Contract analysis

I. Purpose and Background The purpose of this memorandum is to summarize the material differences between (i) the initial draft term sheet circulated by Whitfield, Pratt & Soo LLP ("WPS") on behalf of Ridgeline Ventures Fund IV, L.P. ("Ridgeline") and the investor syndicate on November 20, 2023 (the "Initial Draft"), and (ii) the revised term sheet incorporating Calderwood & Harkness LLP's ("C&H") comments on behalf

II. Summary of Agreed Terms (No Material Changes Between Drafts) The following terms remained substantively unchanged between the Initial Draft and the Revised Draft. While C&H made certain clarifying and conforming edits to certain of these provisions (as noted in Section IV below), the economic and structural substance of these terms is agreed between the parties: The Investor allocation schedule also remained unch

III. Material Differences and Open Negotiation Points The following subsections describe, for each material difference between the Drafts, (i) the position taken in the Initial Draft, (ii) the counter-position taken in the Revised Draft, (iii) the rationale advanced by or attributable to C&H and the Company, and (iv) the current status of the point. A. Change of Control Provision Initial Draft (WPS/Ridgeline Position

I. Fee Provisions Initial Draft (WPS/Ridgeline Position): The Initial Draft provided that the Company shall reimburse the lead investor's legal fees and expenses incurred in connection with the transaction, subject to a cap of $150,000, for work performed by Whitfield, Pratt & Soo LLP. Revised Draft (C&H/Skybridge Position): C&H proposed a reduction of the investor counsel fee reimbursement cap from $150,000 to $100,

IV. Minor / Conforming Differences In addition to the material negotiation points summarized in Section III above, C&H's Revised Draft included the following minor and conforming corrections:

1. Company Legal Name. C&H revised the definition of "Company" from "Skybridge Fintech, Inc." (as incorrectly stated in the Initial Draft) to the correct legal name "Skybridge Fintech Ltd." This correction is essential and should be carried through to all definitive documentation. The Company is organized as a limited company under the laws of the State of Delaware, and the use of the incorrect "Inc." suffix in the I

2. Company Address. C&H reviewed the Company's address as stated in the Initial Draft (1400 Market Street, Suite 2200, Wilmington, DE 19801) and confirmed that it is correct. No change was made.

3. Fully Diluted Share Count. C&H updated the fully diluted share count reference from "approximately 48 million" (as stated in the Initial Draft) to "approximately 48,500,000" for greater precision. This more precise figure is based on the Company's most recent capitalization table (as of November 15, 2023), which reflects all outstanding shares of common stock, all outstanding shares of Series A, Series B, and Seri

4. Company Identification. C&H added the Company's Employer Identification Number (EIN: 83-2147605) and Delaware File Number (6384291) to the Company identification section of the term sheet. These additions are consistent with standard practice and will facilitate preparation of the definitive documents.

5. Interest Rate Computation Basis. C&H revised the interest rate computation language to clarify that interest is calculated on a 365-day year basis (actual/365). The Initial Draft referenced a 360-day year basis, which is inconsistent with the parties' agreed economic term of 600 basis points simple interest computed on an actual/365 basis. On a $60,000,000 principal amount, the difference between actual/360 and ac

V. Negotiation Strategy Recommendations Based on our review of the Drafts and our assessment of the relative bargaining positions and market practice, we recommend the following prioritization framework for the remaining open negotiation points: Priority 1 — Hold Firm. We recommend that the Company hold firm on the following positions, which we believe are supported by market practice, sound commercial reasoning, and

VI. Next Steps The following action items are proposed in connection with the finalization of the term sheet and the transition to definitive documentation:

1. Client Direction Call. Schedule a call with Priya Ramanathan (General Counsel, Skybridge) and David Lindstrom (CFO, Skybridge) to review the open points identified in this memorandum and obtain client direction on negotiation priorities. Target date: December 3, 2023. The call should address, at minimum, the Company's position on the Change of Control multiple, the maturity repayment period and acceleration mechan

2. Internal Review. Circulate this memorandum to Victoria Chambers and Leonard Ashford for review and comment. Any revisions to the recommended negotiation strategy should be communicated prior to the client direction call on December 3, 2023.

3. WPS Response. Prepare and circulate a formal written response to WPS (Graham Whitfield / Danielle Kwon) with the Company's proposed resolution of each open point, targeting agreement on the final form of the term sheet by December 4, 2023. The response should be in the form of a revised markup of the Revised Draft, incorporating the Company's final positions as directed by Priya Ramanathan.

4. Definitive Documentation. Upon execution of the final term sheet, commence preparation of the initial draft Note Purchase Agreement and the form of Convertible Promissory Note for circulation to WPS and the Investor syndicate by December 11, 2023. The Note Purchase Agreement should incorporate all agreed term sheet provisions and should include representations, warranties, conditions to closing, and other customar

5. IP Diligence. Coordinate with Peter Vassiliev and Wendy Schultz on the intellectual property due diligence workstream, which was added to our engagement scope pursuant to the engagement letter amendment dated December 1, 2023. The IP diligence will need to be substantially complete prior to the circulation of the definitive documents to permit inclusion of appropriate IP-related representations and warranties.

VII. Appendix: Side-by-Side Comparison Table The following table presents a comprehensive term-by-term comparison of the Initial Draft and the Revised Draft, covering all terms addressed in Sections II through IV of this memorandum. This memorandum is a privileged and confidential attorney work product prepared by Emory, Castillo, Voss & Chung LLP for the sole use of the addressees identified herein. This memorandum