Contract analysis

I. Executive Summary This memorandum presents our analysis of the intellectual property assignment chains for Skybridge Fintech Ltd. (the "Company" or "Skybridge") in connection with the proposed $60,000,000 convertible note bridge financing (the "Bridge Financing") led by Ridgeline Ventures Fund IV, L.P. ("Ridgeline"), with participation from Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and

II. Scope and Methodology A. Documents Reviewed In preparing this analysis, we reviewed the following categories of documents and records, as made available to us by the Company through its General Counsel, Priya Ramanathan, and its Vice President of Corporate Development, Marcus Tillman, primarily through the Company's virtual data room (Thackeray Solutions Project "Condor") and through supplemental document product

1. Founder CIIAPAs. Confidential Invention Assignment and Proprietary Information Agreements executed by co-founders Arjun Mehta and Elena Vasquez at or around the time of the Company's incorporation in Delaware in 2017, including all schedules and exhibits thereto (including schedules of prior inventions).

2. Standard Form Employee Agreements. The Company's standard form Confidential Information and Invention Assignment Agreement (the "Standard CIIAA"), in its current version adopted in approximately mid-2019, as well as the prior version of the employee invention assignment agreement (the "Legacy Form") used from the Company's inception through approximately mid-2019.

3. Individual Employee CIIAAs. Individual CIIAPAs, CIIAAs, or equivalent invention assignment agreements for all current employees (approximately 310 full-time equivalents), to the extent available in the Company's human resources records. These records were produced by the Company's Vice President of People Operations and were cross-referenced against the Company's current employee roster as of December 1, 2023.

4. Independent Contractor and Consulting Agreements. All independent contractor agreements, consulting agreements, master services agreements, and related statements of work, amendments, and change orders for contractors and consulting firms engaged by the Company in software development, platform engineering, data science, data engineering, user interface design, and related technical roles. This included both the C

5. Offer Letters and Employment Agreements. Offer letters and employment agreements for key personnel, including all members of the Company's executive team, engineering leadership, and product leadership, to the extent such agreements contain provisions relating to intellectual property ownership, invention assignment, or confidentiality.

6. Employee Handbook. The Company's current Employee Handbook (last revised March 2023), with particular focus on provisions relating to intellectual property ownership, confidentiality, acceptable use of Company technology resources, and obligations upon termination of employment.

7. Diligence Request List Responses. All documents, records, and written responses provided by Ms. Ramanathan and Mr. Tillman in response to the Due Diligence Request List dated November 13, 2023 (items 4.1 through 4.18, relating to intellectual property matters) and the Supplemental Due Diligence Request List dated December 6, 2023 (items S-2.1 through S-2.9, relating to additional contractor agreements and employee

8. Equity Incentive Plan Documents. Stock option agreements and restricted stock unit award agreements under the Company's 2017 Equity Incentive Plan, as amended, to the extent such agreements contain cross-references to or conditions regarding the execution of invention assignment agreements as a condition to the vesting or exercise of equity awards.

9. Corporate Charter Documents. The Company's Amended and Restated Certificate of Incorporation (Delaware Secretary of State File Number 6384291), bylaws, and related corporate governance documents, to the extent relevant to provisions governing the ownership, assignment, or licensing of intellectual property created by officers, directors, or employees of the Company.

10. Miscellaneous. Such other documents and records as were identified during our review as potentially relevant to the IP assignment chain analysis, including internal Company memoranda and email correspondence provided by Ms. Ramanathan concerning the Company's historical practices for onboarding employees and contractors with respect to invention assignment agreements. We note that our review has been based on the

1. Delaware Law Governing Assignment of Inventions and Works-for-Hire. As a Delaware corporation, the Company's contractual arrangements with employees and contractors are generally governed by the law specified in the applicable agreement. The Company's standard form agreements specify Delaware law as the governing law. Delaware does not have a statute restricting employer invention assignment agreements (unlike Cal

2. Federal Copyright Law — Work-for-Hire Doctrine. Under 17 U.S.C. § 101, a "work made for hire" is either (a) a work prepared by an employee within the scope of employment, or (b) a work specially ordered or commissioned for use in one of nine enumerated categories, provided the parties expressly agree in a signed written instrument that the work shall be considered a work made for hire. The work-for-hire doctrine i

3. Federal Patent Law — Assignment Requirements. Under 35 U.S.C. § 261, patent rights may be assigned by an instrument in writing. The Supreme Court's decision in Board of Trustees of the Leland Stanford Junior University v. Roche Molecular Systems, Inc., 563 U.S. 776 (2011), underscored the distinction between a present-tense assignment ("hereby assign") and a promise to assign in the future ("agree to assign"), hol

4. Federal Defend Trade Secrets Act. The Defend Trade Secrets Act of 2016 ("DTSA"), 18 U.S.C. § 1836 et seq., provides a federal civil cause of action for trade secret misappropriation. Importantly, 18 U.S.C. § 1833(b) provides whistleblower immunity for individuals who disclose trade secrets in confidence to government officials or attorneys for the purpose of reporting a suspected violation of law. Under 18 U.S.C.

5. State-Specific Employee Invention Statutes. Several states, including California, Washington, Illinois, Minnesota, North Carolina, and others, have enacted statutes that limit the scope of employee invention assignment agreements. Most significantly for the Company, California Labor Code §§ 2870–2872 provides that an employer may not require an employee to assign inventions developed entirely on the employee's own

6. Industry Best Practices. In addition to the foregoing legal requirements, we have assessed the Company's IP assignment framework against industry best practices for venture-backed SaaS and fintech companies at a comparable stage of growth. These best practices include, among other things, the use of present-tense assignment language, comprehensive work-for-hire designations, broad definitions of assigned intellect

III. Founder Assignment Agreements The assignment of intellectual property from the Company's co-founders is of critical importance to the integrity of the Company's IP ownership chain, as the founders were directly responsible for the conception and early development of the core technology underlying the Platform. We have reviewed the CIIAPAs executed by each co-founder at or around the time of the Company's Delawar

IV. Employee Assignment Agreements A. Current Standard Form Agreement The Company adopted its current form of Confidential Information and Invention Assignment Agreement (the "Standard CIIAA") in approximately mid-2019. Based on our review, the Standard CIIAA was prepared by the Company's then-outside counsel and reflects a comprehensive approach to employee invention assignment that is consistent with prevailing mar

V. Independent Contractor and Consultant Agreements A. Overview Since its incorporation in 2017, the Company has engaged approximately 45 independent contractors and consulting firms across a range of functions. Of these 45 engagements, approximately 18 involved contractors or firms engaged in software development, data engineering, platform architecture, user interface and user experience design, or other activities

VI. Open-Source Software Considerations The IP Diligence Memo dated December 20, 2023 identified the Company's use of various open-source software components in the Platform, including components subject to permissive licenses (e.g., MIT License, Apache License 2.0, BSD licenses) and components subject to copyleft licenses (e.g., GNU General Public License (GPL), GNU Lesser General Public License (LGPL), and GNU Affe

VII. DTSA Compliance The Federal Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) provides a federal civil cause of action for the misappropriation of trade secrets. Section 1833(b) of the DTSA establishes whistleblower immunity protections for individuals who disclose trade secrets in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or in

VIII. Summary of Identified Gaps and Remedial Recommendations A. Table of Issues The following table summarizes the IP assignment gaps and compliance issues identified in this memorandum, together with our assessment of the risk level associated with each issue and our recommended remedial actions: B. Prioritized Remediation Plan Based on the foregoing analysis, we recommend the following phased approach to remediati

1. Missing Employee Agreements. Obtain executed Standard CIIAAs from the three (3) current employees who do not have any invention assignment agreement on file. These agreements should be presented to the affected employees promptly and executed in advance of the Initial Closing.

2. Mehta Confirmatory Assignment. Obtain a confirmatory assignment or written confirmation from Arjun Mehta regarding the prior invention (prototype payment routing algorithm) listed on Schedule A of his CIIAPA, confirming that all derivative works, enhancements, and improvements based on the prior invention have been fully and irrevocably assigned to the Company.

3. Legacy Form Employee Outreach — Phase 1. Begin outreach to the 28 Legacy Form current employees to obtain confirmatory assignment agreements, prioritizing the 12 employees in engineering and product roles. The goal should be to have confirmatory assignments from the 12 engineering/product contributors in hand by the time of the Initial Closing or as promptly thereafter as practicable.

4. Disclosure Schedule. Prepare appropriate disclosure language for the Company Disclosure Schedule to be delivered to the Purchasers in connection with the Note Purchase Agreement (delivery anticipated January 14, 2024). The Disclosure Schedule should address: (a) the Legacy Form "agree to assign" deficiency for pre-2019 employees and former employees; (b) the three missing employee agreements; (c) the two pre-2020

5. Complete Legacy Form Confirmatory Assignments. Complete the execution of confirmatory assignment agreements from all 28 Legacy Form current employees, including the remaining 16 non-engineering employees not covered in Phase 1.

6. Pre-2020 Contractor Outreach (No Assignment Clause). Contact the two (2) pre-2020 contractors who contributed to the API integration layer and who operated under agreements lacking any IP assignment clause. Negotiate and execute retroactive assignment agreements with these contractors.

7. Pinnacle Confirmatory Assignment. Contact Pinnacle Software Solutions Ltd. and negotiate a confirmatory assignment agreement governed by Delaware law, covering all IP created under the