PROGRAM AGREEMENT Dated as of December 29, 2023 among POINT DIGITAL FINANCE, INC., as Seller and Servicer, POINT TITLING TRUST, and GB HRP, LLC, as Buyer Agent, PROGRAM AGREEMENTProgram Agreement • January 5th, 2024 • GlassBridge Enterprises, Inc. • Investment advice • New York
THIS PROGRAM AGREEMENT (this “Agreement”) is made and entered into this 29th day of December, 2023 (the “Execution Date”), by and among POINT DIGITAL FINANCE, INC., a Delaware corporation (“Point”), as seller (in such capacity, “Seller”), as servicer (in such capacity, the “Servicer”), and as trust manager for PTT (in such capacity, the “Trust Manager”), POINT TITLING TRUST, a Delaware statutory trust (“PTT”), and GB HRP, LLC, a Delaware limited liability company (“Buyer Agent”). Seller, Servicer, PTT and Buyer Agent are sometimes collectively referred to in this Agreement as the “Parties” or each individually as a “Party.”
MASTER OPTION SALE AGREEMENTMaster Option Sale Agreement • January 5th, 2024 • GlassBridge Enterprises, Inc. • Investment advice • New York
This MASTER OPTION SALE AGREEMENT (this “Agreement”), is made effective as of December 29, 2023 (the “Effective Date”), by and among POINT DIGITAL FINANCE, INC., a Delaware corporation (“Point”), as seller, together with certain affiliates and designated assignees of Point as seller (collectively with Point, in such capacity, “Seller”), and as depositor and trust manager (in such capacity, the “Trust Manager”) of POINT TITLING TRUST, a Delaware statutory trust, as the titling trust (“PTT”), and in its capacity as Buyer (as defined below) hereunder, and GB HRP, LLC, a Delaware limited liability company (“Buyer Agent”). Capitalized terms that are not otherwise defined herein shall have the meanings ascribed to them in Article 1 of this Agreement or in the Program Agreement (as defined below).
POINT DIGITAL FINANCE, INC., as Transferor, and GB HRP, LLC, as Transferee SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of December 29, 2023Subi Certificate Transfer Agreement • January 5th, 2024 • GlassBridge Enterprises, Inc. • Investment advice • New York
This SUBI Certificate Transfer Agreement, dated as of December 29, 2023 (this “Agreement”), is between Point Digital Finance, Inc., a Delaware corporation (“Point”), as transferor (the “Transferor”), and GB HRP, LLC, a Delaware limited liability company, as transferee (in such capacity, the “Transferee”).
MASTER OPTION SERVICING AGREEMENTMaster Option Servicing Agreement • January 5th, 2024 • GlassBridge Enterprises, Inc. • Investment advice • New York
THIS MASTER OPTION SERVICING AGREEMENT (this “Agreement”) is made this 29th day of December, 2023, by and between POINT DIGITAL FINANCE, INC., a Delaware corporation (“Point”), as servicer (in such capacity, “Servicer”) and as trust manager (in such capacity, “Trust Manager”) of POINT TITLING TRUST, a Delaware statutory trust, as the titling trust (“PTT”), PTT, solely in its capacity as Owner (as defined below) hereunder, and GB HRP, LLC, a Delaware limited liability company (“Buyer Agent”).
CUSTODIAL AGREEMENT GB HRP, LLC, Buyer Agent, Point Titling Trust, Titling Trust, Point Digital Finance, Inc., Trust Manager and U.S. BANK NATIONAL ASSOCIATION Custodian Dated December 29, 2023Custodial Agreement • January 5th, 2024 • GlassBridge Enterprises, Inc. • Investment advice • New York
This CUSTODIAL AGREEMENT (as amended or modified from time to time, this “Agreement”) is made and entered into as of December 29, 2023, among GB HRP, LLC, a Delaware limited liability company (the “Buyer Agent”), as the buyer agent, Point Titling Trust, a Delaware statutory trust (“PTT”), as the titling trust, Point Digital Finance, Inc., a Delaware corporation (“Point”), as trust manager of PTT and U.S. Bank National Association, a national banking association, organized under the laws of the United States, as the custodian (in such capacity, the “Custodian”).
