Contract analysis

1. Introduction and Representation This firm represents Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware ("Skybridge" or the "Company"), Employer Identification Number 83-2147605, Delaware Division of Corporations File Number 6384291, with its principal office located at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801. We write to you in our capacity as o

2. Description of the Proposed Transaction Skybridge proposes to issue convertible promissory notes (collectively, the "Notes") in an aggregate principal amount of Sixty Million Dollars ($60,000,000) to a syndicate of existing and new investors (the "Purchasers"), pursuant to a Note Purchase Agreement to be entered into by and among the Company and the Purchasers (the "Note Purchase Agreement"). A summary of the prin

3. Identification of the Purchaser Syndicate The Notes will be purchased by the following syndicate of investors, each of which has executed the term sheet for the proposed transaction: The term sheet for the proposed transaction was executed by all parties on December 4, 2023. A copy of the executed term sheet is enclosed herewith for your reference.

4. Closing Structure The proposed transaction is expected to close in two tranches, as follows: (a) Initial Closing. The initial closing (the "Initial Closing") is anticipated to fund Forty-Five Million Dollars ($45,000,000) in aggregate proceeds to the Company. The Initial Closing contributions are expected to be allocated as follows: Ridgeline Ventures Fund IV, L.P. ($30,000,000), Beacon Hill Capital Partners, LLC

5. Subordination of the Notes Skybridge hereby acknowledges and confirms that the Notes, including all principal, accrued interest, and any other amounts payable thereunder, will be fully subordinated in right of payment and priority to all existing and future indebtedness, obligations, and liabilities of the Company arising under or in connection with the Loan Agreement with Kelvantis. The Company understands and ag

6. Specific Consents and Waivers Requested On behalf of the Company, we respectfully request the following specific consents and waivers from Kelvantis in connection with the proposed transaction: 6.1 Consent to Additional Indebtedness We request Kelvantis's consent under the Loan Agreement to the incurrence by the Company of subordinated convertible note indebtedness in the aggregate principal amount of Sixty Millio

7. Company Financial Overview To assist Kelvantis in its evaluation of this consent request, we provide the following brief summary of the Company's current financial position and operating metrics: • Annual Recurring Revenue (ARR) as of Q3 2023: approximately $78,000,000 • Annualized Gross Payment Volume: approximately $4,200,000,000 • Net Revenue Retention: 128% • Cash and Cash Equivalents on Hand (pre-bridge): app

8. Company's Continued Compliance with Loan Agreement The Company hereby confirms that, except as specifically disclosed in this letter (and solely with respect to any default or Event of Default that may arise from the consummation of the proposed transaction without the consent and waiver of Kelvantis as described herein), the Company is in full compliance with all covenants, terms, conditions, and obligations unde

9. Requested Timing and Form of Consent The Company anticipates executing the Note Purchase Agreement and consummating the Initial Closing on or about mid-January 2024. In order to accommodate this anticipated closing timeline and to permit the orderly closing of the transaction, we respectfully request that Kelvantis deliver its written consent and waiver on or before January 10, 2024. We suggest that the consent an

10. Offer to Provide Additional Information The Company and this firm are prepared to provide any additional documentation, information, or diligence materials that Kelvantis may require in connection with its evaluation of this consent request. We are committed to working cooperatively with Kelvantis to ensure that Kelvantis has all information necessary to make an informed determination. Without limitation, we spec

11. Reservation of Rights / No Waiver This letter and any consent or waiver delivered by Kelvantis in response hereto shall not constitute a waiver, modification, or amendment of any provision of the Loan Agreement other than as specifically and expressly set forth in such consent or waiver instrument. All rights, remedies, powers, and privileges of Kelvantis under the Loan Agreement, under any related loan document,

1. Executed Term Sheet, dated December 4, 2023

2. Draft Note Purchase Agreement (circulated December 11, 2023)

3. Draft Form of Convertible Promissory Note (circulated December 11, 2023)

4. Draft Schedule of Purchasers cc: (via email) Arjun Mehta, Chief Executive Officer & Co-Founder, Skybridge Fintech Ltd. David Lindstrom, Chief Financial Officer, Skybridge Fintech Ltd. Priya Ramanathan, General Counsel, Skybridge Fintech Ltd. Victoria Chambers, Responsible Partner, Calderwood & Harkness LLP Nina Reyes, Senior Associate, Calderwood & Harkness LLP Purchaser | Entity Type | Commitment ($) | Percentage