4 — Subrogation
Until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the MRA has been terminated in accordance with its terms and all commitments of the Buyers thereunder have expired or been terminated, the Guarantor shall not exercise, and hereby irrevocably waives, any right of subrogation, reimbursement, exoneration, indemnification, or contribution against the Seller, any other guarantor, or any collateral securing the Guaranteed Obligations. If, notwithstanding the foregoing, any amount shall be paid to the Guarantor on account of any such subrogation, reimbursement, exoneration, indemnification, or contribution right at any time when all Guaranteed Obligations have not been indefeasibly paid and performed in full, such amount shall be received and held in trust for the benefit of the Administrative Agent and the Buyers and shall forthwith be paid to the Administrative Agent for application to the Guaranteed Obligations, whether or not then due, in such order as the Administrative Agent shall determine in its sole discretion. All rights of subrogation, reimbursement, exoneration, indemnification, and contribution of the Guarantor against the Seller are hereby subordinated in all respects to the prior indefeasible payment in full of all Guaranteed Obligations.
Section 2.5 — Reinstatement
If at any time any payment (or any part thereof) of any Guaranteed Obligation is rescinded, invalidated, declared to be fraudulent or preferential, set aside, or must otherwise be returned, restored, or repaid by the Administrative Agent or any Buyer upon or in connection with the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Seller, the Guarantor, or any other person, or upon or as a result of the appointment of a receiver, intervenor, conservator, custodian, or trustee of the Seller, the Guarantor, or any other person, or any substantial part of its property, or otherwise, this Guaranty and the obligations of the Guarantor hereunder shall be reinstated and deemed to have continued in full force and effect to the extent of such payment, as though such payment had never been made. The provisions of this Section 2.5 shall survive the termination of this Guaranty and shall remain in effect until the expiration of all applicable statutes of limitations with respect to preference, fraudulent transfer, and similar claims.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR
The Guarantor hereby represents and warrants to the Administrative Agent and each Buyer, as of the date hereof and as of the date of each Purchase Transaction under the MRA (unless a representation or warranty speaks expressly as of an earlier date, in which case it shall be made as of such earlier date), as follows:
Section 3.1 — Organization and Good Standing
The Guarantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Entity File No. 7384921). The Guarantor has perpetual existence under the laws of the State of Delaware. The Guarantor is duly qualified and authorized to do business and is in good standing in each jurisdiction where the character of its properties or the nature of its business requires such qualification, including each of the thirty-eight (38) states and the District of Columbia in which it holds lending licenses. The failure to be so qualified or in good standing in any such jurisdiction could reasonably be expected to have a Material Adverse Effect.
Section 3.2 — Power and Authority
The Guarantor has all requisite corporate power and authority to execute, deliver, and perform this Guaranty and each other Transaction Document to which it is a party, and to carry out the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Guaranty and each other Transaction Document to which the Guarantor is a party have been duly authorized by all necessary corporate action on the part of the Guarantor, including approval by the board of directors of the Guarantor. No further corporate action, approval, or authorization is required on the part of the Guarantor, its board of directors, or its stockholders in connection with the execution, delivery, and performance of this Guaranty.
Section 3.3 — Due Execution; Enforceability
This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, or similar laws relating to or affecting the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
Section 3.4 — No Conflicts
The execution, delivery, and performance by the Guarantor of this Guaranty and each other Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate the certificate of incorporation, bylaws, or other organizational documents of the Guarantor; (b) violate any applicable law, statute, rule, regulation, order, writ, judgment, injunction, decree, determination, or award applicable to the Guarantor or any of its properties; (c) conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, any material agreement, indenture, mortgage, deed of trust, lease, license, or other instrument to which the Guarantor is a party or by which it or any of its properties is bound; or (d) result in the creation or imposition of any lien, charge, or encumbrance (other than liens expressly permitted under the MRA) upon any property or asset of the Guarantor.
Section 3.5 — No Consents Required
No consent, approval, authorization, order, registration, filing, or qualification of or with any governmental authority, regulatory body, or any other person is required in connection with the execution, delivery, and performance by the Guarantor of this Guaranty or any other Transaction Document to which it is a party, or the consummation of the transactions contemplated hereby or thereby, that has not been obtained and is not in full force and effect, other than (a) Uniform Commercial Code financing statement filings, (b) routine regulatory notices that may be required to be filed in the ordinary course of business, and (c) such consents, approvals, authorizations, orders, registrations, filings, or qualifications that, if not obtained, could not reasonably be expected to have a Material Adverse Effect.
Section 3.6 — No Litigation
There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the Guarantor's knowledge after reasonable inquiry, threatened in writing against the Guarantor or any of its subsidiaries before any court, arbitrator, administrative body, or governmental authority that (a) could reasonably be expected to have a Material Adverse Effect or (b) seeks to restrain, enjoin, prevent the consummation of, or otherwise challenge the transactions contemplated by this Guaranty, the MRA, or any other Transaction Document.
Section 3.7 — Financial Statements
The audited consolidated financial statements of the Guarantor for the fiscal year ended December 31, 2025 ("FY2025"), copies of which have been delivered to the Administrative Agent, were prepared by Grandview Kapoor LLP, an independent registered public accounting firm (engagement partner: Anil Kapoor; principal office located at 1700 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103), and present fairly in all material respects the consolidated financial condition and results of operations of the Guarantor and its consolidated subsidiaries as of the dates and for the periods indicated therein, in accordance with GAAP consistently applied throughout the periods covered thereby. For FY2025, the Guarantor reported total revenues of Sixty-Seven Million Three Hundred Thousand Dollars ($67,300,000) (consisting primarily of net interest income and servicing fees) and adjusted earnings before interest, taxes, depreciation, and amortization ("adjusted EBITDA") of Eighteen Million Nine Hundred Thousand Dollars ($18,900,000). Since the date of the most recent audited consolidated financial statements (December 31, 2025), there has been no material adverse change in the consolidated financial condition, business, operations, or prospects of the Guarantor and its consolidated subsidiaries, taken as a whole.
Section 3.8 — Ownership of Seller
The Guarantor is the sole member of SBF Warehouse I LLC and owns one hundred percent (100%) of the membership interests in SBF Warehouse I LLC, free and clear of all liens, charges, encumbrances, security interests, and claims of any kind, other than the pledge of such membership interests to the Administrative Agent for the benefit of the Buyers pursuant to the MRA and the other Transaction Documents. No person other than the Guarantor holds, or has any right to acquire, any equity interest in SBF Warehouse I LLC.
Section 3.9 — Ownership Structure of Guarantor
As of the date hereof, Redstone Meridian Capital Partners, LP, a Delaware limited partnership with offices at 300 Park Avenue, 18th Floor, New York, New York 10022, holds a sixty-two percent (62%) equity stake in the Guarantor, which equity interest was acquired in 2022 for a total investment amount of One Hundred Forty-Five Million Dollars ($145,000,000). Margot Ellison, Co-Founder and Chief Executive Officer of the Guarantor, and other management shareholders of the Guarantor hold the remaining equity interests in the Guarantor. The Guarantor has disclosed to the Administrative Agent its complete capitalization table and ownership structure as of the date hereof, and such disclosure is true, correct, and complete in all material respects.
Section 3.10 — Compliance with Laws; Licensing
The Guarantor is, and has at all relevant times been, in compliance in all material respects with all applicable laws, rules, regulations, orders, and governmental requirements, including without limitation all federal and state consumer lending laws and regulations, the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Debt Collection Practices Act, the Gramm-Leach-Bliley Act, applicable state usury laws, and all regulations promulgated thereunder. The Guarantor holds valid lending licenses in thirty-eight (38) states and the District of Columbia, each of which is in full force and effect and has not been suspended, revoked, or materially restricted. No proceeding is pending or, to the Guarantor's knowledge, threatened for the suspension, revocation, or material restriction of any such license. The Guarantor originates and services consumer installment loan receivables in accordance with the Skybridge Consumer Installment Loan Underwriting Guidelines, Version 7.2, effective September 1, 2025 (the "Underwriting Guidelines"), copies of which have been delivered to the Administrative Agent.
Section 3.11 — Solvency
The Guarantor is, and after giving effect to this Guaranty and the transactions contemplated hereby and by the MRA will be, solvent. For purposes of this Section 3.11, the Guarantor is "solvent" if (a) the fair value of the assets of the Guarantor, at a fair valuation, exceeds the total amount of its liabilities (including contingent liabilities), (b) the Guarantor is able to pay its debts and obligations as they become due in the ordinary course of business, and (c) the Guarantor does not have unreasonably small capital for the business in which it is engaged as contemplated by this Guaranty and the MRA.
Section 3.12 — No Material Adverse Effect
No event has occurred and no condition exists that has had, or could reasonably be expected to have, a Material Adverse Effect.
Section 3.13 — Taxes
The Guarantor (Employer Identification Number: 84-3291507) has filed, or caused to be filed, all federal, state, local, and foreign tax returns, reports, and declarations required to be filed by it and has paid, or caused to be paid, all taxes, assessments, fees, and other governmental charges that are due and payable, except for taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. There are no tax liens upon any property or asset of the Guarantor (other than liens for taxes not yet due and payable).
Section 3.14 — ERISA
No ERISA Event has occurred or is reasonably expected to occur that has resulted in, or could reasonably be expected to result in, liability of the Guarantor or any of its ERISA Affiliates in excess of Five Hundred Thousand Dollars ($500,000), individually or in the aggregate. The Guarantor and each of its ERISA Affiliates are in compliance in all material respects with the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the rules and regulations promulgated thereunder.
ARTICLE IV — FINANCIAL COVENANTS
The Guarantor hereby covenants and agrees with the Administrative Agent and the Buyers as follows:
Section 4.1 — Minimum Tangible Net Worth
The Guarantor shall maintain at all times a Tangible Net Worth of not less than Fifty-Five Million Dollars ($55,000,000). Compliance with this Section 4.1 shall be tested as of the last day of each fiscal quarter of the Guarantor (i.e., March 31, June 30, September 30, and December 31 of each year), on a consolidated basis in accordance with GAAP. The Guarantor shall deliver to the Administrative Agent, within forty-five (45) days after the end of each fiscal quarter, a compliance certificate in the form attached hereto as Exhibit A, signed by the Chief Financial Officer of the Guarantor, demonstrating compliance with this Section 4.1, together with detailed supporting calculations.
Section 4.2 — Minimum Liquidity
The Guarantor shall maintain at all times Liquidity (unrestricted cash and cash equivalents) of not less than Ten Million Dollars ($10,000,000). Compliance with this Section 4.2 shall be tested as of the last business day of each calendar month. For purposes of this Section 4.2, "unrestricted cash and cash equivalents" shall exclude all amounts that are pledged, escrowed, held in trust, deposited in restricted accounts, or otherwise encumbered or unavailable for general corporate purposes. The Guarantor shall deliver to the Administrative Agent, within thirty (30) days after the end of each calendar month, a monthly liquidity certificate in the form attached hereto as Exhibit B, signed by the Chief Financial Officer (Rajan Sundaram) or the Controller (Priya Chakraborty) of the Guarantor, demonstrating compliance with this Section 4.2, together with supporting bank statements or equivalent documentation.
Section 4.3 — Maximum Leverage Ratio
The Guarantor shall not permit the Leverage Ratio (Total Debt divided by Tangible Net Worth) to exceed 4.00 to 1.00 at any time. Compliance with this Section 4.3 shall be tested as of the last day of each fiscal quarter of the Guarantor, on a consolidated basis in accordance with GAAP. The Guarantor shall deliver to the Administrative Agent, within forty-five (45) days after the end of each fiscal quarter, a compliance certificate in the form attached hereto as Exhibit A, signed by the Chief Financial Officer of the Guarantor, demonstrating compliance with this Section 4.3, together with detailed supporting calculations reflecting the computation of Total Debt and Tangible Net Worth as of the applicable quarter-end date.
Section 4.4 — Minimum Servicing Portfolio UPB
The Guarantor shall maintain a Servicing Portfolio with an aggregate unpaid principal balance of not less than Two Hundred Fifty Million Dollars ($250,000,000). As of the date hereof, the Guarantor's Servicing Portfolio has an aggregate unpaid principal balance of approximately Three Hundred Ten Million Dollars ($310,000,000). Compliance with this Section 4.4 shall be tested as of the last day of each fiscal quarter of the Guarantor. The Guarantor shall deliver to the Administrative Agent, within forty-five (45) days after the end of each fiscal quarter, a compliance certificate in the form attached hereto as Exhibit A, signed by the Chief Financial Officer of the Guarantor, demonstrating compliance with this Section 4.4, together with a Servicing Portfolio report as described in Section 4.5(d).
Section 4.5 — Financial Reporting and Compliance Certificates
The Guarantor shall deliver to the Administrative Agent the following financial reports, statements, and certificates:
(a) Quarterly Reporting. Within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter of any fiscal year), unaudited consolidated financial statements of the Guarantor and its consolidated subsidiaries (including a consolidated balance sheet, a consolidated statement of income, a consolidated statement of changes in stockholders' equity, and a consolidated statement of cash flows) for such fiscal quarter and for the fiscal year-to-date period then ended, in each case prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes), together with a compliance certificate in the form attached hereto as Exhibit A, signed by the Chief Financial Officer of the Guarantor (Rajan Sundaram), demonstrating compliance with Sections 4.1, 4.3, and 4.4, with detailed calculations of each financial covenant.
(b) Monthly Reporting. Within thirty (30) days after the end of each calendar month, a monthly liquidity certificate in the form attached hereto as Exhibit B, signed by the Chief Financial Officer (Rajan Sundaram) or the Controller (Priya Chakraborty) of the Guarantor, demonstrating compliance with Section 4.2, accompanied by supporting bank statements or other documentation evidencing the balances of all unrestricted cash and cash equivalent accounts.
(c) Annual Reporting. Within one hundred twenty (120) days after the end of each fiscal year, audited consolidated financial statements of the Guarantor and its consolidated subsidiaries (including a consolidated balance sheet, a consolidated statement of income, a consolidated statement of changes in stockholders' equity, a consolidated statement of cash flows, and all notes thereto) for such fiscal year, prepared in accordance with GAAP, together with the unqualified audit report (or, if applicable, a report with an explanatory paragraph but without a going concern or scope limitation qualification) of Grandview Kapoor LLP, the Guarantor's independent registered public accounting firm, and an annual compliance certificate in the form attached hereto as Exhibit A, signed by the Chief Financial Officer of the Guarantor, demonstrating compliance with all financial covenants in this Article IV as of the last day of such fiscal year, with detailed supporting calculations.
(d) Servicing Portfolio Report. Within forty-five (45) days after the end of each fiscal quarter, a report of the Servicing Portfolio unpaid principal balance as of the last day of such fiscal quarter, together with a roll-forward schedule showing originations, repayments, charge-offs, sales, and other changes during such fiscal quarter, and a delinquency stratification report setting forth the aging of receivables in the Servicing Portfolio (including current, 1–30 days past due, 31–60 days past due, 61–90 days past due, and 90+ days past due categories).
ARTICLE V — AFFIRMATIVE COVENANTS
The Guarantor hereby covenants and agrees with the Administrative Agent and the Buyers that, until all Guaranteed Obligations have been indefeasibly paid and performed in full and the MRA has been terminated in accordance with its terms:
Section 5.1 — Preservation of Existence
The Guarantor shall preserve, renew, and maintain in full force and effect its corporate existence and good standing under the laws of the State of Delaware. The Guarantor shall preserve, renew, and maintain in full force and effect its qualification and authorization to do business in each jurisdiction where the character of its properties or the nature of its business requires such qualification, except where the failure to maintain such qualification could not reasonably be expected to have a Material Adverse Effect.
Section 5.2 — Maintenance of Licenses
The Guarantor shall maintain in full force and effect all lending licenses in the thirty-eight (38) states and the District of Columbia in which it currently holds licenses, and shall use commercially reasonable efforts to obtain and maintain any additional licenses required by applicable law in connection with its lending and servicing activities. The Guarantor shall promptly (and in any event within five (5) business days) notify the Administrative Agent of any material change in its licensing status, including any revocation, suspension, non-renewal, material restriction, or material condition imposed upon any such license by any governmental authority.
Section 5.3 — Compliance with Laws
The Guarantor shall comply in all material respects with all applicable laws, statutes, rules, regulations, orders, and governmental requirements, including without limitation all federal and state consumer lending laws and regulations, the Truth in Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Gramm-Leach-Bliley Act, applicable state usury laws, and all rules and regulations promulgated thereunder, to the extent applicable to the Guarantor's business and operations.
Section 5.4 — Payment of Taxes
The Guarantor shall pay and discharge, or cause to be paid and discharged, all taxes, assessments, and governmental charges or levies imposed upon it or upon its income, profits, or property before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted by the Guarantor, (b) the Guarantor has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (c) no lien (other than a lien for taxes not yet due and payable) has been filed with respect thereto.
Section 5.5 — Insurance
The Guarantor shall maintain, or cause to be maintained, with financially sound and reputable insurance companies, insurance coverage in such amounts, with such deductibles, and covering such risks as is customary for companies of similar size engaged in similar businesses, including without limitation (a) errors and omissions insurance, (b) cyber liability insurance, (c) fidelity bond coverage, (d) commercial general liability insurance, and (e) property and casualty insurance. All such insurance shall be maintained with carriers and in amounts satisfactory to the Administrative Agent in its reasonable discretion. Upon request by the Administrative Agent, the Guarantor shall deliver to the Administrative Agent certificates of insurance or other evidence of coverage reasonably satisfactory to the Administrative Agent.
Section 5.6 — Books and Records; Inspection Rights
The Guarantor shall maintain proper books of account, records, and files in accordance with GAAP and in a manner adequate and sufficient to permit the preparation of financial statements in accordance with GAAP. The Administrative Agent and its duly authorized representatives (including Brindoval Analytics, Inc., in its capacity as Verification Agent, with offices at 816 Congress Avenue, Suite 1400, Austin, Texas 78701) shall have the right, upon reasonable prior notice (which shall not be less than three (3) business days, except that no prior notice shall be required following the occurrence and during the continuance of an Event of Default), to visit and inspect any of the offices and properties of the Guarantor, to examine and make copies of and abstracts from any of its books, records, files, and other documents, and to discuss the affairs, finances, and accounts of the Guarantor with its officers, employees, and independent auditors, in each case during normal business hours and at reasonable intervals. The Guarantor shall bear the cost of one (1) such inspection per calendar year (and the Guarantor shall bear the cost of all inspections following the occurrence and during the continuance of an Event of Default).
Section 5.7 — Notice of Defaults and Material Events
The Guarantor shall promptly, and in any event within three (3) business days after the Guarantor obtains knowledge thereof, provide written notice to the Administrative Agent of the occurrence of any of the following:
(a) any Default or Event of Default under this Guaranty or any Event of Default (or event that with the giving of notice or lapse of time or both would constitute an Event of Default) under the MRA or any other Transaction Document;
(b) any material litigation, arbitration, governmental investigation, or regulatory proceeding commenced or threatened in writing against the Guarantor or any of its subsidiaries that involves a claim in excess of One Million Dollars ($1,000,000) or that could reasonably be expected to have a Material Adverse Effect;
(c) any material adverse change in the financial condition, business, operations, or prospects of the Guarantor or any of its subsidiaries;
(d) any change in, or termination of the engagement of, the Guarantor's independent auditor;
(e) any loss, revocation, suspension, non-renewal, material restriction, or material modification of any lending license held by the Guarantor; and
(f) any ERISA Event that could reasonably be expected to result in liability in excess of Five Hundred Thousand Dollars ($500,000).
Each such notice shall describe the nature and status of the event in reasonable detail and shall specify the actions the Guarantor has taken, is taking, or proposes to take with respect thereto.
Section 5.8 — Maintenance of Seller as SPE
The Guarantor shall cause SBF Warehouse I LLC to comply at all times with all separateness covenants and special purpose entity requirements set forth in the limited liability company agreement of SBF Warehouse I LLC, the Sale and Contribution Agreement, and the MRA. Without limiting the generality of the foregoing, the Guarantor shall cause SBF Warehouse I LLC to (a) maintain its own separate books, records, and accounts, (b) maintain its own separate bank accounts, (c) prepare and maintain its own separate financial statements, (d) conduct its business in its own name, (e) not commingle its assets with the assets of the Guarantor or any other person, (f) maintain adequate capitalization in light of its contemplated business, (g) observe all corporate or limited liability company formalities, (h) not guarantee or become obligated for the debts of the Guarantor or any other person, and (i) hold itself out to the public as a legal entity separate and distinct from the Guarantor.
Section 5.9 — Servicing Obligations
The Guarantor shall continue to service, or cause to be serviced, the consumer installment loan receivables purchased under the MRA in accordance with the terms and conditions of the Servicing Agreement, applicable law, and the Skybridge Consumer Installment Loan Underwriting Guidelines, Version 7.2, effective September 1, 2025, in each case with the degree of skill and care customarily employed by prudent and experienced servicers of consumer installment loans of a similar type. The Guarantor shall not make any material amendments to the Underwriting Guidelines without the prior written consent of the Administrative Agent.
ARTICLE VI — NEGATIVE COVENANTS
The Guarantor hereby covenants and agrees with the Administrative Agent and the Buyers that, until all Guaranteed Obligations have been indefeasibly paid and performed in full and the MRA has been terminated in accordance with its terms:
Section 6.1 — Restrictions on Fundamental Changes
The Guarantor shall not, without the prior written consent of the Administrative Agent (acting at the direction of the Required Buyers): (a) merge with or into, or consolidate with, any other person; (b) sell, transfer, lease, or otherwise dispose of all or substantially all of its assets (whether in a single transaction or a series of related transactions); or (c) dissolve, liquidate, or wind up its affairs. Notwithstanding the foregoing, the Guarantor may merge with another person if (i) the Guarantor is the surviving entity, (ii) no Default or Event of Default exists immediately before or would result immediately after giving effect to such merger, and (iii) the Administrative Agent has received at least thirty (30) days' prior written notice of such merger.
Section 6.2 — Change of Control
The Guarantor shall not permit any Change of Control to occur without the prior written consent of the Administrative Agent (acting at the direction of the Required Buyers). For purposes of this Guaranty, a "Change of Control" shall be deemed to have occurred upon the happening of any of the following events:
(a) any person or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than Redstone Meridian Capital Partners, LP (or its controlled affiliates) or Margot Ellison, shall have acquired beneficial ownership (directly or indirectly) of more than fifty percent (50%) of the issued and outstanding voting equity interests of the Guarantor;
(b) the Guarantor shall cease to own, directly or indirectly, one hundred percent (100%) of the issued and outstanding equity interests in SBF Warehouse I LLC, free and clear of all liens (other than the pledge to the Administrative Agent under the MRA and the other Transaction Documents); or
(c) individuals who constitute the board of directors of the Guarantor as of the date hereof (the "Incumbent Board"), together with any individual who becomes a director after the date hereof and whose election or nomination for election was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, shall cease for any reason to constitute at least a majority of the board of directors of the Guarantor.
Section 6.3 — Restrictions on Indebtedness
The Guarantor shall not create, incur, assume, guarantee, or otherwise become or remain directly or indirectly liable with respect to any indebtedness for borrowed money (other than (a) the Guaranteed Obligations arising under the MRA and the other Transaction Documents, (b) ordinary course trade payables and accrued liabilities, and (c) existing indebtedness disclosed to the Administrative Agent in writing on or prior to the date hereof) in an aggregate amount in excess of Five Million Dollars ($5,000,000) without the prior written consent of the Administrative Agent (acting at the direction of the Required Buyers).
Section 6.4 — Restrictions on Dividends and Distributions
The Guarantor shall not declare or pay any dividend on, or make any payment or other distribution (whether in cash, securities, or other property) on account of, or purchase, redeem, retire, or otherwise acquire, any of its equity interests, or make any other distribution in respect thereof, if, after giving effect to any such dividend, payment, distribution, purchase, redemption, or acquisition, the Guarantor would not be in compliance with each of the financial covenants set forth in Article IV of this Guaranty. The Guarantor shall deliver to the Administrative Agent, concurrently with any such dividend, payment, or distribution, a certificate of the Chief Financial Officer of the Guarantor demonstrating pro forma compliance with all financial covenants in Article IV after giving effect thereto.
Section 6.5 — Restrictions on Amendments to Organizational Documents
The Guarantor shall not amend, modify, supplement, restate, or waive any provision of its certificate of incorporation, bylaws, or other organizational documents, or the limited liability company agreement or certificate of formation of SBF Warehouse I LLC, without the prior written consent of the Administrative Agent, if such amendment, modification, supplement, restatement, or waiver could reasonably be expected to have a Material Adverse Effect or could reasonably be expected to adversely affect the rights or interests of the Administrative Agent or any Buyer under this Guaranty, the MRA, or any other Transaction Document.
Section 6.6 — No Transfer of Servicing
The Guarantor shall not transfer, delegate, sub-contract, or otherwise assign any of its servicing obligations with respect to the consumer installment loan receivables purchased under the MRA without the prior written consent of the Administrative Agent (acting at the direction of the Required Buyers), except to a successor servicer that (a) meets the eligibility requirements set forth in the Servicing Agreement, (b) is acceptable to the Administrative Agent in its reasonable discretion, (c) has entered into a successor servicing agreement in form and substance satisfactory to the Administrative Agent, and (d) has demonstrated the operational capacity and financial resources to perform the servicing obligations in accordance with industry standards and the Underwriting Guidelines.
Section 6.7 — Restrictions on Affiliate Transactions
The Guarantor shall not, and shall not permit any of its subsidiaries to, enter into or be a party to any transaction or arrangement with any affiliate (including Redstone Meridian Capital Partners, LP, or any portfolio company or affiliate thereof), except (a) transactions that are on terms and conditions no less favorable to the Guarantor or such subsidiary than those that would be obtainable in a comparable arm's-length transaction with an unrelated third party, (b) reasonable and customary compensation, benefits, and indemnification arrangements with officers, directors, and employees of the Guarantor or its subsidiaries in the ordinary course of business, and (c) transactions otherwise expressly permitted under the MRA.
ARTICLE VII — EVENTS OF DEFAULT
Section 7.1 — Events of Default Under the Guaranty
Each of the following events shall constitute an "Event of Default" under this Guaranty:
(a) Payment Default. The Guarantor shall fail to make any payment required to be made under this Guaranty when due, and such failure shall continue for three (3) business days after receipt by the Guarantor of written notice of such failure from the Administrative Agent;
(b) Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Guarantor in this Guaranty, in any compliance certificate, or in any other document, certificate, or statement delivered by the Guarantor to the Administrative Agent or any Buyer pursuant to or in connection with this Guaranty shall prove to have been false or misleading in any material respect when made or deemed made;
(c) Financial Covenant Default. The Guarantor shall fail to comply with any financial covenant set forth in Article IV of this Guaranty (it being understood and agreed that there shall be no cure period for any breach of a financial covenant);
(d) Other Covenant Default. The Guarantor shall fail to comply with any other covenant or agreement contained in this Guaranty (other than those covered by clauses (a) and (c) above), and such failure shall continue for thirty (30) days after receipt by the Guarantor of written notice of such failure from the Administrative Agent;
(e) Cross-Default. The occurrence of an Event of Default (as defined therein) under the MRA, the Sale and Contribution Agreement, the Servicing Agreement, the Custodial Agreement, or any other Transaction Document;
(f) Insolvency; Bankruptcy. (i) The Guarantor or the Seller shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, or similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate or other action to authorize any of the foregoing; or (ii) an involuntary case or other proceeding shall be commenced against the Guarantor or the Seller seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, or similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days;
(g) Change of Control. A Change of Control (as defined in Section 6.2) shall occur without the prior written consent of the Administrative Agent;
(h) Judgments. One or more final, non-appealable judgments or orders for the payment of money shall be rendered against the Guarantor in an aggregate amount in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) individually or Five Million Dollars ($5,000,000) in the aggregate (in each case, exclusive of amounts covered by insurance as to which the insurer has acknowledged coverage in writing), and such judgment or judgments shall remain undischarged, unvacated, unbonded, or unstayed for a period of thirty (30) consecutive days;
(i) Loss of Licenses. Any material lending license of the Guarantor shall be revoked, suspended, or not renewed by the applicable governmental authority, if such revocation, suspension, or non-renewal could reasonably be expected to have a Material Adverse Effect; and
(j) Material Adverse Change. A material adverse change shall have occurred in the financial condition, business, operations, or prospects of the Guarantor and its consolidated subsidiaries, taken as a whole, as determined by the Administrative Agent in its reasonable discretion.
Section 7.2 — Remedies Upon Event of Default
Upon the occurrence and during the continuance of an Event of Default:
(a) The Administrative Agent may (and, at the written direction of the Required Buyers, shall) by written notice to the Guarantor declare all Guaranteed Obligations immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Guarantor; provided, however, that upon the occurrence of an Event of Default described in Section 7.1(f), all Guaranteed Obligations shall automatically become immediately due and payable without any notice, declaration, or other act on the part of the Administrative Agent or any Buyer.
(b) The Administrative Agent may exercise any and all rights and remedies available to it and the Buyers under this Guaranty, the MRA, the other Transaction Documents, and applicable law or equity, including the right to bring suit against the Guarantor for the full amount of all Guaranteed Obligations and to exercise any right of set-off or banker's lien against any and all deposits, accounts, securities, or other property of the Guarantor now or hereafter in the possession, custody, or control of the Administrative Agent or any Buyer.
(c) The Administrative Agent may set off and apply any and all amounts at any time held by the Administrative Agent or any Buyer, and any other indebtedness at any time owing by the Administrative Agent or any Buyer to or for the account of the Guarantor, against any and all Guaranteed Obligations, irrespective of whether the Administrative Agent or such Buyer shall have made demand therefor.
Section 7.3 — Cumulative Remedies
All rights and remedies of the Administrative Agent and the Buyers under this Guaranty, the MRA, the other Transaction Documents, and applicable law are cumulative and not exclusive of any other rights or remedies that the Administrative Agent or any Buyer may have at law, in equity, or otherwise. No failure or delay by the Administrative Agent or any Buyer in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
ARTICLE VIII — MISCELLANEOUS
Section 8.1 — Notices
All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be delivered by (a) hand delivery, (b) nationally recognized overnight courier service, (c) registered or certified United States mail, postage prepaid, return receipt requested, or (d) electronic mail (with confirmation of receipt and followed by delivery of an original via overnight courier), addressed as follows:
If to the Guarantor:
Skybridge Fintech Ltd. 400 North Market Street, Suite 1200 Wilmington, Delaware 19801
Attention: Deirdre Knox, General Counsel & Corporate Secretary
Email: dknox@skybridgefintech.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 780 Third Avenue, 30th Floor New York, New York 10017
Attention: Theodore Langston
Email: tlangston@calderwoodharkness.com
If to the Administrative Agent:
Pinnacle Atlantic Bank, N.A. 201 South Tryon Street, 34th Floor Charlotte, North Carolina 28202
Attention: Harrison Wolfe, Managing Director, Structured Products & Specialty Finance
Email: harrison.wolfe@pinnacleatlantic.com
with a copy (which shall not constitute notice) to:
Whitmore Crane & Bates LLP 1 Liberty Plaza, 41st Floor New York, New York 10006
Attention: Conrad Whitfield
Email: cwhitfield@wcblaw.com
If to Ridgeline Capital Markets LLC, as Participating Buyer: