Contract analysis

I. Executive Summary This memorandum analyzes whether the proposed issuance of $60,000,000 in aggregate principal amount of convertible promissory notes (the "Notes") by Skybridge Fintech Ltd. ("Skybridge" or the "Company"), a Delaware corporation, to a syndicate of investors led by Ridgeline Ventures Fund IV, L.P. ("Ridgeline Fund IV") is authorized under, and what consents or waivers are required by, the Company's

II. Scope and Documents Reviewed A. Documents Reviewed In connection with this memorandum, we have reviewed the following documents and materials provided by the Company or otherwise in our possession:

1. Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd., as filed with the Secretary of State of the State of Delaware and as currently in effect (the "Charter").

2. Bylaws of Skybridge Fintech Ltd., as currently in effect (the "Bylaws").

3. Amended and Restated Investors' Rights Agreement, dated as of July 15, 2021, by and among the Company and the investors named therein (the "IRA").

4. Right of First Refusal and Co-Sale Agreement, dated as of July 15, 2021, by and among the Company, certain key holders named therein, and the investors named therein (the "ROFR/Co-Sale Agreement").

5. Voting Agreement, dated as of July 15, 2021, by and among the Company and the investors named therein (the "Voting Agreement").

6. Capitalization table of the Company as of the date of this memorandum, reflecting approximately 48,500,000 fully diluted shares outstanding (inclusive of all outstanding shares of Common Stock, all shares of Preferred Stock on an as-converted-to-Common-Stock basis, outstanding options, and reserved but unissued shares under the Company's equity incentive plans).

7. Independent 409A valuation report dated September 15, 2023, prepared by Atlas Valuation Services, Inc. (the "409A Report"), establishing a fair market value of the Company's Common Stock at $8.42 per share. We have not been asked to, and do not in this memorandum, analyze state or federal securities law exemptions applicable to the proposed issuance, the tax consequences of the transaction to the Company or the in

III. Analysis of the Amended and Restated Certificate of Incorporation (Charter) A. Authorized Capital Stock The Charter authorizes the Company to issue a specified number of shares of capital stock, divided between Common Stock and Preferred Stock. As of the date of this memorandum, the Charter authorizes the following classes and series of capital stock: • Common Stock: A specified number of authorized shares of Co

IV. Analysis of the Bylaws A. Board Action — Meeting vs. Written Consent The Bylaws of the Company contain provisions governing the manner in which the Board of Directors may take action, including provisions for action by written consent in lieu of a meeting. Consistent with DGCL § 141(f), the Bylaws provide that any action required or permitted to be taken at a meeting of the Board of Directors may be taken without

V. Analysis of the Amended and Restated Investors' Rights Agreement (IRA) A. Preemptive Rights / Right of First Offer (Pro Rata Rights) The IRA grants "Major Investors" (as defined therein) a preemptive right, often referred to as a "pro rata participation right" or "right of first offer," to purchase their pro rata share of any "New Securities" issued by the Company. This right is designed to enable existing investo

VI. Analysis of the Right of First Refusal and Co-Sale Agreement The ROFR/Co-Sale Agreement, dated as of July 15, 2021, grants to the investors party thereto (the "Investor Parties") a right of first refusal and a co-sale right (also known as a "tag-along" right) with respect to proposed transfers of shares of capital stock by certain "Key Holders" identified therein. The Key Holders under the ROFR/Co-Sale Agreement

VII. Analysis of the Voting Agreement The Voting Agreement, dated as of July 15, 2021, governs the composition of the Company's Board of Directors by requiring the parties thereto to vote their respective shares in favor of the board nominees designated by specified investors, the Key Holders, and the parties voting together. The Voting Agreement typically provides for a Board of Directors consisting of a specified n

VIII. Existing Kelvantis Venture Debt Facility — Interaction with Governance Documents Although the Charter and Bylaws do not themselves impose contractual restrictions on the Company's ability to incur additional indebtedness, we note that the Company is party to a Loan and Security Agreement dated August 15, 2022, by and between Kelvantis Lending Corp. ("Kelvantis") and the Company (the "Kelvantis LSA"), pursuant t

IX. Summary of Required Authorizations and Consents The following table summarizes the authorizations, consents, waivers, and deliverables required in connection with the proposed convertible note bridge financing:

X. Recommendations and Next Steps Based on the for