Contract analysis

Section 1: Summary of Principal Terms 1.1 Issuer / Company Name: Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware. Employer Identification Number (EIN): 83-2147605 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

Section 2: Conversion Terms 2.1 Qualified Financing (Automatic Conversion) A "Qualified Financing" shall mean a bona fide equity financing transaction in which the Company raises aggregate gross proceeds of at least $80,000,000 (eighty million dollars) from the sale and issuance of shares of its preferred stock to investors, in one or more closings, whether in a single round or a series of related transactions. For t

Section 3: Closing Mechanics 3.1 Closings. The Company and the Purchasers anticipate that the issuance and sale of the Notes will be consummated in an Initial Closing and one or more subsequent closings (each, a "Subsequent Closing," and together with the Initial Closing, the "Closings"). The terms applicable to each closing are as follows: Initial Closing. The initial closing (the "Initial Closing") is anticipated t

Section 4: Additional Terms 4.1 Subordination. The Notes shall be subordinated in right of payment to the Company's existing $15,000,000 venture debt facility with Kelvantis Lending Corp. pursuant to the Loan and Security Agreement between the Company and Kelvantis Lending Corp. dated August 15, 2022 (as amended, restated, or otherwise modified from time to time, the "Kelvantis Facility"). The subordination of the No

Section 5: Other Provisions 5.1 Governing Law This Term Sheet, and any disputes arising hereunder or in connection herewith, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. 5.2 Dispute Resolution Each party irrevocably and un

Section 6: Binding Provisions Notwithstanding the non-binding nature of the other provisions of this Term Sheet, the following provisions shall constitute binding and enforceable obligations of the parties upon execution of this Term Sheet by the Company and the Lead Investor (and, with respect to the co-investors, upon their respective acknowledgment and agreement hereto): (a) Confidentiality (Section 5.5); (b) Gove