Contract analysis

I. Executive Summary Calderwood & Harkness LLP has completed a comprehensive corporate due diligence review of Skybridge Fintech Ltd. in connection with the proposed Bridge Financing. The scope of the review encompassed entity formation and organizational documents, certificates of good standing and foreign qualification, governance documents and records, historical board of directors and stockholder actions, capital

II. Scope and Methodology Documents Reviewed. In conducting this corporate due diligence review, Calderwood & Harkness LLP reviewed the following categories of documents, each as made available by the Company through the Pemberton Systems virtual data room established for the Bridge Financing (the "Data Room"), supplemented by certain documents provided directly by the Company's General Counsel: (a) Organizational Do

III. Entity Formation and Organizational Documents A. Certificate of Incorporation Original Incorporation. Skybridge Fintech Ltd. was incorporated in the State of Delaware on March 14, 2017, by the filing of an original Certificate of Incorporation with the Delaware Secretary of State. The original Certificate of Incorporation was filed by incorporating attorney Rachel S. Tannenbaum of Apex Startup Law Group, PC, and

1. Certificate of Amendment, dated October 2, 2018 — Filed in connection with the Series A Preferred Stock financing. This amendment increased the authorized shares of common stock from 10,000,000 to 30,000,000 shares and designated 6,500,000 shares of the authorized preferred stock as "Series A Preferred Stock," setting forth the rights, preferences, privileges, and restrictions of the Series A Preferred Stock, incl

2. Amended and Restated Certificate of Incorporation, dated March 28, 2020 — Filed in connection with the Series B Preferred Stock financing. This amended and restated charter increased the authorized shares of common stock from 30,000,000 to 50,000,000 shares, designated an additional 5,000,000 shares of preferred stock as "Series B Preferred Stock," and set forth the rights, preferences, privileges, and restriction

3. Second Amended and Restated Certificate of Incorporation, dated July 9, 2021 — Filed in connection with the Series C Preferred Stock financing. This second amended and restated charter further increased the authorized shares of common stock from 50,000,000 to 75,000,000 shares, designated an additional 8,000,000 shares of preferred stock as "Series C Preferred Stock," and set forth the rights, preferences, privile

IV. Good Standing and Foreign Qualifications A. Delaware Good Standing A Certificate of Good Standing from the Delaware Secretary of State is scheduled to be obtained on or about January 11, 2024. While the certificate has not yet been received as of the date of this memorandum, we note the following: (i) based on the Company's representations and documentary evidence provided (including Delaware franchise tax paymen

V. Governance — Board of Directors A. Current Board Composition The Board of Directors currently consists of seven (7) members. The following table sets forth the current directors, their respective roles, and the capacity in which each serves: The board composition is governed by the Voting Agreement, which provides for (i) two (2) Common Stock Directors to be designated by the holders of common stock, (ii) one (1)

VI. Governance — Stockholder Actions A. Review of Stockholder Consents and Minutes We have reviewed all stockholder meeting minutes and written consents in lieu of meeting from the date of incorporation through December 2023. The Company has not held any formal meetings of its stockholders. All stockholder actions have been taken by written consent in lieu of meeting, in reliance on DGCL § 228, which permits corporat

VII. Existing Investor Agreements A. Amended and Restated Investors' Rights Agreement The Amended and Restated Investors' Rights Agreement, dated July 9, 2021 (the "IRA"), is among Skybridge, the founders (Arjun Mehta and Elena Vasquez), Crestpoint Seed Partners, L.P., Halcyon Growth Equity, L.P., Ridgeline Ventures Fund III, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund I, L.P., and the other in

VIII. Capitalization A. Authorized Share Capital As set forth in the Current Charter, the Company is authorized to issue a total of 98,000,000 shares of capital stock, consisting of the following: In addition, the Company has reserved 8,000,000 shares of common stock for issuance under the Skybridge Fintech Ltd. 2017 Equity Incentive Plan, as amended and restated. These reserved shares are drawn from the authorized b

IX. Equity Incentive Plan A. Plan Terms The Company adopted the Skybridge Fintech Ltd. 2017 Equity Incentive Plan (the "Plan") on September 8, 2017, which was approved by the Board of Directors and the stockholders. The Plan has been amended and restated on three occasions: (i) April 15, 2019, to increase the share reserve in connection with the Series A financing; (ii) February 10, 2020, to increase the share reserv