Contract analysis

I. Description of Enclosed Documents Enclosure 1 — Note Purchase Agreement (Initial Draft) Enclosed please find an initial draft of the Note Purchase Agreement (the "NPA"), dated as of December 11, 2023, by and among Skybridge Fintech Ltd., as the Company, and the following Purchasers: (a) Ridgeline Ventures Fund IV, L.P.; (b) Beacon Hill Capital Partners, LLC; (c) Northstar Innovation Fund II, L.P.; and (d) Halcyon

II. Summary of Key Drafting Points and Areas for Discussion We wish to draw your attention to the following drafting points and areas that we anticipate will require further discussion between the parties:

1. Initial Closing and Final Closing Mechanics. The draft NPA contemplates the potential for an Initial Closing and a subsequent Final Closing, in order to accommodate differences in the timing of funding from all Purchasers. The NPA provides that one or more Purchasers may fund their respective commitment amounts at the Initial Closing, with the remaining Purchasers joining the transaction and funding at the Final C

2. Conversion Price Calculation. As noted above, the conversion price applicable to the Notes upon a Qualified Financing is the lower of (a) 80% of the Series D price per share (reflecting the 20% discount), or (b) the price per share implied by the $750,000,000 pre-money valuation cap on a fully diluted basis. Based on the Company's current capitalization, which reflects approximately 48,500,000 shares outstanding o

3. Subordination Agreement. The subordination provisions in the NPA are designed to dovetail with a separate Subordination Agreement to be entered into by and among the Company, the holders of the Notes, and Kelvantis Lending Corp., as the holder of the senior venture debt. Calderwood & Harkness is currently preparing a draft of the Subordination Agreement and intends to circulate it separately within the coming days

4. Information Rights and Pro Rata Participation Rights. The information rights and pro rata participation rights for the Purchasers will not be addressed within the four corners of the NPA itself but will instead be implemented through an amendment to the Company's existing Amended and Restated Investors' Rights Agreement (the "IRA"). Drafts of Amendment No. 1 to the IRA, as well as Amendment No. 1 to the Right of F

5. Company Disclosure Schedule. The NPA contemplates that the Company will deliver a Disclosure Schedule (the "Disclosure Schedule") setting forth certain exceptions to the Company's representations and warranties, together with supplementary information, prior to the closing. Calderwood & Harkness is currently conducting due diligence in coordination with the Company's internal legal and finance teams, and we will c

6. Securities Law Exemptions. The offering and sale of the Notes will be conducted in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. Consistent with these exemptions, the draft NPA includes customary representations from each Purchaser regarding its status as an "accredited investor" as defined in Rule 501(a) of Reg

7. Escrow Mechanics. The draft NPA contemplates that closing funds will be deposited with Granite Trust Company, N.A. ("Granite Trust"), acting as escrow agent, to be held and disbursed in accordance with the terms of a separate Escrow Agreement. Calderwood & Harkness is currently preparing a draft Escrow Agreement with Granite Trust, which will be circulated to your firm for review in due course. We would be pleased

III. Additional Documents to Follow In addition to the enclosed documents, the following ancillary transaction documents and closing deliverables will be prepared and circulated in the near term:

1. Subordination Agreement (by and among the Company, the Noteholders, and Kelvantis Lending Corp.)

2. Amendment No. 1 to Amended and Restated Investors' Rights Agreement

3. Amendment No. 1 to Right of First Refusal and Co-Sale Agreement

4. Escrow Agreement (with Granite Trust Company, N.A., as escrow agent)

5. Forms of Secretary's Certificate, Officer's Certificates, and other customary closing deliverables

6. Company Disclosure Schedule We will endeavor to circulate drafts of each of the foregoing as promptly as practicable, and in any event in sufficient time to permit your review and comment in advance of the targeted closing date.

IV. Request for Comments and Proposed Timeline We respectfully request that Whitfield, Pratt & Soo LLP circulate its comments on the enclosed draft NPA and Form of Note at your earliest convenience. As you are aware, the parties share a mutual objective of targeting the signing and Initial Closing of the Bridge Financing in January 2024, and a prompt exchange of drafts will be essential to maintaining that timeline.

1. Note Purchase Agreement — Initial Draft (dated December 11, 2023)

2. Form of Convertible Promissory Note — Initial Draft (Exhibit A to NPA)

3. Draft Schedule of Purchasers (Schedule 1 to NPA) Purchaser | Commitment Amount | Percentage of Round Ridgeline Ventures Fund IV, L.P. | $30,000,000 | 50.00% Beacon Hill Capital Partners, LLC | $15,000,000 | 25.00% Northstar Innovation Fund II, L.P. | $10,000,000 | 16.67% Halcyon Growth Equity, L.P. | $5,000,000 | 8.33% Total | $60,000,000 | 100.00%