Contract analysis

I. Purpose and Summary This memorandum identifies and tracks all required state securities ("blue sky") notice filings in connection with the issuance by Skybridge Fintech Ltd. ("Skybridge" or the "Company") of convertible promissory notes in the aggregate principal amount of $60,000,000 (the "Notes") pursuant to the Note Purchase Agreement dated January 15, 2024, by and among the Company and the purchasers named the

II. Identification of Applicable States A. Basis for State Determination The determination of which states require notice filings in connection with the offering of the Notes is based on the following factual analysis. Issuer Domicile. The Company is a Delaware corporation with its principal place of business located at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801. As the state of incorporation of the i

III. State-by-State Filing Requirements and Status This Part III provides a detailed, state-by-state analysis of the applicable notice filing requirements, deadlines, fees, required materials, and current filing status for each of the five jurisdictions identified in Part II above. A. Delaware. Applicable Law. Delaware Securities Act, 6 Del. C. § 7309(b)(14); Delaware Blue Sky Regulation D exemption. Section 7309(b)(

IV. Filing Tracker — Summary Table The following table summarizes the state notice filing requirements, deadlines, fees, and current status for each of the five applicable jurisdictions: Total Estimated State Filing Fees: Approximately $1,850 (aggregate of all five states, assuming maximum applicable fees in Massachusetts and Illinois). Fee Allocation. All state filing fees are to be borne by Skybridge Fintech Ltd. a

V. Federal Form D Filing Status For completeness and to provide context for the state notice filings discussed herein, the following summarizes the status of the Company's federal Form D filings with the SEC. Initial Form D Filing. The Company filed a Form D with the SEC on January 16, 2024, one day after the Initial Closing on January 15, 2024. Rule 503(a) of Regulation D requires the filing of a Form D with the SEC

VI. Observations and Recommendations A. Timing Considerations Four of the five state notice filings — Delaware, Massachusetts, Illinois, and Washington — share a common filing deadline of January 30, 2024, which is 15 days after the first sale of Notes at the Initial Closing on January 15, 2024. We recommend that all four of these filings be batch-submitted no later than January 28, 2024, which is two business days p

VII. Action Items Based on the foregoing analysis, we recommend the following immediate action items:

1. Submit Delaware, Massachusetts, Illinois, and Washington notice filings by January 28, 2024. All four of these filings share a common deadline of January 30, 2024. Submitting two business days in advance of the deadline provides a reasonable margin for administrative delays. Each filing package should include the applicable Form D, Consent to Service of Process (executed by an authorized officer of the Company), a

2. Prepare and submit California notice filing by February 7, 2024. The California filing has a deadline of February 10, 2024. Submitting three calendar days in advance of the deadline provides adequate lead time. The California filing should be based on the Form D amendment filed January 29, 2024 and should include the California Form D-notice, Consent to Service of Process, and filing fee. Nina Reyes will coordinat

3. Confirm with Illinois Secretary of State's office whether an amended filing is needed to reflect Final Closing amounts. The initial Illinois notice filing will be based on the Form D as originally filed, which reported $10,000,000 sold to Beacon Hill. Because an additional $5,000,000 was sold to Beacon Hill at the Final Closing, we need to determine whether an amended filing is required. Nina Reyes will contact th

4. Coordinate with David Lindstrom (CFO) to arrange payment of aggregate state filing fees (~$1,850). All filing fees should be paid by Skybridge Fintech Ltd. as disbursements under the engagement letter. Nina Reyes will coordinate with Mr. Lindstrom to arrange for the issuance of checks or wire transfers in the required amounts, payable to the appropriate state agencies. A schedule of payees and amounts will be prov

5. Calendar follow-up dates for each state to confirm receipt and processing of filings. For each state filing, we will calendar a follow-up date approximately 15 business days after submission to confirm that the filing has been received and processed by the applicable state agency. If any state agency notifies us of a deficiency or requests supplemental information, we will address such requests promptly.

6. Retain copies of all filed forms, fee receipts, and acknowledgments for inclusion in the closing binder. All original and copies of filed notice forms, Consent to Service of Process forms, filing fee checks or wire transfer confirmations, and any acknowledgment letters or processing confirmations received from state agencies should be retained and included in the closing binder for the bridge financing. The closin

VIII. Appendices The following appendices are attached hereto and incorporated by reference into this memorandum: Appendix A — Form D (as filed January 16, 2024) A copy of the initial Form D filing made with the SEC on January 16, 2024, in connection with the Initial Closing of $45,000,000. This filing reported three purchasers (Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, and Halcyon Growth E