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

draft-stockholder-consent.docx DOCUMENT Funds

10 / 74 ← → ✕

WRITTEN CONSENT OF STOCKHOLDERS IN LIEU OF SPECIAL MEETING OF SKYBRIDGE FINTECH LTD.

A Delaware Corporation

DRAFT — Circulated January 10, 2024

Drafted by: Calderwood & Harkness LLP, 600 Lexington Avenue, New York, NY 10022 Matter No. 1009-00001 Prepared by: Leonard Ashford, Of Counsel, and Nina Reyes, Senior Associate, Emerging Companies & Venture Capital

DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO REVISION

PREAMBLE AND RECITALS

The undersigned, being stockholders of Skybridge Fintech Ltd., a Delaware corporation (the "Company"), holding shares of the Company's capital stock representing at least a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote thereon, hereby consent in writing to the adoption of the following resolutions and the taking of the actions set forth herein in lieu of a special meeting of stockholders of the Company, pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL"). This Written Consent of Stockholders in Lieu of Special Meeting (this "Written Consent") is adopted with the same force and effect as if adopted at a duly called and held special meeting of stockholders of the Company.

WHEREAS, the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on March 14, 2017, with its principal executive office located at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801, Employer Identification Number 83-2147605, and Delaware Secretary of State File Number 6384291;

WHEREAS, the Board of Directors of the Company (the "Board"), by Unanimous Written Consent of the Board of Directors dated January 10, 2024 (the "Board Consent"), has unanimously approved and recommended that the stockholders of the Company approve each of the actions and resolutions set forth herein, and has determined that each such action is advisable and in the best interests of the Company and its stockholders;

WHEREAS, the Company proposes to enter into a convertible note bridge financing (the "Bridge Financing") pursuant to which the Company will issue and sell convertible promissory notes (the "Notes") in the aggregate principal amount of Sixty Million Dollars ($60,000,000) to certain investors identified herein (collectively, the "Purchasers"), in order to provide the Company with working capital and operational funding pending the Company's anticipated Series D preferred stock financing;

WHEREAS, the Purchasers and their respective commitment amounts under the Bridge Financing are as follows:

WHEREAS, the Notes will bear interest at the rate of six percent (6.00%) per annum (600 basis points), calculated as simple interest on the outstanding principal balance, computed on the basis of a 365-day year and the actual number of days elapsed, and the Notes will mature on January 15, 2026, being twenty-four (24) months from the anticipated date of the initial closing of the Bridge Financing (the "Maturity Date");

WHEREAS, the Notes will provide for automatic conversion upon the occurrence of a Qualified Financing, defined as a Series D equity financing of the Company in which the Company raises at least Eighty Million Dollars ($80,000,000) in new equity capital (exclusive of any amounts converted under the Notes), at a conversion price per share equal to the lower of (a) eighty percent (80%) of the price per share paid by investors in the Qualified Financing (reflecting a twenty percent (20%) discount to the Qualified Financing price), or (b) the price per share implied by a pre-money valuation cap of Seven Hundred Fifty Million Dollars ($750,000,000) on a fully diluted basis (the "Valuation Cap"), which, based on the Company's approximately 48,500,000 fully diluted shares outstanding as of the date hereof, implies a conversion price of approximately Fifteen Dollars and Forty-Six Cents ($15.46) per share (the "Cap Price");

WHEREAS, in the event of a Change of Control (as defined in the Notes) occurring prior to the conversion or repayment of the Notes, the holders of the Notes will be entitled to receive the greater of (i) two times (2.0x) the outstanding principal amount of such holder's Note plus all accrued and unpaid interest thereon, or (ii) the amount that would be payable to such holder upon conversion of the Note at the Valuation Cap immediately prior to such Change of Control, as more fully set forth in the form of Convertible Promissory Note;

WHEREAS, the Notes will be subordinated in right of payment to the Company's existing venture debt facility in the principal amount of Fifteen Million Dollars ($15,000,000) with Kelvantis Lending Corp. ("Kelvantis") pursuant to the Loan and Security Agreement dated August 15, 2022 between Kelvantis and the Company (the "Kelvantis Facility"), as more fully set forth in the Subordination Agreement to be entered into among Kelvantis, the Purchasers, and the Company;

WHEREAS, the Bridge Financing will be documented by a Note Purchase Agreement (the "NPA") by and among the Company and the Purchasers, together with related transaction documents, including, without limitation, the form of Convertible Promissory Note, the Subordination Agreement, an Escrow Agreement with Granite Trust Company, N.A. (the "Escrow Agent"), and amendments to the Company's existing investor agreements, each substantially in the forms presented to the undersigned stockholders and attached hereto as Exhibits;

WHEREAS, the issuance of the Notes and the shares of the Company's capital stock issuable upon conversion thereof (the "Conversion Shares"), and the amendments to the Company's existing investor agreements described herein, require the approval of the Company's stockholders under (a) the Company's Fourth Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), (b) the Amended and Restated Investors' Rights Agreement dated as of September 22, 2021, by and among the Company and the investors party thereto (the "IRA"), (c) the Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of September 22, 2021, by and among the Company, certain key holders, and the investors party thereto (the "ROFR Agreement"), and/or (d) applicable provisions of the DGCL; and

WHEREAS, the undersigned stockholders, having reviewed the NPA, the form of Note, the Subordination Agreement, the proposed amendments to the IRA and the ROFR Agreement, and such other information regarding the Bridge Financing as they have deemed appropriate, and having had the opportunity to consult with their respective legal and financial advisors, have determined that it is in the best interests of the Company and its stockholders to approve the actions and adopt the resolutions set forth below.

NOW, THEREFORE, the undersigned stockholders of the Company, constituting holders of at least a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote thereon, hereby adopt and approve the following resolutions:

SECTION 1: APPROVAL OF THE NOTE PURCHASE AGREEMENT AND CONVERTIBLE NOTE ISSUANCE

RESOLVED, that the stockholders of the Company hereby approve the Note Purchase Agreement (the "NPA") by and among the Company and the Purchasers, substantially in the form attached hereto as Exhibit A and presented to the undersigned stockholders, providing for the issuance and sale by the Company of convertible promissory notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000), together with all schedules, exhibits, and annexes thereto, and all terms and conditions set forth therein, including, without limitation, the representations and warranties to be made by the Company, the conditions to closing, the covenants and agreements to be undertaken by the Company, and the indemnification obligations of the Company, in each case as set forth in the NPA.

RESOLVED FURTHER, that the stockholders of the Company hereby approve the issuance by the Company of the Notes to the Purchasers in the amounts set forth in the recitals above, in accordance with the terms and conditions of the NPA, including, without limitation, the issuance of shares of the Company's capital stock upon conversion of the Notes (whether upon automatic conversion upon a Qualified Financing, optional conversion at or after the Maturity Date, or conversion in connection with a Change of Control) at the conversion price determined in accordance with the terms of the Notes and the NPA, which conversion price shall be equal to the lower of (a) eighty percent (80%) of the price per share paid by investors in the Qualified Financing, or (b) the price per share implied by the Seven Hundred Fifty Million Dollar ($750,000,000) pre-money Valuation Cap on a fully diluted basis. The stockholders acknowledge that the number of Conversion Shares issuable upon conversion of the Notes cannot be determined as of the date hereof and will depend upon the conversion price applicable at the time of conversion.

RESOLVED FURTHER, that the stockholders of the Company hereby approve the form of Convertible Promissory Note attached as Exhibit A to the NPA (and attached hereto as Exhibit B), including all of the terms and conditions thereof, including, without limitation:

(a) the interest rate of six percent (6.00%) per annum, simple interest, computed on a 365-day year basis;

(b) the Maturity Date of January 15, 2026;

(c) the automatic conversion mechanics upon the occurrence of a Qualified Financing (as defined in the Notes) at the conversion price described above;

(d) the optional conversion mechanics at or following the Maturity Date, permitting each holder to elect to convert the outstanding principal and accrued interest on its Note into shares of the Company's most senior class of preferred stock then outstanding, at the Valuation Cap price per share;

(e) the Change of Control provisions, providing for payment to the holders of the greater of (i) 2.0x outstanding principal plus accrued and unpaid interest, or (ii) the amount payable upon conversion at the Valuation Cap;

(f) the Most Favored Nation provision, pursuant to which the Company agrees that if, prior to the conversion or repayment of the Notes, the Company issues any convertible promissory notes, simple agreements for future equity, or similar convertible instruments on terms more favorable to the holders thereof than the terms of the Notes, then each holder of Notes shall have the right, upon written notice to the Company, to amend its Note to include such more favorable terms;

(g) the subordination of the Notes to the Company's existing Kelvantis Facility, as more fully documented in the Subordination Agreement; and

(h) such other terms and conditions as are set forth in the form of Note.

The stockholders hereby authorize the reservation by the Company of a sufficient number of shares of the Company's capital stock to effect the conversion of the Notes and the issuance of the Conversion Shares, and the stockholders hereby approve the issuance of such Conversion Shares upon conversion of the Notes in accordance with their respective terms, without the need for any further action or approval of the stockholders of the Company.

SECTION 2: APPROVAL OF THE SUBORDINATION AGREEMENT

RESOLVED, that the stockholders of the Company hereby approve the Subordination Agreement (the "Subordination Agreement") by and among Kelvantis Lending Corp., the Purchasers, and the Company, substantially in the form attached hereto as Exhibit C and presented to the undersigned stockholders, pursuant to which the Notes and all obligations of the Company thereunder will be subordinated in right of payment and priority to the Company's existing Fifteen Million Dollar ($15,000,000) venture debt facility under the Loan and Security Agreement dated August 15, 2022 between Kelvantis Lending Corp. and the Company, including all principal, accrued interest, fees, costs, expenses, and other amounts owing thereunder. The stockholders acknowledge that the Subordination Agreement has been required by Kelvantis as a condition to Kelvantis's consent to the issuance of the Notes and the Bridge Financing, and the stockholders hereby approve the Company's entry into the Subordination Agreement and the performance by the Company of its obligations thereunder.

SECTION 3: APPROVAL OF AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

RESOLVED, that the stockholders of the Company hereby approve Amendment No. 1 to the Amended and Restated Investors' Rights Agreement (the "IRA Amendment"), substantially in the form attached hereto as Exhibit D and presented to the undersigned stockholders. The IRA Amendment amends the Amended and Restated Investors' Rights Agreement dated as of September 22, 2021, by and among the Company and the investors party thereto, to (i) add each of the Purchasers as parties to the IRA, (ii) grant the Purchasers information rights (including the right to receive audited annual financial statements, unaudited quarterly financial statements, and such other information rights as are available to "Major Investors" (as defined in the IRA) thereunder), and (iii) grant the Purchasers pro rata participation rights in connection with the Bridge Financing and any future issuances of securities by the Company to the extent provided in the IRA, in each case on terms no less favorable than those currently provided to the existing parties to the IRA.

The stockholders note that the existing parties to the IRA include, among others, holders from the Company's prior preferred stock financing rounds, including (a) Crestpoint Seed Partners, L.P., as holder of Series A Preferred Stock, (b) Halcyon Growth Equity, L.P., as holder of Series B Preferred Stock, and (c) Ridgeline Ventures Fund III, L.P. and Beacon Hill Capital Partners, LLC, as holders of Series C Preferred Stock. The stockholders acknowledge that the IRA Amendment has been approved by the Board and by holders of the requisite percentage of shares required to approve such amendment under Section 7.5 of the IRA, and the undersigned stockholders hereby consent to and approve the IRA Amendment in all respects.

SECTION 4: APPROVAL OF AMENDMENT NO. 1 TO THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

RESOLVED, that the stockholders of the Company hereby approve Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement (the "ROFR Amendment"), substantially in the form attached hereto as Exhibit E and presented to the undersigned stockholders. The ROFR Amendment amends the Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of September 22, 2021, by and among the Company, certain key holders, and the investors party thereto, to (i) add each of the Purchasers as "Investors" (as defined therein) and parties to the ROFR Agreement, and (ii) extend the right of first refusal and co-sale rights provided thereunder to the Purchasers in connection with the Bridge Financing, on terms consistent with those currently afforded to existing parties to the ROFR Agreement.

The stockholders acknowledge that the ROFR Amendment has been approved by the Board and by the holders of the requisite percentage of shares required to approve such amendment under the ROFR Agreement, and the undersigned stockholders hereby consent to and approve the ROFR Amendment in all respects.

SECTION 5: WAIVER OF PREEMPTIVE RIGHTS AND ANTI-DILUTION ADJUSTMENTS

RESOLVED, that to the extent any undersigned stockholder holds any preemptive rights, rights of first offer, rights of first refusal, pro rata participation rights, or other similar participation or purchase rights under the Company's Certificate of Incorporation, the IRA, the ROFR Agreement, or any other agreement with the Company (collectively, "Participation Rights") that would be triggered by or applicable to the issuance of the Notes, the issuance of the Conversion Shares upon conversion thereof, or any other transaction contemplated by the NPA and the related transaction documents, each such undersigned stockholder hereby irrevocably waives such Participation Rights solely with respect to the Bridge Financing and the issuance of the Notes and the Conversion Shares in connection therewith, to the extent such Participation Rights are not otherwise addressed by and preserved under the IRA Amendment. For the avoidance of doubt, this waiver shall not constitute a waiver of any Participation Rights with respect to any future issuance of securities by the Company other than the Notes and the Conversion Shares.

The stockholders acknowledge and agree that this Section 5 is intended to address, among other things, the potential interaction between the conversion terms of the Notes (including the Valuation Cap, the conversion discount, and the Most Favored Nation provision) and the existing anti-dilution protections held by holders of the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock under the Certificate of Incorporation. To the extent any adjustment to the conversion price of any series of preferred stock would otherwise be triggered by the issuance of the Notes or the Conversion Shares at the conversion prices described herein, such adjustments are hereby acknowledged by the undersigned holders of preferred stock, and to the extent required, such holders hereby waive their right to object to or challenge such anti-dilution adjustments (or the absence thereof) solely as they relate to the Bridge Financing. Nothing in this Section 5 shall be construed to waive or modify any anti-dilution protections applicable to any future issuance of securities by the Company other than the Notes and the Conversion Shares.

SECTION 6: AUTHORIZATION OF OFFICERS TO EXECUTE AND DELIVER DOCUMENTS

RESOLVED, that each of Arjun Mehta, Chief Executive Officer and Co-Founder of the Company, David Lindstrom, Chief Financial Officer of the Company, and Priya Ramanathan, General Counsel and Secretary of the Company, acting individually or collectively (each, an "Authorized Officer"), be, and each of them hereby is, authorized, empowered, and directed, in the name of and on behalf of the Company, to negotiate, execute, and deliver the NPA, the Notes, the Subordination Agreement, the IRA Amendment, the ROFR Amendment, the Escrow Agreement with Granite Trust Company, N.A. (in its capacity as Escrow Agent), and any and all other agreements, instruments, certificates, documents, opinions, undertakings, filings, and notices as may be necessary, appropriate, or desirable in connection with the Bridge Financing and the transactions contemplated thereby, in each case with such changes, modifications, amendments, and supplements thereto as any such Authorized Officer shall approve, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof.

RESOLVED FURTHER, that the Authorized Officers are hereby authorized, empowered, and directed to take all actions and execute and deliver all documents, instruments, and certificates necessary or advisable to consummate the initial closing of the Bridge Financing (the "Initial Closing") and any subsequent closings under the NPA, including, without limitation, the joinder of additional Purchasers to the NPA and the issuance of additional Notes in connection therewith (subject to any aggregate principal amount limitations set forth in the NPA), the deposit and release of funds with the Escrow Agent, the filing of any required forms with the United States Securities and Exchange Commission (including, without limitation, any Form D filings under Regulation D of the Securities Act of 1933, as amended), the filing of any required blue sky or state securities filings, and the delivery of any closing certificates, secretary's certificates, or officers' certificates required in connection with the Bridge Financing.

SECTION 7: RATIFICATION OF PRIOR ACTIONS

RESOLVED, that any and all actions heretofore taken by the officers, directors, employees, agents, attorneys, and other representatives of the Company in connection with the Bridge Financing and the transactions contemplated thereby, including, without limitation, the negotiation, preparation, and execution of the non-binding term sheet dated December 4, 2023 between the Company and the lead Purchasers, the engagement of Calderwood & Harkness LLP as outside legal counsel to the Company in connection with the Bridge Financing, the preparation and circulation of transaction documents to the Purchasers and their counsel, the conduct of due diligence, discussions and negotiations with Kelvantis Lending Corp. regarding the Subordination Agreement and related consents, and all communications with stockholders regarding the Bridge Financing, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.

SECTION 8: OMNIBUS RESOLUTION

RESOLVED, that the Authorized Officers and any other duly authorized officer of the Company are hereby authorized, empowered, and directed to do and perform any and all such further acts and things, to execute and deliver any and all such further instruments, agreements, certificates, documents, and filings, and to pay all such fees, costs, and expenses (including, without limitation, legal fees, filing fees, escrow fees, and other transaction costs), as any such officer shall deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the Bridge Financing and the transactions contemplated thereby, the execution and delivery of any such instrument, agreement, certificate, or document, or the payment of any such fee, cost, or expense, by any such officer to be conclusive evidence of such officer's determination that the same is necessary, appropriate, or advisable.

Without limiting the generality of the foregoing, the Authorized Officers are specifically authorized to make such modifications to the forms of the NPA, the Notes, the Subordination Agreement, the IRA Amendment, the ROFR Amendment, the Escrow Agreement, and any other transaction documents as any Authorized Officer may deem necessary or advisable, provided that such modifications are not materially adverse to the Company taken as a whole, and the execution of any such document by an Authorized Officer shall be conclusive evidence that such Authorized Officer has determined that any such modifications are not materially adverse to the Company.

SECTION 9: EFFECTIVENESS AND DGCL § 228 COMPLIANCE

This Written Consent shall be effective as of the date of the last signature hereto (the "Effective Date"). The resolutions adopted herein and the actions authorized hereby shall have the same force and effect as if adopted and authorized at a duly called and held special meeting of the stockholders of the Company at which all stockholders entitled to vote thereon were present and voting.

This Written Consent may be executed in two or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Written Consent by facsimile, electronic mail (including by .pdf or any electronic signature technology compliant with the federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, and/or other applicable law, including Brightwater Software or similar platforms), shall be deemed to be execution and delivery of an original counterpart of this Written Consent for all purposes.

Pursuant to Section 228(e) of the DGCL, the Company shall provide prompt notice of the taking of the corporate actions set forth herein to those stockholders of the Company entitled to vote on such actions who have not consented in writing hereto and who, if the actions had been taken at a meeting, would have been entitled to notice of such meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take such actions were delivered to the Company. The Company shall cause such notice (the "Section 228 Notice to Non-Consenting Stockholders") to be delivered in accordance with Section 228(e) of the DGCL promptly following the Effective Date.

This Written Consent shall be filed with the minutes of the proceedings of the stockholders of the Company and shall be maintained in the corporate records of the Company in accordance with Section 228(a) of the DGCL.

[Remainder of this page intentionally left blank. Signature pages follow.]

SIGNATURE PAGES TO WRITTEN CONSENT OF STOCKHOLDERS IN LIEU OF SPECIAL MEETING OF SKYBRIDGE FINTECH LTD.

IN WITNESS WHEREOF, the undersigned stockholders of Skybridge Fintech Ltd. have executed this Written Consent as of the dates set forth below.

RIDGELINE VENTURES FUND III, L.P. (Series C Preferred Stockholder)

By: Ridgeline Ventures Management IV, LLC,

its General Partner

By: ________

Name: Catherine "Kate" Drummond

Title: Managing Partner

Date: ________

By: ________

Name: Samuel Okonkwo

Title: Partner

Date: ________

BEACON HILL CAPITAL PARTNERS, LLC (Series C Preferred Stockholder)

By: ________

Name: Joanna Falkner

Title: Managing Director

Date: ________

HALCYON GROWTH EQUITY, L.P. (Series B Preferred Stockholder)

By: Halcyon Growth Management, LLC,

its General Partner

By: ________

Name: Robert "Rob" Castillo

Title: Partner

Date: ________

CRESTPOINT SEED PARTNERS, L.P. (Series A Preferred Stockholder)

By: ________

Name: ________

Title: ________

Date: ________

ARJUN MEHTA (Common Stockholder — Co-Founder)

________________________________________

Arjun Mehta, individually

Date: ________

ELENA VASQUEZ (Common Stockholder — Co-Founder)

________________________________________

Elena Vasquez, individually

Date: ________

[ADDITIONAL STOCKHOLDER]

By: ________

Name: ________

Title: ________

Date: ________

Note: Signatures of holders of a majority of the outstanding shares of capital stock of the Company entitled to vote thereon are required for the effectiveness of this Written Consent. The Company's records indicate that the foregoing stockholders, if all execute this Written Consent, will hold shares representing in excess of the requisite majority. Additional signature pages may be appended as necessary.

EXHIBIT LIST

The following Exhibits are attached hereto and incorporated herein by reference. Each Exhibit has been provided to the undersigned stockholders for review in connection with this Written Consent.

Exhibit A — Form of Note Purchase Agreement (in substantially final form), by and among Skybridge Fintech Ltd. and the Purchasers named therein

Exhibit B — Form of Convertible Promissory Note

Exhibit C — Form of Subordination Agreement, by and among Kelvantis Lending Corp., the Purchasers, and Skybridge Fintech Ltd.

Exhibit D — Form of Amendment No. 1 to Amended and Restated Investors' Rights Agreement dated as of September 22, 2021

Exhibit E — Form of Amendment No. 1 to Right of First Refusal and Co-Sale Agreement dated as of September 22, 2021

Note: The Exhibits referenced above have been circulated to each undersigned stockholder for review in connection with this Written Consent. The final execution versions of each Exhibit may reflect non-material changes from the forms attached hereto, including conforming edits, corrections of typographical or scrivener's errors, and other ministerial modifications. Any material changes to the forms attached hereto will be re-circulated to the stockholders prior to execution and closing.

DRAFT — Calderwood & Harkness LLP — January 10, 2024 Matter No. 1009-00001

Prepared by: Leonard Ashford, Of Counsel, and Nina Reyes, Senior Associate Emerging Companies & Venture Capital Practice Group Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022

For circulation to: Priya Ramanathan, General Counsel, Skybridge Fintech Ltd., for distribution to stockholders of the Company.

This document is a DRAFT prepared for discussion purposes only and is subject to revision. This document does not constitute a binding agreement or commitment of any party. No party shall have any obligation with respect to the transactions described herein unless and until definitive documentation has been executed and delivered by all parties thereto.

Purchaser	Commitment Amount
Ridgeline Ventures Fund IV, L.P.	$30,000,000
Beacon Hill Capital Partners, LLC	$15,000,000
Northstar Innovation Fund II, L.P.	$10,000,000
Halcyon Growth Equity, L.P.	$5,000,000
Total	$60,000,000

WRITTEN CONSENT OF STOCKHOLDERS IN LIEU OF SPECIAL MEETING OF SKYBRIDGE FINTECH LTD.
A Delaware Corporation
DRAFT — Circulated January 10, 2024
Drafted by: Calderwood & Harkness LLP, 600 Lexington Avenue, New York, NY 10022 Matter No. 1009-00001 Prepared by: Leonard Ashford, Of Counsel, and Nina Reyes, Senior Associate, Emerging Companies & Venture Capital
DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO REVISION
PREAMBLE AND RECITALS
The undersigned, being stockholders of Skybridge Fintech Ltd., a Delaware corporation (the "Company"), holding shares of the Company's capital stock representing at least a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote thereon, hereby consent in writing to the adoption of the following resolutions and the taking of the actions set forth herein in lieu of a special meeting of stockholders of the Company, pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL"). This Written Consent of Stockholders in Lieu of Special Meeting (this "Written Consent") is adopted with the same force and effect as if adopted at a duly called and held special meeting of stockholders of the Company.
WHEREAS, the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on March 14, 2017, with its principal executive office located at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801, Employer Identification Number 83-2147605, and Delaware Secretary of State File Number 6384291;
WHEREAS, the Board of Directors of the Company (the "Board"), by Unanimous Written Consent of the Board of Directors dated January 10, 2024 (the "Board Consent"), has unanimously approved and recommended that the stockholders of the Company approve each of the actions and resolutions set forth herein, and has determined that each such action is advisable and in the best interests of the Company and its stockholders;
WHEREAS, the Company proposes to enter into a convertible note bridge financing (the "Bridge Financing") pursuant to which the Company will issue and sell convertible promissory notes (the "Notes") in the aggregate principal amount of Sixty Million Dollars ($60,000,000) to certain investors identified herein (collectively, the "Purchasers"), in order to provide the Company with working capital and operational funding pending the Company's anticipated Series D preferred stock financing;
WHEREAS, the Purchasers and their respective commitment amounts under the Bridge Financing are as follows:
WHEREAS, the Notes will bear interest at the rate of six percent (6.00%) per annum (600 basis points), calculated as simple interest on the outstanding principal balance, computed on the basis of a 365-day year and the actual number of days elapsed, and the Notes will mature on January 15, 2026, being twenty-four (24) months from the anticipated date of the initial closing of the Bridge Financing (the "Maturity Date");
WHEREAS, the Notes will provide for automatic conversion upon the occurrence of a Qualified Financing, defined as a Series D equity financing of the Company in which the Company raises at least Eighty Million Dollars ($80,000,000) in new equity capital (exclusive of any amounts converted under the Notes), at a conversion price per share equal to the lower of (a) eighty percent (80%) of the price per share paid by investors in the Qualified Financing (reflecting a twenty percent (20%) discount to the Qualified Financing price), or (b) the price per share implied by a pre-money valuation cap of Seven Hundred Fifty Million Dollars ($750,000,000) on a fully diluted basis (the "Valuation Cap"), which, based on the Company's approximately 48,500,000 fully diluted shares outstanding as of the date hereof, implies a conversion price of approximately Fifteen Dollars and Forty-Six Cents ($15.46) per share (the "Cap Price");
WHEREAS, in the event of a Change of Control (as defined in the Notes) occurring prior to the conversion or repayment of the Notes, the holders of the Notes will be entitled to receive the greater of (i) two times (2.0x) the outstanding principal amount of such holder's Note plus all accrued and unpaid interest thereon, or (ii) the amount that would be payable to such holder upon conversion of the Note at the Valuation Cap immediately prior to such Change of Control, as more fully set forth in the form of Convertible Promissory Note;
WHEREAS, the Notes will be subordinated in right of payment to the Company's existing venture debt facility in the principal amount of Fifteen Million Dollars ($15,000,000) with Kelvantis Lending Corp. ("Kelvantis") pursuant to the Loan and Security Agreement dated August 15, 2022 between Kelvantis and the Company (the "Kelvantis Facility"), as more fully set forth in the Subordination Agreement to be entered into among Kelvantis, the Purchasers, and the Company;
WHEREAS, the Bridge Financing will be documented by a Note Purchase Agreement (the "NPA") by and among the Company and the Purchasers, together with related transaction documents, including, without limitation, the form of Convertible Promissory Note, the Subordination Agreement, an Escrow Agreement with Granite Trust Company, N.A. (the "Escrow Agent"), and amendments to the Company's existing investor agreements, each substantially in the forms presented to the undersigned stockholders and attached hereto as Exhibits;
WHEREAS, the issuance of the Notes and the shares of the Company's capital stock issuable upon conversion thereof (the "Conversion Shares"), and the amendments to the Company's existing investor agreements described herein, require the approval of the Company's stockholders under (a) the Company's Fourth Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), (b) the Amended and Restated Investors' Rights Agreement dated as of September 22, 2021, by and among the Company and the investors party thereto (the "IRA"), (c) the Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of September 22, 2021, by and among the Company, certain key holders, and the investors party thereto (the "ROFR Agreement"), and/or (d) applicable provisions of the DGCL; and
WHEREAS, the undersigned stockholders, having reviewed the NPA, the form of Note, the Subordination Agreement, the proposed amendments to the IRA and the ROFR Agreement, and such other information regarding the Bridge Financing as they have deemed appropriate, and having had the opportunity to consult with their respective legal and financial advisors, have determined that it is in the best interests of the Company and its stockholders to approve the actions and adopt the resolutions set forth below.
NOW, THEREFORE, the undersigned stockholders of the Company, constituting holders of at least a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote thereon, hereby adopt and approve the following resolutions:
SECTION 1: APPROVAL OF THE NOTE PURCHASE AGREEMENT AND CONVERTIBLE NOTE ISSUANCE
RESOLVED, that the stockholders of the Company hereby approve the Note Purchase Agreement (the "NPA") by and among the Company and the Purchasers, substantially in the form attached hereto as Exhibit A and presented to the undersigned stockholders, providing for the issuance and sale by the Company of convertible promissory notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000), together with all schedules, exhibits, and annexes thereto, and all terms and conditions set forth therein, including, without limitation, the representations and warranties to be made by the Company, the conditions to closing, the covenants and agreements to be undertaken by the Company, and the indemnification obligations of the Company, in each case as set forth in the NPA.
RESOLVED FURTHER, that the stockholders of the Company hereby approve the issuance by the Company of the Notes to the Purchasers in the amounts set forth in the recitals above, in accordance with the terms and conditions of the NPA, including, without limitation, the issuance of shares of the Company's capital stock upon conversion of the Notes (whether upon automatic conversion upon a Qualified Financing, optional conversion at or after the Maturity Date, or conversion in connection with a Change of Control) at the conversion price determined in accordance with the terms of the Notes and the NPA, which conversion price shall be equal to the lower of (a) eighty percent (80%) of the price per share paid by investors in the Qualified Financing, or (b) the price per share implied by the Seven Hundred Fifty Million Dollar ($750,000,000) pre-money Valuation Cap on a fully diluted basis. The stockholders acknowledge that the number of Conversion Shares issuable upon conversion of the Notes cannot be determined as of the date hereof and will depend upon the conversion price applicable at the time of conversion.
RESOLVED FURTHER, that the stockholders of the Company hereby approve the form of Convertible Promissory Note attached as Exhibit A to the NPA (and attached hereto as Exhibit B), including all of the terms and conditions thereof, including, without limitation:
(a) the interest rate of six percent (6.00%) per annum, simple interest, computed on a 365-day year basis;
(b) the Maturity Date of January 15, 2026;
(c) the automatic conversion mechanics upon the occurrence of a Qualified Financing (as defined in the Notes) at the conversion price described above;
(d) the optional conversion mechanics at or following the Maturity Date, permitting each holder to elect to convert the outstanding principal and accrued interest on its Note into shares of the Company's most senior class of preferred stock then outstanding, at the Valuation Cap price per share;
(e) the Change of Control provisions, providing for payment to the holders of the greater of (i) 2.0x outstanding principal plus accrued and unpaid interest, or (ii) the amount payable upon conversion at the Valuation Cap;
(f) the Most Favored Nation provision, pursuant to which the Company agrees that if, prior to the conversion or repayment of the Notes, the Company issues any convertible promissory notes, simple agreements for future equity, or similar convertible instruments on terms more favorable to the holders thereof than the terms of the Notes, then each holder of Notes shall have the right, upon written notice to the Company, to amend its Note to include such more favorable terms;
(g) the subordination of the Notes to the Company's existing Kelvantis Facility, as more fully documented in the Subordination Agreement; and
(h) such other terms and conditions as are set forth in the form of Note.
The stockholders hereby authorize the reservation by the Company of a sufficient number of shares of the Company's capital stock to effect the conversion of the Notes and the issuance of the Conversion Shares, and the stockholders hereby approve the issuance of such Conversion Shares upon conversion of the Notes in accordance with their respective terms, without the need for any further action or approval of the stockholders of the Company.
SECTION 2: APPROVAL OF THE SUBORDINATION AGREEMENT
RESOLVED, that the stockholders of the Company hereby approve the Subordination Agreement (the "Subordination Agreement") by and among Kelvantis Lending Corp., the Purchasers, and the Company, substantially in the form attached hereto as Exhibit C and presented to the undersigned stockholders, pursuant to which the Notes and all obligations of the Company thereunder will be subordinated in right of payment and priority to the Company's existing Fifteen Million Dollar ($15,000,000) venture debt facility under the Loan and Security Agreement dated August 15, 2022 between Kelvantis Lending Corp. and the Company, including all principal, accrued interest, fees, costs, expenses, and other amounts owing thereunder. The stockholders acknowledge that the Subordination Agreement has been required by Kelvantis as a condition to Kelvantis's consent to the issuance of the Notes and the Bridge Financing, and the stockholders hereby approve the Company's entry into the Subordination Agreement and the performance by the Company of its obligations thereunder.
SECTION 3: APPROVAL OF AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
RESOLVED, that the stockholders of the Company hereby approve Amendment No. 1 to the Amended and Restated Investors' Rights Agreement (the "IRA Amendment"), substantially in the form attached hereto as Exhibit D and presented to the undersigned stockholders. The IRA Amendment amends the Amended and Restated Investors' Rights Agreement dated as of September 22, 2021, by and among the Company and the investors party thereto, to (i) add each of the Purchasers as parties to the IRA, (ii) grant the Purchasers information rights (including the right to receive audited annual financial statements, unaudited quarterly financial statements, and such other information rights as are available to "Major Investors" (as defined in the IRA) thereunder), and (iii) grant the Purchasers pro rata participation rights in connection with the Bridge Financing and any future issuances of securities by the Company to the extent provided in the IRA, in each case on terms no less favorable than those currently provided to the existing parties to the IRA.
The stockholders note that the existing parties to the IRA include, among others, holders from the Company's prior preferred stock financing rounds, including (a) Crestpoint Seed Partners, L.P., as holder of Series A Preferred Stock, (b) Halcyon Growth Equity, L.P., as holder of Series B Preferred Stock, and (c) Ridgeline Ventures Fund III, L.P. and Beacon Hill Capital Partners, LLC, as holders of Series C Preferred Stock. The stockholders acknowledge that the IRA Amendment has been approved by the Board and by holders of the requisite percentage of shares required to approve such amendment under Section 7.5 of the IRA, and the undersigned stockholders hereby consent to and approve the IRA Amendment in all respects.
SECTION 4: APPROVAL OF AMENDMENT NO. 1 TO THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
RESOLVED, that the stockholders of the Company hereby approve Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement (the "ROFR Amendment"), substantially in the form attached hereto as Exhibit E and presented to the undersigned stockholders. The ROFR Amendment amends the Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of September 22, 2021, by and among the Company, certain key holders, and the investors party thereto, to (i) add each of the Purchasers as "Investors" (as defined therein) and parties to the ROFR Agreement, and (ii) extend the right of first refusal and co-sale rights provided thereunder to the Purchasers in connection with the Bridge Financing, on terms consistent with those currently afforded to existing parties to the ROFR Agreement.
The stockholders acknowledge that the ROFR Amendment has been approved by the Board and by the holders of the requisite percentage of shares required to approve such amendment under the ROFR Agreement, and the undersigned stockholders hereby consent to and approve the ROFR Amendment in all respects.
SECTION 5: WAIVER OF PREEMPTIVE RIGHTS AND ANTI-DILUTION ADJUSTMENTS
RESOLVED, that to the extent any undersigned stockholder holds any preemptive rights, rights of first offer, rights of first refusal, pro rata participation rights, or other similar participation or purchase rights under the Company's Certificate of Incorporation, the IRA, the ROFR Agreement, or any other agreement with the Company (collectively, "Participation Rights") that would be triggered by or applicable to the issuance of the Notes, the issuance of the Conversion Shares upon conversion thereof, or any other transaction contemplated by the NPA and the related transaction documents, each such undersigned stockholder hereby irrevocably waives such Participation Rights solely with respect to the Bridge Financing and the issuance of the Notes and the Conversion Shares in connection therewith, to the extent such Participation Rights are not otherwise addressed by and preserved under the IRA Amendment. For the avoidance of doubt, this waiver shall not constitute a waiver of any Participation Rights with respect to any future issuance of securities by the Company other than the Notes and the Conversion Shares.
The stockholders acknowledge and agree that this Section 5 is intended to address, among other things, the potential interaction between the conversion terms of the Notes (including the Valuation Cap, the conversion discount, and the Most Favored Nation provision) and the existing anti-dilution protections held by holders of the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock under the Certificate of Incorporation. To the extent any adjustment to the conversion price of any series of preferred stock would otherwise be triggered by the issuance of the Notes or the Conversion Shares at the conversion prices described herein, such adjustments are hereby acknowledged by the undersigned holders of preferred stock, and to the extent required, such holders hereby waive their right to object to or challenge such anti-dilution adjustments (or the absence thereof) solely as they relate to the Bridge Financing. Nothing in this Section 5 shall be construed to waive or modify any anti-dilution protections applicable to any future issuance of securities by the Company other than the Notes and the Conversion Shares.
SECTION 6: AUTHORIZATION OF OFFICERS TO EXECUTE AND DELIVER DOCUMENTS
RESOLVED, that each of Arjun Mehta, Chief Executive Officer and Co-Founder of the Company, David Lindstrom, Chief Financial Officer of the Company, and Priya Ramanathan, General Counsel and Secretary of the Company, acting individually or collectively (each, an "Authorized Officer"), be, and each of them hereby is, authorized, empowered, and directed, in the name of and on behalf of the Company, to negotiate, execute, and deliver the NPA, the Notes, the Subordination Agreement, the IRA Amendment, the ROFR Amendment, the Escrow Agreement with Granite Trust Company, N.A. (in its capacity as Escrow Agent), and any and all other agreements, instruments, certificates, documents, opinions, undertakings, filings, and notices as may be necessary, appropriate, or desirable in connection with the Bridge Financing and the transactions contemplated thereby, in each case with such changes, modifications, amendments, and supplements thereto as any such Authorized Officer shall approve, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized, empowered, and directed to take all actions and execute and deliver all documents, instruments, and certificates necessary or advisable to consummate the initial closing of the Bridge Financing (the "Initial Closing") and any subsequent closings under the NPA, including, without limitation, the joinder of additional Purchasers to the NPA and the issuance of additional Notes in connection therewith (subject to any aggregate principal amount limitations set forth in the NPA), the deposit and release of funds with the Escrow Agent, the filing of any required forms with the United States Securities and Exchange Commission (including, without limitation, any Form D filings under Regulation D of the Securities Act of 1933, as amended), the filing of any required blue sky or state securities filings, and the delivery of any closing certificates, secretary's certificates, or officers' certificates required in connection with the Bridge Financing.
SECTION 7: RATIFICATION OF PRIOR ACTIONS
RESOLVED, that any and all actions heretofore taken by the officers, directors, employees, agents, attorneys, and other representatives of the Company in connection with the Bridge Financing and the transactions contemplated thereby, including, without limitation, the negotiation, preparation, and execution of the non-binding term sheet dated December 4, 2023 between the Company and the lead Purchasers, the engagement of Calderwood & Harkness LLP as outside legal counsel to the Company in connection with the Bridge Financing, the preparation and circulation of transaction documents to the Purchasers and their counsel, the conduct of due diligence, discussions and negotiations with Kelvantis Lending Corp. regarding the Subordination Agreement and related consents, and all communications with stockholders regarding the Bridge Financing, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
SECTION 8: OMNIBUS RESOLUTION
RESOLVED, that the Authorized Officers and any other duly authorized officer of the Company are hereby authorized, empowered, and directed to do and perform any and all such further acts and things, to execute and deliver any and all such further instruments, agreements, certificates, documents, and filings, and to pay all such fees, costs, and expenses (including, without limitation, legal fees, filing fees, escrow fees, and other transaction costs), as any such officer shall deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the Bridge Financing and the transactions contemplated thereby, the execution and delivery of any such instrument, agreement, certificate, or document, or the payment of any such fee, cost, or expense, by any such officer to be conclusive evidence of such officer's determination that the same is necessary, appropriate, or advisable.
Without limiting the generality of the foregoing, the Authorized Officers are specifically authorized to make such modifications to the forms of the NPA, the Notes, the Subordination Agreement, the IRA Amendment, the ROFR Amendment, the Escrow Agreement, and any other transaction documents as any Authorized Officer may deem necessary or advisable, provided that such modifications are not materially adverse to the Company taken as a whole, and the execution of any such document by an Authorized Officer shall be conclusive evidence that such Authorized Officer has determined that any such modifications are not materially adverse to the Company.
SECTION 9: EFFECTIVENESS AND DGCL § 228 COMPLIANCE
This Written Consent shall be effective as of the date of the last signature hereto (the "Effective Date"). The resolutions adopted herein and the actions authorized hereby shall have the same force and effect as if adopted and authorized at a duly called and held special meeting of the stockholders of the Company at which all stockholders entitled to vote thereon were present and voting.
This Written Consent may be executed in two or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Written Consent by facsimile, electronic mail (including by .pdf or any electronic signature technology compliant with the federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, and/or other applicable law, including Brightwater Software or similar platforms), shall be deemed to be execution and delivery of an original counterpart of this Written Consent for all purposes.
Pursuant to Section 228(e) of the DGCL, the Company shall provide prompt notice of the taking of the corporate actions set forth herein to those stockholders of the Company entitled to vote on such actions who have not consented in writing hereto and who, if the actions had been taken at a meeting, would have been entitled to notice of such meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take such actions were delivered to the Company. The Company shall cause such notice (the "Section 228 Notice to Non-Consenting Stockholders") to be delivered in accordance with Section 228(e) of the DGCL promptly following the Effective Date.
This Written Consent shall be filed with the minutes of the proceedings of the stockholders of the Company and shall be maintained in the corporate records of the Company in accordance with Section 228(a) of the DGCL.
[Remainder of this page intentionally left blank. Signature pages follow.]
SIGNATURE PAGES TO WRITTEN CONSENT OF STOCKHOLDERS IN LIEU OF SPECIAL MEETING OF SKYBRIDGE FINTECH LTD.
IN WITNESS WHEREOF, the undersigned stockholders of Skybridge Fintech Ltd. have executed this Written Consent as of the dates set forth below.
RIDGELINE VENTURES FUND III, L.P. (Series C Preferred Stockholder)
By: Ridgeline Ventures Management IV, LLC,
its General Partner
By: ________
Name: Catherine "Kate" Drummond
Title: Managing Partner
Date: ________
or
By: ________
Name: Samuel Okonkwo
Title: Partner
Date: ________
BEACON HILL CAPITAL PARTNERS, LLC (Series C Preferred Stockholder)
By: ________
Name: Joanna Falkner
Title: Managing Director
Date: ________
HALCYON GROWTH EQUITY, L.P. (Series B Preferred Stockholder)
By: Halcyon Growth Management, LLC,
its General Partner
By: ________
Name: Robert "Rob" Castillo
Title: Partner
Date: ________
CRESTPOINT SEED PARTNERS, L.P. (Series A Preferred Stockholder)
By: ________
Name: ________
Title: ________
Date: ________
ARJUN MEHTA (Common Stockholder — Co-Founder)
________________________________________
Arjun Mehta, individually
Date: ________
ELENA VASQUEZ (Common Stockholder — Co-Founder)
________________________________________
Elena Vasquez, individually
Date: ________
[ADDITIONAL STOCKHOLDER]
By: ________
Name: ________
Title: ________
Date: ________
Note: Signatures of holders of a majority of the outstanding shares of capital stock of the Company entitled to vote thereon are required for the effectiveness of this Written Consent. The Company's records indicate that the foregoing stockholders, if all execute this Written Consent, will hold shares representing in excess of the requisite majority. Additional signature pages may be appended as necessary.
EXHIBIT LIST
The following Exhibits are attached hereto and incorporated herein by reference. Each Exhibit has been provided to the undersigned stockholders for review in connection with this Written Consent.
Exhibit A — Form of Note Purchase Agreement (in substantially final form), by and among Skybridge Fintech Ltd. and the Purchasers named therein
Exhibit B — Form of Convertible Promissory Note
Exhibit C — Form of Subordination Agreement, by and among Kelvantis Lending Corp., the Purchasers, and Skybridge Fintech Ltd.
Exhibit D — Form of Amendment No. 1 to Amended and Restated Investors' Rights Agreement dated as of September 22, 2021
Exhibit E — Form of Amendment No. 1 to Right of First Refusal and Co-Sale Agreement dated as of September 22, 2021
Note: The Exhibits referenced above have been circulated to each undersigned stockholder for review in connection with this Written Consent. The final execution versions of each Exhibit may reflect non-material changes from the forms attached hereto, including conforming edits, corrections of typographical or scrivener's errors, and other ministerial modifications. Any material changes to the forms attached hereto will be re-circulated to the stockholders prior to execution and closing.
DRAFT — Calderwood & Harkness LLP — January 10, 2024 Matter No. 1009-00001
Prepared by: Leonard Ashford, Of Counsel, and Nina Reyes, Senior Associate Emerging Companies & Venture Capital Practice Group Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022
For circulation to: Priya Ramanathan, General Counsel, Skybridge Fintech Ltd., for distribution to stockholders of the Company.
This document is a DRAFT prepared for discussion purposes only and is subject to revision. This document does not constitute a binding agreement or commitment of any party. No party shall have any obligation with respect to the transactions described herein unless and until definitive documentation has been executed and delivered by all parties thereto.
Purchaser | Commitment Amount
Ridgeline Ventures Fund IV, L.P. | $30,000,000
Beacon Hill Capital Partners, LLC | $15,000,000
Northstar Innovation Fund II, L.P. | $10,000,000
Halcyon Growth Equity, L.P. | $5,000,000
Total | $60,000,000

WRITTEN CONSENT OF STOCKHOLDERS IN LIEU OF SPECIAL MEETING OF SKYBRIDGE FINTECH LTD.

PREAMBLE AND RECITALS

SECTION 1: APPROVAL OF THE NOTE PURCHASE AGREEMENT AND CONVERTIBLE NOTE ISSUANCE

SECTION 2: APPROVAL OF THE SUBORDINATION AGREEMENT

SECTION 5: WAIVER OF PREEMPTIVE RIGHTS AND ANTI-DILUTION ADJUSTMENTS

SECTION 6: AUTHORIZATION OF OFFICERS TO EXECUTE AND DELIVER DOCUMENTS

SECTION 7: RATIFICATION OF PRIOR ACTIONS

SECTION 8: OMNIBUS RESOLUTION

EXHIBIT LIST

Record

Parties

Dates

Amounts