Contract analysis

1. Introductory Paragraph The undersigned, David Okonkwo, hereby certifies that he is the duly elected and acting Chief Financial Officer of Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal executive offices located at 1600 Market Street, Suite 2200, Wilmington, Delaware 19801, and bearing Federal Employer Identification Number 84

2. Certification Regarding Representations and Warranties (a) The undersigned hereby certifies, on behalf of the Company, that all representations and warranties of the Company contained in Article II of the Purchase Agreement (including, without limitation, all representations and warranties set forth in Sections 2.1 through 2.24 thereof) are true and correct in all material respects as of the date of the Purchase A

3. Certification Regarding Conditions to Closing (b) The undersigned hereby certifies, on behalf of the Company, that all conditions precedent to the obligations of the Purchasers to consummate the transactions contemplated by the Purchase Agreement that are required to be satisfied or performed by the Company on or prior to the Closing Date have been duly and fully satisfied or, where applicable, have been waived in

4. Certification Regarding No Material Adverse Effect (c) The undersigned hereby certifies, on behalf of the Company, that since March 31, 2022 (being the date of the Company's most recent audited and unaudited financial statements provided to the Purchasers in connection with the Purchase Agreement, which financial statements reflect last-twelve-months annual recurring revenue ("LTM ARR") of Eighteen Million Six Hun

5. Certification Regarding Capitalization The undersigned hereby certifies, on behalf of the Company, that, immediately prior to the Closing, the Company's capitalization on a fully diluted basis consists of an aggregate of Twenty-Three Million Four Hundred Thousand (23,400,000) shares, comprised of the following: Upon consummation of the Series B financing contemplated by the Purchase Agreement and the issuance of S

7. Introductory Paragraph The undersigned, Claire Whitmore, hereby certifies that she is the duly appointed and acting Secretary of Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal executive offices located at 1600 Market Street, Suite 2200, Wilmington, Delaware 19801. The undersigned also serves as the Co-Founder and Chief Techno

8. Certification Regarding Certificate of Incorporation (i) Attached hereto as Exhibit A is a true, complete, and correct copy of the Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd. (the "Restated Certificate"), as duly adopted by the Board of Directors of the Company and approved by the requisite stockholders of the Company in accordance with the applicable provisions of the General Corpo

9. Certification Regarding Bylaws (ii) Attached hereto as Exhibit B is a true, complete, and correct copy of the Bylaws of Skybridge Fintech Ltd. (the "Bylaws"), as currently in effect as of the Closing Date. The Bylaws have not been amended, modified, restated, or supplemented since February 8, 2019, the date of the last amendment thereto, and remain in full force and effect as of the Closing Date. No action has bee

10. Certification Regarding Board Resolutions (iii) Attached hereto as Exhibit C is a true, complete, and correct copy of the Unanimous Written Consent of the Board of Directors of Skybridge Fintech Ltd. in Lieu of Special Meeting (the "Board Consent"), dated July 18, 2022, adopted in accordance with Section 141(f) of the DGCL and the Bylaws of the Company. The Board Consent was duly executed by all members of the Bo

11. Certification Regarding Incumbency and Specimen Signatures (iv) The following persons are the duly elected or appointed officers of Skybridge Fintech Ltd. as of the date hereof, each holding the office set forth opposite his or her respective name below, and the signature appearing opposite each such person's name is the true, correct, and genuine signature of such person: Each of the foregoing officers has been

12. Certification Regarding Good Standing (v) Attached hereto as Exhibit D is a Certificate of Good Standing (or Certificate of Status) for Skybridge Fintech Ltd. issued by the Secretary of State of the State of Delaware (the "Good Standing Certificate"), dated within five (5) business days of the Closing Date (July 18, 2022). The Good Standing Certificate confirms that the Company is duly incorporated, validly exist

13. Certification Regarding No Conflicts The undersigned further certifies that, to her knowledge after due inquiry, the execution and delivery by the Company of the Purchase Agreement, the Amended and Restated Investors' Rights Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement, the Amended and Restated Voting Agreement, and each of the other transaction documents contemplated thereby,

14. Post-Closing Board Composition The undersigned further certifies that, upon the Closing and giving effect to the transactions contemplated by the Purchase Agreement and the appointment described in Section 10(e) above, the Board of Directors of the Company shall consist of the following five (5) members, as provided for in and governed by the terms of the Amended and Restated Voting Agreement: The independent dir

15. Additional Certifications The undersigned further certifies, on behalf of the Company, as follows: Transfer Agent. The transfer agent and registrar for the capital stock of the Company is Ledgermark Transfer Services, Inc., located at 250 Royall Street, Canton, Massachusetts 02021 (the "Transfer Agent"). The Transfer Agent has been duly instructed by the Company to issue stock certificates (or, if applicable, boo