Contract analysis

ARTICLE I — NAME The name of the corporation is Skybridge Fintech Ltd. (the "Corporation").

ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 1600 Market Street, Suite 2200, Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's registered agent at such address is the registered agent currently on file with the Secretary of State of the State of Delaware. The Corporation may, from time to time, des

ARTICLE III — PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to the conduct, promotion, and attainment of the business, purposes, and activities of the Corporation.

ARTICLE IV — AUTHORIZED CAPITAL STOCK

Section 4.1 — Authorized Shares The total number of shares of all classes of capital stock that the Corporation is authorized to issue is Forty-Five Million Five Hundred Thousand (45,500,000) shares, consisting of: (a) Thirty Million (30,000,000) shares of Common Stock, par value $0.0001 per share (the "Common Stock"); and (b) Fifteen Million Five Hundred Thousand (15,500,000) shares of Preferred Stock, par value $0.

Section 4.2 — Rights, Preferences, Privileges, and Restrictions of Preferred Stock The following rights, preferences, privileges, restrictions, and other matters relating to the Preferred Stock shall apply:

Section 4.2.1 — Dividends. ##### (a) Series B Preferred Dividends. Holders of shares of Series B Preferred shall be entitled to receive, when, as, and if declared by the Board of Directors of the Corporation (the "Board"), out of any assets of the Corporation legally available therefor, dividends at the rate of eight percent (8%) per annum of the Series B Original Issue Price (as defined below) per share of Series B

Section 4.2.2 — Liquidation Preference. ##### (a) Definitions. For purposes of this Section 4.2.2 and this Certificate of Incorporation generally: "Liquidation Event" shall mean (i) any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, or (ii) a Deemed Liquidation Event (as defined below). "Deemed Liquidation Event" shall mean, unless the holders of at least a majority of t

Section 4.2.3 — Conversion. ##### (a) Optional Conversion. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the applicable Original Issue Price for such series of Prefe

Section 4.2.4 — Anti-Dilution Adjustments. ##### (a) Weighted-Average Broad-Based Anti-Dilution. If the Corporation shall issue or sell, or shall in accordance with the provisions of Section 4.2.4(b) be deemed to have issued or sold, Additional Shares of Common Stock (as defined in Section 4.2.4(b) below) at a price per share that is less than the then-applicable Conversion Price for any series of Preferred Stock in

Section 4.2.5 — Voting Rights. ##### (a) General Voting Rights. Each holder of outstanding shares of Preferred Stock shall be entitled to cast, on all matters submitted to a vote of the stockholders of the Corporation, the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holder are then convertible as of the record date for determining stockhold

Section 4.2.6 — Protective Provisions. ##### (a) Series B Protective Provisions. In addition to any other vote or consent required herein or by law, the Corporation shall not, and shall not permit any subsidiary of the Corporation to, directly or indirectly, without the prior written consent or the affirmative vote at a meeting called for such purpose of the holders of at least a majority of the then-outstanding shar

Section 4.2.7 — Redemption. The shares of Preferred Stock are not redeemable at the option of the holders thereof. There are no mandatory redemption provisions applicable to any shares of Preferred Stock. Nothing in this Section 4.2.7 shall be construed to limit the Corporation's ability to repurchase shares of Preferred Stock from holders thereof on a voluntary, negotiated basis, subject to compliance with the prote

Section 4.2.8 — No Reissuance of Preferred Stock. No share or shares of Preferred Stock acquired by the Corporation by reason of conversion pursuant to Section 4.2.3, repurchase, redemption, or otherwise shall be reissued as shares of such series. All such shares shall be retired and shall revert to the status of authorized but unissued shares of Preferred Stock of the Corporation, undesignated as to series, and may

Section 4.2.9 — Notices. Any notice required or permitted to be given to holders of Preferred Stock pursuant to this Article IV or otherwise under this Certificate of Incorporation shall be in writing and shall be deemed effectively given upon (a) personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not sen

Section 4.3 — Common Stock (a) General. Each holder of shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock held by such holder on all matters submitted to a vote of the stockholders of the Corporation. Subject to the preferential dividend rights of the holders of Preferred Stock set forth in Section 4.2.1 above, holders of shares of Common Stock shall be entitled to receive dividen

ARTICLE V — BYLAWS The Board of Directors of the Corporation is expressly authorized to adopt, amend, or repeal the Bylaws of the Corporation. The stockholders of the Corporation shall also have the power to adopt, amend, or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or by t

ARTICLE VI — BOARD OF DIRECTORS

Section 6.1 — Number of Directors. The number of directors of the Corporation shall be five (5). The authorized number of directors may be changed only in accordance with this Certificate of Incorporation and the Bylaws of the Corporation, and subject in all events to the protective provisions set forth in Section 4.2.6 of this Certificate of Incorporation (including, without limitation, the requirement of consent of

Section 6.2 — Classification. The Board of Directors shall not be divided into classes. All directors shall be elected at each annual meeting of stockholders of the Corporation and shall hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier resignation, removal, or death, except as otherwise provided in Section 4.2.5 of t

Section 6.3 — Written Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes o

ARTICLE VII — LIMITATION OF LIABILITY To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader exculpation than permitted prior thereto), no director of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person (an "Indemnitee") who was or is a party to, or is threatened