Contract analysis

1. Defined Terms. Capitalized terms used but not otherwise defined in this Disclosure Schedule shall have the meanings ascribed to such terms in the Agreement. All references to "Sections" or "Schedules" are references to Sections of, or Schedules to, the Agreement unless otherwise specified.

2. No Admission of Materiality. The inclusion of any item, matter, or information in this Disclosure Schedule does not constitute an admission by the Company that such item, matter, or information is material, or that such item, matter, or information is required to be disclosed under the Agreement. Certain items, matters, and information have been included in this Disclosure Schedule solely for informational purpose

3. Cross-References and Deemed Disclosures. This Disclosure Schedule is arranged in sections corresponding to the Sections of Article II of the Agreement. Disclosures made with respect to any particular section or subsection of the Agreement shall be deemed to qualify, modify, or provide an exception to any other section or subsection of the Agreement to the extent the relevance of such disclosure to such other secti

4. Headings. The headings and section references contained in this Disclosure Schedule are for convenience of reference only and shall not be deemed to limit, modify, or affect the scope or substance of any disclosure made herein.

5. No Broadening of Representations. The Company's delivery of this Disclosure Schedule shall not be deemed or construed to broaden, expand, or otherwise modify the scope of any representation or warranty contained in the Agreement. Information disclosed in this Disclosure Schedule that is not within the scope of the relevant representation or warranty shall not be deemed to expand the scope of such representation or

6. Approximations. Certain dollar amounts, share numbers, percentages, and financial figures contained in this Disclosure Schedule are approximations and are identified as such where indicated by the use of the word "approximately" or similar language. Such approximations are based on the best information available to the Company as of the date hereof and are provided in good faith.

7. Documents. Any summary or description of a document set forth in this Disclosure Schedule is qualified in its entirety by reference to the full text of such document, copies of which have been made available to the Purchasers and their counsel in the virtual data room established and maintained by the Company in connection with the transactions contemplated by the Agreement (the "Data Room").

8. Knowledge Qualification. Where any disclosure is qualified by the phrase "to the Company's knowledge" or words of similar import, such phrase shall have the meaning ascribed to the defined term "Knowledge of the Company" in the Agreement. SCHEDULE 2.1 Organization and Good Standing The following information is disclosed with respect to the Company's organization and good standing:

1. Full Legal Name and Entity Type. The Company's full legal name is Skybridge Fintech Ltd. The Company is a corporation (C-corporation) incorporated under the laws of the State of Delaware.

2. Delaware Filing Information. Delaware Secretary of State File Number: 6384291 Federal Employer Identification Number (EIN): 83-2147605 Date of Incorporation: March 22, 2017 Registered Agent: Pemberton Industries, 251 Little Falls Drive, Wilmington, Delaware 19808 Registered Office: 1400 Market Street, Suite 2200, Wilmington, Delaware 19801

3. Good Standing. The Company is in good standing under the laws of the State of Delaware. A Certificate of Good Standing was obtained from the Office of the Secretary of State of the State of Delaware on January 11, 2024 (a copy of which has been made available in the Data Room).

4. Principal Place of Business. The Company's principal executive offices are located at 450 Park Avenue South, 14th Floor, New York, New York 10016.

5. Foreign Qualifications. The Company is qualified to transact business as a foreign corporation in good standing in each of the jurisdictions listed below. In each such jurisdiction, the Company either holds money transmission licenses, maintains employees, or otherwise conducts activities that require qualification. The Company's regulatory licenses and related filings are described in greater detail in Schedule 2

6. Subsidiaries. The Company has no subsidiaries. The Company does not own, directly or indirectly, any equity interest in any other corporation, limited liability company, partnership, joint venture, trust, or other entity. SCHEDULE 2.2 Authorization No exceptions. The Company has full corporate power and authority to enter into the Agreement and each of the Related Transaction Documents (as defined in the Agreement

1. Kelvantis Lending Corp. — Loan and Security Agreement Parties: Skybridge Fintech Ltd. (as Borrower) and Kelvantis Lending Corp. (as Lender) Agreement: Loan and Security Agreement, dated August 15, 2022 (the "Kelvantis LSA") Lender Information: Kelvantis Lending Corp. is a Delaware corporation with its principal office at 350 Park Avenue, 18th Floor, New York, New York 10022. The relationship manager for the Kelvan

2. Subordination Agreement. The Notes to be issued pursuant to the Agreement will be subordinated to the obligations of the Company under the Kelvantis LSA pursuant to a Subordination Agreement, to be dated as of January 15, 2024, by and among Kelvantis Lending Corp. (as Senior Lender), the Purchasers (as Subordinated Lenders), and the Company (the "Subordination Agreement"). A copy of the form of Subordination Agree

3. No Other Material Indebtedness. Other than the Kelvantis LSA described above and the Notes to be issued pursuant to the Agreement, the Company has no outstanding indebtedness for borrowed money, purchase money obligations, capitalized lease obligations, guarantees, letters of credit, or similar obligations that are material to the Company, individually or in the aggregate. The Company maintains standard trade paya

1. Audited Financial Statements — Fiscal Year Ended December 31, 2022. The Company has delivered its audited financial statements for the fiscal year ended December 31, 2022 (the "2022 Audited Financials"), consisting of the audited balance sheet as of December 31, 2022, and the related audited statements of operations, changes in stockholders' equity (deficit), and cash flows for the fiscal year then ended, together

2. Reviewed Financial Statements — Nine Months Ended September 30, 2023. The Company has delivered its reviewed (unaudited) financial statements for the nine-month period ended September 30, 2023 (the "Interim Financials"), consisting of the unaudited balance sheet as of September 30, 2023, and the related unaudited statements of operations and cash flows for the nine-month period then ended, together with the notes

3. Key Financial Metrics (as of September 30, 2023). The following key financial and operating metrics are provided for informational purposes as of and for the period ended September 30, 2023: The implied cash runway set forth above is calculated by dividing cash on hand ($18,500,000) by the monthly net cash burn rate ($4,800,000 per month), yielding approximately 3.9 months of runway. This calculation assumes a con

4. No Material Adverse Change. Except as set forth in Schedule 2.6 and as may be attributable to continued operations in the ordinary course of business consistent with the monthly burn rate disclosed above, there has been no material adverse change in the business, assets, financial condition, or results of operations of the Company since September 30, 2023.

5. Post-Bridge Projected Cash Position. Following the closing of the convertible note financing contemplated by the Agreement and the receipt of aggregate gross proceeds of $60,000,000, the Company's projected cash position will be approximately $78,500,000 (calculated as $18,500,000 in existing cash on hand plus $60,000,000 in gross proceeds from the Notes, prior to deduction of transaction expenses). Based on the C

1. Financing Agreements (a) Loan and Security Agreement, dated August 15, 2022, by and between Kelvantis Lending Corp. (as Lender) and Skybridge Fintech Ltd. (as Borrower), as described in Schedule 2.4. (b) Subordination Agreement, to be dated as of January 15, 2024, by and among Kelvantis Lending Corp., the Purchasers, and the Company.

2. Stockholder and Governance Agreements (a) Amended and Restated Investors' Rights Agreement, dated as of July 19, 2021, by and among the Company and the investors party thereto (to be amended by Amendment No. 1, dated as of January 15, 2024). Parties include Crestpoint Seed Partners, L.P., Halcyon Growth Equity, L.P., Ridgeline Ventures Fund III, L.P., and Beacon Hill Capital Partners, LLC, among others. (b) Amende

3. Key Customer Agreements The Company's top ten (10) customer relationships by revenue contribution for the twelve-month period ended September 30, 2023, are set forth below. Certain of these agreements contain anti-assignment clauses or change-of-control provisions as noted; however, the Company has determined that the issuance of the Notes pursuant to the Agreement does not constitute a change of control or assign

4. Key Vendor and Technology Agreements (a) Cloud Hosting Services Agreement with Adriatic Technologies (Meridian Technologies), dated May 1, 2019, as amended (annual spend: approximately $3,600,000). Enterprise discount Program (EDP) commitment through December 31, 2024. (b) Payment Processor Partnership Agreement with Vireo Solutions, dated July 15, 2019, as amended (integrated payment processing; fees based on tra

5. Key Partnership and Channel Agreements (a) Strategic Partnership Agreement with Granite Point Banking Solutions, LLC, dated April 1, 2022 (banking-as-a-service distribution partnership; revenue sharing arrangement). (b) Channel Partner Agreement with Evergreen Technology Consulting Group, Inc., dated August 15, 2022 (referral and implementation partnership; commission-based compensation). (c) Reseller Agreement wi

6. Anti-Assignment and Change-of-Control Provisions. As noted above, certain of the Company's material contracts contain anti-assignment clauses or change-of-control provisions. The Company has reviewed such provisions and has determined that the issuance of the Notes pursuant to the Agreement and the transactions contemplated thereby (including the potential conversion of the Notes into equity securities of the Comp

1. Federal Employer Identification Number. The Company's federal employer identification number (EIN) is 83-2147605.

2. Tax Filing Status. The Company files federal income tax returns as a C-corporation (Form 1120) and files state income tax returns in each state in which it is required to do so based on its nexus and filing obligations. The Company's federal and state income tax returns for the fiscal years ended December 31, 2020, December 31, 2021, and December 31, 2022 have been timely filed (or valid extensions have been obtai

3. No Pending or Threatened Audits. As of the date hereof, there are no pending or, to the Company's knowledge, threatened audits, examinations, assessments, deficiency notices, or disputes with respect to any federal, state, local, or foreign taxes owed by or asserted against the Company. The Company has not received any written notice from any taxing authority regarding any proposed audit, examination, or assessmen

4. Delaware Franchise Tax. The Company's Delaware franchise tax obligations are current. The Company has timely filed its annual franchise tax reports with the Delaware Division of Corporations and has paid all franchise taxes due and payable through the date hereof.

5. State and Local Taxes. The Company is current on all material state and local tax obligations, including income taxes, franchise taxes, sales and use taxes (where applicable), and payroll and employment taxes, in each jurisdiction in which such taxes are due and payable.

6. Section 409A Compliance. The Company has complied in all material respects with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), with respect to all compensatory arrangements subject thereto, including stock options granted under the Plan. All stock options granted by the Company under the Plan have been granted with exercise prices at or above the fair market value of the Company's

7. No Tax Liens. There are no tax liens filed against any of the Company's assets.

8. Withholding. The Company has complied in all material respects with all applicable withholding and reporting obligations with respect to taxes required to be withheld or collected, including federal and state income tax withholding, FICA, FUTA, and state unemployment taxes. SCHEDULE 2.10 Litigation Except as set forth below, there is no pending or, to the Company's knowledge, threatened litigation, arbitration, me

1. Tidewater Payment Systems, Inc. v. Skybridge Fintech Ltd. Forum: United States District Court for the Southern District of New York, Case No. 1:23-cv-08214 Parties: Tidewater Payment Systems, Inc. (Plaintiff) v. Skybridge Fintech Ltd. (Defendant) Nature of Claims: Breach of contract. Plaintiff alleges that the Company improperly terminated a referral agreement and failed to pay referral fees for certain customer i

2. Pre-Litigation Demand — Sentinel Compliance Solutions, LLC Parties: Sentinel Compliance Solutions, LLC (Claimant) and Skybridge Fintech Ltd. (Respondent) Nature of Claims: Sentinel Compliance Solutions, LLC sent a demand letter to the Company, dated October 30, 2023, alleging that the Company's automated compliance monitoring functionality infringes upon a patent held by Sentinel (U.S. Patent No. 10,847,219). The

3. Regulatory Matters. Cross-reference: See Schedule 2.14 for disclosures relating to regulatory matters, including any pending or threatened enforcement actions, consent orders, or material regulatory inquiries. As of the date hereof, no such matters are pending or, to the Company's knowledge, threatened. SCHEDULE 2.11 Employee Matters (a) Employees. As of the date hereof, the Company employs approximately 310 full-

1. Business Description. The Company operates a cloud-based payments orchestration and embedded lending platform. The Company's platform enables enterprise customers to integrate, route, and manage payments across multiple acquiring banks, payment processors, and payment networks through a single API interface. The Company also offers an embedded lending product that enables its customers to offer point-of-sale and w

2. Money Transmission Licenses. The Company holds active money transmission licenses (or equivalent state licenses or authorizations) in the following states. A detailed schedule of all regulatory licenses and filings is attached hereto as Exhibit F.

3. Pending Applications. As of the date hereof, the Company has pending money transmission license applications in the following states: (a) Oregon — Application submitted July 10, 2023; status: under review by the Oregon Division of Financial Regulation. (b) Indiana — Application submitted September 18, 2023; status: under review by the Indiana Department of Financial Institutions. (c) Wisconsin — Application submit

4. Enforcement Actions and Regulatory Inquiries. As of the date hereof, there are no pending or, to the Company's knowledge, threatened enforcement actions, consent orders, cease-and-desist orders, or material regulatory inquiries by any federal or state regulatory authority against or involving the Company or any of its officers or directors. The Company received a routine examination letter from the New York Depart

5. Compliance Programs. The Company maintains comprehensive compliance programs covering the following areas: (a) Anti-Money Laundering (AML). The Company maintains a written AML compliance program in accordance with the Bank Secrecy Act (BSA) and applicable FinCEN regulations, including customer identification program (CIP) procedures, transaction monitoring, suspicious activity reporting (SAR) procedures, and curre