Contract analysis

Section 1.1 — Defined Terms. Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the IRA. In addition to the defined terms set forth in the IRA, the following terms shall have the meanings set forth below for all purposes of this Amendment and the IRA, as amended hereby: "Amendment" means this Amendment No. 1 to the Amended and Restated Inves

Section 1.2 — Interpretation. Unless the context otherwise requires, all references in this Amendment to "Sections" are to Sections of the IRA, as amended by this Amendment, unless otherwise expressly indicated. The headings and captions contained in this Amendment are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Amendment or any provision hereof. All reference

ARTICLE 2 — JOINDER OF NEW INVESTORS

Section 2.1 — Joinder. Each New Investor hereby acknowledges that it has received and reviewed a complete copy of the IRA and, by executing this Amendment, hereby becomes a party to the IRA as an "Investor" thereunder, effective as of the date of this Amendment. Without limiting the generality of the foregoing, Northstar Innovation Fund II, L.P., a Delaware limited partnership, with its principal office at 555 Califo

Section 2.2 — Schedule of Investors. The Schedule of Investors attached to the IRA is hereby amended and supplemented to add the New Investors, together with their respective addresses and notice information, as set forth in Exhibit A attached hereto. From and after the date of this Amendment, the Schedule of Investors, as so amended and supplemented, shall be the Schedule of Investors for all purposes of the IRA, as

Section 2.3 — Existing Investor Affiliates. The Parties hereby acknowledge and agree that Ridgeline Ventures Fund IV, L.P., a Delaware limited partnership, with its principal office at 800 Boylston Street, 34th Floor, Boston, MA 02199, is an affiliate of Ridgeline Ventures Fund III, L.P., an Existing Investor and party to the IRA. Ridgeline Ventures Fund IV, L.P. is a Purchaser under the Note Purchase Agreement and,

ARTICLE 3 — AMENDMENT TO INFORMATION RIGHTS

Section 3.1 — Extension of Information Rights to Purchasers. Section [●] of the IRA (Information Rights / Covenants of the Company) is hereby amended and supplemented to include the Purchasers (and their respective permitted transferees of Notes) as holders entitled to receive the following financial information from the Company, subject to the threshold requirements set forth in Section 3.2 of this Amendment: (a) An

Section 3.2 — Threshold for Information Rights. Information rights under Section 3.1 of this Amendment shall be available to each Purchaser (or permitted transferee of Notes) that holds Notes (or Conversion Shares issued upon conversion thereof) with an aggregate original principal amount of at least Five Million Dollars ($5,000,000) (the "Information Rights Threshold"). For the avoidance of doubt, each of the four P

Section 3.3 — Confidentiality Obligations. Each Purchaser receiving information pursuant to Section 3.1 of this Amendment shall be bound by the confidentiality provisions set forth in Section [●] of the IRA, with the same force and effect as if such Purchaser were an original party to such confidentiality provisions. In addition, each Purchaser shall execute and deliver any additional confidentiality undertaking reas

Section 3.4 — Termination of Information Rights. The information rights granted under this Article 3 shall terminate upon the earliest to occur of the following: (a) the closing of a Qualified Financing, at which point successor information rights, if any, shall be governed by the definitive agreements for such Qualified Financing and the Purchasers' (or, following conversion of the Notes, former Purchasers') rights

Section 3.5 — Inspection Rights. In addition to the information rights set forth in Section 3.1, each Purchaser holding Notes (or Conversion Shares) with an aggregate original principal amount of at least Ten Million Dollars ($10,000,000) shall have the right, upon reasonable prior written notice to the Company of not less than five (5) business days, to visit and inspect the Company's properties, to examine the Comp

ARTICLE 4 — PRO RATA PARTICIPATION RIGHTS

Section 4.1 — Grant of Pro Rata Rights. Section [●] of the IRA (Right of First Offer / Pro Rata Participation Rights) is hereby amended and supplemented to grant each Purchaser (and, following conversion of the Notes, each holder of Conversion Shares) a pro rata right to participate in any issuance by the Company of New Securities (as defined in the IRA), on the same terms and conditions as granted to the Existing In

Section 4.2 — Exercise of Pro Rata Rights. The Company shall provide written notice (a "Pro Rata Notice") to each Purchaser entitled to pro rata participation rights pursuant to Section 4.1 at least fifteen (15) days prior to the proposed issuance date of any New Securities, which notice shall set forth in reasonable detail (a) the type and class of New Securities proposed to be issued, (b) the price per share and ot

Section 4.3 — Exceptions to Pro Rata Rights. The pro rata participation rights granted under this Article 4 shall not apply to any issuance of New Securities that constitutes an Excluded Issuance, as defined in the IRA, including without limitation: (a) shares of Common Stock (and options or warrants to purchase shares of Common Stock) issued or issuable to employees, officers, directors, consultants, or advisors of

Section 4.4 — Termination of Pro Rata Rights. The pro rata participation rights granted under this Article 4 shall terminate upon the earliest to occur of the following: (a) the conversion of all outstanding Notes into Conversion Shares in connection with a Qualified Financing, at which point the Purchasers' (or, following such conversion, the holders of Conversion Shares') pro rata participation rights, if any, shal

ARTICLE 5 — ADDITIONAL COVENANTS

Section 5.1 — Board Observer Rights. [Note: This Section 5.1 is an open negotiation point. Investor counsel (Whitfield, Pratt & Soo LLP — Graham Whitfield / Danielle Kwon) may request broader observer rights or designation rights. The following represents the Company's initial proposal and is subject to further discussion.] The Company shall permit one (1) representative designated by [Ridgeline Ventures Fund IV, L.P

Section 5.2 — Notice of Certain Events. The Company shall provide prompt written notice to the Purchasers (at the addresses set forth in Exhibit B hereto or as otherwise specified by the Purchasers in writing) upon the occurrence of any of the following events: (a) Qualified Financing. The commencement of any Qualified Financing or any proposed Qualified Financing, including the delivery of a term sheet or letter of

Section 5.3 — Use of Proceeds. The Parties acknowledge that the use of proceeds from the issuance and sale of the Notes is governed by the applicable covenants set forth in the Note Purchase Agreement. Without limiting the foregoing, the Company covenants that the proceeds of the Notes shall be used for general corporate purposes, working capital, and product development, consistent with the Company's business plan,

ARTICLE 6 — REGISTRATION RIGHTS

Section 6.1 — Registrable Securities. The definition of "Registrable Securities" in the IRA is hereby amended and supplemented to include the Conversion Shares issuable upon conversion of the Notes in accordance with their terms and the terms of the Note Purchase Agreement. From and after the date on which any Notes are converted into Conversion Shares in accordance with their terms, such Conversion Shares shall be t

Section 6.2 — Conditions. Notwithstanding anything in Section 6.1 to the contrary, the registration rights with respect to the Conversion Shares shall become effective only upon the actual conversion of the Notes into equity securities of the Company in accordance with the terms of the Notes and the Note Purchase Agreement, and only to the extent that the Conversion Shares constitute "restricted securities" within th

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Company Representations. The Company hereby represents and warrants to each of the Investors as of the date of this Amendment as follows: (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 (DE File Number 6384291). The Company has the requisite corporate power and authority to own, lease, and ope

Section 7.2 — Investor Representations. Each Investor executing this Amendment hereby represents and warrants to the Company and to each other Investor as of the date of this Amendment that (a) such Investor has the requisite power and authority (corporate, partnership, limited liability company, or otherwise, as applicable) to execute and deliver this Amendment and to perform its obligations hereunder, (b) the execu

Section 8.1 — Effect on IRA. Except as expressly amended, modified, or supplemented by this Amendment, the IRA shall remain in full force and effect and is hereby ratified and confirmed in all respects. Nothing herein shall be deemed to constitute a waiver of any rights or remedies of any Party under the IRA, except as expressly set forth in this Amendment. In the event of any conflict or inconsistency between the te

Section 8.2 — Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The governing law pro

Section 8.3 — Dispute Resolution. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware), or, in the case of claims arising unde

Section 8.4 — Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic transmission in portable document format (.pdf) or other electronic format shall be effective as delivery of an o

Section 8.5 — Entire Agreement. The IRA, as amended by this Amendment, together with the Note Purchase Agreement, the Notes, and the other transaction documents executed and delivered in connection with the transactions contemplated by the Note Purchase Agreement (collectively, the "Transaction Documents"), constitutes the entire agreement of the Parties with respect to the subject matter hereof and thereof and super

Section 8.6 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Amendment shall be in writing and shall be delivered in accordance with the notice provisions of the IRA. For purposes of this Amendment: (a) Notices to the Company shall be sent to: Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801 Attention: Priya R

Section 8.7 — Amendments and Waivers. Any provision of this Amendment (or of the IRA, as amended by this Amendment) may be amended, modified, or supplemented, and the observance thereof may be waived (either generally or in a particular instance, and either retroactively or prospectively), only by a written instrument signed by the Company and the Requisite Holders (as defined in the IRA, as amended by this Amendment

Section 8.8 — Severability. If any provision of this Amendment is held to be illegal, invalid, or unenforceable under any present or future law, rule, or regulation, (a) such provision shall be fully severable, (b) this Amendment shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Amendment shall remain in full

Section 8.9 — Fees and Expenses. Each Party shall bear its own costs and expenses (including the fees and disbursements of its counsel, accountants, and other advisors) incurred in connection with the negotiation, execution, delivery, and performance of this Amendment and the transactions contemplated hereby; provided, however, that the Company shall reimburse the reasonable and documented legal fees and out-of-pocke