Contract analysis

1. INTEREST 1.1 Interest Rate. This Note shall bear simple interest on the outstanding Principal Amount at a rate of six percent (6.00%) per annum (600 basis points), calculated on the basis of a 365-day year and the actual number of days elapsed from and including the date of issuance of this Note to but excluding the date on which the Principal Amount is converted or repaid in full. Interest shall not be compounded

2. MATURITY 2.1 Maturity Date. The entire outstanding Principal Amount of this Note, together with all accrued and unpaid interest thereon, shall become due and payable on the date that is twenty-four (24) months from the date of issuance set forth above (the "Maturity Date"), which is anticipated to be January 15, 2026, unless this Note is earlier converted pursuant to Section 4 or Section 5 hereof, or earlier repai

3. PAYMENTS 3.1 Manner of Payment. All payments of principal and interest due under this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Holder shall designate in writing to the Company from time to time. The Company shall initiate any payment required hereunder no later than 12:00 p.m. (Eastern Time) on the date such payment is

4. AUTOMATIC CONVERSION UPON QUALIFIED FINANCING 4.1 Definition of Qualified Financing. For purposes of this Note, "Qualified Financing" means the next bona fide equity financing of the Company (following the date of issuance of the Notes) in which the Company issues and sells shares of its Preferred Stock (the "Next Round Preferred Stock") in a single transaction or a series of related transactions, with aggregate g

5. OPTIONAL CONVERSION AT MATURITY 5.1 Holder Election at Maturity. If no Qualified Financing has occurred on or before the Maturity Date, then at the Maturity Date, each Holder shall have the right, exercisable in its sole and absolute discretion, to elect either: (a) Conversion. To convert all (but not less than all) outstanding Principal Amount and accrued and unpaid interest under this Note into shares of the Com

6. CHANGE OF CONTROL 6.1 Definition of Change of Control. For purposes of this Note, "Change of Control" means the occurrence of any of the following events: (i) a merger, consolidation, recapitalization, or other reorganization of the Company (whether or not the Company is the surviving entity) in which the stockholders of the Company immediately prior to such transaction hold, immediately following the consummation

7. MOST FAVORED NATION 7.1 MFN Right. If, at any time after the date of this Note and prior to the earlier of (a) the conversion of this Note in full pursuant to Section 4 or Section 5, or (b) the Maturity Date, the Company issues any convertible promissory notes, simple agreements for future equity ("SAFEs"), or other convertible debt instruments (each, a "Subsequent Convertible Instrument") on terms that are, taken

8. SUBORDINATION 8.1 Subordination to Senior Indebtedness. The Holder acknowledges and agrees that the indebtedness evidenced by this Note (including all principal, accrued interest, and any other amounts payable hereunder) is and shall be subordinated in right of payment, to the extent and in the manner set forth in this Section 8 and in the Subordination Agreement (as defined below), to all obligations of the Compa

9. EVENTS OF DEFAULT 9.1 Events of Default Defined. Each of the following events shall constitute an "Event of Default" under this Note: (a) Payment Default. The Company's failure to pay any amount of principal or interest due under this Note within five (5) business days after the date on which such payment is due and payable; (b) Breach of Representations or Covenants. A material breach by the Company of any repres

10. REPRESENTATIONS AND WARRANTIES OF THE COMPANY The representations and warranties of the Company are set forth in Article 3 of the Note Purchase Agreement and are incorporated herein by this reference as though set forth in full herein. The Company hereby reaffirms each such representation and warranty as of the date of issuance of this Note.

11. COVENANTS OF THE COMPANY The Company hereby covenants and agrees that, from the date of this Note until the earlier of (x) the conversion of all Notes then outstanding in full pursuant to Section 4 or Section 5 hereof or (y) the Maturity Date (or, if later, the date on which all amounts owing under the Notes have been paid or satisfied in full): (a) Corporate Existence. The Company shall maintain its corporate ex

12. TRANSFER RESTRICTIONS 12.1 Restrictions on Transfer. This Note may not be offered, sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of (each, a "Transfer") without the prior written consent of the Company, which consent may be withheld in the Company's sole discretion, except that the Holder may, without the Company's consent, Transfer this Note to an affiliate of the Holder (as defined i

13. AMENDMENT AND WAIVER 13.1 Amendment. Any provision of this Note may be amended, modified, or supplemented only by a written instrument signed by the Company and the Requisite Holders (Holders holding a majority-in-interest of the aggregate outstanding principal amount of all Notes then outstanding). Any such amendment, modification, or supplement shall be binding upon the Company and all Holders of the Notes, reg

14. GOVERNING LAW This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws 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.

15. JURISDICTION AND VENUE 15.1 Exclusive Jurisdiction. Each of the Company and the Holder 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 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, if subjec

16. WAIVER OF JURY TRIAL EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE, THE NOTE PURCHASE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE COMPANY AND THE HOLDER CERTIFIES AND ACKNOWLEDGES THAT (

17. NOTICES All notices, demands, requests, consents, approvals, and other communications required or permitted under this Note shall be in writing and shall be delivered to the applicable party at the addresses set forth below (or at such other address as such party may designate by written notice to the other party in accordance with this Section 17): If to the Company: Skybridge Fintech Ltd. 1400 Market Street, Su

18. SUCCESSORS AND ASSIGNS Subject to the transfer restrictions set forth in Section 12 hereof, this Note shall be binding upon and inure to the benefit of the Company and the Holder and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither the Company nor the Holder may assign this Note or any rights or obligations hereunder without compliance with Secti

19. SEVERABILITY If any provision of this Note, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and the remaining provisions of this Note shall remain in full force and effect and

20. ENTIRE AGREEMENT This Note, together with the Note Purchase Agreement and the other documents and instruments executed and delivered in connection therewith (including the Subordination Agreement), constitutes the entire agreement between the Company and the Holder with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers,

21. NO STOCKHOLDER RIGHTS Nothing contained in this Note shall be construed as conferring upon the Holder, prior to the conversion of this Note into shares of the Company's capital stock in accordance with the terms hereof, any rights as a stockholder of the Company, including without limitation any right to vote on any matter submitted to a vote of stockholders, to receive dividends or other distributions, to exerci

22. LOST OR DESTROYED NOTE Upon receipt by the Company of (a) evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Note, and (b) in the case of loss, theft, or destruction, an indemnity agreement or bond in form and substance reasonably satisfactory to the Company (or, in the case of mutilation, the surrender and cancellation of the mutilated Note), the Company shall