Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") has been engaged by Skybridge Fintech Ltd. ("Skybridge" or the "Company") as of November 6, 2023, to serve as issuer's counsel in connection with a proposed $60,000,000 convertible promissory note bridge financing (the "Bridge Financing"). The purpose of this memorandum is to provide the Company's leadership team with a preliminary

II. Company Background and Current Financial Position A. Company Overview Skybridge Fintech Ltd. is a Delaware C-corporation (EIN: 83-2147605; Delaware Secretary of State File Number: 6384291), originally incorporated in 2017. The Company's principal executive offices are located at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801. The Company also maintains operational offices in New York, New York, and Sa

III. Proposed Deal Structure — Overview The following table summarizes the key structural elements of the proposed Bridge Financing: The selection of a convertible note structure — as opposed to a priced equity round, a SAFE (Simple Agreement for Future Equity), or other instrument — reflects a deliberate strategic choice by the Company and the investor syndicate. The convertible note structure is preferred at this s

IV. Key Economic Terms This section provides a detailed analysis of each of the key economic terms proposed for the Bridge Notes. Where appropriate, we have included market context and our preliminary recommendations for the Company's consideration. A. Interest Rate The Bridge Notes will bear interest at a rate of 600 basis points (6.00%) per annum, computed on a simple interest basis using a 365-day year (i.e., actu

I. Most Favored Nation (MFN) Provision The Bridge Notes will include a Most Favored Nation ("MFN") provision. Under this provision, if the Company issues any subsequent convertible promissory notes or SAFEs (Simple Agreements for Future Equity) on terms more favorable than those of the Bridge Notes at any time prior to the conversion or repayment of the Bridge Notes, the holders of the Bridge Notes will have the righ

V. Proposed Allocation Among Purchasers The following table sets forth the proposed allocation of the $60,000,000 Bridge Financing among the four Purchasers, together with each Purchaser's percentage of the total round and its status as an existing or new investor in the Company: The key contact persons for each Purchaser are as follows: • Ridgeline Ventures Fund IV, L.P.: Samuel Okonkwo (deal lead) • Beacon Hill Cap

VI. Closing Mechanics and Funding Structure A. Anticipated Closing Timeline Based on our current assessment and discussions with the Company and investor counsel, we anticipate the following timeline for the Bridge Financing: This timeline is aggressive but achievable, provided that (a) the term sheet negotiation proceeds efficiently, (b) Kelvantis is responsive to the consent request, (c) no material issues arise in

VII. Subordination and Kelvantis Consent Requirements A. Subordination Requirement The convertible notes issued in the Bridge Financing must be expressly subordinated in right of payment to the Company's existing $15,000,000 venture debt facility with Kelvantis Lending Corp. This subordination is both a commercial necessity — as Kelvantis will almost certainly require it as a condition to consenting to the additional

VIII. Corporate Authorization and Governance Requirements A. Board of Directors Approval The issuance of the convertible promissory notes in the Bridge Financing requires authorization by the Board of Directors of Skybridge. Under the Delaware General Corporation Law ("DGCL"), the Board is vested with the authority to manage and direct the business and affairs of the corporation (DGCL § 141(a)), and the issuance of s

IX. Securities Law Considerations A. Private Placement Exemption The offering and sale of the Bridge Notes will be conducted as a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. Reliance on this exemption requires compliance with the following conditions: • All Purchasers must qualify as "accredi

X. Tax Considerations — Preliminary Observations The following are our preliminary observations regarding certain federal income tax considerations applicable to the Bridge Financing. These observations are preliminary in nature and are intended to identify areas requiring further analysis rather than to constitute definitive tax advice. Federal Income Tax Treatment of the Notes. The Bridge Notes should be treated as

XI. Key Transaction Documents The following is a comprehensive list of the transaction documents that we anticipate will be required in connection with the Bridge Financing. We will prepare initial drafts of all Company-side documents and will coordinate with investor counsel (Whitfield, Pratt & Soo LLP) on the preparation and negotiation of documents that require mutual agreement.

1. Note Purchase Agreement ("NPA") — The primary definitive agreement governing the issuance and sale of the Bridge Notes. The NPA will contain the economic terms of the Bridge Notes, the conditions to closing, representations and warranties of the Company and the Purchasers, covenants (including affirmative and negative covenants applicable to the Company during the term of the Notes), events of default, and indemni

2. Form of Convertible Promissory Note — The note instrument evidencing each Purchaser's investment, to be attached as an exhibit to the NPA. Each note will be issued in the principal amount of such Purchaser's commitment and will set forth the interest rate, maturity date, conversion mechanics, and other terms.

3. Schedule of Purchasers — A schedule to the NPA setting forth each Purchaser's name, commitment amount, and wire transfer instructions for the return of funds in the event of a failed closing.

4. Company Disclosure Schedule — A disclosure schedule setting forth the Company's exceptions and qualifications to the representations and warranties contained in the NPA, organized by section reference.

5. Subordination Agreement — The agreement among Kelvantis (as senior lender), the Purchasers (as subordinated noteholders), and Skybridge (as borrower/issuer), establishing the subordination of the Bridge Notes to the Kelvantis Facility.

6. Amendment No. 1 to Amended and Restated Investors' Rights Agreement — An amendment adding the Purchasers as parties to the IRA and extending information rights, registration rights, and other investor rights thereunder.

7. Amendment No. 1 to Right of First Refusal and Co-Sale Agreement — An amendment adding the Purchasers as parties to the ROFR/Co-Sale Agreement and extending right of first refusal and co-sale rights thereunder.

8. Escrow Agreement — An agreement among Skybridge, the Purchasers, and Granite Trust Company, N.A. (as escrow agent), governing the deposit, holding, and release of the Purchasers' investment funds.

9. Joinder Agreement — A form of joinder agreement to be executed by any Purchaser that funds its commitment at a subsequent closing (e.g., the Final Closing), pursuant to which such Purchaser will become a party to the NPA and related transaction documents.

10. Board Consent (Unanimous Written Consent of the Board of Directors) — Written consent of all directors authorizing the Bridge Financing and the execution and delivery of the transaction documents.

11. Stockholder Consent (Written Consent of Stockholders in Lieu of Special Meeting) — Written consent of the requisite stockholders authorizing the Bridge Financing, to the extent required under the Charter and applicable protective provisions.

12. Secretary's Certificate — A certificate of the Company's Secretary (or Assistant Secretary) certifying the Company's Charter, Bylaws, and Board authorization for the Bridge Financing.

13. Officer's Certificate(s) — One or more certificates of the Company's officers providing a bring-down of the Company's representations and warranties as of the closing date and certifying the intended use of proceeds.

14. Good Standing Certificate — A certificate of good standing of the Company issued by the Delaware Secretary of State, dated within 10 days prior to the closing date.

15. Legal Opinion of Calderwood & Harkness LLP — A legal opinion letter addressed to the Purchasers, opining on the due authorization, valid issuance, and enforceability of the Bridge Notes and related matters, in customary form for transactions of this type.

16. Kelvantis Lender Consent and Waiver Letter — A letter executed by Kelvantis consenting to the incurrence of the Bridge Note indebtedness and waiving any default under the Kelvantis Facility arising therefrom.

17. Wire Transfer Instructions / Funds Flow Memorandum — A memorandum prepared by the Company and approved by the Purchasers setting forth the wire transfer instructions for the movement of funds from the escrow account to the Company's operating account upon satisfaction of closing conditions.

18. Escrow Release Instructions — Written instructions to the escrow agent directing the release of escrowed funds upon satisfaction of closing conditions, to be executed at each closing. We will circulate initial drafts of the NPA, the form of Convertible Promissory Note, and the Subordination Agreement to the Company for review promptly following execution of the term sheet, with the objective of providing marked c

XII. Fee Arrangements and Investor Counsel Reimbursement The following is a summary of the estimated transaction costs to the Company in connection with the Bridge Financing: Calderwood & Harkness LLP Fees. Our fees for the Bridge Financing are capped at $275,000, plus out-of-pocket disbursements (including filing fees, courier charges, and other incidental expenses). This fee cap covers the preparation and negotiati