Contract analysis

I. Executive Summary This memorandum summarizes the findings of our employee and benefits due diligence review conducted in connection with the proposed $60,000,000 convertible promissory note bridge financing of Skybridge Fintech Ltd. (the "Company" or "Skybridge"). The financing is to be led by Ridgeline Ventures Fund IV, L.P. ("Ridgeline"), with additional participation from existing investors, and is expected to

II. Scope and Methodology Documents Reviewed In conducting our employee and benefits due diligence review, we reviewed the following categories of documents, each as produced by the Company through its virtual data room (Thackeray Solutions, Workspace "Skybridge — Project Apex") as of December 18, 2023:

1. Executive employment agreements for each of the Company's five named executive officers: Arjun Mehta (CEO & Co-Founder), Elena Vasquez (CTO & Co-Founder), David Lindstrom (CFO), Priya Ramanathan (General Counsel), and Marcus Tillman (VP, Corporate Development);

2. Standard-form offer letter templates used for non-executive employees, together with a sample of approximately twenty (20) executed offer letters selected across departments;

3. The Company's Employee Handbook (most recent version, revised August 2023);

4. The Skybridge Fintech Ltd. 2017 Equity Incentive Plan (the "Plan"), as amended through the Fourth Amendment dated March 15, 2023, together with all board resolutions authorizing the adoption, amendment, and share reserve increases of the Plan;

5. Form of Stock Option Agreement (Incentive Stock Option) and Form of Stock Option Agreement (Non-Qualified Stock Option), together with selected individual option grant packages for both executive and non-executive employees;

6. The Section 409A independent valuation report dated September 15, 2023, prepared by Atlas Valuation Services, Inc. (the "409A Report");

7. Employee benefit plan documents and summary plan descriptions ("SPDs") for the Company's health and welfare plans (medical, dental, vision, life insurance, AD&D, short-term disability, long-term disability, FSA, and HSA) and the Skybridge Fintech Ltd. 401(k) Plan;

8. The most recent Form 5500 filing for the Skybridge Fintech Ltd. 401(k) Plan (plan year ending December 31, 2022);

9. Representative independent contractor agreements and consulting agreements (approximately fifteen (15) agreements reviewed);

10. Separation and severance agreement templates and a sample of executed separation agreements;

11. Non-compete and non-solicitation agreements and provisions (as incorporated in executive employment agreements and the standard PIIA);

12. The Company's standard-form Proprietary Information and Inventions Assignment Agreement (current version and the prior version used before 2018);

13. Summary of I-9 records and internal I-9 audit results;

14. Payroll records summary provided by the Company's payroll processor;

15. Workers' compensation insurance policies and certificates of insurance for all states in which the Company maintains employees;

16. Correspondence with the Equal Employment Opportunity Commission ("EEOC") and state civil rights agencies, if any; and

17. Internal HR compliance memoranda and related correspondence. Interviews Conducted In addition to the foregoing document review, we conducted interviews with the following individuals: • Priya Ramanathan, General Counsel, Skybridge Fintech Ltd., who provided context on the Company's employment practices, pending or threatened claims, and the Company's approach to compliance across multiple jurisdictions; • Marcus

III. Workforce Overview A. Employee Headcount and Distribution As of the date of this review, the Company employs approximately 310 full-time employees. The Company does not employ any part-time employees as a matter of current practice, though the Employee Handbook does not prohibit part-time arrangements. The Company's headcount has grown from approximately 85 employees at the end of 2019 to the current level of ap

IV. Employment Agreements and Offer Letters A. Executive Employment Agreements We reviewed the employment agreements for each of the Company's five named executive officers. The key terms and observations for each are summarized below.

1. Arjun Mehta, CEO & Co-Founder Mr. Mehta's employment is governed by an at-will employment agreement dated April 3, 2017, as amended on June 12, 2020, and further amended on November 8, 2022. The agreement includes the following material provisions: • At-Will Status: The agreement expressly provides that Mr. Mehta's employment is at will and may be terminated by either party at any time, with or without cause, subj

2. Elena Vasquez, CTO & Co-Founder Ms. Vasquez's employment is governed by an at-will employment agreement dated April 3, 2017, as amended on June 12, 2020, and further amended on November 8, 2022. The agreement is substantially similar in structure and terms to Mr. Mehta's agreement, with the following notable provisions: • At-Will Status: Confirmed. • Confidentiality: Comprehensive confidentiality obligations consi

3. David Lindstrom, CFO Mr. Lindstrom's employment is governed by an at-will employment agreement dated March 1, 2021, as amended on November 8, 2022. Key provisions include: • At-Will Status: Confirmed. • Confidentiality: Standard confidentiality obligations. • Non-Solicitation: Twelve (12) month post-termination non-solicitation provision applicable to employees, customers, and prospective customers. Notably, Mr. L

4. Priya Ramanathan, General Counsel Ms. Ramanathan's employment is governed by an at-will employment agreement dated September 15, 2021. The agreement contains standard confidentiality, non-solicitation, and PIIA provisions. Severance entitlements upon a qualifying termination consist of six (6) months of continued base salary and COBRA coverage, subject to a general release of claims. The agreement does not contain

5. Marcus Tillman, VP, Corporate Development Mr. Tillman's employment is governed by an at-will employment agreement dated January 10, 2022. The agreement contains standard confidentiality, non-solicitation, and PIIA provisions. Severance entitlements upon a qualifying termination consist of six (6) months of continued base salary, subject to a general release of claims. As with Ms. Ramanathan, Mr. Tillman's equity a

V. Equity Incentive Plan and Stock Option Grants A. Plan Overview The Company's equity compensation program is governed by the Skybridge Fintech Ltd. 2017 Equity Incentive Plan (the "Plan"), originally adopted by the Board of Directors on April 3, 2017, and approved by the Company's stockholders on the same date. The Plan has been amended on four occasions: the First Amendment dated March 20, 2019 (share reserve incr

Section 422 Compliance for ISOs: For options designated as ISOs, we reviewed compliance with the requirements of Section 422 of the Internal Revenue Code, including: • The $100,000 annual vesting limit: The aggregate fair market value (determined as of the grant date) of shares with respect to which ISOs first become exercisable by an optionee during any calendar year may not exceed $100,000. Based on our review, the

VI. Section 409A Valuation and Compliance A. Most Recent 409A Valuation The Company's most recent Section 409A valuation was prepared by Atlas Valuation Services, Inc. (contact: Martin Khoury, Managing Director). The valuation report is dated September 15, 2023 (the "409A Report"), and concludes that the fair market value ("FMV") of the Company's common stock as of September 15, 2023, is $8.42 per share. The 409A Rep

Section 409A Penalties: Based on our review, no evidence of any stock options granted below FMV or other Section 409A violations has been identified. The Company's 409A compliance posture appears sound. Recommendation: The Company should obtain an updated 409A valuation from Atlas Valuation Services, Inc. promptly following the closing of the $60,000,000 convertible note bridge financing and before granting any addit

VII. Employee Benefit Plans A. Health and Welfare Plans The Company sponsors a comprehensive suite of health and welfare benefit plans for its full-time employees. The plans and their key features are summarized below. Medical Insurance: The Company's group medical insurance plan is provided through Meridian Health Insurance Co. The Company offers two plan options — a PPO plan and a high-deductible health plan ("HDHP

VIII. Employment Law Compliance A. Wage and Hour Compliance We reviewed the Company's compliance with federal and state wage and hour laws, including the Fair Labor Standards Act ("FLSA") and applicable state equivalents. FLSA Classification: We reviewed the Company's classification of employees as exempt or non-exempt under the FLSA and applicable state wage and hour laws. Based on our review of representative job d