Contract analysis

ARTICLE I — DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below: "Acquisition Proposal" shall have the meaning ascribed to such term in the BCA. "BCA" means that certain Business Combination Agreement, dated as of April 14, 2025, by and among Parent, Merger Sub, and the Company, as it may be amended, restated, supplemented, or otherwise modified from time to time in

ARTICLE II — WRITTEN CONSENT AND APPROVAL

Section 2.1 Written Consent in Favor of Merger. Each Stockholder hereby irrevocably and unconditionally agrees that, within five (5) business days following the date on which the Company delivers to such Stockholder a written consent in the form required by the Company's organizational documents and applicable provisions of the DGCL (including Section 228 thereof), such Stockholder shall duly execute and deliver to t

Section 2.2 Voting Against Competing Proposals. Each Stockholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the Expiration Time, such Stockholder shall vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) with respect to, all Subject Shares beneficially owned by such Stockholder against: (a)

Section 2.3 No Inconsistent Agreements. Each Stockholder hereby covenants and agrees that, during the period commencing on the date hereof and continuing until the Expiration Time, such Stockholder shall not enter into any agreement, arrangement, or understanding (whether written or oral) with any person that would be inconsistent with, violate, or cause a breach of any provision of this Agreement. Without limiting t

Section 2.4 Revocation of Prior Proxies. Each Stockholder hereby revokes any and all prior proxies, powers of attorney, or other authorizations or consents granted by such Stockholder with respect to any of the Subject Shares to the extent that any such proxy, power of attorney, authorization, or consent would conflict with or be inconsistent with the provisions of this Agreement. Each Stockholder represents that any

ARTICLE III — NO-TRANSFER COVENANTS

Section 3.1 Transfer Restrictions. From and after the date hereof until the Expiration Time, no Stockholder shall, directly or indirectly, Transfer any Subject Shares, or take any action that would make any such Transfer, except for Permitted Transfers made in compliance with Section 3.2 hereof. Any purported Transfer of Subject Shares in violation of this Section 3.1 shall be null and void ab initio, and the Company

Section 3.2 Permitted Transfers. Notwithstanding Section 3.1, a Stockholder may Transfer Subject Shares in any of the following circumstances (each, a "Permitted Transfer"): (a) Transfers to Affiliates of the Stockholder; (b) in the case of a Stockholder that is an individual, Transfers to a trust established for the benefit of such Stockholder or such Stockholder's immediate family members (including a spouse, domes

Section 3.3 Encumbrances. During the period commencing on the date hereof and continuing until the Expiration Time, no Stockholder shall, directly or indirectly, pledge, hypothecate, grant any security interest in, create any lien or encumbrance on, or otherwise encumber any of the Subject Shares or any interest therein, except in connection with a Permitted Transfer made in compliance with Section 3.2 hereof. For th

Section 3.4 Legend. Each Stockholder hereby irrevocably consents to the placement by the Company (or the Company's transfer agent) of a restrictive legend on any certificates (or book-entry notations) representing Subject Shares, substantially in the following form (or such other form as the Company and Parent may reasonably agree): "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTI

ARTICLE IV — ADDITIONAL SUPPORT COVENANTS

Section 4.1 No Solicitation; No Discussions. During the period commencing on the date hereof and continuing until the Expiration Time, each Stockholder shall not, and shall cause its officers, directors, employees, agents, representatives, Affiliates, and any persons acting on its behalf (collectively, its "Representatives") not to, directly or indirectly: (a) solicit, initiate, knowingly encourage, or knowingly faci

Section 4.2 Cooperation. Each Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable law to consummate and make effective the transactions contemplated by the BCA as promptly as practicable, including: (a) executing and delivering any additional documents, instruments, conveyances, certif

Section 4.3 Notification of Certain Events. Each Stockholder shall promptly notify the Company and Parent in writing of: (a) any acquisition or disposition of Subject Shares (or any securities convertible into or exercisable for Subject Shares), including without limitation through the exercise of options, warrants, or other convertible securities, conversion of preferred stock, or receipt of shares as compensation,

Section 4.4 Waiver of Appraisal Rights. To the fullest extent permitted by applicable law, each Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise or assert, any rights of appraisal, dissenters' rights, or similar rights under Section 262 of the DGCL or any other provision of applicable law that such Stockholder may have in connection with or as a result of the Merger or the other t

Section 4.5 Confidentiality. Each Stockholder acknowledges that it is bound by, and shall continue to comply in all respects with, any existing confidentiality, non-disclosure, or similar agreement with the Company, Parent, or any of their respective Affiliates, including, without limitation, that certain Mutual Non-Disclosure Agreement, dated as of January 22, 2025, by and between the Company and Parent (the "NDA").

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS Each Stockholder, severally and not jointly, represents and warrants to the Company as of the date hereof as follows:

Section 5.1 Organization and Authority (Entity Stockholders). With respect to each Stockholder that is an entity: (a) Harborview Partners is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Veltrano has full limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the tran

Section 5.2 Authority and Capacity (Individual Stockholder). Priya Chandrasekaran has full legal capacity, right, and authority to execute and deliver this Agreement, to perform her obligations hereunder, and to consummate the transactions contemplated hereby. No consent, approval, authorization, or order of, or filing, registration, or qualification with, any court, governmental authority, or other person is require

Section 5.3 Due Execution and Delivery; Enforceability. This Agreement has been duly and validly executed and delivered by each Stockholder and constitutes the legal, valid, and binding obligation of each Stockholder, enforceable against each Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar

Section 5.4 No Conflicts. The execution, delivery, and performance of this Agreement by each Stockholder, and the consummation by each Stockholder of the transactions contemplated hereby, do not and will not: (a) in the case of the entity Stockholders, violate, conflict with, or result in any breach of any provision of the limited partnership agreement or other organizational documents of such Stockholder; (b) confli

Section 5.5 Ownership of Subject Shares. Each Stockholder represents and warrants that: (a) as of the date hereof, such Stockholder is the record or beneficial owner of the Subject Shares set forth opposite such Stockholder's name on Exhibit A hereto, which sets forth the type of securities (common stock, preferred stock, options, warrants, or other convertible securities), number of shares, and approximate fully dil

Section 5.6 No Litigation. As of the date hereof, no legal proceeding, claim, action, suit, investigation, arbitration, or other proceeding before any court, governmental authority, or arbitral tribunal is pending or, to the knowledge of such Stockholder, threatened against such Stockholder or any of its Affiliates that (a) challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of the tra

Section 5.7 No Other Agreements. No Stockholder is a party to, or bound by, any voting agreement, voting trust, proxy arrangement, stockholders' agreement, or other contract, agreement, arrangement, or understanding (whether written or oral) with respect to the voting, purchase, sale, or other disposition of any Subject Shares, other than (a) this Agreement and (b) the Lock-Up Agreement. No Stockholder has entered in

Section 5.8 Reliance. Each Stockholder understands, acknowledges, and agrees that each of Parent and Merger Sub is entering into the BCA in reliance upon such Stockholder's execution, delivery, and performance of this Agreement and the representations, warranties, covenants, and agreements of such Stockholder set forth herein. Each Stockholder has had the opportunity to review the BCA and this Agreement and has had t

ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to each Stockholder as of the date hereof as follows:

Section 6.1 Organization. Skybridge Fintech Ltd. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on June 15, 2018. The Company has full corporate power and authority to own, operate, and lease its properties and assets and to carry on its business as presently conducted.

Section 6.2 Authority. The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, have been duly and validly authorized by all necessary corpor

Section 6.3 Enforceability. This Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

Section 6.4 No Conflicts. The execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in any breach of any provision of the Company's Second Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, (b) conflict with, result in any violation of,

Section 7.1 Termination Events. This Agreement shall automatically terminate, and thereupon shall be of no further force or effect, without any action required on the part of any Party, upon the earliest to occur of: (a) the Effective Time (at which point the obligations of the Parties hereunder shall be deemed to have been fully performed and discharged); (b) the valid termination of the BCA in accordance with Artic

Section 7.2 Effect of Termination. Upon termination of this Agreement pursuant to Section 7.1, this Agreement shall become void and of no further force or effect, and there shall be no liability on the part of any Party (or any of its respective Representatives, Affiliates, partners, members, stockholders, directors, or officers) with respect hereto or the transactions contemplated hereby; provided, however, that: (a

Section 8.1 Notices. All notices, requests, claims, demands, consents, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) when sent by email (provided that no "bounce-back" or similar error or non-delivery message is received by the sender with respect thereto), or (c) one (1) business day a

Section 8.2 Entire Agreement. This Agreement (together with the BCA, the Lock-Up Agreement dated April 14, 2025, and the other ancillary agreements referenced herein and therein, and the exhibits and schedules hereto and thereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, both written

Section 8.3 Amendments and Waivers. No provision of this Agreement may be amended, modified, supplemented, or waived unless such amendment, modification, supplement, or waiver is set forth in a written instrument that has been signed by the Company, Parent, and each Stockholder affected thereby. The failure of any Party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of suc

Section 8.4 Governing Law. This Agreement, and all claims, causes of action, or proceedings (whether at law, in equity, in contract, in tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to any cho

Section 8.5 Jurisdiction and Venue. Each Party irrevocably and unconditionally (a) submits 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 (Complex Commercial Division), or, if subject matter jurisdiction over the matter that is th

Section 8.6 WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHE

Section 8.7 Specific Performance. The Parties acknowledge and agree that irreparable harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that money damages would not be an adequate remedy for any such breach. Accordingly, each Party shall be entitled to specific performance, an injunction, or other equitab

Section 8.8 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the econ

Section 8.9 Counterparts. This Agreement 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 Agreement by facsimile, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original

Section 8.10 Assignment. No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties, and any purported assignment, delegation, or transfer without such consent shall be null and void; provided, however, that a Stockholder may assign its rights and obligations hereunder in connection with a Permitted Transfer

Section 8.11 No Third-Party Beneficiaries. Except as expressly provided in this Section 8.11, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstand

Section 8.12 Further Assurances. From time to time, each Party shall execute and deliver, or cause to be executed and delivered, such additional or further documents, instruments, conveyances, and other assurances, and shall take, or cause to be taken, all such further actions, as may be reasonably necessary or desirable to carry out and give full effect to the provisions of this Agreement and the transactions contem

Section 8.13 Expenses. Except as otherwise expressly provided in this Agreement or the BCA, each Party shall bear its own costs and expenses (including the fees and expenses of legal counsel, financial advisors, and accountants) incurred in connection with the negotiation, preparation, execution, and performance of this Agreement and the transactions contemplated hereby.

Section 8.14 Stockholder Capacity. Each Stockholder is entering into this Agreement solely in its capacity as a record and/or beneficial holder of Subject Shares, and nothing in this Agreement is intended to or shall be construed to require any Stockholder (or any employee, officer, director, partner, member, manager, or agent of any Stockholder) to take any action in any other capacity, including, without limitation

Section 8.15 Construction. The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references in this Agreement to Articles, Sections, Exhibits, and Schedules shall be deemed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, unless the context otherwise requires. Whenev

1. All share numbers are presented on a fully diluted, as-converted basis, assuming the conversion of all preferred stock and the exercise of all warrants and stock options (whether vested or unvested).

2. The remaining approximately 14.3% of the Company's outstanding equity on a fully diluted basis is held by other members of the management team, employees, and other stockholders who are not parties to this Agreement.

3. Any additional shares of common stock, preferred stock, or other securities of the Company (or securities convertible into or exercisable for shares of common stock) acquired by any Stockholder after the date hereof and prior to the Expiration Time shall automatically be deemed "Subject Shares" for all purposes of this Agreement, without the need for any amendment or supplement hereto.

4. The approximate fully diluted ownership percentages set forth above are based on a total of 44,800,000 shares of the Company's capital stock outstanding on a fully diluted, as-converted basis as of the date hereof. EXHIBIT B FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT (this "Joinder"), dated as of ___, 20_, is executed and delivered by the undersigned (the "Transferee") in connection with that certain Company

1. Joinder. The Transferee hereby acknowledges that it has received and reviewed a copy of the Support Agreement and agrees that, effective as of the date hereof, the Transferee shall become a "Stockholder" under the Support Agreement and shall be bound by all of the terms, conditions, covenants, obligations, restrictions, and agreements set forth in the Support Agreement as if the Transferee were an original signato

2. Representations and Warranties. The Transferee hereby represents and warrants to the Company and Parent as follows: (a) Organization and Authority. [If the Transferee is an entity:] The Transferee is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has full power and authority to execute, deliver, and perform its obligations under this Joinder and t