Contract analysis

1. Purpose and Congratulations Calderwood & Harkness LLP is pleased to confirm the successful completion of the $60,000,000 convertible promissory note bridge financing by Skybridge Fintech Ltd. (the "Company"), consummated pursuant to the Note Purchase Agreement dated January 15, 2024 (the "NPA"), by and among the Company and the several Purchasers identified therein (collectively, the "Purchasers"). We extend our c

2. Summary of Closings 2.1 Initial Closing — January 15, 2024 The NPA was duly executed and delivered by the Company and the initial Purchasers on January 15, 2024. The Initial Closing occurred simultaneously on the same date, January 15, 2024 (the "Initial Closing"), following the satisfaction or waiver of all conditions precedent to the Initial Closing set forth in Article VI of the NPA. At the Initial Closing, the

3. Executed Transaction Documents We confirm that the following transaction documents were duly executed and delivered by the applicable parties in connection with the Initial Closing and/or the Final Closing, as indicated:

1. Note Purchase Agreement, dated January 15, 2024, by and among the Company and the Purchasers.

2. Convertible Promissory Notes issued to each Purchaser, in their respective principal amounts as set forth in Section 2.4 above (four Notes in total, reflecting the Initial Closing Notes and the Final Closing Notes, as applicable).

3. Schedule of Purchasers, as attached to the NPA (as amended and restated as of January 26, 2024 to reflect the Final Closing and the addition of Northstar Innovation Fund II, L.P.).

4. Company Disclosure Schedule, delivered by the Company to the Purchasers on January 14, 2024, in accordance with Section 3 of the NPA.

5. Subordination Agreement, dated January 15, 2024, by and among Kelvantis Lending Corp., the Purchasers, and the Company.

6. Amendment No. 1 to Amended and Restated Investors' Rights Agreement, dated January 15, 2024, by and among the Company and the investors party thereto.

7. Amendment No. 1 to Right of First Refusal and Co-Sale Agreement, dated January 15, 2024, by and among the Company, the Founders, and the investors party thereto.

8. Escrow Agreement, dated January 15, 2024, by and among the Company, the Purchasers, and Granite Trust Company, N.A., as escrow agent.

9. Joinder Agreement (Northstar Innovation Fund II, L.P.), dated January 26, 2024, pursuant to which Northstar joined as a Purchaser under the NPA and related transaction documents.

10. Unanimous Written Consent of the Board of Directors of Skybridge Fintech Ltd., dated January 10, 2024, authorizing the convertible note bridge financing, the execution of the NPA and related documents, and the issuance of the Notes.

11. Written Consent of Stockholders in Lieu of Special Meeting, dated January 12, 2024, approving the transactions contemplated by the NPA to the extent required under the Company's Certificate of Incorporation and the DGCL.

12. Secretary's Certificate, dated January 15, 2024, certifying the Company's Certificate of Incorporation, Bylaws, and resolutions authorizing the transactions.

13. Officer's Certificate — Representations & Warranties Bring-Down, dated January 15, 2024, certifying the accuracy of the Company's representations and warranties as of the Initial Closing.

14. Officer's Certificate — Use of Proceeds, dated January 15, 2024, certifying the intended uses of proceeds from the bridge financing in accordance with Section 5.14 of the NPA.

15. Good Standing Certificate from the Delaware Secretary of State, obtained January 11, 2024, certifying the Company's good standing under the laws of the State of Delaware.

16. Legal Opinion of Calderwood & Harkness LLP, dated January 15, 2024, delivered to the Purchasers in accordance with Section 6.1(f) of the NPA, addressing due organization, authorization, valid issuance, and non-contravention, among other customary matters.

17. Kelvantis Lending Corp. Lender Consent and Waiver Letter, received January 12, 2024, consenting to the convertible note bridge financing and waiving any applicable restrictions under the Loan and Security Agreement dated August 15, 2022 that would otherwise prohibit the issuance of the Notes. A comprehensive closing binder, complete with a table of contents and index of all executed documents and ancillary materi

4. Post-Closing Obligations The following post-closing obligations require the Company's attention. We have indicated the status of each item to the extent known to us and have set forth recommended actions for the Company's review and prompt execution. 4.1 Section 228(e) Notice to Non-Consenting Stockholders Pursuant to Section 228(e) of the Delaware General Corporation Law (the "DGCL"), the Company is required to p

5. Planned Series D — Forward-Looking Considerations As you are aware, the convertible note bridge financing was structured in anticipation of a planned Series D preferred stock equity round, which the Company is currently targeting for Q3–Q4 2024. The Notes were designed to provide the Company with interim capital to continue scaling its operations while the Series D is prepared and marketed. The Qualified Financing

6. Calderwood & Harkness LLP Fee Matters As set forth in the Engagement Letter dated November 6, 2023, and the Engagement Letter Amendment dated December 1, 2023, the agreed-upon fee cap for Calderwood & Harkness LLP's representation of the Company in connection with the convertible note bridge financing engagement is $275,000, plus disbursements and out-of-pocket expenses. A retainer in the amount of $75,000 was rec

7. Closing Binder A comprehensive closing binder containing executed copies of all transaction documents, ancillary certificates and deliverables, and related closing materials is currently being compiled by our office. The closing binder will include a detailed table of contents and document index for ease of reference and archival purposes. We anticipate that the closing binder will be delivered under separate cove

8. Closing Remarks Once again, we extend our sincere congratulations to the Skybridge team on the successful completion of this financing. The $60,000,000 convertible note bridge provides the Company with the capital and operational runway necessary to continue scaling its payments orchestration and embedded lending platform as it prepares for the next phase of growth through the anticipated Series D equity round. We