1009-00001 · Skybridge Fintech Ltd · Board & Stockholder Approvals

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UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

OF SKYBRIDGE FINTECH LTD.

In Lieu of a Special Meeting

Action by Written Consent Pursuant to Section 141(f) of the Delaware General Corporation Law

DRAFT — Circulated January 7, 2024 for Review and Comment

The undersigned, constituting all of the members of the Board of Directors (the "Board") of Skybridge Fintech Ltd., a Delaware corporation (the "Company"), hereby adopt the following resolutions by unanimous written consent, effective as of the date set forth on the signature pages hereto, without the necessity of a formal meeting, notice, or vote, pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and the Company's Amended and Restated Bylaws. This Unanimous Written Consent shall have the same force and effect as if adopted at a duly convened special meeting of the Board at which a quorum was present and acting throughout.

RECITALS

WHEREAS, the Company is a Delaware corporation (C-corp) with its principal office located at 1400 Market Street, Suite 2200, Wilmington, DE 19801, engaged in the business of providing a cloud-based payments orchestration and embedded lending platform for mid-market e-commerce companies, operating within the financial technology and software-as-a-service (SaaS) industries;

WHEREAS, the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") was filed with the Secretary of State of the State of Delaware under File Number 6384291, and remains in full force and effect as of the date hereof;

WHEREAS, the Company has previously completed its Series A preferred stock financing (led by Crestpoint Seed Partners, L.P.), its Series B preferred stock financing (led by Halcyon Growth Equity, L.P.), and its Series C preferred stock financing (co-led by Ridgeline Ventures Fund III, L.P. and Beacon Hill Capital Partners, LLC, which Series C financing closed in July 2021 at a post-money valuation of $620,000,000);

WHEREAS, as of September 30, 2023, the Company had the following key operating and financial metrics: (i) approximately $78,000,000 in annualized recurring revenue ("ARR"); (ii) approximately $4,200,000,000 in annualized gross payment volume; (iii) net revenue retention of approximately 128%; and (iv) approximately 310 full-time employees;

WHEREAS, as of the date hereof, the Company's current cash position is approximately $18,500,000 and the Company's monthly net cash burn rate is approximately $4,800,000, resulting in an estimated pre-financing runway of approximately 3.9 months, and the Board has determined, after careful consideration of the Company's financial condition, capital requirements, and strategic objectives, that additional capital is needed to fund continued operations and growth pending a planned Series D equity financing targeted for the third or fourth quarter of 2024 (the "Planned Series D Financing");

WHEREAS, the Company has approximately 48,500,000 fully diluted shares of capital stock outstanding as of the date hereof, calculated on an as-converted, fully diluted basis inclusive of all outstanding shares of common stock, all outstanding shares of preferred stock on an as-converted basis, all outstanding vested and unvested options and restricted stock units under the Company's equity incentive plans, and all outstanding warrants;

WHEREAS, the Company has an existing Loan and Security Agreement, dated August 15, 2022, by and between Kelvantis Lending Corp. ("Kelvantis") and the Company (the "Kelvantis Loan Agreement"), providing for a $15,000,000 venture debt facility maturing on August 15, 2025, and the Kelvantis Loan Agreement contains certain negative covenants restricting the Company's ability to incur additional indebtedness without the prior written consent of Kelvantis;

WHEREAS, the Board has been presented with, and the members of the Board have individually and collectively reviewed, a summary of the terms of a proposed convertible note bridge financing (the "Bridge Financing") to raise an aggregate principal amount of $60,000,000 through the issuance of convertible promissory notes (each, a "Note" and collectively, the "Notes") to a syndicate of existing and new investors, on the terms and conditions more fully described below;

WHEREAS, the proposed investors in the Bridge Financing (collectively, the "Purchasers") and their respective commitments are as follows:

WHEREAS, the Notes will bear interest at the rate of 6.00% per annum (600 basis points), calculated as simple interest on the basis of a 365-day year, resulting in aggregate annual interest accrual of approximately $3,600,000 on the full principal amount of $60,000,000, with interest accruing from the applicable closing date and payable at maturity or upon conversion;

WHEREAS, the Notes will mature on the date that is twenty-four (24) months from the applicable closing date (the "Maturity Date"), with the anticipated Maturity Date being January 15, 2026, assuming a closing date on or about January 15, 2024;

WHEREAS, the Notes will be convertible into equity securities of the Company upon the closing of a Qualified Financing, which is defined as a Series D or subsequent equity financing of the Company raising at least $80,000,000 in new equity capital from investors (exclusive of amounts converted from the Notes), at a conversion price per share equal to the lower of: (a) 80% of the price per share paid by new investors in such Qualified Financing (reflecting a 20% conversion discount); or (b) the price per share implied by a pre-money valuation cap of $750,000,000, calculated on a fully diluted basis (the "Valuation Cap"), with the cap-implied price per share being approximately $15.46, calculated as $750,000,000 divided by 48,500,000 fully diluted shares outstanding as of the date hereof (the "Cap Price");

WHEREAS, upon a Change of Control (as defined in the Notes) of the Company occurring prior to conversion of the Notes, the holders of the Notes will be entitled to receive, at each holder's election, the greater of: (i) 2.0 times (2.0x) the outstanding principal amount of such holder's Note plus all accrued and unpaid interest thereon (the "Change of Control Payment"), with the maximum aggregate Change of Control Payment at issuance being $120,000,000 (assuming the 2.0x amount exceeds the value that would be received upon conversion at the Valuation Cap); or (ii) the amount payable upon conversion of such holder's Note at the Cap Price implied by the Valuation Cap;

WHEREAS, the Notes will contain a Most Favored Nation ("MFN") provision providing that if the Company issues any subsequent convertible note, simple agreement for future equity ("SAFE"), or similar instrument on terms more favorable to the holders thereof than the terms of the Notes (including, without limitation, a lower valuation cap, a higher conversion discount, or a higher interest rate), then the holders of the Notes shall have the right to amend their Notes to incorporate such more favorable terms;

WHEREAS, the Notes will be subordinated to the Company's existing obligations under the Kelvantis Loan Agreement, as set forth in a Subordination Agreement to be entered into among Kelvantis, the Purchasers, and the Company;

WHEREAS, the Bridge Financing is proposed to close in two tranches, as follows:

(i) an Initial Closing of $45,000,000 in aggregate principal amount of Notes (the "Initial Closing"), to be funded by the following Purchasers:

(a) Ridgeline Ventures Fund IV, L.P. — $30,000,000;

(b) Beacon Hill Capital Partners, LLC — $10,000,000; and

(ii) a Final Closing of $15,000,000 in aggregate principal amount of Notes (the "Final Closing"), to be funded by the following Purchasers:

(a) Beacon Hill Capital Partners, LLC — $5,000,000; and

(b) Northstar Innovation Fund II, L.P. — $10,000,000;

WHEREAS, after giving effect to the full Bridge Financing (assuming both the Initial Closing and the Final Closing are completed), the Company will have approximately $78,500,000 in cash on hand (comprised of the current cash position of approximately $18,500,000 plus the aggregate proceeds of $60,000,000 from the Bridge Financing) and an estimated operational runway of approximately 16.4 months based on the Company's current monthly net cash burn rate;

WHEREAS, the closing funds for each tranche of the Bridge Financing will be held in escrow by Granite Trust Company, N.A. (the "Escrow Agent"), in Escrow Account No. 4401-7829-SBF, and will be released to the Company upon satisfaction of the applicable closing conditions set forth in the Note Purchase Agreement;

WHEREAS, the Company has retained Calderwood & Harkness LLP as outside counsel to the Company in connection with the Bridge Financing (Matter No. 1009-00001), with legal fees capped at $275,000 plus reasonable out-of-pocket disbursements, and Whitfield, Pratt & Soo LLP serves as counsel to the lead investor, Ridgeline Ventures Fund IV, L.P., with the Company being responsible for reimbursing investor counsel fees and expenses in an aggregate amount not to exceed $125,000, as provided in the Note Purchase Agreement;

WHEREAS, the Escrow Agent's fee for the escrow services described herein is $7,500 (a flat fee), which fee shall be borne by the Company;

WHEREAS, the issuance of the Notes to the Purchasers is proposed to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, with each Purchaser qualifying as an "accredited investor" as defined in Rule 501 of Regulation D, and no general solicitation or advertising will be conducted in connection with the offer and sale of the Notes;

WHEREAS, the Board has reviewed and considered the terms and conditions of the Bridge Financing as set forth in that certain executed Term Sheet dated December 4, 2023 (the "Term Sheet"), and the drafts of the Transaction Documents (as defined below), and the Board has received a presentation from management and outside counsel summarizing the terms, conditions, economic implications, dilutive impact, and risks of the Bridge Financing, including an analysis of the conversion mechanics, the subordination structure, and the impact of the Bridge Financing on the Company's existing capitalization; and

WHEREAS, the officers of the Company, together with the Company's outside counsel, have negotiated or will negotiate the definitive documentation for the Bridge Financing on the terms and conditions described herein and in the Transaction Documents.

RESOLUTIONS

Now, therefore, the Board hereby adopts the following resolutions:

Resolution 1: Approval of the Bridge Financing and Transaction Documents

NOW, THEREFORE, BE IT RESOLVED, that the Bridge Financing, on substantially the terms described in the foregoing recitals and in the Transaction Documents (as defined below), is hereby approved, adopted, and ratified in all respects, and is declared advisable and in the best interests of the Company and its stockholders, based upon the Board's review and consideration of the Company's financial condition, capital needs, current runway, strategic objectives, the terms available in the current market environment, the potential dilutive impact of the Bridge Financing, and the alternatives available to the Company.

RESOLVED FURTHER, that the following agreements, instruments, and documents (collectively, the "Transaction Documents") are hereby approved in substantially the forms presented to the Board (copies of which have been made available to each member of the Board for review), with such changes, modifications, amendments, or additions thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof:

1. Note Purchase Agreement (the "NPA"), by and among the Company and the Purchasers, providing for the issuance and sale of Notes in the aggregate principal amount of $60,000,000, on the terms and conditions set forth therein;

2. Form of Convertible Promissory Note (attached as Exhibit A to the NPA), in the principal amount of each Purchaser's respective commitment, bearing interest at the rate of 6.00% per annum (simple interest, calculated on a 365-day year basis), maturing twenty-four (24) months from the applicable Closing Date, and convertible into equity securities upon a Qualified Financing at the conversion price described in the recitals hereto;

3. Schedule of Purchasers (attached as Schedule 1 to the NPA), setting forth the name, address, commitment amount, and closing tranche allocation of each Purchaser;

4. Company Disclosure Schedule to the NPA, setting forth the exceptions and qualifications to the Company's representations and warranties contained in the NPA;

5. Subordination Agreement, by and among Kelvantis Lending Corp., the Purchasers, and the Company, subordinating the Notes and all obligations thereunder to the Company's existing obligations under the Kelvantis Loan Agreement;

6. Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated as of the Closing Date, among the Company and the parties thereto, adding the Purchasers as parties thereto and granting the Purchasers information rights and pro rata participation rights as set forth therein;

7. Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated as of the Closing Date, among the Company and the parties thereto, adding the Purchasers as parties thereto;

8. Escrow Agreement, by and among the Company, the Purchasers, and Granite Trust Company, N.A., as Escrow Agent, governing the deposit, holding, and release of closing funds in connection with the Bridge Financing;

9. Such Joinder Agreements as may be necessary or appropriate for Purchasers participating in the Final Closing to become parties to the NPA and the other Transaction Documents; and

10. All certificates, instruments, and other documents contemplated by or required to be delivered pursuant to the Transaction Documents in connection with the Initial Closing and the Final Closing.

Resolution 2: Authorization of Issuance of Notes

RESOLVED, that the Company is hereby authorized to issue convertible promissory notes to the Purchasers, in the aggregate principal amount of up to $60,000,000, bearing interest at the rate of 6.00% per annum (600 basis points), calculated as simple interest on a 365-day year basis, maturing on January 15, 2026 (or twenty-four (24) months from the applicable closing date), convertible into equity securities of the Company upon a Qualified Financing at the conversion price equal to the lower of (a) 80% of the price per share paid by investors in such Qualified Financing (reflecting a 20% conversion discount) or (b) the price per share implied by the Valuation Cap of $750,000,000 on a fully diluted basis, and on such other terms and conditions as are set forth in the NPA and the form of Note attached thereto. The issuance of the Notes is hereby declared to be in the best interests of the Company.

Resolution 3: Reservation of Shares

RESOLVED, that a sufficient number of shares of the Company's capital stock be, and hereby are, reserved from the Company's authorized but unissued shares of capital stock for issuance upon conversion of the Notes, including conversion of all accrued and unpaid interest thereon, at the conversion price determined under the terms of the Notes (including, without limitation, the Cap Price of approximately $15.46 per share on a fully diluted basis, based on the Valuation Cap of $750,000,000 divided by 48,500,000 fully diluted shares). The officers of the Company are hereby authorized and directed to take all actions necessary to ensure that a sufficient number of authorized shares are available for issuance upon conversion of the Notes, including, if necessary, recommending to the Board and the stockholders of the Company an amendment to the Certificate of Incorporation to increase the number of authorized shares of any applicable class or series of capital stock.

Resolution 4: Approval of Subordination to Kelvantis Facility

RESOLVED, that the subordination of the Notes to the Company's existing obligations under the Loan and Security Agreement, dated August 15, 2022, with Kelvantis Lending Corp. (providing for a $15,000,000 venture debt facility maturing on August 15, 2025), as set forth in the Subordination Agreement in substantially the form presented to the Board, is hereby approved in all respects, and the officers of the Company are authorized and directed to execute and deliver the Subordination Agreement on behalf of the Company.

RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to request and obtain any consent, waiver, amendment, or approval from Kelvantis Lending Corp. that is necessary or advisable to permit the issuance of the Notes and the consummation of the transactions contemplated by the Transaction Documents, including without limitation any consent required under negative covenants contained in the Kelvantis Loan Agreement restricting the incurrence of additional indebtedness, the granting of additional liens, or the making of payments on subordinated obligations. The officers of the Company are further authorized to negotiate and agree to any commercially reasonable modifications to the terms of the Kelvantis Loan Agreement that may be requested by Kelvantis as a condition to granting such consent, provided that any such modification does not, in the reasonable judgment of the officers executing the same, materially and adversely affect the Company.

Resolution 5: Approval of Amendments to Investor Agreements

RESOLVED, that Amendment No. 1 to the Amended and Restated Investors' Rights Agreement and Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, each in substantially the forms presented to the Board (with such changes as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution thereof), are hereby approved in all respects, and the officers of the Company are authorized and directed to execute and deliver the same on behalf of the Company.

RESOLVED FURTHER, that the Company is authorized to grant the Purchasers information rights (including the right to receive annual and quarterly financial statements, annual budgets, and other information customarily provided to major investors) and pro rata participation rights (including the right to participate in future equity financings of the Company on a pro rata basis) as set forth in the amended Investors' Rights Agreement, and the officers of the Company are authorized to take all actions necessary or appropriate to effectuate the grant of such rights.

Resolution 6: Approval of Escrow Arrangements

RESOLVED, that the Escrow Agreement with Granite Trust Company, N.A., as Escrow Agent, in substantially the form presented to the Board, is hereby approved, with the closing funds for each tranche of the Bridge Financing to be deposited into Escrow Account No. 4401-7829-SBF maintained by the Escrow Agent and released to the Company upon satisfaction of the applicable closing conditions set forth in the NPA and the Escrow Agreement. The Company shall bear the Escrow Agent's flat fee of $7,500 for the escrow services provided in connection with the Bridge Financing. The officers of the Company are hereby authorized and directed to execute and deliver the Escrow Agreement and all related documents on behalf of the Company.

Resolution 7: Approval of Two-Tranche Closing

RESOLVED, that the Bridge Financing may close in two tranches, as follows:

(a) Initial Closing — $45,000,000 in aggregate principal amount of Notes, funded by:

(i) Ridgeline Ventures Fund IV, L.P. — $30,000,000;

(ii) Beacon Hill Capital Partners, LLC — $10,000,000; and

(iii) Halcyon Growth Equity, L.P. — $5,000,000.

(b) Final Closing — $15,000,000 in aggregate principal amount of Notes, funded by:

(i) Beacon Hill Capital Partners, LLC — $5,000,000; and

(ii) Northstar Innovation Fund II, L.P. — $10,000,000.

RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to accept the funding at each closing, to issue Notes to the applicable Purchasers at each closing, and to execute and deliver such joinder agreements, amended schedules, additional Notes, and other documents and instruments as may be required or appropriate in connection with the Final Closing, on terms and conditions consistent with the NPA and the other Transaction Documents. The Final Closing shall occur on such date as may be agreed by the Company and the applicable Purchasers, subject to the satisfaction or waiver of the closing conditions set forth in the NPA.

Resolution 8: Securities Law Compliance

RESOLVED, that the Bridge Financing shall be conducted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder, and the Company shall not engage in any general solicitation or general advertising in connection with the offer and sale of the Notes. Each Purchaser shall be required to represent and warrant that it is an "accredited investor" as defined in Rule 501 of Regulation D, and the Company shall take such steps as are reasonably necessary to verify the accredited investor status of each Purchaser.

RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to (i) file a Form D with the U.S. Securities and Exchange Commission (the "SEC") within fifteen (15) days following the Initial Closing in connection with the issuance and sale of the Notes, (ii) make any required state blue sky or notice filings in connection with the offer, issuance, and sale of the Notes in the jurisdictions where such filings are required, and (iii) file any amendments to the Form D as may be required following the Final Closing or as otherwise required by applicable law or regulation. The officers of the Company are further authorized to take all actions and execute all documents as may be necessary or appropriate to comply with applicable federal and state securities laws in connection with the Bridge Financing.

Resolution 9: Authorization of Officers' Certificates and Closing Deliverables

RESOLVED, that the officers of the Company, including Arjun Mehta, Chief Executive Officer, David Lindstrom, Chief Financial Officer, and Priya Ramanathan, General Counsel, or any of them acting individually (each, an "Authorized Officer"), be and hereby are authorized, empowered, and directed to execute and deliver on behalf of the Company, in connection with the Initial Closing and the Final Closing of the Bridge Financing, the following certificates, instruments, and documents:

1. An Officer's Certificate certifying the accuracy of the Company's representations and warranties contained in the NPA and the other Transaction Documents as of the applicable closing date, and certifying the satisfaction of the conditions to closing set forth in the NPA;

2. An Officer's Certificate regarding the intended use of proceeds from the Bridge Financing, confirming that such proceeds will be used for general corporate purposes, including working capital and continued product development;

3. A Secretary's Certificate (or certificate of the General Counsel acting in such capacity) certifying: (a) the Company's Amended and Restated Certificate of Incorporation, as in effect as of the applicable closing date; (b) the Company's Amended and Restated Bylaws, as in effect as of the applicable closing date; (c) this Unanimous Written Consent of the Board of Directors; and (d) the incumbency and signature authority of the officers of the Company authorized to execute and deliver the Transaction Documents;

4. Wire transfer instructions and escrow release instructions to the Escrow Agent, directing the release of closing funds from Escrow Account No. 4401-7829-SBF to the Company's designated operating account upon satisfaction of the applicable closing conditions;

5. The Company Disclosure Schedule to the NPA, setting forth the exceptions and qualifications to the Company's representations and warranties, in such form as shall be approved by the Authorized Officers; and

6. All other certificates, instruments, agreements, and documents as may be necessary, advisable, or appropriate to consummate the transactions contemplated by the Transaction Documents and to carry out the purposes and intent of the foregoing resolutions.

Resolution 10: Authorization of Use of Proceeds

RESOLVED, that the proceeds from the Bridge Financing shall be used for general corporate purposes, including but not limited to working capital, funding continued product development and engineering, supporting go-to-market activities, and sustaining the Company's operations pending the anticipated Planned Series D Financing targeted for the third or fourth quarter of 2024. The officers of the Company shall use the proceeds in a manner consistent with the Company's approved budget and operating plan, as may be updated from time to time with the approval of the Board.

Resolution 11: Engagement of Legal Counsel and Advisors

RESOLVED, that the engagement of Calderwood & Harkness LLP as outside counsel to the Company in connection with the Bridge Financing, pursuant to that certain engagement letter between the Company and Calderwood & Harkness LLP (Matter No. 1009-00001), with legal fees capped at $275,000 plus reasonable out-of-pocket disbursements, is hereby ratified, confirmed, and approved in all respects.

RESOLVED FURTHER, that the Company's agreement to reimburse investor counsel fees and expenses incurred by Whitfield, Pratt & Soo LLP (counsel to the lead investor, Ridgeline Ventures Fund IV, L.P.) in connection with the Bridge Financing, in an aggregate amount not to exceed $125,000, as provided in the NPA, is hereby approved. The officers of the Company are authorized to make such reimbursement payments to Whitfield, Pratt & Soo LLP upon receipt of reasonably detailed invoices and in accordance with the terms of the NPA.

Resolution 12: Stockholder Consent

RESOLVED, that the officers of the Company are hereby authorized and directed to solicit and obtain the written consent of the stockholders of the Company, pursuant to Section 228 of the DGCL, to the extent required to authorize the issuance of the Notes, the reservation of shares for issuance upon conversion thereof, and the transactions contemplated by the Transaction Documents, including without limitation any stockholder approval required under the Certificate of Incorporation, the Company's existing investor agreements, or applicable law. Upon obtaining such written consent from stockholders holding sufficient shares to approve the applicable matters, the officers of the Company shall provide prompt notice to any non-consenting stockholders of the taking of corporate action by written consent without a meeting, as required by Section 228(e) of the DGCL, and shall cause such written consent and notice to be filed with the minutes of the proceedings of the stockholders of the Company.

Resolution 13: General Authorization

RESOLVED, that each of the officers of the Company, including without limitation Arjun Mehta (Chief Executive Officer and Co-Founder), Elena Vasquez (Chief Technology Officer and Co-Founder), David Lindstrom (Chief Financial Officer), Priya Ramanathan (General Counsel), and Marcus Tillman (Vice President, Corporate Development), be and each of them hereby is, individually and collectively, authorized, empowered, and directed, in the name and on behalf of the Company, to take or cause to be taken any and all actions, and to execute, deliver, acknowledge, file, and record any and all agreements, instruments, certificates, documents, and papers, as any such officer may deem necessary, advisable, or appropriate to effectuate the intent and purposes of the foregoing resolutions and to consummate the Bridge Financing and the transactions contemplated by the Transaction Documents, such determination to be conclusively evidenced by the taking of such action or the execution and delivery of such agreements, instruments, certificates, documents, and papers. Without limiting the generality of the foregoing, each Authorized Officer is authorized to pay or cause to be paid all fees, costs, and expenses incurred or to be incurred by the Company in connection with the Bridge Financing, including legal fees, escrow fees, filing fees, and other transaction-related expenses.

Resolution 14: Ratification

RESOLVED, that all actions heretofore taken by any officer or director of the Company, or by any agent, employee, or representative of the Company acting under the direction of any officer or director, in connection with the Bridge Financing, the negotiation and preparation of the Transaction Documents, the engagement of legal counsel and advisors, and the matters contemplated by the foregoing resolutions, are hereby ratified, confirmed, and approved in all respects as the valid and binding acts and deeds of the Company.

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SIGNATURE PAGES

This Unanimous Written Consent may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (PDF)), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Unanimous Written Consent by facsimile, email, or other electronic transmission shall be as effective as delivery of a manually executed counterpart.

This Unanimous Written Consent shall be effective as of the date set forth below and shall be filed with the minutes of the proceedings of the Board of Directors of the Company, in accordance with Section 141(f) of the DGCL.

[NAMES OF ALL DIRECTORS TO BE INSERTED — Please confirm full board composition with Priya Ramanathan, General Counsel, prior to final circulation for execution.]

IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent as of the date set forth below.

Effective Date: _____, 2024

MEMBER OF THE BOARD OF DIRECTORS

By: ________

Name: ________

Title: Director

Date: ________

MEMBER OF THE BOARD OF DIRECTORS

By: ________

Name: ________

Title: Director

Date: ________

MEMBER OF THE BOARD OF DIRECTORS

By: ________

Name: ________

Title: Director

Date: ________

MEMBER OF THE BOARD OF DIRECTORS

By: ________

Name: ________

Title: Director

Date: ________

MEMBER OF THE BOARD OF DIRECTORS

By: ________

Name: ________

Title: Director

Date: ________

MEMBER OF THE BOARD OF DIRECTORS

By: ________

Name: ________

Title: Director

Date: ________

MEMBER OF THE BOARD OF DIRECTORS

By: ________

Name: ________

Title: Director

Date: ________

Note: Draft circulated January 7, 2024. Intended execution date: January 10, 2024. Please confirm full Board composition and return executed signature pages to Priya Ramanathan at pramanathan@skybridgefintech.com.

LIST OF EXHIBITS AND ATTACHMENTS

The following exhibits and attachments are referenced in and form a part of this Unanimous Written Consent:

DRAFTING NOTE: Final forms of Transaction Documents to be attached upon completion of negotiation between the Company, Calderwood & Harkness LLP, and Whitfield, Pratt & Soo LLP. Current drafts are attached for Board review purposes only and remain subject to revision. Directors should direct any comments or questions regarding the draft Transaction Documents to Priya Ramanathan, General Counsel, or to Calderwood & Harkness LLP (Matter No. 1009-00001).

Purchaser	Commitment Amount	Percentage of Total
Ridgeline Ventures Fund IV, L.P.	$30,000,000	50.00%
Beacon Hill Capital Partners, LLC	$15,000,000	25.00%
Northstar Innovation Fund II, L.P.	$10,000,000	16.67%
Halcyon Growth Equity, L.P.	$5,000,000	8.33%
Total	$60,000,000	100.00%
Exhibit	Description
Exhibit A	Form of Note Purchase Agreement (draft circulated December 11, 2023, as revised)
Exhibit B	Form of Convertible Promissory Note
Exhibit C	Form of Subordination Agreement
Exhibit D	Form of Amendment No. 1 to Amended and Restated Investors' Rights Agreement
Exhibit E	Form of Amendment No. 1 to Right of First Refusal and Co-Sale Agreement
Exhibit F	Form of Escrow Agreement (Granite Trust Company, N.A.)
Exhibit G	Schedule of Purchasers (with commitment amounts and percentage allocations)

UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF SKYBRIDGE FINTECH LTD.
In Lieu of a Special Meeting
Action by Written Consent Pursuant to Section 141(f) of the Delaware General Corporation Law
DRAFT — Circulated January 7, 2024 for Review and Comment
The undersigned, constituting all of the members of the Board of Directors (the "Board") of Skybridge Fintech Ltd., a Delaware corporation (the "Company"), hereby adopt the following resolutions by unanimous written consent, effective as of the date set forth on the signature pages hereto, without the necessity of a formal meeting, notice, or vote, pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and the Company's Amended and Restated Bylaws. This Unanimous Written Consent shall have the same force and effect as if adopted at a duly convened special meeting of the Board at which a quorum was present and acting throughout.
RECITALS
WHEREAS, the Company is a Delaware corporation (C-corp) with its principal office located at 1400 Market Street, Suite 2200, Wilmington, DE 19801, engaged in the business of providing a cloud-based payments orchestration and embedded lending platform for mid-market e-commerce companies, operating within the financial technology and software-as-a-service (SaaS) industries;
WHEREAS, the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") was filed with the Secretary of State of the State of Delaware under File Number 6384291, and remains in full force and effect as of the date hereof;
WHEREAS, the Company has previously completed its Series A preferred stock financing (led by Crestpoint Seed Partners, L.P.), its Series B preferred stock financing (led by Halcyon Growth Equity, L.P.), and its Series C preferred stock financing (co-led by Ridgeline Ventures Fund III, L.P. and Beacon Hill Capital Partners, LLC, which Series C financing closed in July 2021 at a post-money valuation of $620,000,000);
WHEREAS, as of September 30, 2023, the Company had the following key operating and financial metrics: (i) approximately $78,000,000 in annualized recurring revenue ("ARR"); (ii) approximately $4,200,000,000 in annualized gross payment volume; (iii) net revenue retention of approximately 128%; and (iv) approximately 310 full-time employees;
WHEREAS, as of the date hereof, the Company's current cash position is approximately $18,500,000 and the Company's monthly net cash burn rate is approximately $4,800,000, resulting in an estimated pre-financing runway of approximately 3.9 months, and the Board has determined, after careful consideration of the Company's financial condition, capital requirements, and strategic objectives, that additional capital is needed to fund continued operations and growth pending a planned Series D equity financing targeted for the third or fourth quarter of 2024 (the "Planned Series D Financing");
WHEREAS, the Company has approximately 48,500,000 fully diluted shares of capital stock outstanding as of the date hereof, calculated on an as-converted, fully diluted basis inclusive of all outstanding shares of common stock, all outstanding shares of preferred stock on an as-converted basis, all outstanding vested and unvested options and restricted stock units under the Company's equity incentive plans, and all outstanding warrants;
WHEREAS, the Company has an existing Loan and Security Agreement, dated August 15, 2022, by and between Kelvantis Lending Corp. ("Kelvantis") and the Company (the "Kelvantis Loan Agreement"), providing for a $15,000,000 venture debt facility maturing on August 15, 2025, and the Kelvantis Loan Agreement contains certain negative covenants restricting the Company's ability to incur additional indebtedness without the prior written consent of Kelvantis;
WHEREAS, the Board has been presented with, and the members of the Board have individually and collectively reviewed, a summary of the terms of a proposed convertible note bridge financing (the "Bridge Financing") to raise an aggregate principal amount of $60,000,000 through the issuance of convertible promissory notes (each, a "Note" and collectively, the "Notes") to a syndicate of existing and new investors, on the terms and conditions more fully described below;
WHEREAS, the proposed investors in the Bridge Financing (collectively, the "Purchasers") and their respective commitments are as follows:
WHEREAS, the Notes will bear interest at the rate of 6.00% per annum (600 basis points), calculated as simple interest on the basis of a 365-day year, resulting in aggregate annual interest accrual of approximately $3,600,000 on the full principal amount of $60,000,000, with interest accruing from the applicable closing date and payable at maturity or upon conversion;
WHEREAS, the Notes will mature on the date that is twenty-four (24) months from the applicable closing date (the "Maturity Date"), with the anticipated Maturity Date being January 15, 2026, assuming a closing date on or about January 15, 2024;
WHEREAS, the Notes will be convertible into equity securities of the Company upon the closing of a Qualified Financing, which is defined as a Series D or subsequent equity financing of the Company raising at least $80,000,000 in new equity capital from investors (exclusive of amounts converted from the Notes), at a conversion price per share equal to the lower of: (a) 80% of the price per share paid by new investors in such Qualified Financing (reflecting a 20% conversion discount); or (b) the price per share implied by a pre-money valuation cap of $750,000,000, calculated on a fully diluted basis (the "Valuation Cap"), with the cap-implied price per share being approximately $15.46, calculated as $750,000,000 divided by 48,500,000 fully diluted shares outstanding as of the date hereof (the "Cap Price");
WHEREAS, upon a Change of Control (as defined in the Notes) of the Company occurring prior to conversion of the Notes, the holders of the Notes will be entitled to receive, at each holder's election, the greater of: (i) 2.0 times (2.0x) the outstanding principal amount of such holder's Note plus all accrued and unpaid interest thereon (the "Change of Control Payment"), with the maximum aggregate Change of Control Payment at issuance being $120,000,000 (assuming the 2.0x amount exceeds the value that would be received upon conversion at the Valuation Cap); or (ii) the amount payable upon conversion of such holder's Note at the Cap Price implied by the Valuation Cap;
WHEREAS, the Notes will contain a Most Favored Nation ("MFN") provision providing that if the Company issues any subsequent convertible note, simple agreement for future equity ("SAFE"), or similar instrument on terms more favorable to the holders thereof than the terms of the Notes (including, without limitation, a lower valuation cap, a higher conversion discount, or a higher interest rate), then the holders of the Notes shall have the right to amend their Notes to incorporate such more favorable terms;
WHEREAS, the Notes will be subordinated to the Company's existing obligations under the Kelvantis Loan Agreement, as set forth in a Subordination Agreement to be entered into among Kelvantis, the Purchasers, and the Company;
WHEREAS, the Bridge Financing is proposed to close in two tranches, as follows:
(i) an Initial Closing of $45,000,000 in aggregate principal amount of Notes (the "Initial Closing"), to be funded by the following Purchasers:
(a) Ridgeline Ventures Fund IV, L.P. — $30,000,000;
(b) Beacon Hill Capital Partners, LLC — $10,000,000; and
(c) Halcyon Growth Equity, L.P. — $5,000,000; and
(ii) a Final Closing of $15,000,000 in aggregate principal amount of Notes (the "Final Closing"), to be funded by the following Purchasers:
(a) Beacon Hill Capital Partners, LLC — $5,000,000; and
(b) Northstar Innovation Fund II, L.P. — $10,000,000;
WHEREAS, after giving effect to the full Bridge Financing (assuming both the Initial Closing and the Final Closing are completed), the Company will have approximately $78,500,000 in cash on hand (comprised of the current cash position of approximately $18,500,000 plus the aggregate proceeds of $60,000,000 from the Bridge Financing) and an estimated operational runway of approximately 16.4 months based on the Company's current monthly net cash burn rate;
WHEREAS, the closing funds for each tranche of the Bridge Financing will be held in escrow by Granite Trust Company, N.A. (the "Escrow Agent"), in Escrow Account No. 4401-7829-SBF, and will be released to the Company upon satisfaction of the applicable closing conditions set forth in the Note Purchase Agreement;
WHEREAS, the Company has retained Calderwood & Harkness LLP as outside counsel to the Company in connection with the Bridge Financing (Matter No. 1009-00001), with legal fees capped at $275,000 plus reasonable out-of-pocket disbursements, and Whitfield, Pratt & Soo LLP serves as counsel to the lead investor, Ridgeline Ventures Fund IV, L.P., with the Company being responsible for reimbursing investor counsel fees and expenses in an aggregate amount not to exceed $125,000, as provided in the Note Purchase Agreement;
WHEREAS, the Escrow Agent's fee for the escrow services described herein is $7,500 (a flat fee), which fee shall be borne by the Company;
WHEREAS, the issuance of the Notes to the Purchasers is proposed to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, with each Purchaser qualifying as an "accredited investor" as defined in Rule 501 of Regulation D, and no general solicitation or advertising will be conducted in connection with the offer and sale of the Notes;
WHEREAS, the Board has reviewed and considered the terms and conditions of the Bridge Financing as set forth in that certain executed Term Sheet dated December 4, 2023 (the "Term Sheet"), and the drafts of the Transaction Documents (as defined below), and the Board has received a presentation from management and outside counsel summarizing the terms, conditions, economic implications, dilutive impact, and risks of the Bridge Financing, including an analysis of the conversion mechanics, the subordination structure, and the impact of the Bridge Financing on the Company's existing capitalization; and
WHEREAS, the officers of the Company, together with the Company's outside counsel, have negotiated or will negotiate the definitive documentation for the Bridge Financing on the terms and conditions described herein and in the Transaction Documents.
RESOLUTIONS
Now, therefore, the Board hereby adopts the following resolutions:
Resolution 1: Approval of the Bridge Financing and Transaction Documents
NOW, THEREFORE, BE IT RESOLVED, that the Bridge Financing, on substantially the terms described in the foregoing recitals and in the Transaction Documents (as defined below), is hereby approved, adopted, and ratified in all respects, and is declared advisable and in the best interests of the Company and its stockholders, based upon the Board's review and consideration of the Company's financial condition, capital needs, current runway, strategic objectives, the terms available in the current market environment, the potential dilutive impact of the Bridge Financing, and the alternatives available to the Company.
RESOLVED FURTHER, that the following agreements, instruments, and documents (collectively, the "Transaction Documents") are hereby approved in substantially the forms presented to the Board (copies of which have been made available to each member of the Board for review), with such changes, modifications, amendments, or additions thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof:
1.  Note Purchase Agreement (the "NPA"), by and among the Company and the Purchasers, providing for the issuance and sale of Notes in the aggregate principal amount of $60,000,000, on the terms and conditions set forth therein;
2.  Form of Convertible Promissory Note (attached as Exhibit A to the NPA), in the principal amount of each Purchaser's respective commitment, bearing interest at the rate of 6.00% per annum (simple interest, calculated on a 365-day year basis), maturing twenty-four (24) months from the applicable Closing Date, and convertible into equity securities upon a Qualified Financing at the conversion price described in the recitals hereto;
3.  Schedule of Purchasers (attached as Schedule 1 to the NPA), setting forth the name, address, commitment amount, and closing tranche allocation of each Purchaser;
4.  Company Disclosure Schedule to the NPA, setting forth the exceptions and qualifications to the Company's representations and warranties contained in the NPA;
5.  Subordination Agreement, by and among Kelvantis Lending Corp., the Purchasers, and the Company, subordinating the Notes and all obligations thereunder to the Company's existing obligations under the Kelvantis Loan Agreement;
6.  Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated as of the Closing Date, among the Company and the parties thereto, adding the Purchasers as parties thereto and granting the Purchasers information rights and pro rata participation rights as set forth therein;
7.  Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated as of the Closing Date, among the Company and the parties thereto, adding the Purchasers as parties thereto;
8.  Escrow Agreement, by and among the Company, the Purchasers, and Granite Trust Company, N.A., as Escrow Agent, governing the deposit, holding, and release of closing funds in connection with the Bridge Financing;
9.  Such Joinder Agreements as may be necessary or appropriate for Purchasers participating in the Final Closing to become parties to the NPA and the other Transaction Documents; and
10.  All certificates, instruments, and other documents contemplated by or required to be delivered pursuant to the Transaction Documents in connection with the Initial Closing and the Final Closing.
Resolution 2: Authorization of Issuance of Notes
RESOLVED, that the Company is hereby authorized to issue convertible promissory notes to the Purchasers, in the aggregate principal amount of up to $60,000,000, bearing interest at the rate of 6.00% per annum (600 basis points), calculated as simple interest on a 365-day year basis, maturing on January 15, 2026 (or twenty-four (24) months from the applicable closing date), convertible into equity securities of the Company upon a Qualified Financing at the conversion price equal to the lower of (a) 80% of the price per share paid by investors in such Qualified Financing (reflecting a 20% conversion discount) or (b) the price per share implied by the Valuation Cap of $750,000,000 on a fully diluted basis, and on such other terms and conditions as are set forth in the NPA and the form of Note attached thereto. The issuance of the Notes is hereby declared to be in the best interests of the Company.
Resolution 3: Reservation of Shares
RESOLVED, that a sufficient number of shares of the Company's capital stock be, and hereby are, reserved from the Company's authorized but unissued shares of capital stock for issuance upon conversion of the Notes, including conversion of all accrued and unpaid interest thereon, at the conversion price determined under the terms of the Notes (including, without limitation, the Cap Price of approximately $15.46 per share on a fully diluted basis, based on the Valuation Cap of $750,000,000 divided by 48,500,000 fully diluted shares). The officers of the Company are hereby authorized and directed to take all actions necessary to ensure that a sufficient number of authorized shares are available for issuance upon conversion of the Notes, including, if necessary, recommending to the Board and the stockholders of the Company an amendment to the Certificate of Incorporation to increase the number of authorized shares of any applicable class or series of capital stock.
Resolution 4: Approval of Subordination to Kelvantis Facility
RESOLVED, that the subordination of the Notes to the Company's existing obligations under the Loan and Security Agreement, dated August 15, 2022, with Kelvantis Lending Corp. (providing for a $15,000,000 venture debt facility maturing on August 15, 2025), as set forth in the Subordination Agreement in substantially the form presented to the Board, is hereby approved in all respects, and the officers of the Company are authorized and directed to execute and deliver the Subordination Agreement on behalf of the Company.
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to request and obtain any consent, waiver, amendment, or approval from Kelvantis Lending Corp. that is necessary or advisable to permit the issuance of the Notes and the consummation of the transactions contemplated by the Transaction Documents, including without limitation any consent required under negative covenants contained in the Kelvantis Loan Agreement restricting the incurrence of additional indebtedness, the granting of additional liens, or the making of payments on subordinated obligations. The officers of the Company are further authorized to negotiate and agree to any commercially reasonable modifications to the terms of the Kelvantis Loan Agreement that may be requested by Kelvantis as a condition to granting such consent, provided that any such modification does not, in the reasonable judgment of the officers executing the same, materially and adversely affect the Company.
Resolution 5: Approval of Amendments to Investor Agreements
RESOLVED, that Amendment No. 1 to the Amended and Restated Investors' Rights Agreement and Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, each in substantially the forms presented to the Board (with such changes as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution thereof), are hereby approved in all respects, and the officers of the Company are authorized and directed to execute and deliver the same on behalf of the Company.
RESOLVED FURTHER, that the Company is authorized to grant the Purchasers information rights (including the right to receive annual and quarterly financial statements, annual budgets, and other information customarily provided to major investors) and pro rata participation rights (including the right to participate in future equity financings of the Company on a pro rata basis) as set forth in the amended Investors' Rights Agreement, and the officers of the Company are authorized to take all actions necessary or appropriate to effectuate the grant of such rights.
Resolution 6: Approval of Escrow Arrangements
RESOLVED, that the Escrow Agreement with Granite Trust Company, N.A., as Escrow Agent, in substantially the form presented to the Board, is hereby approved, with the closing funds for each tranche of the Bridge Financing to be deposited into Escrow Account No. 4401-7829-SBF maintained by the Escrow Agent and released to the Company upon satisfaction of the applicable closing conditions set forth in the NPA and the Escrow Agreement. The Company shall bear the Escrow Agent's flat fee of $7,500 for the escrow services provided in connection with the Bridge Financing. The officers of the Company are hereby authorized and directed to execute and deliver the Escrow Agreement and all related documents on behalf of the Company.
Resolution 7: Approval of Two-Tranche Closing
RESOLVED, that the Bridge Financing may close in two tranches, as follows:
(a) Initial Closing — $45,000,000 in aggregate principal amount of Notes, funded by:
(i) Ridgeline Ventures Fund IV, L.P. — $30,000,000;
(ii) Beacon Hill Capital Partners, LLC — $10,000,000; and
(iii) Halcyon Growth Equity, L.P. — $5,000,000.
(b) Final Closing — $15,000,000 in aggregate principal amount of Notes, funded by:
(i) Beacon Hill Capital Partners, LLC — $5,000,000; and
(ii) Northstar Innovation Fund II, L.P. — $10,000,000.
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to accept the funding at each closing, to issue Notes to the applicable Purchasers at each closing, and to execute and deliver such joinder agreements, amended schedules, additional Notes, and other documents and instruments as may be required or appropriate in connection with the Final Closing, on terms and conditions consistent with the NPA and the other Transaction Documents. The Final Closing shall occur on such date as may be agreed by the Company and the applicable Purchasers, subject to the satisfaction or waiver of the closing conditions set forth in the NPA.
Resolution 8: Securities Law Compliance
RESOLVED, that the Bridge Financing shall be conducted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder, and the Company shall not engage in any general solicitation or general advertising in connection with the offer and sale of the Notes. Each Purchaser shall be required to represent and warrant that it is an "accredited investor" as defined in Rule 501 of Regulation D, and the Company shall take such steps as are reasonably necessary to verify the accredited investor status of each Purchaser.
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to (i) file a Form D with the U.S. Securities and Exchange Commission (the "SEC") within fifteen (15) days following the Initial Closing in connection with the issuance and sale of the Notes, (ii) make any required state blue sky or notice filings in connection with the offer, issuance, and sale of the Notes in the jurisdictions where such filings are required, and (iii) file any amendments to the Form D as may be required following the Final Closing or as otherwise required by applicable law or regulation. The officers of the Company are further authorized to take all actions and execute all documents as may be necessary or appropriate to comply with applicable federal and state securities laws in connection with the Bridge Financing.
Resolution 9: Authorization of Officers' Certificates and Closing Deliverables
RESOLVED, that the officers of the Company, including Arjun Mehta, Chief Executive Officer, David Lindstrom, Chief Financial Officer, and Priya Ramanathan, General Counsel, or any of them acting individually (each, an "Authorized Officer"), be and hereby are authorized, empowered, and directed to execute and deliver on behalf of the Company, in connection with the Initial Closing and the Final Closing of the Bridge Financing, the following certificates, instruments, and documents:
1.  An Officer's Certificate certifying the accuracy of the Company's representations and warranties contained in the NPA and the other Transaction Documents as of the applicable closing date, and certifying the satisfaction of the conditions to closing set forth in the NPA;
2.  An Officer's Certificate regarding the intended use of proceeds from the Bridge Financing, confirming that such proceeds will be used for general corporate purposes, including working capital and continued product development;
3.  A Secretary's Certificate (or certificate of the General Counsel acting in such capacity) certifying: (a) the Company's Amended and Restated Certificate of Incorporation, as in effect as of the applicable closing date; (b) the Company's Amended and Restated Bylaws, as in effect as of the applicable closing date; (c) this Unanimous Written Consent of the Board of Directors; and (d) the incumbency and signature authority of the officers of the Company authorized to execute and deliver the Transaction Documents;
4.  Wire transfer instructions and escrow release instructions to the Escrow Agent, directing the release of closing funds from Escrow Account No. 4401-7829-SBF to the Company's designated operating account upon satisfaction of the applicable closing conditions;
5.  The Company Disclosure Schedule to the NPA, setting forth the exceptions and qualifications to the Company's representations and warranties, in such form as shall be approved by the Authorized Officers; and
6.  All other certificates, instruments, agreements, and documents as may be necessary, advisable, or appropriate to consummate the transactions contemplated by the Transaction Documents and to carry out the purposes and intent of the foregoing resolutions.
Resolution 10: Authorization of Use of Proceeds
RESOLVED, that the proceeds from the Bridge Financing shall be used for general corporate purposes, including but not limited to working capital, funding continued product development and engineering, supporting go-to-market activities, and sustaining the Company's operations pending the anticipated Planned Series D Financing targeted for the third or fourth quarter of 2024. The officers of the Company shall use the proceeds in a manner consistent with the Company's approved budget and operating plan, as may be updated from time to time with the approval of the Board.
Resolution 11: Engagement of Legal Counsel and Advisors
RESOLVED, that the engagement of Calderwood & Harkness LLP as outside counsel to the Company in connection with the Bridge Financing, pursuant to that certain engagement letter between the Company and Calderwood & Harkness LLP (Matter No. 1009-00001), with legal fees capped at $275,000 plus reasonable out-of-pocket disbursements, is hereby ratified, confirmed, and approved in all respects.
RESOLVED FURTHER, that the Company's agreement to reimburse investor counsel fees and expenses incurred by Whitfield, Pratt & Soo LLP (counsel to the lead investor, Ridgeline Ventures Fund IV, L.P.) in connection with the Bridge Financing, in an aggregate amount not to exceed $125,000, as provided in the NPA, is hereby approved. The officers of the Company are authorized to make such reimbursement payments to Whitfield, Pratt & Soo LLP upon receipt of reasonably detailed invoices and in accordance with the terms of the NPA.
Resolution 12: Stockholder Consent
RESOLVED, that the officers of the Company are hereby authorized and directed to solicit and obtain the written consent of the stockholders of the Company, pursuant to Section 228 of the DGCL, to the extent required to authorize the issuance of the Notes, the reservation of shares for issuance upon conversion thereof, and the transactions contemplated by the Transaction Documents, including without limitation any stockholder approval required under the Certificate of Incorporation, the Company's existing investor agreements, or applicable law. Upon obtaining such written consent from stockholders holding sufficient shares to approve the applicable matters, the officers of the Company shall provide prompt notice to any non-consenting stockholders of the taking of corporate action by written consent without a meeting, as required by Section 228(e) of the DGCL, and shall cause such written consent and notice to be filed with the minutes of the proceedings of the stockholders of the Company.
Resolution 13: General Authorization
RESOLVED, that each of the officers of the Company, including without limitation Arjun Mehta (Chief Executive Officer and Co-Founder), Elena Vasquez (Chief Technology Officer and Co-Founder), David Lindstrom (Chief Financial Officer), Priya Ramanathan (General Counsel), and Marcus Tillman (Vice President, Corporate Development), be and each of them hereby is, individually and collectively, authorized, empowered, and directed, in the name and on behalf of the Company, to take or cause to be taken any and all actions, and to execute, deliver, acknowledge, file, and record any and all agreements, instruments, certificates, documents, and papers, as any such officer may deem necessary, advisable, or appropriate to effectuate the intent and purposes of the foregoing resolutions and to consummate the Bridge Financing and the transactions contemplated by the Transaction Documents, such determination to be conclusively evidenced by the taking of such action or the execution and delivery of such agreements, instruments, certificates, documents, and papers. Without limiting the generality of the foregoing, each Authorized Officer is authorized to pay or cause to be paid all fees, costs, and expenses incurred or to be incurred by the Company in connection with the Bridge Financing, including legal fees, escrow fees, filing fees, and other transaction-related expenses.
Resolution 14: Ratification
RESOLVED, that all actions heretofore taken by any officer or director of the Company, or by any agent, employee, or representative of the Company acting under the direction of any officer or director, in connection with the Bridge Financing, the negotiation and preparation of the Transaction Documents, the engagement of legal counsel and advisors, and the matters contemplated by the foregoing resolutions, are hereby ratified, confirmed, and approved in all respects as the valid and binding acts and deeds of the Company.
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SIGNATURE PAGES
This Unanimous Written Consent may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (PDF)), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Unanimous Written Consent by facsimile, email, or other electronic transmission shall be as effective as delivery of a manually executed counterpart.
This Unanimous Written Consent shall be effective as of the date set forth below and shall be filed with the minutes of the proceedings of the Board of Directors of the Company, in accordance with Section 141(f) of the DGCL.
[NAMES OF ALL DIRECTORS TO BE INSERTED — Please confirm full board composition with Priya Ramanathan, General Counsel, prior to final circulation for execution.]
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent as of the date set forth below.
Effective Date: _____, 2024
MEMBER OF THE BOARD OF DIRECTORS
By: ________
Name: ________
Title: Director
Date: ________
MEMBER OF THE BOARD OF DIRECTORS
By: ________
Name: ________
Title: Director
Date: ________
MEMBER OF THE BOARD OF DIRECTORS
By: ________
Name: ________
Title: Director
Date: ________
MEMBER OF THE BOARD OF DIRECTORS
By: ________
Name: ________
Title: Director
Date: ________
MEMBER OF THE BOARD OF DIRECTORS
By: ________
Name: ________
Title: Director
Date: ________
MEMBER OF THE BOARD OF DIRECTORS
By: ________
Name: ________
Title: Director
Date: ________
MEMBER OF THE BOARD OF DIRECTORS
By: ________
Name: ________
Title: Director
Date: ________
Note: Draft circulated January 7, 2024. Intended execution date: January 10, 2024. Please confirm full Board composition and return executed signature pages to Priya Ramanathan at pramanathan@skybridgefintech.com.
LIST OF EXHIBITS AND ATTACHMENTS
The following exhibits and attachments are referenced in and form a part of this Unanimous Written Consent:
DRAFTING NOTE: Final forms of Transaction Documents to be attached upon completion of negotiation between the Company, Calderwood & Harkness LLP, and Whitfield, Pratt & Soo LLP. Current drafts are attached for Board review purposes only and remain subject to revision. Directors should direct any comments or questions regarding the draft Transaction Documents to Priya Ramanathan, General Counsel, or to Calderwood & Harkness LLP (Matter No. 1009-00001).
Purchaser | Commitment Amount | Percentage of Total
Ridgeline Ventures Fund IV, L.P. | $30,000,000 | 50.00%
Beacon Hill Capital Partners, LLC | $15,000,000 | 25.00%
Northstar Innovation Fund II, L.P. | $10,000,000 | 16.67%
Halcyon Growth Equity, L.P. | $5,000,000 | 8.33%
Total | $60,000,000 | 100.00%
Exhibit | Description
Exhibit A | Form of Note Purchase Agreement (draft circulated December 11, 2023, as revised)
Exhibit B | Form of Convertible Promissory Note
Exhibit C | Form of Subordination Agreement
Exhibit D | Form of Amendment No. 1 to Amended and Restated Investors' Rights Agreement
Exhibit E | Form of Amendment No. 1 to Right of First Refusal and Co-Sale Agreement
Exhibit F | Form of Escrow Agreement (Granite Trust Company, N.A.)
Exhibit G | Schedule of Purchasers (with commitment amounts and percentage allocations)

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

OF SKYBRIDGE FINTECH LTD.

RECITALS

RESOLUTIONS

SIGNATURE PAGES

MEMBER OF THE BOARD OF DIRECTORS

MEMBER OF THE BOARD OF DIRECTORS

MEMBER OF THE BOARD OF DIRECTORS

MEMBER OF THE BOARD OF DIRECTORS

MEMBER OF THE BOARD OF DIRECTORS

MEMBER OF THE BOARD OF DIRECTORS

MEMBER OF THE BOARD OF DIRECTORS

LIST OF EXHIBITS AND ATTACHMENTS

Record

Parties

Dates

Amounts