SALE AND CONTRIBUTION AGREEMENT
dated as of
February 28, 2026
between
SKYBRIDGE FINTECH LTD.
a Delaware corporation
("Originator")
and
SBF WAREHOUSE I LLC
a Delaware limited liability company
("Purchaser")
Reference is made 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 (as amended, restated, supplemented, or otherwise modified from time to time, the "Master Repurchase Agreement" or "MRA").
RECITALS
WHEREAS, Skybridge Fintech Ltd. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (EIN: 84-3291507; Delaware Entity File No. 7384921), with its principal place of business and chief executive office located at 400 North Market Street, Suite 1200, Wilmington, Delaware 19801, and is engaged in the business of originating, underwriting, and servicing consumer installment loans through its direct-to-consumer digital lending platform (the "Originator");
WHEREAS, since its founding in 2019, the Originator has originated approximately $780,000,000 in aggregate original principal balance of consumer installment loan receivables and currently services a portfolio of approximately $310,000,000 in outstanding principal balance;
WHEREAS, SBF Warehouse I LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (EIN: 93-1784620; Delaware Entity File No. 8102356), with its registered office at c/o Skybridge Fintech Ltd., 400 North Market Street, Suite 1200, Wilmington, Delaware 19801, and is a wholly owned, bankruptcy-remote special-purpose subsidiary of the Originator (the "Purchaser");
WHEREAS, the Purchaser has 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 "Master Repurchase Agreement" or "MRA") among the Purchaser, as Seller, Pinnacle Atlantic Bank, N.A., as Administrative Agent and Committed Buyer, and Ridgeline Capital Markets LLC, as Participating Buyer, providing for a master repurchase facility and warehouse credit facility in an aggregate maximum amount of $40,000,000 (the "Maximum Facility Amount");
WHEREAS, the Originator desires to sell, transfer, assign, set over, and contribute, and the Purchaser desires to purchase, acquire, and accept, from time to time, certain Eligible Receivables originated by the Originator, on the terms and subject to the conditions set forth herein, in order to facilitate the Purchaser's obligations and transactions under the MRA;
WHEREAS, it is the express intention of the parties hereto that each transfer of Receivables hereunder constitute a "true sale" and absolute assignment of ownership from the Originator to the Purchaser, and not a loan, pledge, financing, or secured transaction, and that the Receivables so transferred be removed from the estate of the Originator in the event of its bankruptcy, insolvency, receivership, or similar proceeding under Title 11 of the United States Code or any analogous state or federal law;
WHEREAS, the Originator originates consumer installment loans under the Skybridge Consumer Installment Loan Underwriting Guidelines, Version 7.2, effective September 1, 2025 (the "Underwriting Guidelines"), which set forth the credit, compliance, and operational standards applicable to the origination and underwriting of each Receivable; and
WHEREAS, the Administrative Agent and the Buyers under the MRA are intended third-party beneficiaries of certain representations, warranties, covenants, and other provisions of this Agreement, as more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the MRA.
"Administrative Agent" means Pinnacle Atlantic Bank, N.A., a national banking association organized under the laws of the United States, in its capacity as administrative agent under the MRA, together with its successors and assigns in such capacity. The Administrative Agent's principal office for purposes of this Agreement is located at 201 South Tryon Street, 34th Floor, Charlotte, North Carolina 28202.
"Advance Rate" means eighty-five percent (85%) of the Cut-Off Date Principal Balance of each Eligible Receivable, as determined in accordance with the MRA.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
"Agreement" means this Sale and Contribution Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
"Amortization Period" means the period commencing on the day immediately following the expiration of the Revolving Period and ending on the Facility Maturity Date or such earlier date on which all Purchased Receivables have been collected, liquidated, or otherwise disposed of and all obligations under the MRA have been satisfied in full.
"Buyers" means, collectively, (a) Pinnacle Atlantic Bank, N.A., in its capacity as Committed Buyer under the MRA, with a commitment of $30,000,000, and (b) Ridgeline Capital Markets LLC, a Delaware limited liability company, in its capacity as Participating Buyer under the MRA, with a commitment of $10,000,000, together with their respective successors and assigns.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York or Charlotte, North Carolina are authorized or obligated by law, regulation, or executive order to close.
"Change of Control" has the meaning assigned to such term in the MRA.
"Closing Date" means February 28, 2026.
"Committed Buyer" means Pinnacle Atlantic Bank, N.A., in its capacity as a buyer committed to purchase Purchased Assets under the MRA, with a commitment amount of $30,000,000.
"Concentration Limits" means the pool-level concentration tests and limitations applicable to the aggregate portfolio of Purchased Receivables at any time, as defined in the Eligibility Criteria and Concentration Limits Schedule attached to the MRA and as further described in Section 5.02 of this Agreement, including: (a) no single Obligor exposure exceeding $100,000 (representing 0.25% of the $40,000,000 Maximum Facility Amount); (b) no single state concentration exceeding 20% of the aggregate Purchase Price of all Purchased Receivables; (c) a weighted-average FICO score of the purchased pool of not less than 700; (d) a weighted-average coupon of the purchased pool of not less than 12.00% per annum; and (e) Receivables with a 60-month original term not exceeding $12,000,000 in aggregate outstanding principal balance (representing 30% of the $40,000,000 Maximum Facility Amount).
"Custodial Agreement" means that certain Custodial Agreement dated as of February 14, 2026 among SBF Warehouse I LLC, Pinnacle Atlantic Bank, N.A., as Administrative Agent, and Ironclad Trust Company, as Custodian, as amended, restated, supplemented, or otherwise modified from time to time.
"Custodian" means Ironclad Trust Company, a Connecticut-chartered trust company, with its principal office at 185 Asylum Street, Suite 900, Hartford, Connecticut 06103, in its capacity as custodian under the Custodial Agreement, together with its successors and assigns in such capacity.
"Cut-Off Date" means, with respect to any Purchase Date, the date specified in the related Purchase Date Schedule as of which the Cut-Off Date Principal Balance of each Receivable proposed for transfer on such Purchase Date is determined.
"Cut-Off Date Principal Balance" means, with respect to any Receivable, the outstanding principal balance of such Receivable as of the applicable Cut-Off Date for a Purchase Date, as reflected in the Originator's servicing system of record.
"Default" means any event or condition that, with the giving of notice, the passage of time, or both, would constitute an Event of Default under this Agreement or the MRA.
"Eligible Receivable" means a Receivable that satisfies all of the eligibility criteria set forth in Article V of this Agreement and the Eligibility Criteria and Concentration Limits Schedule to the MRA, including, without limitation, the following: (a) originated by the Originator under the Underwriting Guidelines (Version 7.2, effective September 1, 2025); (b) the related Obligor had a FICO score of not less than 660 at the time of origination; (c) an original term of not less than twelve (12) months and not more than sixty (60) months; (d) an outstanding principal balance of not less than $2,000 and not more than $35,000; (e) not more than thirty (30) days delinquent as of the related Purchase Date; (f) the Obligor is located in a state in which the Originator holds a valid lending license; (g) the annual percentage rate does not exceed the applicable state usury cap; (h) denominated and payable in United States dollars; (i) no bankruptcy, insolvency, or death of the Obligor has occurred; and (j) the Receivable has not been previously modified, extended, or made subject to a hardship program.
"Event of Default" has the meaning assigned to such term in the MRA.
"Facility Maturity Date" means August 28, 2027, or such earlier date on which the MRA terminates in accordance with its terms.
"Fee Letter" means that certain Fee Letter dated as of February 28, 2026 among the Purchaser, the Originator, and the Administrative Agent, setting forth the fees and other compensation payable in connection with the MRA and the transactions contemplated thereby.
"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time.
"Governmental Authority" means any federal, state, municipal, local, or foreign government, any court, tribunal, arbitrator, administrative agency, commission, or other governmental official, authority, or instrumentality, or any regulatory, self-regulatory, or quasi-governmental authority.
"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, charge, or other lien of any kind whatsoever, whether voluntary or involuntary.
"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 amended, restated, supplemented, or otherwise modified from time to time.
"Maximum Facility Amount" means $40,000,000, being the aggregate maximum purchase price available under the MRA.
"Obligor" means the individual borrower who is the obligor under a Receivable and who is primarily liable for the payment of the amounts owing under such Receivable.
"Originator" means Skybridge Fintech Ltd., a Delaware corporation (EIN: 84-3291507; Delaware Entity File No. 7384921), together with its successors and permitted assigns.
"Participating Buyer" means Ridgeline Capital Markets LLC, a Delaware limited liability company, in its capacity as a buyer participating in the purchase of Purchased Assets under the MRA, with a commitment amount of $10,000,000.
"Performance Guaranty" means that certain Performance Guaranty dated as of February 28, 2026 executed by Skybridge Fintech Ltd. in favor of the Administrative Agent, guaranteeing certain obligations of SBF Warehouse I LLC under the MRA, as amended, restated, supplemented, or otherwise modified from time to time.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, Governmental Authority, or other entity.
"Purchase Date" means each date on which the Originator sells, transfers, assigns, and conveys, and the Purchaser purchases and accepts, one or more Receivables pursuant to this Agreement.
"Purchase Date Schedule" means the schedule substantially in the form of Exhibit A hereto, delivered by the Originator to the Purchaser and the Administrative Agent on or prior to each Purchase Date, identifying each Receivable proposed for transfer on such Purchase Date.
"Purchase Price" means, with respect to each Receivable transferred on a Purchase Date, the price paid or credited by the Purchaser to the Originator for such Receivable, calculated in accordance with Section 2.03 of this Agreement.
"Purchased Receivables" means all Receivables that have been sold, transferred, assigned, and conveyed (or contributed) by the Originator to the Purchaser pursuant to this Agreement.
"Purchaser" means SBF Warehouse I LLC, a Delaware limited liability company (EIN: 93-1784620; Delaware Entity File No. 8102356), together with its successors and permitted assigns.
"Receivable" means any consumer installment loan receivable originated by the Originator through its direct-to-consumer digital lending platform, evidenced by a promissory note, loan agreement, or similar instrument, and the right to receive all scheduled payments of principal and interest thereunder.
"Receivable File" means, with respect to each Receivable, the documents and records relating to such Receivable, as more fully described in the Custodial Agreement, including the promissory note or electronic note, the loan agreement, the truth-in-lending disclosure statement, the privacy notice, any applicable security agreement or collateral documentation, the credit application, the credit report or credit score documentation, and all other documents required to be delivered to the Custodian pursuant to the Custodial Agreement.
"Related Security" means, with respect to each Receivable, all of the Originator's right, title, and interest in, to, and under: (a) all security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the related loan agreement or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable; (b) all guaranties, insurance, and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable; (c) all collections, payments, and other amounts received or receivable in respect of such Receivable; (d) all service contracts and other contracts associated with such Receivable; and (e) all proceeds of the foregoing.
"Repurchase Price" means, with respect to any Receivable required to be repurchased by the Originator pursuant to Section 2.06, an amount equal to the outstanding principal balance of such Receivable as of the date of repurchase, plus all accrued and unpaid interest thereon to and including the date of repurchase.
"Required Minimum Pool UPB" means, at full draw under the MRA, $47,058,824, calculated as the Maximum Facility Amount of $40,000,000 divided by the Advance Rate of 0.85.
"Revolving Period" means the period commencing on the Closing Date and ending on August 28, 2026 (or such earlier date as may result from the occurrence of a Termination Event or an Event of Default under the MRA), during which the Originator may sell and the Purchaser may purchase additional Eligible Receivables hereunder.
"Servicing Agreement" means that certain Servicing Agreement dated as of February 28, 2026 among SBF Warehouse I LLC, Skybridge Fintech Ltd. (as Servicer), and Pinnacle Atlantic Bank, N.A. (as Administrative Agent), as amended, restated, supplemented, or otherwise modified from time to time.
"Transaction Documents" means, collectively, this Agreement, the MRA, the Performance Guaranty, the Custodial Agreement, the Servicing Agreement, the Fee Letter, and all other documents, instruments, certificates, and agreements executed and delivered in connection with any of the foregoing, in each case as amended, restated, supplemented, or otherwise modified from time to time.
"UCC" means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction, including, as applicable, the Uniform Commercial Code as in effect in the State of Delaware and the State of New York.
"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 otherwise modified from time to time in accordance with the terms of the MRA and this Agreement.
"Verification Agent" means Brindoval Analytics, Inc., a Texas corporation, with its principal office at 816 Congress Avenue, Suite 1400, Austin, Texas 78701, appointed pursuant to the MRA to perform independent verification of the Receivables and the related collateral tape data, together with its successors and assigns in such capacity.
Section 1.02 — Rules of Interpretation
(a) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.
(b) All references herein to Articles, Sections, Exhibits, and Schedules shall be deemed to be references to Articles, Sections, Exhibits, and Schedules of or to this Agreement unless the context otherwise requires.
(c) The words "hereof," "herein," "hereunder," "hereby," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular Article, Section, or provision hereof.
(d) The word "including" and words of similar import when used in this Agreement shall mean "including without limitation" unless the context clearly indicates otherwise.
(e) Words importing the singular number shall include the plural number and vice versa, and words importing any gender shall include the other genders.
(f) References to any Person shall include such Person's successors and permitted assigns.
(g) References to any statute, rule, or regulation shall include all amendments, supplements, replacements, and successor provisions thereto.
(h) References to "dollars" or "$" shall mean lawful money of the United States of America.
(i) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions hereof.
(j) All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP.
Section 1.03 — Incorporation by Reference
Terms defined in the MRA, the Performance Guaranty, the Custodial Agreement, and the Servicing Agreement that are used but not otherwise defined in this Agreement shall have the meanings assigned to such terms therein. In the event of any conflict between a definition set forth in this Agreement and a definition of the same term set forth in the MRA, the definition set forth in this Agreement shall control for purposes of this Agreement, except as otherwise expressly provided herein. The Eligibility Criteria and Concentration Limits Schedule attached to the MRA and agreed upon as of February 7, 2026 is hereby incorporated by reference as if set forth in full herein.
ARTICLE II — SALE, CONTRIBUTION, AND PURCHASE OF RECEIVABLES
Section 2.01 — Agreement to Sell and Purchase
(a) On each Purchase Date during the Revolving Period (commencing on the Closing Date and ending on August 28, 2026), the Originator hereby agrees to sell, transfer, assign, set over, and otherwise convey to the Purchaser, without recourse except as expressly provided herein, and the Purchaser hereby agrees to purchase and accept from the Originator, all of the Originator's right, title, and interest in, to, and under each Receivable identified on the related Purchase Date Schedule delivered to the Purchaser in accordance with Section 2.04, together with all Related Security, all collections received on or after the applicable Cut-Off Date, all proceeds (including "proceeds" as defined in Section 9-102 of the UCC), and all other amounts due or to become due thereon or with respect thereto.
(b) Each such transfer shall constitute a sale and absolute assignment of the Originator's rights in the Receivables so transferred, and not merely a grant of a security interest therein. The parties intend that each such transfer be treated as a "true sale" for all purposes, as further described in Article VII hereof.
(c) Following the transfer of any Receivable hereunder, the Originator shall have no further right, title, or interest in, to, or under such Receivable, except as expressly provided herein (including the Originator's repurchase obligations under Section 2.06 and its rights under the Servicing Agreement). The Originator hereby acknowledges and agrees that the Purchaser (and its assigns, including the Administrative Agent and the Buyers under the MRA) shall have full right and authority to pledge, assign, transfer, or otherwise dispose of the Purchased Receivables, subject to the terms of the MRA and the other Transaction Documents.
(d) The obligation of the Originator to sell Receivables hereunder shall be subject to the satisfaction (or waiver by the Purchaser and the Administrative Agent) of the conditions precedent set forth in Article III.
Section 2.02 — True Sale Characterization
(a) True Sale Intent. Each transfer of Receivables by the Originator to the Purchaser hereunder is intended by the parties to constitute, and shall be treated as, a true sale and absolute transfer of ownership from the Originator to the Purchaser, and not a loan, financing, pledge, or secured transaction. Each party shall treat each such transfer as a sale for all purposes, including accounting (GAAP), regulatory, tax, and legal purposes, and shall take all actions necessary to reflect such treatment.
(b) Accounting Treatment. The Originator shall treat each transfer of Receivables hereunder as a sale for financial accounting purposes in accordance with GAAP and shall reflect the removal of the transferred Receivables from its consolidated balance sheet and financial records. The Originator shall not account for the transactions contemplated hereby as a loan or secured borrowing.
(c) Tax Treatment. Each party shall report each transfer of Receivables hereunder as a sale for federal, state, and local tax purposes, unless otherwise required by a final determination of the applicable taxing authority. The Originator shall not take any position on any tax return, report, or filing that is inconsistent with the treatment of each transfer as a true sale.
(d) Bankruptcy Remoteness. The parties hereby acknowledge and agree that the true-sale characterization of each transfer hereunder is intended to ensure that the transferred Receivables are not property of the estate of the Originator in any proceeding under Title 11 of the United States Code (the "Bankruptcy Code") or any similar state or federal bankruptcy, insolvency, or receivership law. In the event of any proceeding under the Bankruptcy Code or any similar law with respect to the Originator, neither the Originator nor any Person claiming through the Originator (including any trustee, receiver, debtor-in-possession, or similar Person) shall seek to consolidate the assets of the Purchaser with those of the Originator or to assert that the Receivables constitute property of the Originator's estate.
(e) No Recourse. Except for the Originator's repurchase obligations expressly set forth in Section 2.06 (breach of representations and warranties), the Purchaser shall have no recourse to the Originator for any losses, shortfalls, or deficiencies on the Receivables, including any losses resulting from the creditworthiness or default of any Obligor. The non-recourse nature of the transfers hereunder further supports the characterization of each transfer as a true sale.
Section 2.03 — Purchase Price
(a) The purchase price for each Receivable transferred by the Originator to the Purchaser on a Purchase Date (the "Purchase Price") shall equal the fair market value of such Receivable, which shall be the Cut-Off Date Principal Balance of such Receivable as of the applicable Cut-Off Date, subject to such adjustments as may be necessary in the reasonable judgment of the parties to ensure that the transfer constitutes a true sale and that the Purchase Price represents fair value and reasonably equivalent value for such Receivable.
(b) Payment of the Purchase Price by the Purchaser to the Originator shall be made, at the election of the Originator (as communicated to the Purchaser on or prior to the applicable Purchase Date), in any one or a combination of the following forms:
(i) in cash, by wire transfer of immediately available funds to an account designated by the Originator;
(ii) as a capital contribution from the Originator to the Purchaser (to the extent the Originator so designates in writing on or prior to the applicable Purchase Date), in which case the Receivables so contributed shall be deemed to have been contributed to the equity of the Purchaser in exchange for an increase in the Originator's membership interest; or
(iii) a combination of cash payment and capital contribution, in such proportions as the Originator shall determine on or prior to each Purchase Date.
(c) To the extent the Originator elects to fund a portion of the Purchase Price as a capital contribution to the Purchaser pursuant to clause (b)(ii) above, such amount shall be credited to the capital account of the Originator as the sole member of the Purchaser in accordance with the limited liability company agreement of the Purchaser and the applicable provisions of the Internal Revenue Code and Treasury Regulations.
(d) The parties acknowledge that the determination of the Purchase Price at an amount equal to the Cut-Off Date Principal Balance reflects the fair market value of the Receivables, taking into account the credit quality of the underlying Obligors, the weighted-average coupon, the remaining term to maturity, and other relevant market factors. The Purchaser's obligation to pay the Purchase Price is absolute and unconditional, subject only to the satisfaction of the conditions precedent set forth in Article III.
Section 2.04 — Purchase Date Procedures
(a) At least two (2) Business Days prior to each proposed Purchase Date, the Originator shall deliver to the Purchaser and the Administrative Agent a Purchase Date Schedule, substantially in the form of Exhibit A hereto, identifying each Receivable proposed for transfer on such Purchase Date and containing the data fields specified therein.
(b) Concurrently with the delivery of each Purchase Date Schedule, the Originator shall deliver to the Purchaser and the Administrative Agent a certification, substantially in the form of Exhibit B hereto, executed by an authorized officer of the Originator, certifying that (i) each Receivable identified on the Purchase Date Schedule is an Eligible Receivable as of the related Cut-Off Date, (ii) the proposed transfer, after giving effect thereto, will not cause a violation of any Concentration Limit, and (iii) all representations and warranties of the Originator set forth in this Agreement are true and correct in all material respects as of the proposed Purchase Date.
(c) The Purchaser shall review the Purchase Date Schedule and the related certification and shall, not later than one (1) Business Day prior to the proposed Purchase Date, confirm in writing its acceptance of the Receivables proposed for transfer or notify the Originator of any Receivable that it does not accept. The Purchaser may decline to accept any Receivable that does not satisfy the eligibility criteria set forth in Article V or would cause a violation of any Concentration Limit. The Purchaser's acceptance shall be subject to the prior written consent of the Administrative Agent (or its designee).
(d) Upon acceptance by the Purchaser (and consent of the Administrative Agent), the Originator shall, on or prior to the applicable Purchase Date, (i) deliver the Receivable Files for each accepted Receivable to the Custodian in accordance with Section 2.05 and the Custodial Agreement, (ii) execute and deliver any UCC assignment documentation or other instruments of transfer, assignment, and conveyance as the Purchaser or the Administrative Agent may reasonably request, and (iii) cause its master data systems and servicing records to be updated to reflect the transfer of ownership of such Receivables from the Originator to the Purchaser.
(e) On each Purchase Date, the Purchaser shall pay or credit the Purchase Price for the Receivables accepted for purchase on such Purchase Date in accordance with Section 2.03.
Section 2.05 — Conveyance of Receivable Files
(a) On or prior to each Purchase Date, the Originator shall cause to be delivered to the Custodian (Ironclad Trust Company, 185 Asylum Street, Suite 900, Hartford, Connecticut 06103) the complete Receivable File for each Receivable being transferred on such Purchase Date, in accordance with the requirements of the Custodial Agreement dated as of February 14, 2026. The Receivable File for each Receivable shall include all documents, instruments, and records specified in the Custodial Agreement, including the promissory note (or authoritative copy of any electronic promissory note), the loan agreement, all truth-in-lending disclosures, privacy notices, and such other documents as the Custodian may require.
(b) The Originator shall execute and deliver such instruments of transfer, assignment, endorsement, and conveyance as the Purchaser, the Administrative Agent, or the Custodian may reasonably request to evidence and perfect the transfer of each Receivable and the Related Security to the Purchaser. Without limiting the generality of the foregoing, the Originator shall endorse (or cause to be endorsed) each negotiable promissory note evidencing a Receivable in blank or to the order of the Purchaser, and shall execute any required allonges or assignments.
(c) Upon receipt of the Receivable Files, the Custodian shall review such files and issue a custodial confirmation in accordance with the Custodial Agreement. The Purchaser and the Administrative Agent shall be entitled to rely on such custodial confirmation as evidence of the Custodian's receipt and possession of the Receivable Files.
Section 2.06 — Repurchase Obligation
(a) If any representation or warranty made by the Originator with respect to a Receivable in Section 4.03 of this Agreement is breached in any material respect as of the date such representation or warranty was made or deemed made, and such breach is not cured within thirty (30) calendar days after the earlier of (i) the Originator's discovery of such breach or (ii) written notice of such breach from the Purchaser or the Administrative Agent, the Originator shall, at its sole cost and expense, repurchase such Receivable from the Purchaser at the Repurchase Price.
(b) The Repurchase Price for any Receivable required to be repurchased by the Originator pursuant to this Section 2.06 shall be an amount equal to the sum of (i) the outstanding principal balance of such Receivable as of the date of repurchase and (ii) all accrued and unpaid interest on such Receivable through and including the date of repurchase.
(c) The Originator shall pay the Repurchase Price to the Purchaser (or, at the direction of the Administrative Agent, to the Administrative Agent for the account of the Buyers) in immediately available funds on the date specified in a repurchase demand notice delivered by the Purchaser or the Administrative Agent, which date shall be not earlier than two (2) Business Days after delivery of such notice.
(d) Upon payment of the Repurchase Price in full, the Purchaser shall transfer, assign, and reconvey to the Originator, without recourse, representation, or warranty, all of the Purchaser's right, title, and interest in, to, and under the repurchased Receivable and the Related Security, and the Custodian shall release the related Receivable File to the Originator in accordance with the Custodial Agreement.
(e) The repurchase obligation set forth in this Section 2.06 shall constitute the sole remedy of the Purchaser, the Administrative Agent, and the Buyers for any breach of the Originator's representations and warranties with respect to individual Receivables set forth in Section 4.03, except that nothing in this Section 2.06 shall limit or affect any rights or remedies available under Article VIII (Indemnification) or any other provision of this Agreement or the other Transaction Documents.
Section 2.07 — No Assumption of Obligations
The Purchaser does not, by its purchase of Receivables hereunder, assume any obligation or liability of the Originator to any Obligor, any Governmental Authority, or any other third party with respect to the Receivables, including any obligation to service, collect, or administer the Receivables (which obligations shall be governed by the Servicing Agreement) or any liability arising from the Originator's origination, underwriting, marketing, or servicing of the Receivables. The Originator shall remain responsible for the performance of all of its obligations under the applicable loan agreements with the Obligors, to the extent not expressly assumed by the Purchaser or delegated to the Servicer under the Servicing Agreement.
ARTICLE III — CONDITIONS PRECEDENT
Section 3.01 — Conditions Precedent to the Initial Purchase
The obligation of the Purchaser to purchase Receivables on the initial Purchase Date is subject to the satisfaction (or written waiver by the Purchaser and the Administrative Agent) of each of the following conditions precedent:
(a) Execution and Delivery of Transaction Documents. Each of the following Transaction Documents shall have been duly executed and delivered by all parties thereto: (i) this Agreement; (ii) the Master Repurchase Agreement; (iii) the Performance Guaranty; (iv) the Custodial Agreement; (v) the Servicing Agreement; and (vi) the Fee Letter.
(b) Officer's Closing Certificate. The Purchaser and the Administrative Agent shall have received an Officer's Closing Certificate of each of SBF Warehouse I LLC and Skybridge Fintech Ltd., executed by Rajan Sundaram, Chief Financial Officer of Skybridge Fintech Ltd. (and, as applicable, in his capacity as an authorized officer of SBF Warehouse I LLC), certifying as to the satisfaction of all conditions precedent set forth in this Section 3.01, the accuracy of all representations and warranties, and the absence of any Default or Event of Default.
(c) Organizational Documents and Resolutions. The Purchaser and the Administrative Agent shall have received (i) a Secretary's Certificate of Skybridge Fintech Ltd. attaching copies of its certificate of incorporation and bylaws, a certificate of good standing from the Delaware Secretary of State, and resolutions of its board of directors authorizing the execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, and (ii) a Managing Member's Certificate of SBF Warehouse I LLC attaching copies of its certificate of formation and limited liability company agreement, a certificate of good standing from the Delaware Secretary of State, and resolutions (or written consent) of its sole member authorizing the execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party.
(d) Good Standing Certificates. The Administrative Agent shall have received certificates of good standing for Skybridge Fintech Ltd. (Delaware Entity File No. 7384921) and SBF Warehouse I LLC (Delaware Entity File No. 8102356), each dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State of the State of Delaware.
(e) UCC Filings. The following UCC-1 financing statements shall have been filed with the Secretary of State of the State of Delaware: (i) a UCC-1 financing statement naming Skybridge Fintech Ltd. as debtor and SBF Warehouse I LLC as secured party, covering all Receivables and Related Security sold, assigned, or contributed by the Originator to the Purchaser pursuant to this Agreement (filed as a precautionary measure to the extent the transfer is recharacterized as a secured transaction); and (ii) a UCC-1 financing statement naming SBF Warehouse I LLC as debtor and Pinnacle Atlantic Bank, N.A. (as Administrative Agent) as secured party, covering all Purchased Receivables and related assets pledged pursuant to the MRA. The Administrative Agent shall have received evidence of the filing and file-stamped copies of each such financing statement.
(f) Legal Opinions. The Administrative Agent, the Committed Buyer, and the Participating Buyer shall have received:
(i) An opinion of Calderwood & Harkness LLP, borrower's counsel (780 Third Avenue, 30th Floor, New York, New York 10017; Attention: Theodore Langston, Partner; Matter No. 1009-00006), addressed to Pinnacle Atlantic Bank, N.A. and Ridgeline Capital Markets LLC, covering, among other matters: (A) the due organization, valid existence, and good standing of the Originator and the Purchaser; (B) the due authorization, execution, delivery, and enforceability of this Agreement and the other Transaction Documents; (C) the true-sale characterization of each transfer of Receivables hereunder; (D) the perfection of the security interests granted by the Originator and the Purchaser under the UCC; and (E) such other matters as the Administrative Agent may reasonably request; and
(ii) An opinion of Whitmore Crane & Bates LLP, lender's counsel (1 Liberty Plaza, 41st Floor, New York, New York 10006; Attention: Conrad Whitfield, Partner), addressed to the Administrative Agent and the Buyers, covering such matters as the Administrative Agent may require.
(g) Verification Agent Confirmation. The Administrative Agent shall have received written confirmation from Brindoval Analytics, Inc. (the Verification Agent) of its completion of an initial collateral-tape verification with respect to the Receivables proposed for transfer on the initial Purchase Date, confirming the accuracy of the data reflected on the Purchase Date Schedule in all material respects.
(h) Custodial Confirmation. The Administrative Agent shall have received a custodial confirmation from Ironclad Trust Company (the Custodian) confirming its receipt and review of the Receivable Files for all Receivables proposed for transfer on the initial Purchase Date, in accordance with the Custodial Agreement.
(i) Payment of Fees. The Originator shall have paid to Pinnacle Atlantic Bank, N.A. the upfront structuring fee in the amount of $200,000, as set forth in the Fee Letter, by wire transfer of immediately available funds.
(j) Financial Covenant Compliance. The Administrative Agent shall have received satisfactory evidence that the Originator is in compliance with all financial covenants set forth in the Performance Guaranty, including:
(i) Minimum Tangible Net Worth of not less than $55,000,000;
(ii) Minimum Liquidity (unrestricted cash and cash equivalents plus availability under committed credit facilities) of not less than $10,000,000;
(iii) Maximum Leverage Ratio of not more than 4.00 to 1.00; and
(iv) Minimum Servicing Portfolio UPB of not less than $250,000,000.
(k) Other Documents. The Administrative Agent shall have received such other documents, instruments, certificates, and opinions as the Administrative Agent may reasonably request to evidence the satisfaction of the conditions precedent set forth in this Section 3.01 and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents.
Section 3.02 — Conditions Precedent to Each Subsequent Purchase
The obligation of the Purchaser to purchase Receivables on each Purchase Date after the initial Purchase Date is subject to the satisfaction (or written waiver by the Purchaser and the Administrative Agent) of each of the following conditions precedent:
(a) No Default. No Default or Event of Default under the MRA or this Agreement shall have occurred and be continuing, and no Default or Event of Default shall result from the proposed purchase.
(b) Representations and Warranties. All representations and warranties of the Originator set forth in this Agreement shall be true and correct in all material respects as of the applicable Purchase Date (or, with respect to representations and warranties that are made as of a specific date, as of such date), both before and after giving effect to the proposed purchase and the application of the proceeds thereof.
(c) Purchase Date Schedule and Certification. The Originator shall have delivered to the Purchaser and the Administrative Agent a Purchase Date Schedule and an Eligible Receivable Certification with respect to the Receivables proposed for transfer on such Purchase Date, each in accordance with Section 2.04.
(d) Delivery of Receivable Files. The Originator shall have delivered (or caused to be delivered) to the Custodian the complete Receivable Files for all Receivables proposed for transfer on such Purchase Date, in accordance with Section 2.05 and the Custodial Agreement.
(e) Concentration Limit Compliance. After giving effect to the proposed purchase, the aggregate pool of Purchased Receivables shall comply with all Concentration Limits set forth in Section 5.02.
(f) Financial Covenant Compliance. The Originator shall be in compliance with all financial covenants set forth in the Performance Guaranty as of the most recent date on which compliance was required to be tested.
(g) No Material Adverse Change. No material adverse change shall have occurred in the business, operations, financial condition, or prospects of the Originator since the date of the most recent financial statements delivered to the Administrative Agent.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES
Section 4.01 — Representations and Warranties of the Originator Regarding Itself
The Originator hereby represents and warrants to the Purchaser and to the Administrative Agent (for the benefit of the Buyers) as of the Closing Date and as of each subsequent Purchase Date as follows:
(a) Organization and Good Standing. Skybridge Fintech Ltd. 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 Originator is duly qualified to do business and is in good standing in each jurisdiction where the nature of its business, the character of the properties owned or leased by it, or the origination or servicing of Receivables requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement or the other Transaction Documents.
(b) Authorization; No Conflict. The execution, delivery, and performance by the Originator of this Agreement and each of the other Transaction Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Originator. The execution, delivery, and performance of this Agreement and the other Transaction Documents do not and will not (i) contravene or conflict with the certificate of incorporation or bylaws of the Originator, (ii) contravene or conflict with, or result in a breach of or default under, any material agreement, indenture, instrument, or other document to which the Originator is a party or by which it or any of its properties or assets may be bound, (iii) violate any applicable law, rule, regulation, order, judgment, or decree of any Governmental Authority, or (iv) result in the creation or imposition of any Lien on any property or asset of the Originator (other than the Liens created by the Transaction Documents).
(c) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Originator, enforceable against the Originator in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) Compliance with Laws. The Originator is in compliance in all material respects with all applicable federal, state, and local laws, rules, regulations, orders, judgments, and decrees, including all consumer lending and licensing laws, the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Gramm-Leach-Bliley Act, applicable state usury laws, and all applicable state lending licensing requirements. The Originator holds valid lending licenses in thirty-eight (38) states and the District of Columbia, as set forth on Schedule I hereto.
(e) No Litigation. There is no action, suit, proceeding, investigation, or claim pending or, to the knowledge of the Originator, threatened against or affecting the Originator before any court, arbitrator, or Governmental Authority that (i) would materially and adversely affect the Originator's ability to perform its obligations under this Agreement or any other Transaction Document, or (ii) questions the validity or enforceability of this Agreement or any other Transaction Document.
(f) Solvency. The Originator is solvent and will not be rendered insolvent by the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. After giving effect to the transactions contemplated hereby, the Originator (i) will be able to pay its debts as they become due, (ii) will have assets with a fair salable value in excess of the amount required to pay its debts as they become due, and (iii) will have adequate capital to carry on its business.
(g) Financial Statements. The Originator's audited financial statements for the fiscal year ended December 31, 2025, prepared by Grandview Kapoor LLP (engagement partner: Anil Kapoor) in accordance with GAAP, and heretofore delivered to the Administrative Agent, fairly present in all material respects the financial condition and results of operations of the Originator as of the dates and for the periods covered thereby. For the fiscal year ended December 31, 2025, the Originator reported revenue of $67,300,000 (consisting principally of net interest income and servicing fees) and adjusted EBITDA of $18,900,000. Since the date of such financial statements, there has been no material adverse change in the business, operations, financial condition, or prospects of the Originator.
(h) Ownership. Skybridge Fintech Ltd. is a portfolio company of Redstone Meridian Capital Partners, LP, a Delaware limited partnership, which holds a sixty-two percent (62%) equity stake in the Originator, acquired in 2022 for an aggregate purchase price of $145,000,000. There has been no Change of Control (as defined in the MRA) of the Originator since the date of the MRA.
(i) Tax Identification. The Originator's federal employer identification number (EIN) is 84-3291507. The Originator has filed all federal, state, and local tax returns required to be filed and has paid all taxes due and payable.
(j) Principal Place of Business. The Originator's principal place of business and chief executive office is located at 400 North Market Street, Suite 1200, Wilmington, Delaware 19801. The Originator has not changed its name, identity, organizational structure, or state of organization within the past five (5) years without having given prior written notice to the Administrative Agent.
Section 4.02 — Representations and Warranties of the Originator Regarding the Purchaser
The Originator hereby represents and warrants to the Purchaser and to the Administrative Agent (for the benefit of the Buyers) as of the Closing Date and as of each subsequent Purchase Date as follows:
(a) Organization. SBF Warehouse I LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Entity File No. 8102356; EIN: 93-1784620). The Purchaser has all requisite limited liability company power and authority to own its properties, to conduct its business as presently conducted, and to execute, deliver, and perform this Agreement and the other Transaction Documents to which it is a party.
(b) Sole Member. Skybridge Fintech Ltd. is the sole member of SBF Warehouse I LLC. No other Person holds any membership interest, equity interest, or right to acquire any equity interest in the Purchaser.
(c) Bankruptcy-Remote Status. The Purchaser has been organized and is maintained as a bankruptcy-remote special-purpose entity in compliance with the Separateness Covenants set forth in Section 6.02 of this Agreement and in the Purchaser's limited liability company agreement. The Purchaser has at all times maintained its separate identity from the Originator and any other Affiliate in accordance with such Separateness Covenants.
Section 4.03 — Representations and Warranties Regarding the Receivables
The Originator hereby represents and warrants to the Purchaser and to the Administrative Agent (for the benefit of the Buyers) that each of the following representations and warranties is true and correct as of each Purchase Date with respect to each Receivable transferred on such Purchase Date:
(a) Origination. Each Receivable was originated by the Originator in compliance with the Skybridge Consumer Installment Loan Underwriting Guidelines, Version 7.2, effective September 1, 2025, and all applicable internal policies and procedures of the Originator. No material exception to or deviation from the Underwriting Guidelines was made in connection with the origination of such Receivable that was not properly documented and approved in accordance with the Originator's exception approval process.
(b) Eligible Receivable. Each Receivable is an Eligible Receivable as of the related Purchase Date, satisfying all eligibility criteria set forth in Article V of this Agreement and the Eligibility Criteria and Concentration Limits Schedule to the MRA, including:
(i) the related Obligor had a FICO score of not less than 660 at the time of origination;
(ii) the Receivable has an original term of not less than twelve (12) months and not more than sixty (60) months;
(iii) the outstanding principal balance of the Receivable is not less than $2,000 and not more than $35,000;
(iv) the Receivable is not more than thirty (30) days delinquent as of the related Purchase Date;
(v) the Obligor is located in a state in which the Originator holds a valid lending license;
(vi) the annual percentage rate of the Receivable does not exceed the applicable state usury cap;
(vii) the Receivable is denominated and payable in United States dollars;
(viii) no bankruptcy, insolvency, or death of the Obligor has occurred;
(ix) the Receivable has not been previously modified, extended, or made subject to a hardship program; and
(x) the Receivable is a consumer installment loan.
(c) Good Title; First Priority. The Originator has good and marketable title to each Receivable and the Related Security, free and clear of all Liens, claims, encumbrances, and security interests of any kind (other than the interest of the Purchaser created hereunder and, following the transfer, the interest of the Administrative Agent and the Buyers created under the MRA). Upon the transfer of each Receivable hereunder, the Purchaser will acquire good and marketable title to such Receivable and the Related Security, free and clear of all Liens other than Liens created by the Purchaser or the Transaction Documents.
(d) Compliance with Applicable Law. Each Receivable complies in all material respects with all applicable federal, state, and local laws, rules, and regulations, including the Truth in Lending Act ("TILA") and Regulation Z promulgated thereunder, the Equal Credit Opportunity Act ("ECOA") and Regulation B promulgated thereunder, the Fair Credit Reporting Act ("FCRA"), the Fair Debt Collection Practices Act ("FDCPA"), the Electronic Fund Transfer Act ("EFTA") and Regulation E promulgated thereunder, the Gramm-Leach-Bliley Act and applicable privacy regulations, applicable state consumer lending and licensing laws, applicable state usury laws, and all other applicable consumer protection laws and regulations.
(e) Valid and Binding Obligation. Each 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, and similar laws affecting creditors' rights generally and to general principles of equity.
(f) No Defenses. As of the Purchase Date, the related Obligor has no valid defense, offset, counterclaim, or right of rescission against the Originator, the Purchaser, or any subsequent holder of such Receivable with respect to such Receivable, and the Originator has no knowledge of any facts or circumstances that would give rise to any such defense, offset, counterclaim, or right of rescission.
(g) Accurate Information. All information provided by the Originator on the Purchase Date Schedule and in the Eligible Receivable Certification with respect to each Receivable, including the identity and location of the Obligor, the origination date, the original term, the outstanding principal balance, the FICO score at origination, the annual percentage rate, and the delinquency status, is true, correct, and complete in all material respects as of the applicable Cut-Off Date.
(h) No Adverse Selection. The Receivables were not selected using any procedure, methodology, or criteria intended to identify or result in a pool of Receivables with a higher likelihood of default, delinquency, or loss than would result from random selection from the Originator's portfolio of consumer installment loan receivables meeting the eligibility criteria set forth in Article V.
(i) UCC Filing. All filings with the Secretary of State of the State of Delaware under the UCC (including precautionary UCC-1 financing statements) necessary to perfect the Purchaser's interest (whether characterized as ownership or as a first-priority security interest) in each Receivable and the Related Security have been duly made or will be made on or prior to the related Purchase Date. No other filing, recording, registration, or other action is necessary to establish and perfect the Purchaser's interest in the Receivables and the Related Security.
Section 4.04 — Representations and Warranties of the Purchaser
The Purchaser hereby represents and warrants to the Originator as of the Closing Date and as of each subsequent Purchase Date as follows:
(a) Organization. SBF Warehouse I LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Entity File No. 8102356; EIN: 93-1784620). The Purchaser has all requisite limited liability company power and authority to own its properties, to conduct its business as presently conducted, and to execute, deliver, and perform this Agreement and the other Transaction Documents to which it is a party.
(b) Authorization. The execution, delivery, and performance by the Purchaser of this Agreement and each of the other Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Purchaser, including the written consent of its sole member. No further corporate or member action is required for the execution, delivery, or performance of this Agreement.
(c) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
ARTICLE V — ELIGIBILITY CRITERIA
Section 5.01 — General Eligibility Criteria
Each Receivable proposed for transfer by the Originator to the Purchaser hereunder must satisfy all of the following eligibility criteria as of the applicable Cut-Off Date for the related Purchase Date. A Receivable that fails to satisfy any one or more of the following criteria shall not be an "Eligible Receivable" for purposes of this Agreement or the MRA. The eligibility criteria set forth below are based upon the Eligibility Criteria and Concentration Limits Schedule agreed upon by the parties on February 7, 2026 and incorporated into the MRA:
1. Originator. The Receivable was originated by the Originator under the Skybridge Consumer Installment Loan Underwriting Guidelines, Version 7.2, effective September 1, 2025, and in compliance with all applicable internal policies, procedures, and credit criteria of the Originator.
2. Obligor FICO Score. The related Obligor had a FICO score (as obtained from one or more of the three major consumer credit reporting agencies at the time of origination) of not less than 660 at the time of origination of the Receivable.