Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the results of our review of the material contracts of Skybridge Fintech Ltd. ("Skybridge" or the "Company") undertaken in connection with the proposed $60,000,000 convertible promissory note bridge financing to be led by Ridgeline Ventures Fund IV, L.P. (together with any additional purchasers party to the Note Purchase Agreement, the "Purchasers").

II. Methodology and Scope of Review A. Universe of Contracts Reviewed The universe of contracts reviewed in connection with this memorandum was assembled by the Company's legal and corporate development teams and made available through the Data Room. Priya Ramanathan, General Counsel, and Marcus Tillman, VP, Corporate Development, served as the primary points of contact for purposes of identifying, collecting, and pr

1. Customer and Revenue-Generating Agreements. Subscription agreements, payment processing addenda, master service agreements, order forms, and related documents governing the Company's relationships with its customers, with particular focus on the Company's top 20 customers by annualized recurring revenue ("ARR").

2. Vendor and Technology Supplier Agreements. Agreements with cloud infrastructure providers, payment networks and third-party payment processors, data providers, and third-party software licensors that are material to the Company's payments orchestration and embedded lending platform.

3. Strategic Partnership and Channel Agreements. Partnership agreements, co-marketing and integration agreements, referral agreements, and channel distribution agreements through which the Company expands distribution of its platform.

4. Debt and Financing Agreements. The Company's existing Loan and Security Agreement with Kelvantis Lending Corp., together with all related security agreements, promissory notes, and ancillary documents, as well as any other outstanding credit facilities or indebtedness instruments.

5. Real Property Leases. Lease agreements for the Company's headquarters and satellite office locations.

6. Employment-Related Agreements. Executive employment agreements, offer letters, consulting agreements, and related arrangements. Note: A detailed analysis of employment and benefits matters is set forth in the Employee & Benefits Diligence Memorandum dated December 21, 2023, prepared by our colleagues in the Employment and Benefits practice group. This memorandum summarizes key observations relevant to the converti

7. IP-Related Agreements. intellectual property licenses, assignments, open-source software compliance matters, and related agreements. Note: A detailed analysis of IP matters is set forth in the IP Diligence Memorandum dated December 20, 2023, prepared by Peter Vassiliev and Wendy Schultz of our intellectual Property Transactions group. This memorandum cross-references that analysis where relevant but does not dupli

8. Insurance Contracts. Directors and officers liability insurance, general commercial liability, cyber liability, errors and omissions, and related policies. Note: A detailed analysis of insurance coverage is set forth in the Insurance Coverage Review Memorandum dated December 23, 2023. This memorandum summarizes key observations relevant to the convertible note financing. C. Key Provisions Analyzed Across all categ

III. Debt and Financing Agreements A. Kelvantis Lending Corp. — Loan and Security Agreement The Company's sole material outstanding debt instrument is a Loan and Security Agreement dated August 15, 2022, between Kelvantis Lending Corp. ("Kelvantis"), as lender, and Skybridge Fintech Ltd., as borrower (the "Kelvantis LSA"). The key terms and provisions relevant to the proposed convertible note financing are summarized

IV. Customer Agreements A. Overview Skybridge operates a cloud-based payments orchestration and embedded lending platform that serves mid-market e-commerce companies. The Company's platform enables its customers to integrate multiple payment methods, optimize payment routing, manage fraud detection, and access embedded lending products through a unified API. As of the end of Q3 2023, the Company reported the followin

V. Vendor and Technology Supplier Agreements A. Overview We reviewed the Company's material vendor and technology supplier agreements to identify provisions that may be affected by or relevant to the proposed convertible note financing. The Company's payments orchestration and embedded lending platform relies on a number of critical third-party technology and service providers, including cloud infrastructure provider

VI. Strategic Partnership and Channel Agreements A. Overview Skybridge has entered into several strategic partnership and referral/channel agreements designed to expand distribution of its payments orchestration and embedded lending platform. These agreements typically involve API integrations with partner platforms, co-marketing arrangements, and revenue-sharing structures that incentivize partner referrals. We revi

VII. Real Property Leases A. Headquarters Lease The Company's principal executive offices are located at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801, pursuant to an office lease agreement (the "Headquarters Lease") between Market Street Partners LLC (as landlord) and the Company (as tenant). The key terms of the Headquarters Lease are summarized below: • Premises: Approximately 18,500 rentable square f

VIII. Employment and Consulting Agreements A detailed analysis of the Company's employment agreements, benefit plans, equity compensation arrangements, and related matters is set forth in the Employee & Benefits Diligence Memorandum dated December 21, 2023, prepared by our colleagues in the Employment and Benefits practice group at Calderwood & Harkness LLP. We cross-reference that memorandum for comprehensive treatm

IX. Insurance Contracts A detailed analysis of the Company's insurance coverage is set forth in the Insurance Coverage Review Memorandum dated December 23, 2023, prepared under separate cover. We cross-reference that memorandum and provide here only a summary of observations relevant to the convertible note financing. Directors & Officers Insurance. The Company maintains a directors and officers ("D&O") liability ins

X. Contracts Requiring Specific Action Prior to Closing Based on our comprehensive review of the Company's material contracts, we have identified the following contracts requiring specific action prior to the closing of the convertible note financing: A. Kelvantis Lending Corp. — Consent Required As described in detail in Section III.A above, the Loan and Security Agreement dated August 15, 2022, between Kelvantis Le

1. Lender Consent and Waiver. Obtain Kelvantis's written consent to the incurrence of the convertible note indebtedness, together with a limited waiver of Section 7.1 of the Kelvantis LSA to the extent necessary to permit the issuance of the convertible notes.

2. Subordination Agreement. Execute the Subordination Agreement among Kelvantis (as senior lender), the Purchasers (as subordinated noteholders), and the Company, confirming the subordinated and unsecured nature of the convertible notes and establishing the priority of Kelvantis's claims relative to the Purchasers' claims. Status: A consent request letter was transmitted to Theodore "Ted" Marsh at Kelvantis on Decemb

XI. Contracts with Potential Future Triggers The following table summarizes the contracts identified in our review that contain change-of-control or assignment provisions which, while not triggered by the convertible note issuance, could be triggered upon: (a) conversion of the notes into equity securities at the planned Series D equity financing (estimated Q3–Q4 2024); (b) a separate Change of Control transaction (s

XII. Disclosure Schedule Recommendations Based on our review of the Company's material contracts, we recommend disclosure of the following items on the Company Disclosure Schedule to be prepared and delivered by the Company under the Note Purchase Agreement:

1. Existing Indebtedness. The Kelvantis Lending Corp. Loan and Security Agreement dated August 15, 2022, including the outstanding principal balance (approximately $10,625,000 as of December 1, 2023), the blanket first-priority lien on substantially all assets of the Company, the maturity date (August 15, 2025), and the material covenants and restrictions contained therein. This disclosure should appear on the schedu

2. Customer Agreements with Change-of-Control Provisions. The eight customer agreements identified in Section IV.B of this memorandum that contain change-of-control provisions granting the customer the right to terminate upon a Change of Control. This disclosure should appear on the schedule corresponding to the Company's representation regarding the absence of conflicts or required consents, to the extent such repre

3. Payment Processor Agreements with Change-of-Control and Assignment Restrictions. The two payment network and processor agreements identified in Section V.C of this memorandum that contain change-of-control and/or assignment provisions. These agreements are critical to the Company's operations and should be disclosed on the applicable schedules.

4. Strategic Partnership Agreement with Exclusivity and Change-of-Control Provisions. The co-marketing and integration agreement with the E-Commerce Partner described in Section VI.B of this memorandum, including the mutual exclusivity provisions and the change-of-control termination right. This agreement should be disclosed on the schedule corresponding to the Company's representations regarding material contracts a

5. Enterprise Software License with Change-of-Control Termination Right. The enterprise software license agreement identified in Section V.D of this memorandum. This agreement should be disclosed on the applicable schedule.

6. Executive Employment Agreements with Change-of-Control Acceleration Provisions. The employment agreements for Mr. Mehta, Ms. Vasquez, Mr. Lindstrom, Ms. Ramanathan, and Mr. Tillman, each of which contains change-of-control equity acceleration provisions. These agreements should be disclosed on the schedule corresponding to the Company's representations regarding employee and benefits matters. We recommend coordina

XIII. Recommendations and Next Steps Based on our review and analysis, we recommend the following actions:

1. Kelvantis Consent. Continue to pursue and obtain the lender consent and waiver from Kelvantis Lending Corp. prior to the closing of the convertible note financing. Calderwood & Harkness LLP is actively engaged with Kelvantis's counsel at Grayson & Holt LLP to finalize the consent letter and the Subordination Agreement. We anticipate that consent will be obtained prior to the targeted closing date, but we recommend

2. No Other Pre-Closing Consents Required. Based on our review, no customer, vendor, partner, landlord, or other third-party consent or waiver is required for the issuance of the convertible promissory notes. The Company may proceed with the convertible note financing without obtaining any consents other than the Kelvantis consent described above, subject to the execution of the Subordination Agreement at closing.

3. Series D and Future Transactions. In connection with the planned Series D equity financing round (estimated Q3–Q4 2024) and any future Change of Control transaction, the Company should conduct a refreshed and comprehensive analysis of the change-of-control and assignment provisions in its material contracts to determine whether consents, waivers, or notifications are required. This analysis should be updated to re

4. Disclosure Schedule. The Company should prepare disclosure schedule entries for the contracts identified in Section XII of this memorandum for inclusion in the Company Disclosure Schedule to be delivered under the Note Purchase Agreement. We recommend that the Company work closely with Calderwood & Harkness LLP and with Ridgeline Ventures' counsel to ensure that the Disclosure Schedule is complete and accurate, an