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Contract analysis / letter-sc-to-granite-trust-escrow-instructions.docx
letter-sc-to-granite-trust-escrow-instructions.docx
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I. Introduction and Context
Standard
⚑ Commercial term
I. Introduction and Context This firm represents Skybridge Fintech Ltd., a Delaware corporation ("Skybridge" or the "Company"), with principal offices at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801 (EIN: 83-2147605), in connection with a convertible promissory note bridge financing in the aggregate principal amount of Sixty Million Dollars ($60,000,000) (the "Financing"). We write to provide formal esc
II. Identification of the Purchasers and Initial Closing Amounts
Standard
⚑ Commercial term
II. Identification of the Purchasers and Initial Closing Amounts The Initial Closing under the Note Purchase Agreement is scheduled to occur on January 15, 2024 (the "Initial Closing"). In connection with the Initial Closing, the following Purchasers will be depositing funds into Escrow Account No. 4401-7829-SBF in the amounts set forth opposite their respective names below: Please note that a subsequent and final cl
III. Escrow Deposit Instructions
Standard
⚑ Commercial term
III. Escrow Deposit Instructions Each Purchaser identified above has been instructed by its respective counsel, Whitfield, Pratt & Soo LLP, and by the Company to wire its respective deposit amount to Granite Trust Company, N.A., Escrow Account No. 4401-7829-SBF, on or before the close of business on January 15, 2024. All wire transfers will be sent via Fedwire in immediately available U.S. dollar funds. Each Purchase
IV. Escrow Release — Initial Closing
Standard
⚑ Commercial term
IV. Escrow Release — Initial Closing Upon the satisfaction or waiver of all conditions to the Initial Closing set forth in Article VI of the Note Purchase Agreement, joint written release instructions will be delivered to the Escrow Agent by the Company and the Purchasers (or their duly authorized representative), directing the Escrow Agent to release the full amount of Forty-Five Million Dollars ($45,000,000), toget
V. Contact Information and Notices
V. Contact Information and Notices All notices, confirmations, requests, and communications to Calderwood & Harkness LLP in connection with the escrow and the Financing should be directed to the following individuals: Leonard Ashford Of Counsel, Emerging Companies & Venture Capital Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Telephone: (212) 455-7844 Email: lashford@calderwoodharkness.com Nina R
VI. Enclosed Documents
VI. Enclosed Documents Enclosed herewith please find the following documents for your review, countersignature, and/or records:
1. Executed Escrow Agreement (dated as of January 15, 2024) — three (3) counterpart origi
1. Executed Escrow Agreement (dated as of January 15, 2024) — three (3) counterpart originals, each executed by Skybridge Fintech Ltd. and the Purchasers, for Granite Trust Company, N.A.'s countersignature and retention. We request that Granite Trust execute each counterpart and return one (1) fully executed counterpart original to Calderwood & Harkness LLP at the address set forth above.
2. Note Purchase Agreement — Execution Version (dated as of January 15, 2024) — enclosed
Medium
⚑ Confidentiality undertaking
2. Note Purchase Agreement — Execution Version (dated as of January 15, 2024) — enclosed for the Escrow Agent's reference only, to provide context regarding the conditions to the Initial Closing and the Final Closing and the overall structure of the Financing. This document is provided on a confidential basis and should be maintained in accordance with the confidentiality provisions of the Escrow Agreement.
3. Wire Transfer Instructions Letter from Skybridge Fintech Ltd. (dated January 14, 2024)
3. Wire Transfer Instructions Letter from Skybridge Fintech Ltd. (dated January 14, 2024) — setting forth the Company's designated operating account details for the release of escrowed funds following the satisfaction or waiver of the Initial Closing conditions. This letter has been executed by David Lindstrom, Chief Financial Officer, on behalf of the Company.
VII. Request for Confirmation and Countersignature
VII. Request for Confirmation and Countersignature We respectfully request that Granite Trust Company, N.A. take the following actions at your earliest convenience: (a) Countersignature of the Escrow Agreement. Please countersign each of the three (3) counterpart originals of the Escrow Agreement and return one (1) fully executed counterpart original to Calderwood & Harkness LLP at the address set forth in Section V
1. Executed Escrow Agreement (dated as of January 15, 2024) — three (3) counterpart origi
1. Executed Escrow Agreement (dated as of January 15, 2024) — three (3) counterpart originals
2. Note Purchase Agreement — Execution Version (dated as of January 15, 2024)
2. Note Purchase Agreement — Execution Version (dated as of January 15, 2024)
3. Wire Transfer Instructions Letter from Skybridge Fintech Ltd. (dated January 14, 2024)
Standard
⚑ Commercial term
3. Wire Transfer Instructions Letter from Skybridge Fintech Ltd. (dated January 14, 2024) Purchaser | Principal Office Address | Deposit Amount (USD) Ridgeline Ventures Fund IV, L.P. | 800 Boylston Street, 34th Floor, Boston, MA 02199 | $30,000,000.00 Beacon Hill Capital Partners, LLC | 222 West Adams Street, Suite 3400, Chicago, IL 60606 | $10,000,000.00 Halcyon Growth Equity, L.P. | 1201 Third Avenue, Suite 5600, S