eContracting andeVaulting OverviewSeptember 10, 2020Confidential and Proprietary1

Steve BisbeePresidentValerie DalyVice President,Customer ServicesConfidential and Proprietary2

Trusted DigitalTransactions‘Authoritative Copies’ require apurpose-built system that createsand manages the eContract with allthe legal and enforcement rights ofa paper contract, but with instantaccess, greater efficiency, and aseamless end-to-enddigital experience.Confidential and Proprietary3

Digitizing the Lending Processfrom the Close to the Secondary MarketOpen oseApplyLoan OriginationSystem (LOS)Application& CustodiansInvestorsServicersSecondary MarketDigital Lending Solutions must be ‘Purpose Built’to create and maintain a ‘First Priority’ LienThroughout a Loan’s Life-cycle.Digital Asset ote/Authoritative uritizationsAsset CustodyeRegistryTransfer/SellConfidential and ProprietaryCollateralProtectionDigital Assets& Tokens4

eOriginal Digital Lending PlatformExpertise, Experience, Trust, And Scale616 ClientsIndustry’sLargest DigitalEcosystem14 Million284 Valued over 117 B339 CreditRatings348 P, DBRS,Moody’s, KBRATrusted 3rd PartyLegally TestedSingle Instance, Multi-tenant SaaS PlatformConfidential and Proprietary5

Industry Leaders Leverage Digital AssetsMortgageAutoBankingEquipmentLease l and ProprietaryVacationOwnership6

Risk Managementrequires anEcosystem built onConfidence andComplianceA Digital, ImmutableChain of Custody andEvidence ensures aFirst Priority Lien iscreated andmaintained through aloan’s rsSecuritizations &Secondary MarketCustodiansAssetPooling curitizeSecuritizeECCASellECCA – SEC RulingAequitas/Freedom FinancialTransferAuthoritative Copy/Digital OriginalRetention copyConfidential and Proprietary7

Understanding the LawsState Chattel Paper LawUCC Article 9 Governs Secured Transactions UCC 9-105 set rules for digitalsecurities as electronic chattelpaper for non-real estate assets The first law to apply"control" rather thanpossession for the priority ofsecurity interests.Established the six criteriarequired to establish control ofAuthoritative CopiesState Model LawUniform Electronic TransactionsAct (UETA) UCC Model Law to enable thegeneral legal enforceability ofdigital signatures and records.Ensures that an electronicsignature, contract, or otherrecord can be valid andenforceableProvides for TransferableRecords under the six controlcriteria for real estate assetsFederal LawElectronic Signatures in Global andNational Commerce Act (ESIGN) Ensures the validity of electroniccontracting. Creates a national regulatoryframework by preempting nonuniform state versions of the UETA. Consumer consent and disclosure Electronic records must beretained and able to be accuratelyreproduced.Applies the Transferable Recordssix control criteria for real estateConfidential and Proprietary8

Digital Asset CertaintyLAWS that govern digitallending: UETA, ESIGN, &UCC 9-105 require “control” ofAuthoritative Copies by “asystem that reliably establishes”the person assigned, issued ortransferred the Authoritative CopyThe SAFE HARBOR forthis control require systemsthat support digital loans tocreate, store and assigntransferable records tomeet each of the sixstringent criteria.Creating and Maintaining a First Priority LieneOriginal’s technology platform is Purpose Built to ensure only one immutableDigital Original exists and is legally transferable and enforceableREGULATIONSAND INDUSTRYSTANDARDSSAFEHARBORLAWSAdditional Regulationsand IndustryStandards SBA Appendix 8 MISMO ESRA ELFAAuthoritative Copy Assignee Identification Communications & Maintenance Secured Party ModificationCopy IdentificationCopy Revisions ESIGN UETA UCC 9-105US Appellate Court ruled: The mere fact that information has been created andstored within a computer system does not make that information reliable or authenticConfidential and Proprietary9

Applying the Laws in a Digital SolutionLAWSCreating anEnforceable hingControlMaintainingComplianceConfidential and Proprietary10

LAWSCreating anEnforceable hingControlMaintainingComplianceElectronic Signature“Electronic Signature” means:Creating anEnforceableDigitalContractElectronic Record“Record” means: an electronic sound, symbol, orprocess Information on a tangible, electronicor other medium logically associated with anelectronic record Is retrievable in perceivable form adopted with the intent to sign therecordAttribution, Authority and Intent arekey: Use context of the record orcircumstances Applies usual rules governingauthority or intent“Electronic Record” is virtually anystored record that is not on paperRecord retention system is critical: Enforce legal obligations Meet State or Federal “writing” and“retention” requirements Obtain admission into evidence in theevent of a dispute ESIGN/UETA focus on accuratepreservation and access toinformation in the record.Confidential and Proprietary11

LAWSCreating anEnforceable DigitalContractCreatingAuthoritativeCopiesUnder ESIGN and UETA, aTransferable Record is anelectronic record which:EstablishingControlUCC 9-105, Electronic ChattelPaper is an electronic recordwhich:MaintainingComplianceTransferrable records apply to:Electronic Chattel Paper includes: Mortgage Notes (eNote or adeeded time share sale contractsecured by real estate) Equipment LeasesThe record consists of: Security Alarm Services Agreements(equipment rental or purchase) A negotiable promissory noteCreatingAuthoritativeCopies Often a security interest incollateral not tangible goods Auto Loans and Leases Consumer Goods Solar Panel AgreementsConsists of: A monetary obligation AND A security interest in specific, tangiblegoods (i.e., the collateral), not realestateUnsecured Loans (Student loans, Consumers loans) are not covered by theselaws, but you still want an asset that is negotiable, transferrable,and that can be soldConfidential and Proprietary12

LAWSCreating anEnforceable hingControlMaintainingCompliance“Control” is to Authoritative Copies what“possession” is to paper securitiesThe Federal and State laws require “control” ofAuthoritative Copies by “a system that reliablyestablishes” the person is assigned, issued ortransferred the Authoritative CopyEstablishingControlThe “Safe Harbor” for this “control” testrequires Authoritative Copies that are created,stored and assigned to meet each of sixstringent criteria.Confidential and Proprietary13

LAWSCreating anEnforceable lCriteria forSafe Harbor “Create, Store &Assign”1A single authoritative copy of the record or records exists which is unique,identifiable, and unalterable; except as otherwise provided in numberedparagraphs 4, 5, and 6 below2The authoritative copy identifies the secured party as the assignee of the record orthe person to which the authoritative copy was last transferred3The authoritative copy is communicated to and maintained by the person assertingcontrol or its designated custodian4Copies or revisions that add or change an identified assignee of the authoritativecopy can be made only with the participation of the person asserting control5Each copy of the authoritative copy and any copy of a copy is readily identifiable asa copy that is not the authoritative copy6Any amendment of the authoritative copy is readily identifiable as an authorizedor unauthorized amendmentKey Takeaways: With these six criteria, you have established a burden ofproof that you have an authoritative copy. An immutable audit trail provesthis out through an irrefutable, immutable chain of evidence and custodyConfidential and Proprietary14

Creating anforceable DigitalContractLAWSFederal law and State evidentiary law require aneffective management of digital records ontrolMaintainingComplianceMaintain the accuracy of the record content and informationPreserving evidence of content and delivery(e.g., archiving process)MaintainingCompliancePreserving record integrity for production in the event ofdispute or litigation (e.g., version control, audit logs)Providing for long-term access for those entitled to accesseither pursuant to law or by contract; andAddressing special Audit Trail requirements for a digital Chainof Custody for Authoritative Copies and Transferable RecordsConfidential and Proprietary15

Implementation of the Legal FrameworkCreating anEnforceable DigitalContract Executable document neverleaves the TrustedRepository Electronic signature boundto document with a digitalsignature Detailed audit trail recordssigner gControl Every document and itsaudit trail is tamper-sealed One controlling entityassociated with document Integrity of document andaudit trail verified at eachdocument interaction Controlling entity recorded inaudit trail and onwatermarked copies Secured, watermarkedcopies throughout documentlifecycle Controlling entity administersgranular access controlsMaintainingCompliance Perpetual audit trailrecords all controllingentity interactions Version, retention andcopy managementpolicies enable fulllifecycle recordmanagement Transfer of Control enableschanging controlling entitiesacross eAsset ManagementEcosystemConfidential and Proprietary16

Implementation: digital contract, authoritativecopy, establishing controlSingle, unique, identifiable, unalterable document which identifies the secured party, is maintained by the securedparty and can only be revised by the secured partyRequestsSigningSessionGeneratesLoan PackageOriginatorUploadsPackageEnables SigningApplicationBinds Signer’sSignature intoExecutableDocumentEstablishesAuthoritative CopyMarkedCopyDistributionEnablesTransfer ofControl toTransfer PartnerAll Documents Locked, Audited, Tampersealed, Unique with a Single ControllerMarked CopyRendered in SigningApplicationSignerLeveragesLoan forLiquidityMarked CopyReturnedSecuresExecutable CopyeCore PlatformCOPYAuthenticates,Consents ReviewsDocument and Agreesto SignSigning Application RecordsSigning InstructionsCOPYConfidential and Proprietary17

Implementation: Establishing and Maintaining ControlSellerCompleteTransfer ofControlRequest FormGenerate FinalRecord of Transfer(FROT)Create EscrowTransactioneAsset ManagementConfirmFROT Digitally Signedwith ControllerCertificateMoveDocuments intoEscrowCreate TransactionUnder BuyerControlFROT DigitallySigned withBuyer CertificateValidate EachDocuments in Escrow/Seller TransactionNotify Seller ofAcceptanceMove Documentsinto BuyerTransactionNotify Buyer ofRequestKeepeCopy?YesUpdateAuthenticatedRecord ofOwnershipTrade SignedReceipt for Buyerand SellerRemove DigitalSignatures,Watermark asCopyDestroy SellerVersions of AllAC dential and Proprietary18

Utilization of Digital Financial Assets CollateralizationsElectronic CollateralControl AgreementsSecuritizationsCollateralization is when acompany originatingfinancial assets obtains aloan, such as a line ofcredit, in exchange forpledging to the funder asecurity interest in theassets. Provides protection of lendercapital for funds lent to anoriginator. Securitization is the processof taking a collection ofassets, and through financialengineering, transformingthem into a security. eOriginal supports over 348ECCAs, approximately halfare direct with lenders andhalf support securitizations. Most securitizations requirean ECCAConfidential and Proprietary19

Collateralization AgreementSimple Collateralization1. A bi-party agreement, between the Originator/Debtorand the Bank/Secured Party, most often a Warehouse orLine of Credit Lender.2. The Originator pledges digital assets as collateral forfunds borrowed from the Bank/Secured Party.3. The collateral is transferred to a Vault under theadministration of the Bank/Secured Party.Originator/DebtorBank/SecuredParty4. The Bank/Secured Party has a direct control ofthe collateral.5. Upon repayment of the debt by the Originator/Debtor,the Bank/Secured Party releases the collateral back tothe control of the Originator/Debtor under their securityagreement.6. In the event of default by the Originator/Debtor, theBank/Secured Party exercises its right to the collateralunder its direct security agreement with theOriginator/Debtor.Confidential and Proprietary20

Electronic Collateral Control AgreementECCA Fundamentals1. Created by eOriginal to provide protection to thebank/secured party for funds lent to Originators/Debtors2. Tri-party agreement between eOriginal, theoriginator/debtor, and the bank/secured party.3. The originator pledges digital assets as collateral for fundsborrowed from the bank.4. Collateral subject to an ECCA is transferred to a ECCA Vaultunder the administration of the originator.ECCA Vault5. The bank/secured party has a unilateral right to takecontrol of the collateral.6. Upon instruction from the bank/secured party, eOriginalterminates the originator’s access to the ECCA vault andsimultaneously transfers access and control to the bank.Originator/DebtorBank/SecuredParty7. eOriginal trains all parties to ensure ECCAs are properlyconstructed, enforceable, and actionable.8. eOriginial enforced the ECCA transfer of 65M securedassets to Freedom Financial, as approved under thereceivership of the debtor by the SEC in New York courts.Confidential and Proprietary21

Solar Loan Securitization ExampleSolar AssetsXYZ CoTop 5 Solar Loan Co.(Originator)Major Bank(Transferring Entity)Solar AssetsInvestment Trust(Transferring Entity)Solar AssetsSolar AssetsXYZ Holdings, LLC(Sponsor)Offshore FiduciaryLimited(Administrator)Solar AssetsXYZ Solar Holding 20xx-1,LLC(Risk Retention Holder)XYZ Solar Loan 20xx-1 Ltd(Issuer)Retained InterestTrust CertificateXYZ Solar Loan 20xx-1-LLC(Co-Issuer)Solar AssetsXYZ Solar Loan Grantor Trust20xx-1(Underlying Trust)Notes and Class RSubordinate NotesMajor Bank LLC(Initial Purchaser)InvestorNotes and Class RSubordinate NotesXYZ Co (Servicer)Confidential and Proprietary22

eVault Certainty Asset Custody eRegistry R W &UHDWHGE \*DMDK0 DGD6 WXGLR IURPW KH1 RXQ3 URMHFW. Confidential and Proprietary 5 eOriginal Digital Lending Platform Annual Transactions S&P, DBRS, Moody's, KBRA Trusted 3rd Party Legally Tested 339 Credit Ratings Digital .