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Contract analysis / board-resolutions-sbf.docx
board-resolutions-sbf.docx
High · 1
Medium · 0
Standard · 1
Section 1. Identification of Certifying Officer
Standard
⚑ Commercial term
Section 1. Identification of Certifying Officer The undersigned, Tomás Reyes, is the duly appointed, qualified, and acting General Counsel and Secretary of Skybridge Fintech Ltd. I am authorized to execute this Secretary's Certificate and to make the certifications and representations contained herein on behalf of the Company. I have access to, and have reviewed, the corporate books and records of the Company in conn
Section 2. Good Standing and Organization
Section 2. Good Standing and Organization I hereby certify that Skybridge Fintech Ltd. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was originally incorporated under the name "Skybridge Financial Technologies, Inc." on March 14, 2018, and changed its name to "Skybridge Fintech Ltd." by amendment to its Certificate of Incorporation filed w
Section 3. Certificate of Incorporation and Bylaws
Section 3. Certificate of Incorporation and Bylaws I hereby certify that the Certificate of Incorporation of the Company, as amended and restated (the "Charter"), and the Amended and Restated Bylaws of the Company (the "Bylaws"), each as amended through the date hereof, are in full force and effect. True, correct, and complete copies of the Charter and the Bylaws, as currently in effect, are on file in the corporate
Section 4. Incumbency of Directors
Section 4. Incumbency of Directors I hereby certify that the following persons are the duly elected or appointed and currently serving members of the Board of Directors of the Company (the "Board"), and that each such person held office as a director at the time of the meeting at which the Resolutions were adopted and continues to hold such office as of the date hereof: I further certify that a quorum of the Board, a
Section 5. Incumbency of Officers
Section 5. Incumbency of Officers I hereby certify the incumbency and specimen signatures of the following officers of the Company, each of whom is duly appointed, qualified, and acting in the capacity set forth opposite his or her name: Arun Mehta — Chief Executive Officer & Co-Founder Specimen Signature: ________ Danielle Prescott — Chief Financial Officer; Manager of SkyLend Funding LLC Specimen Signature: _______
Section 6. Attachment of Resolutions
Section 6. Attachment of Resolutions I hereby certify that the resolutions attached hereto as Exhibit A are true, correct, and complete copies of the resolutions duly adopted by the Board of Directors of Skybridge Fintech Ltd. at a meeting duly convened and held on January 30, 2024, at which a quorum of directors was present and acting throughout. The Resolutions were adopted by the unanimous written consent of all d
Section 7. Authorization
Section 7. Authorization I hereby certify that the Company has all requisite corporate power and authority under its Charter, Bylaws, and the Delaware General Corporation Law to enter into, execute, deliver, and perform the transactions contemplated by the Resolutions, including, without limitation, the authority to (a) form SkyLend Funding LLC and SkyLend Receivables Trust 2024-1, (b) sell, transfer, and assign cons
Section 8. No Conflict
High
⚑ Non-compete / exclusivity restraint
Section 8. No Conflict I hereby certify that, to the best of my knowledge after due inquiry and based upon my review of the Company's corporate records and material agreements, the execution, delivery, and performance by the Company of the transaction documents contemplated by the Resolutions, and the consummation of the transactions contemplated thereby, will not (a) violate, conflict with, or result in a breach of