Contract analysis

1. Amended and Restated Certificate of Incorporation Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd. (the "Certificate of Incorporation"), as currently in effect and on file with the office of the Secretary of State of the State of Delaware. The Certificate of Incorporation, as so attached, has been in continuous eff

2. Bylaws Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Skybridge Fintech Ltd. (the "Bylaws"), as currently in effect. The Bylaws, as so attached, have been in continuous effect since the date of their most recent adoption and amendment by the Board of Directors of the Company and have not been further amended, supplemented, restated, or otherwise modified since such date. No pro

3. Unanimous Written Consent of the Board of Directors Attached hereto as Exhibit C is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of the Company, dated January 10, 2024 (the "Board Consent"). The Board Consent was duly adopted by the unanimous written consent of all members of the Board of Directors of the Company in accordance with the Certificate of Incorporation,

4. Written Consent of Stockholders The Written Consent of Stockholders in Lieu of Special Meeting of the Company, dated January 12, 2024 (the "Stockholder Consent"), was duly executed and delivered by holders of the requisite number of outstanding shares of capital stock of the Company entitled to vote thereon in accordance with the Certificate of Incorporation, the Bylaws, and Section 228 of the General Corporation

5. Good Standing The Company is in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing obtained from the Secretary of State of the State of Delaware on January 11, 2024 (the "Good Standing Certificate"), a true, correct, and complete copy of which is attached hereto as Exhibit D. The Company's file number on record with the Secretary of State of the State of Delawar

6. Incumbency and Signature Authority of Officers Each of the persons named below is a duly elected or appointed officer of the Company, holding the office set forth opposite his or her name, is qualified to serve in such office, and currently holds such office as of the date hereof. Each such person is authorized to execute and deliver the Note Purchase Agreement, the Convertible Notes, and all other Transaction Doc

7. No Dissolution or Proceedings No proceedings for the dissolution, liquidation, merger, consolidation, reorganization, or winding up of the Company have been commenced, instituted, or, to the knowledge of the undersigned, are pending or contemplated as of the date hereof. No receiver, trustee, custodian, liquidator, or similar officer or official has been appointed for the Company or for any material portion of its

8. Capitalization Confirmation The capitalization of the Company immediately prior to the Initial Closing (as defined in the Note Purchase Agreement) is as set forth in the Company Disclosure Schedule delivered to the Purchasers on January 14, 2024 pursuant to Section 3.3 of the Note Purchase Agreement. Immediately prior to the closing of the bridge financing contemplated by the Note Purchase Agreement, there are app

9. Reliance This Certificate is delivered to the Purchasers pursuant to Section 6.2(d) of the Note Purchase Agreement and in connection with the closing of the transactions contemplated thereby. This Certificate may be relied upon by each of the Purchasers, namely Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and Halcyon Growth Equity, L.P., and by their resp