Contract analysis

1. PARTIES 1.1 Issuer / Company Skybridge Fintech Ltd. ("Skybridge" or the "Company"), a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Principal Office: 1400 Market Street, Suite 2200 Wilmington, DE 19801 Business Description: The Company operates a cloud-based payments orchestration and embedded lending platform designed to serve mid-market e-commerce com

2. TRANSACTION OVERVIEW Type of Security: Convertible promissory notes (the "Notes"). Aggregate Principal Amount: Sixty Million United States Dollars ($60,000,000). Structure: The proposed transaction is structured as a convertible note bridge financing, intended to provide the Company with growth capital and operational runway in advance of a planned Series D equity financing round, which the Company and the Purchas

3. ALLOCATION AMONG PURCHASERS The aggregate principal amount of the Notes shall be allocated among the Purchasers as follows: The allocation set forth above is subject to adjustment by mutual agreement of the Company and the Lead Investor prior to the execution of the definitive Note Purchase Agreement. Any additional Purchasers admitted in a subsequent closing pursuant to Section 12.3 below shall execute a joinder

4. KEY ECONOMIC TERMS 4.1 Interest Rate The Notes shall bear interest at a rate of 6.00% per annum (600 basis points), computed on the basis of simple interest and a 365-day year. Interest shall accrue from the date of issuance of each Note and shall not be payable in cash during the term of the Notes. All accrued but unpaid interest shall either (a) convert into equity securities of the Company in connection with a

5. CONVERSION MECHANICS 5.1 Automatic Conversion — Qualified Financing Definition of "Qualified Financing." For purposes of this term sheet and the definitive Note Purchase Agreement, a "Qualified Financing" shall mean a bona fide equity financing round (which is anticipated to be a Series D Preferred Stock financing) in which the Company raises at least $80,000,000 in aggregate gross proceeds from new equity capital

6. CHANGE OF CONTROL 6.1 Definition For purposes of this term sheet and the definitive Note Purchase Agreement, a "Change of Control" shall mean any of the following events: (i) A merger, consolidation, or other business combination of the Company with or into another entity, other than a transaction in which the holders of the Company's outstanding voting securities immediately prior to such transaction continue to

7. MOST FAVORED NATION (MFN) PROVISION 7.1 MFN Right If, at any time after the date of issuance of the Notes and prior to the Maturity Date, the Company issues any convertible promissory note, simple agreement for future equity ("SAFE"), or other convertible debt or equity instrument (each, a "Subsequent Convertible Instrument") on terms that are more favorable to the holders thereof than the terms of the Notes, incl

8. SUBORDINATION 8.1 Subordination to Senior Debt The Notes and all obligations of the Company thereunder shall be subordinated in right of payment to the Company's existing senior indebtedness under that certain Loan and Security Agreement, dated as of August 15, 2022, by and between Kelvantis Lending Corp. ("Kelvantis") and Skybridge Fintech Ltd. (as amended, restated, supplemented, or otherwise modified from time

9. SECURITY The Notes shall constitute unsecured obligations of the Company. No assets of the Company shall be pledged, hypothecated, or otherwise encumbered as collateral to secure the obligations of the Company under the Notes. The Notes shall rank pari passu among themselves and shall be subordinated to the Senior Debt as set forth in Section 8 above.

10. REPRESENTATIONS AND WARRANTIES 10.1 Company Representations and Warranties The Company shall make customary representations and warranties in the Note Purchase Agreement, including but not limited to the following: (a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power an

11. CONDITIONS TO CLOSING 11.1 Conditions to the Purchasers' Obligations The obligations of the Purchasers to purchase the Notes and fund the aggregate purchase price at the Closing shall be subject to the satisfaction (or waiver by the Lead Investor on behalf of the Purchasers) of each of the following conditions: (a) The representations and warranties of the Company set forth in the Note Purchase Agreement shall be

12. CLOSING MECHANICS 12.1 Closing Date The initial closing of the transactions contemplated by this term sheet (the "Closing") shall occur on or about January 15, 2024 (the "Closing Date"), subject to the satisfaction or waiver of all conditions precedent set forth in Section 11 above. The Closing Date may be extended by mutual agreement of the Company and the Lead Investor if additional time is required to satisfy

13. USE OF PROCEEDS The net proceeds from the issuance and sale of the Notes shall be used by the Company for the following purposes: (a) General corporate purposes, including working capital, sales and marketing, and general operating expenses; (b) Continued product development, including investments in the Company's cloud-based payments orchestration and embedded lending platform; (c) Bridge to Planned Series D, pr

14. INFORMATION RIGHTS Each Purchaser holding Notes with an aggregate principal amount of at least $5,000,000 (or any Purchaser that holds such amount on an as-converted basis) shall be entitled to receive the following financial and operating information from the Company, subject to the execution of customary confidentiality undertakings: (a) Annual Audited Financial Statements. The Company's audited annual financia

15. PREEMPTIVE / PRO RATA RIGHTS Each Purchaser shall be granted a pro rata right to participate in the Qualified Financing (anticipated to be the Planned Series D) based on such Purchaser's pro rata share of the Notes, calculated on an as-converted basis at the Valuation Cap price. Such preemptive rights are intended to allow each Purchaser to maintain its proportionate economic interest in the Company in connection

16. TRANSFER RESTRICTIONS The Notes may not be transferred, assigned, pledged, hypothecated, or otherwise disposed of by any holder without the prior written consent of the Company, which consent may be withheld in the Company's sole discretion, except for transfers: (a) To an affiliate of the transferring Purchaser (as defined in Rule 405 under the Securities Act), provided that such affiliate agrees in writing to b

17. GOVERNING LAW AND DISPUTE RESOLUTION Governing Law. This term sheet and the definitive Note Purchase Agreement, the Notes, and all related transaction documents shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Exclusive Jurisdiction. Each party hereby submits to the exclusive jurisdiction of (a) the Court of Chancery of the

18. EXPENSES Each party shall bear its own costs and expenses incurred in connection with the negotiation, documentation, and consummation of the transactions contemplated by this term sheet and the definitive transaction documents, except as follows: (a) Investor Legal Fees. The Company shall reimburse the reasonable and documented legal fees and out-of-pocket disbursements of Whitfield, Pratt & Soo LLP (counsel to

19. REGULATORY FILINGS The Company shall file a Form D with the United States Securities and Exchange Commission (the "SEC") within fifteen (15) calendar days following each Closing (including any subsequent closing), in accordance with the requirements of Rule 503 of Regulation D under the Securities Act. The Company shall make all required state blue sky filings and notice filings in each jurisdiction in which the

20. CONFIDENTIALITY This term sheet and its contents, including all schedules and exhibits hereto, are confidential and may not be disclosed, distributed, or disseminated to any third party without the prior written consent of both the Company and the Lead Investor, except: (a) To each party's respective legal, financial, tax, and accounting advisors, to the extent reasonably necessary for such advisors to provide ad

21. NON-BINDING NATURE; EXCLUSIVITY 21.1 Non-Binding Nature This term sheet is non-binding and is intended solely as a basis for further discussion among the parties. Except as expressly set forth in this Section 21 (with respect to Exclusivity) and in Sections 18 (Expenses) and 20 (Confidentiality), no binding obligations shall arise from this term sheet unless and until definitive transaction documents are negotiat

22. EXISTING CAPITALIZATION SUMMARY The following summary is provided for reference purposes only and is based on information provided by the Company. The accuracy and completeness of the capitalization information shall be confirmed through due diligence and shall be the subject of the Company's representations and warranties in the definitive Note Purchase Agreement. 22.1 Prior Financing Rounds 22.2 Capital Structu

23. COMPANY COUNSEL Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Responsible Partner: Victoria Chambers Of Counsel (ECVC / Substantive Corporate Lead): Leonard Ashford Calderwood & Harkness LLP serves as outside corporate counsel to Skybridge Fintech Ltd. and has prepared this term sheet on behalf of the Company. All inquiries and communications regarding the legal aspects of the transactions con

24. INVESTOR COUNSEL Whitfield, Pratt & Soo LLP One Federal Street, 26th Floor Boston, MA 02110 Lead Partner: Graham Whitfield Whitfield, Pratt & Soo LLP serves as outside counsel to the Lead Investor, Ridgeline Ventures Fund IV, L.P., and to the Purchaser syndicate in connection with the transactions contemplated by this term sheet. SIGNATURE PAGE The undersigned parties hereby acknowledge and agree to the terms set