Contract analysis

Section 1. Certification of Identity and Authority The undersigned, David Lindstrom, hereby certifies that he is the duly elected, qualified, and acting Chief Financial Officer of Skybridge Fintech Ltd., a corporation duly incorporated and validly existing under the laws of the State of Delaware (Employer Identification Number: 83-2147605; Delaware Secretary of State File Number: 6384291). The Company's principal exe

Section 2. Description of the Financing Pursuant to the Agreement, the Company is issuing its convertible promissory notes (the "Notes") in the aggregate principal amount of Sixty Million Dollars ($60,000,000). The material terms of the Notes, as set forth in the Agreement and in the form of Note attached thereto as Exhibit A, are summarized below for the convenience of the Purchasers: (a) Interest Rate. The Notes be

Section 3. Aggregate Proceeds The undersigned hereby certifies that the aggregate gross proceeds from the issuance and sale of the Notes pursuant to the Agreement are expected to be Sixty Million Dollars ($60,000,000), to be funded in two separate closings as follows: 3.1 Initial Closing The Initial Closing is scheduled for, and is expected to occur on, January 15, 2024. The aggregate principal amount of Notes to be

Section 4. Intended Use of Proceeds The undersigned hereby certifies that the proceeds of the Notes will be used by the Company for the following purposes, in each case in the ordinary course of the Company's business and consistent with the Company's current operating plan as approved by the Board of Directors. The Company intends to allocate the proceeds among the following categories in a manner consistent with pr

Section 5. Current Financial Position For the information and reference of the Purchasers, the undersigned hereby sets forth below certain key financial and operating metrics of the Company as of the dates indicated. The financial information set forth below has been derived from the Company's internal financial records and, where indicated, from the Company's reviewed financial statements for the fiscal year ended S

Section 6. Representations The undersigned, in his capacity as Chief Financial Officer of the Company and on behalf of the Company, hereby represents and certifies to each of the Purchasers as follows: (1) The statements and information set forth in this Certificate are true and correct in all material respects as of the date hereof, and the undersigned has no knowledge of any facts or circumstances that would cause

Section 7. Governing Law This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. [Signature Page Follows] IN WITNESS WHEREOF, the undersi