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

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UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

SKYBRIDGE FINTECH LTD.

IN LIEU OF A SPECIAL MEETING

Effective as of January 10, 2024

The undersigned, being all of the members of the Board of Directors (the "Board") of Skybridge Fintech Ltd., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL"), hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of the date first written above. Pursuant to Section 141(f) of the DGCL and Article III, Section 3.12 of the Company's Amended and Restated Bylaws (as amended to date, the "Bylaws"), no prior notice of a meeting is required and no meeting of the Board need be called or held for the Board to take the actions set forth herein. This Unanimous Written Consent shall have the same force and effect as if such actions had been taken at a duly called and held special meeting of the Board at which all directors were present and voting.

RECITALS

A. Company Background

WHEREAS, the Company is Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware (C-corp), originally incorporated on March 14, 2017, with its principal executive offices located at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801, Federal Employer Identification Number 83-2147605, Delaware Secretary of State File Number 6384291;

WHEREAS, the Company operates a cloud-based payments orchestration and embedded lending platform designed to serve mid-market e-commerce companies, offering a suite of integrated financial products including multi-processor payment routing, real-time fraud analytics, working capital underwriting, and API-driven merchant financing solutions;

WHEREAS, the current officers of the Company are as follows: (i) Arjun Mehta, Chief Executive Officer and Co-Founder; (ii) Elena Vasquez, Chief Technology Officer and Co-Founder; (iii) David Lindstrom, Chief Financial Officer; (iv) Priya Ramanathan, General Counsel and Secretary; and (v) Marcus Tillman, Vice President, Corporate Development;

B. Proposed Bridge Financing

WHEREAS, the Board has reviewed and considered a proposed convertible note bridge financing (the "Bridge Financing") pursuant to which the Company would issue and sell convertible promissory notes (the "Notes") in an aggregate principal amount of Sixty Million Dollars ($60,000,000) to certain investors identified herein (collectively, the "Purchasers");

WHEREAS, the Notes will bear interest at a rate of 6.00% per annum (600 basis points), computed as simple interest on the basis of a 365-day year, and will mature on January 15, 2026, which is twenty-four (24) months from the anticipated Closing Date (as defined in the Note Purchase Agreement);

WHEREAS, the Notes will be convertible into shares of the Company's equity securities upon the occurrence of a Qualified Financing, defined as a preferred stock financing in which the Company raises at least Eighty Million Dollars ($80,000,000) in new equity capital, 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 (representing a twenty percent (20%) discount to such price) or (b) the price per share implied by a pre-money valuation cap of Seven Hundred Fifty Million Dollars ($750,000,000), calculated on a fully diluted basis;

WHEREAS, the Company has approximately 48,500,000 fully diluted shares outstanding as of the date hereof (inclusive of all outstanding common stock, preferred stock on an as-converted basis, outstanding stock options, outstanding restricted stock units, and shares reserved for future issuance under the Company's 2017 Equity Incentive Plan, as amended), and accordingly the valuation cap-implied price per share is approximately Fifteen Dollars and Forty-Six Cents ($15.46) per share ($750,000,000 ÷ 48,500,000);

WHEREAS, upon a Change of Control (as defined in the Notes) occurring prior to the conversion of the Notes, holders of the Notes would be entitled to receive the greater of (i) two times (2.0x) the outstanding principal amount plus all accrued and unpaid interest on such Notes, or (ii) the amount that would be payable to such holders upon conversion of the Notes at the price per share implied by the Valuation Cap;

WHEREAS, the Notes will contain a Most Favored Nation ("MFN") provision, pursuant to which holders of the Notes will be entitled to adjustment rights in the event the Company subsequently issues convertible notes, simple agreements for future equity ("SAFEs"), or other convertible instruments 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 lower interest rate;

WHEREAS, the Notes will be subordinated in right of payment to the Company's existing venture debt facility with Kelvantis Lending Corp., a Delaware corporation ("Kelvantis"), consisting of a Fifteen Million Dollar ($15,000,000) term loan and revolving credit facility originated under that certain Loan and Security Agreement, dated August 15, 2022, by and between Kelvantis and the Company (as amended from time to time, the "Kelvantis Loan Agreement");

C. Purchasers. WHEREAS, the Purchasers participating in the Bridge Financing, and their respective commitments, are as follows:

WHEREAS, the Board notes the following existing investor relationships with respect to the Company's capitalization: (i) Ridgeline Ventures Fund III, L.P. (an affiliated fund of the lead investor, Ridgeline Ventures Fund IV, L.P.) participated as a co-lead investor in the Company's Series C Preferred Stock financing, which closed on July 19, 2021, at a post-money valuation of approximately $620,000,000; (ii) Beacon Hill Capital Partners, LLC also participated as an investor in the Series C Preferred Stock financing; (iii) Halcyon Growth Equity, L.P. served as the lead investor in the Company's Series B Preferred Stock financing, which closed on February 8, 2020; and (iv) Northstar Innovation Fund II, L.P. is a new investor and has no pre-existing equity position in the Company;

D. Closing Structure

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

(i) Initial Closing: Forty-Five Million Dollars ($45,000,000), consisting of: Ridgeline Ventures Fund IV, L.P. ($30,000,000), Beacon Hill Capital Partners, LLC ($10,000,000), and Halcyon Growth Equity, L.P. ($5,000,000); and

(ii) Final Closing: Fifteen Million Dollars ($15,000,000), consisting of: Beacon Hill Capital Partners, LLC (remaining $5,000,000 of its total $15,000,000 commitment) and Northstar Innovation Fund II, L.P. ($10,000,000), to occur no later than thirty (30) days following the Initial Closing, or such other date as the parties may mutually agree;

E. Company Financial Position

WHEREAS, the Board has reviewed the Company's financial position as of September 30, 2023, as presented by David Lindstrom, Chief Financial Officer, including the following key operating and financial metrics:

(i) annual recurring revenue ("ARR") of approximately Seventy-Eight Million Dollars ($78,000,000);

(ii) annualized gross payment volume processed through the Company's platform of approximately Four Billion Two Hundred Million Dollars ($4,200,000,000);

(iii) net revenue retention rate of approximately one hundred twenty-eight percent (128%);

(iv) cash and cash equivalents on hand of approximately Eighteen Million Five Hundred Thousand Dollars ($18,500,000);

(v) monthly net cash burn rate of approximately Four Million Eight Hundred Thousand Dollars ($4,800,000); and

(vi) estimated pre-bridge cash runway of approximately 3.9 months based on the foregoing cash balance and burn rate;

WHEREAS, the proceeds of the Bridge Financing will extend the Company's cash runway to approximately 16.4 months, based on projected post-bridge cash on hand of approximately Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000) (calculated as the sum of current cash on hand plus the aggregate proceeds of the Bridge Financing, less estimated transaction costs), and such proceeds will fund general corporate purposes, working capital, and continued product development, pending the Company's planned Series D Preferred Stock equity round, which is currently estimated to occur during Q3–Q4 2024;

F. Transaction Documents

WHEREAS, the Board has reviewed and considered the following transaction documents (collectively, the "Transaction Documents"), copies or substantially final drafts of which have been made available to each director in advance of this consent:

(i) Note Purchase Agreement (the "NPA"), by and among the Company and the Purchasers;

(ii) Form of Convertible Promissory Note (attached as Exhibit A to the NPA);

(iii) Schedule of Purchasers (attached as Schedule 1 to the NPA), setting forth each Purchaser's name, address, commitment amount, and wire transfer instructions;

(iv) Company Disclosure Schedule to the NPA, setting forth exceptions to the Company's representations and warranties contained in the NPA;

(v) Subordination Agreement, by and among Kelvantis Lending Corp. (as senior lender), the Purchasers (as subordinated noteholders), and the Company, establishing the relative priorities, rights, and remedies of the senior lender and the subordinated noteholders;

(vi) Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated as of July 19, 2021, by and among the Company and the investors party thereto, adding the Purchasers as parties thereto and granting them information rights and pro rata participation rights;

(vii) Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated as of July 19, 2021, by and among the Company, the Founders, and the investors party thereto, adding the Purchasers as parties thereto and extending rights of first refusal and co-sale rights to the Purchasers;

(viii) Escrow Agreement, by and among the Company, the Purchasers, and Granite Trust Company, N.A. (100 Summer Street, Boston, Massachusetts 02110; contact: Angela Petrov, Vice President, Corporate Trust Services), as escrow agent, governing the deposit and release of closing funds through Escrow Account No. 4401-7829-SBF;

(ix) Joinder Agreement(s), to be executed by any Purchaser joining the transactions at the Final Closing; and

(x) Such other agreements, certificates, instruments, and documents as may be necessary, advisable, or desirable to consummate the Bridge Financing and the transactions contemplated by the Transaction Documents;

G. Advisors. WHEREAS, the Board has received the advice of the Company's outside legal counsel, Calderwood & Harkness LLP, with offices at 600 Lexington Avenue, New York, New York 10022, with respect to the legal terms, structure, and documentation of the Bridge Financing, and each member of the Board has had the opportunity to discuss the Bridge Financing with the Company's management and outside counsel;

WHEREAS, the investor syndicate (the Purchasers) is represented by Whitfield, Pratt & Soo LLP, with offices at One Federal Street, 26th Floor, Boston, Massachusetts 02110;

WHEREAS, the Company's independent registered public accounting firm, Pinnacle Audit Group LLP, has prepared audited financial statements for the fiscal year ended December 31, 2022, and has reviewed the Company's unaudited interim financial statements for the three and nine months ended September 30, 2023;

WHEREAS, the Company's most recent independent valuation of the fair market value of its common stock under Section 409A of the Internal Revenue Code of 1986, as amended, dated September 15, 2023, prepared by Atlas Valuation Services, Inc., determined the fair market value of the Company's common stock to be Eight Dollars and Forty-Two Cents ($8.42) per share as of such date;

H. Determination of Best Interests

WHEREAS, after due consideration of the foregoing matters, including the terms and conditions of the Transaction Documents, the advice of the Company's management and outside counsel, the Company's current financial position and runway requirements, the strategic importance of securing bridge capital to fund operations and product development through the anticipated Series D equity round, and the relative rights and obligations of the Company and the Purchasers under the Transaction Documents, the Board has determined that the Bridge Financing, the Transaction Documents, and the transactions contemplated thereby are advisable, fair to, and in the best interests of the Company and its stockholders.

RESOLUTIONS

NOW, THEREFORE, BE IT:

1. Approval of the Bridge Financing

RESOLVED, that the Bridge Financing, as described in the recitals above, including the issuance and sale of convertible promissory notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000), bearing interest at the rate of 6.00% per annum (600 basis points), computed as simple interest on a 365-day year basis, with a twenty-four (24)-month maturity date of January 15, 2026, a twenty percent (20%) conversion discount to the price per share in a Qualified Financing, a pre-money valuation cap of Seven Hundred Fifty Million Dollars ($750,000,000) on a fully diluted basis, a two times (2.0x) Change of Control premium payable as the greater of 2.0x outstanding principal plus accrued interest or the conversion value at the Valuation Cap, Most Favored Nation adjustment rights in favor of the holders of the Notes, and subordination of the Notes to the Company's existing venture debt facility with Kelvantis Lending Corp. under the Kelvantis Loan Agreement, in each case on the terms and subject to the conditions set forth in the Transaction Documents, is hereby approved, authorized, and ratified in all respects.

2. Approval of the Note Purchase Agreement

RESOLVED, that the Note Purchase Agreement, substantially in the form presented to this Board, by and among the Company and the Purchasers (Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and Halcyon Growth Equity, L.P.), providing for the issuance and sale of the Notes to the Purchasers for an aggregate purchase price of Sixty Million Dollars ($60,000,000), and setting forth the representations, warranties, covenants, and conditions of the Company and the Purchasers in connection therewith, is hereby approved, and the Authorized Officers (as defined below) are hereby authorized and directed to execute and deliver the NPA on behalf of the Company, with such changes, modifications, and amendments thereto as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof.

3. Approval of the Convertible Promissory Notes

RESOLVED, that the form of Convertible Promissory Note, attached as Exhibit A to the NPA, with each Note to be issued to each Purchaser in its respective principal amount as set forth on the Schedule of Purchasers (Schedule 1 to the NPA), bearing interest at the rate of 6.00% per annum, computed as simple interest on a 365-day year basis, maturing on January 15, 2026, and convertible upon the occurrence of a Qualified Financing (defined as a preferred stock financing raising at least Eighty Million Dollars ($80,000,000) in new equity capital) 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 or (b) the price per share implied by a pre-money valuation cap of Seven Hundred Fifty Million Dollars ($750,000,000), calculated on a fully diluted basis, is hereby approved, and the Authorized Officers are hereby authorized and directed to execute and deliver the Notes on behalf of the Company.

4. Approval of the Company Disclosure Schedule

RESOLVED, that the Company Disclosure Schedule to be delivered in connection with the NPA, setting forth the exceptions, qualifications, and additional disclosures to the Company's representations and warranties contained in the NPA, is hereby approved, and the officers of the Company, including the Chief Executive Officer, the Chief Financial Officer, and the General Counsel, are hereby authorized to finalize, complete, supplement, and deliver such Company Disclosure Schedule in connection with the Initial Closing and, as applicable, the Final Closing, with such additions, modifications, and updates as may be necessary or appropriate to ensure the accuracy and completeness thereof as of each applicable Closing Date.

5. Approval of the Subordination Agreement

RESOLVED, that the Subordination Agreement, by and among Kelvantis Lending Corp., as senior lender under the Kelvantis Loan Agreement dated August 15, 2022, the Purchasers, as subordinated noteholders, and the Company, pursuant to which the Notes and all obligations of the Company thereunder shall be subordinated in right of payment and priority to the Company's existing Fifteen Million Dollar ($15,000,000) venture debt facility under the Kelvantis Loan Agreement, and setting forth the relative rights, priorities, remedies, and standstill obligations of the senior lender and the subordinated noteholders, substantially in the form presented to this Board, is hereby approved, and the Authorized Officers are hereby authorized and directed to execute and deliver the Subordination Agreement on behalf of the Company.

6. Approval of Amendment No. 1 to Amended and Restated Investors' Rights Agreement

RESOLVED, that Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated as of July 19, 2021, by and among the Company and the investors party thereto, adding the Purchasers as parties to such agreement and granting the Purchasers information rights (including quarterly unaudited and annual audited financial statements), inspection rights, and pro rata participation rights in future issuances of the Company's equity securities, substantially in the form presented to this Board, is hereby approved, and the Authorized Officers are hereby authorized and directed to execute and deliver such amendment on behalf of the Company.

7. Approval of Amendment No. 1 to Right of First Refusal and Co-Sale Agreement

RESOLVED, that Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated as of July 19, 2021, by and among the Company, the Founders, and the investors party thereto, adding the Purchasers as parties to such agreement and extending to the Purchasers rights of first refusal and co-sale rights with respect to transfers of shares by the Founders and other key holders, substantially in the form presented to this Board, is hereby approved, and the Authorized Officers are hereby authorized and directed to execute and deliver such amendment on behalf of the Company.

8. Approval of the Escrow Agreement

RESOLVED, that the Escrow Agreement, by and among the Company, the Purchasers, and Granite Trust Company, N.A. (100 Summer Street, Boston, Massachusetts 02110; contact: Angela Petrov, Vice President, Corporate Trust Services), as escrow agent, governing the deposit, holding, and release of closing funds through Escrow Account No. 4401-7829-SBF established at Granite Trust Company, N.A. for the benefit of the Company, with a flat escrow fee of Seven Thousand Five Hundred Dollars ($7,500) to be borne solely by the Company, substantially in the form presented to this Board, is hereby approved, and the Authorized Officers are hereby authorized and directed to execute and deliver the Escrow Agreement on behalf of the Company, to provide wire transfer and disbursement instructions to the escrow agent, and to execute and deliver any escrow release instructions, joint direction letters, or supplemental instructions as may be necessary in connection with the Initial Closing and the Final Closing.

9. Approval of the Joinder Agreement(s)

RESOLVED, that any Joinder Agreement to be executed by a Purchaser joining the transactions at the Final Closing, including without limitation the Joinder Agreement to be executed by Northstar Innovation Fund II, L.P. in connection with its $10,000,000 commitment, substantially in the form to be prepared in connection with the NPA and the other Transaction Documents, is hereby approved, and the Authorized Officers are hereby authorized and directed to accept, countersign, and deliver such Joinder Agreement(s) on behalf of the Company.

10. Authorization of Closings (Initial and Final)

RESOLVED, that the officers of the Company are hereby authorized and directed to consummate the Initial Closing and the Final Closing of the Bridge Financing, on the following basis:

(a) Initial Closing: anticipated to include funding of Forty-Five Million Dollars ($45,000,000) by the following Purchasers: Ridgeline Ventures Fund IV, L.P. (Thirty Million Dollars ($30,000,000)), Beacon Hill Capital Partners, LLC (Ten Million Dollars ($10,000,000)), and Halcyon Growth Equity, L.P. (Five Million Dollars ($5,000,000));

(b) Final Closing: anticipated to include funding of Fifteen Million Dollars ($15,000,000) by the following Purchasers: Beacon Hill Capital Partners, LLC (Five Million Dollars ($5,000,000), representing the balance of its Fifteen Million Dollar ($15,000,000) total commitment) and Northstar Innovation Fund II, L.P. (Ten Million Dollars ($10,000,000));

at such times and on such dates as the Authorized Officers deem appropriate, subject in each case to the satisfaction or waiver of the conditions to closing set forth in the NPA, including the delivery of all required Transaction Documents, closing certificates, legal opinions, and other closing deliverables.

11. Authorization of Use of Proceeds

RESOLVED, that the proceeds received by the Company from the Bridge Financing shall be used for general corporate purposes, working capital, and continued product development, as determined by the officers of the Company in their reasonable business judgment, consistent with the Company's operating plan and budget as approved by the Board, pending the planned Series D Preferred Stock equity round currently estimated for Q3–Q4 2024, and that the Authorized Officers are hereby authorized to allocate and deploy such proceeds in accordance with the foregoing.

12. Lender Consent — Kelvantis Lending Corp.

RESOLVED, that the officers of the Company are hereby authorized and directed to request and obtain the consent and waiver (the "Kelvantis Consent") of Kelvantis Lending Corp. (contact: Theodore "Ted" Marsh, Relationship Manager; 350 Park Avenue, 18th Floor, New York, New York 10022) under the Kelvantis Loan Agreement dated August 15, 2022, to the extent required in connection with the issuance of the Notes, the execution and delivery of the Subordination Agreement, and the consummation of the Bridge Financing and the transactions contemplated by the Transaction Documents, and the Authorized Officers are hereby further authorized to negotiate, agree to, and execute any reasonable modifications, amendments, or supplements to such consent as may be required or requested by Kelvantis Lending Corp. as a condition to the grant of the Kelvantis Consent, including without limitation amendments to financial covenants, reporting requirements, or consent fees, in each case as any Authorized Officer may deem reasonable and appropriate.

13. Stockholder Consent

RESOLVED, that, to the extent required under the DGCL, the Company's Amended and Restated Certificate of Incorporation, or any existing stockholder agreement (including the Amended and Restated Voting Agreement, dated as of July 19, 2021), the officers of the Company are hereby authorized and directed to solicit and obtain the written consent of the Company's stockholders pursuant to Section 228 of the DGCL, approving the Bridge Financing and the transactions contemplated by the Transaction Documents, and to prepare and deliver the notice required by Section 228(e) of the DGCL to any stockholders of record who did not execute such written consent, promptly following the receipt of sufficient consents to authorize such actions, in compliance with the requirements of the DGCL and the Company's organizational documents.

14. Securities Law Compliance — Form D and Blue Sky Filings

RESOLVED, that the officers of the Company are hereby authorized and directed to:

(a) prepare and file a Notice of Exempt Offering of Securities on Form D with the United States Securities and Exchange Commission (the "SEC") in connection with the offer and sale of the Notes, in reliance on the exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), within fifteen (15) days following the date of first sale of the Notes;

(b) prepare and file any required state securities or "blue sky" notice filings, applications, or registrations in each applicable jurisdiction, including without limitation the States of Delaware, Massachusetts, Illinois, California, and Washington, and any other state or jurisdiction in which a Purchaser is domiciled or in which such filings are otherwise required under applicable state securities laws;

(d) take all other actions and make all other filings as may be necessary or advisable to ensure compliance with applicable federal and state securities laws in connection with the offer, sale, and issuance of the Notes;

15. Fee Arrangements

RESOLVED, that the Company is hereby authorized to pay or reimburse the following fees, costs, and expenses in connection with the Bridge Financing:

(a) the reasonable fees and expenses of Calderwood & Harkness LLP (Matter No. 1009-00001), as outside legal counsel to the Company, in connection with the negotiation, documentation, and closing of the Bridge Financing, subject to a fee cap of Two Hundred Seventy-Five Thousand Dollars ($275,000) plus reasonable out-of-pocket disbursements, to be applied against the retainer of Seventy-Five Thousand Dollars ($75,000) received by Calderwood & Harkness LLP on November 15, 2023;

(b) reimbursement of the reasonable fees and expenses of Whitfield, Pratt & Soo LLP, as counsel to the Purchasers, in an amount not to exceed One Hundred Twenty-Five Thousand Dollars ($125,000), as required by Section 7.3 of the NPA; and

(c) payment of the flat escrow fee of Seven Thousand Five Hundred Dollars ($7,500) to Granite Trust Company, N.A. in connection with the establishment and administration of Escrow Account No. 4401-7829-SBF;

and the Authorized Officers are hereby authorized to execute and deliver any invoices, payment instructions, or wire transfer authorizations as may be necessary in connection with the payment of such fees and expenses.

16. Authorization of Officers to Execute and Deliver Documents

RESOLVED, that Arjun Mehta, as Chief Executive Officer, David Lindstrom, as Chief Financial Officer, and Priya Ramanathan, as General Counsel and Secretary (each, an "Authorized Officer," and collectively, the "Authorized Officers"), are hereby authorized and empowered, in the name of and on behalf of the Company, each of them acting individually and without the need for the joinder or approval of any other Authorized Officer, to:

(a) negotiate, execute, and deliver the NPA, the Notes, the Subordination Agreement, Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, the Escrow Agreement, any Joinder Agreement(s), wire transfer instructions, escrow release instructions, closing funds flow memoranda, officers' certificates (including the Officer's Certificate — Representations & Warranties Bring-Down, to be delivered at each Closing confirming the accuracy of the Company's representations and warranties as of the applicable Closing Date, and the Officer's Certificate — Use of Proceeds, confirming the intended application of proceeds), the Secretary's Certificate, and all other Transaction Documents and ancillary documents required or contemplated in connection with the Bridge Financing;

(b) make such changes, amendments, modifications, supplements, and corrections to the Transaction Documents and any related agreements, instruments, or certificates as any Authorized Officer may approve in his or her sole discretion, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof, provided that any such changes, amendments, or modifications are not materially adverse to the Company;

(c) pay, or authorize the payment of, all fees, costs, and expenses incurred by or on behalf of the Company in connection with the Bridge Financing and the transactions contemplated hereby, including the fees and expenses authorized in Resolution 15 above; and

(d) take all such further actions and execute and deliver all such further documents, instruments, certificates, and agreements as any Authorized Officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of these resolutions and to consummate the transactions contemplated hereby, including the execution and delivery of closing checklists, bring-down certificates, compliance certificates, good standing certificates, and any other closing deliverables required by the Purchasers or their counsel;

17. Secretary's Certificate and Incumbency

RESOLVED, that the Secretary or any Assistant Secretary of the Company is hereby authorized and directed to prepare, execute, and deliver a Secretary's Certificate certifying true, correct, and complete copies of the following:

(a) the Company's Amended and Restated Certificate of Incorporation, as in effect on the Closing Date;

(b) the Company's Amended and Restated Bylaws, as in effect on the Closing Date;

(d) the incumbency and specimen signatures of each Authorized Officer authorized to execute and deliver the Transaction Documents on behalf of the Company; and

(e) a certificate of good standing of the Company issued by the Secretary of State of the State of Delaware, dated not more than ten (10) days prior to the applicable Closing Date;

and to deliver such certifications to the Purchasers, Calderwood & Harkness LLP, Whitfield, Pratt & Soo LLP, Granite Trust Company, N.A., and any other party as may be required or reasonably requested in connection with the closing of the Bridge Financing.

18. Legal Opinion

RESOLVED, that the officers of the Company are hereby authorized and directed to instruct Calderwood & Harkness LLP to prepare and deliver a legal opinion letter (the "Closing Legal Opinion") addressed to the Purchasers, opining on the following matters as of the applicable Closing Date: (i) due organization and valid existence of the Company under the laws of the State of Delaware; (ii) corporate power and authority of the Company to execute, deliver, and perform its obligations under the Transaction Documents; (iii) due authorization of the Transaction Documents and the issuance of the Notes; (iv) enforceability of the Transaction Documents against the Company in accordance with their respective terms, subject to customary qualifications and exceptions; (v) no conflicts between the Transaction Documents and the Company's organizational documents or, to the knowledge of such counsel, applicable law; and (vi) exemption of the offer and sale of the Notes from registration under the Securities Act pursuant to Rule 506(b) of Regulation D, in each case subject to customary assumptions, qualifications, limitations, and exceptions.

19. Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by any officer, director, or authorized representative of the Company, or by Calderwood & Harkness LLP on behalf of the Company, in connection with the Bridge Financing and the Transaction Documents, including without limitation (i) the negotiation and execution of the non-binding term sheet with Ridgeline Ventures Fund IV, L.P. and the other Purchasers, executed on December 4, 2023; (ii) the preparation and circulation of initial drafts of the Transaction Documents on or about December 11, 2023; (iii) the conduct and facilitation of legal, financial, and business due diligence by the Purchasers and their representatives; (iv) the engagement of Calderwood & Harkness LLP as outside legal counsel to the Company in connection with the Bridge Financing; and (v) all preliminary negotiations, discussions, correspondence, and actions taken in preparation for the Bridge Financing, are hereby ratified, confirmed, and approved in all respects as the valid and authorized acts and deeds of the Company.

20. General Authority

RESOLVED, that each Authorized Officer is hereby authorized and empowered to take all such further actions and to execute and deliver all such further documents, instruments, certificates, agreements, and writings as may be necessary, advisable, or appropriate in connection with the foregoing resolutions and the consummation of the Bridge Financing and the transactions contemplated by the Transaction Documents, with such changes, modifications, amendments, or supplements as the Authorized Officer executing the same shall approve (such approval to be conclusively evidenced by his or her execution and delivery thereof), and any and all actions heretofore or hereafter taken by any Authorized Officer, or by any other officer, director, or authorized representative of the Company, in furtherance of the foregoing resolutions are hereby authorized, approved, ratified, and confirmed in all respects as the valid and authorized acts and deeds of the Company.

This Unanimous Written Consent may be executed in one or more counterparts, 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 this Unanimous Written Consent by electronic transmission (including by PDF or Brightwater Software) shall be effective as delivery of a manually executed counterpart. This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.

SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Skybridge Fintech Ltd., have executed this Unanimous Written Consent effective as of January 10, 2024.

________________________________________

Arjun Mehta Director (Founder-Director; CEO & Co-Founder)

Date: January 10, 2024

________________________________________

Elena Vasquez Director (Founder-Director; CTO & Co-Founder)

Date: January 10, 2024

________________________________________

Samuel Okonkwo Director (Investor-Designee — Ridgeline Ventures)

Date: January 10, 2024

________________________________________

Joanna Falkner Director (Investor-Designee — Beacon Hill Capital Partners)

Date: January 10, 2024

________________________________________

Robert "Rob" Castillo Director (Investor-Designee — Halcyon Growth Equity)

Date: January 10, 2024

________________________________________

Dr. Meredith Chen-Watanabe Independent Director

Date: January 10, 2024

________________________________________

James K. Hargrove Independent Director

Date: January 10, 2024

Purchaser	Jurisdiction	Commitment Amount	Percentage
Ridgeline Ventures Fund IV, L.P. (Lead Investor)	Delaware limited partnership	$30,000,000	50.00%
Beacon Hill Capital Partners, LLC	Delaware limited liability company	$15,000,000	25.00%
Northstar Innovation Fund II, L.P.	Delaware limited partnership	$10,000,000	16.67%
Halcyon Growth Equity, L.P.	Delaware limited partnership	$5,000,000	8.33%
Total	$60,000,000	100.00%

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
SKYBRIDGE FINTECH LTD.
IN LIEU OF A SPECIAL MEETING
Effective as of January 10, 2024
The undersigned, being all of the members of the Board of Directors (the "Board") of Skybridge Fintech Ltd., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL"), hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of the date first written above. Pursuant to Section 141(f) of the DGCL and Article III, Section 3.12 of the Company's Amended and Restated Bylaws (as amended to date, the "Bylaws"), no prior notice of a meeting is required and no meeting of the Board need be called or held for the Board to take the actions set forth herein. This Unanimous Written Consent shall have the same force and effect as if such actions had been taken at a duly called and held special meeting of the Board at which all directors were present and voting.
RECITALS
A. Company Background
WHEREAS, the Company is Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware (C-corp), originally incorporated on March 14, 2017, with its principal executive offices located at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801, Federal Employer Identification Number 83-2147605, Delaware Secretary of State File Number 6384291;
WHEREAS, the Company operates a cloud-based payments orchestration and embedded lending platform designed to serve mid-market e-commerce companies, offering a suite of integrated financial products including multi-processor payment routing, real-time fraud analytics, working capital underwriting, and API-driven merchant financing solutions;
WHEREAS, the current officers of the Company are as follows: (i) Arjun Mehta, Chief Executive Officer and Co-Founder; (ii) Elena Vasquez, Chief Technology Officer and Co-Founder; (iii) David Lindstrom, Chief Financial Officer; (iv) Priya Ramanathan, General Counsel and Secretary; and (v) Marcus Tillman, Vice President, Corporate Development;
B. Proposed Bridge Financing
WHEREAS, the Board has reviewed and considered a proposed convertible note bridge financing (the "Bridge Financing") pursuant to which the Company would issue and sell convertible promissory notes (the "Notes") in an aggregate principal amount of Sixty Million Dollars ($60,000,000) to certain investors identified herein (collectively, the "Purchasers");
WHEREAS, the Notes will bear interest at a rate of 6.00% per annum (600 basis points), computed as simple interest on the basis of a 365-day year, and will mature on January 15, 2026, which is twenty-four (24) months from the anticipated Closing Date (as defined in the Note Purchase Agreement);
WHEREAS, the Notes will be convertible into shares of the Company's equity securities upon the occurrence of a Qualified Financing, defined as a preferred stock financing in which the Company raises at least Eighty Million Dollars ($80,000,000) in new equity capital, 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 (representing a twenty percent (20%) discount to such price) or (b) the price per share implied by a pre-money valuation cap of Seven Hundred Fifty Million Dollars ($750,000,000), calculated on a fully diluted basis;
WHEREAS, the Company has approximately 48,500,000 fully diluted shares outstanding as of the date hereof (inclusive of all outstanding common stock, preferred stock on an as-converted basis, outstanding stock options, outstanding restricted stock units, and shares reserved for future issuance under the Company's 2017 Equity Incentive Plan, as amended), and accordingly the valuation cap-implied price per share is approximately Fifteen Dollars and Forty-Six Cents ($15.46) per share ($750,000,000 ÷ 48,500,000);
WHEREAS, upon a Change of Control (as defined in the Notes) occurring prior to the conversion of the Notes, holders of the Notes would be entitled to receive the greater of (i) two times (2.0x) the outstanding principal amount plus all accrued and unpaid interest on such Notes, or (ii) the amount that would be payable to such holders upon conversion of the Notes at the price per share implied by the Valuation Cap;
WHEREAS, the Notes will contain a Most Favored Nation ("MFN") provision, pursuant to which holders of the Notes will be entitled to adjustment rights in the event the Company subsequently issues convertible notes, simple agreements for future equity ("SAFEs"), or other convertible instruments 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 lower interest rate;
WHEREAS, the Notes will be subordinated in right of payment to the Company's existing venture debt facility with Kelvantis Lending Corp., a Delaware corporation ("Kelvantis"), consisting of a Fifteen Million Dollar ($15,000,000) term loan and revolving credit facility originated under that certain Loan and Security Agreement, dated August 15, 2022, by and between Kelvantis and the Company (as amended from time to time, the "Kelvantis Loan Agreement");
C. Purchasers.  WHEREAS, the Purchasers participating in the Bridge Financing, and their respective commitments, are as follows:
WHEREAS, the Board notes the following existing investor relationships with respect to the Company's capitalization: (i) Ridgeline Ventures Fund III, L.P. (an affiliated fund of the lead investor, Ridgeline Ventures Fund IV, L.P.) participated as a co-lead investor in the Company's Series C Preferred Stock financing, which closed on July 19, 2021, at a post-money valuation of approximately $620,000,000; (ii) Beacon Hill Capital Partners, LLC also participated as an investor in the Series C Preferred Stock financing; (iii) Halcyon Growth Equity, L.P. served as the lead investor in the Company's Series B Preferred Stock financing, which closed on February 8, 2020; and (iv) Northstar Innovation Fund II, L.P. is a new investor and has no pre-existing equity position in the Company;
D. Closing Structure
WHEREAS, the Bridge Financing is expected to close in two tranches, structured as follows:
(i) Initial Closing: Forty-Five Million Dollars ($45,000,000), consisting of: Ridgeline Ventures Fund IV, L.P. ($30,000,000), Beacon Hill Capital Partners, LLC ($10,000,000), and Halcyon Growth Equity, L.P. ($5,000,000); and
(ii) Final Closing: Fifteen Million Dollars ($15,000,000), consisting of: Beacon Hill Capital Partners, LLC (remaining $5,000,000 of its total $15,000,000 commitment) and Northstar Innovation Fund II, L.P. ($10,000,000), to occur no later than thirty (30) days following the Initial Closing, or such other date as the parties may mutually agree;
E. Company Financial Position
WHEREAS, the Board has reviewed the Company's financial position as of September 30, 2023, as presented by David Lindstrom, Chief Financial Officer, including the following key operating and financial metrics:
(i) annual recurring revenue ("ARR") of approximately Seventy-Eight Million Dollars ($78,000,000);
(ii) annualized gross payment volume processed through the Company's platform of approximately Four Billion Two Hundred Million Dollars ($4,200,000,000);
(iii) net revenue retention rate of approximately one hundred twenty-eight percent (128%);
(iv) cash and cash equivalents on hand of approximately Eighteen Million Five Hundred Thousand Dollars ($18,500,000);
(v) monthly net cash burn rate of approximately Four Million Eight Hundred Thousand Dollars ($4,800,000); and
(vi) estimated pre-bridge cash runway of approximately 3.9 months based on the foregoing cash balance and burn rate;
WHEREAS, the proceeds of the Bridge Financing will extend the Company's cash runway to approximately 16.4 months, based on projected post-bridge cash on hand of approximately Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000) (calculated as the sum of current cash on hand plus the aggregate proceeds of the Bridge Financing, less estimated transaction costs), and such proceeds will fund general corporate purposes, working capital, and continued product development, pending the Company's planned Series D Preferred Stock equity round, which is currently estimated to occur during Q3–Q4 2024;
F. Transaction Documents
WHEREAS, the Board has reviewed and considered the following transaction documents (collectively, the "Transaction Documents"), copies or substantially final drafts of which have been made available to each director in advance of this consent:
(i) Note Purchase Agreement (the "NPA"), by and among the Company and the Purchasers;
(ii) Form of Convertible Promissory Note (attached as Exhibit A to the NPA);
(iii) Schedule of Purchasers (attached as Schedule 1 to the NPA), setting forth each Purchaser's name, address, commitment amount, and wire transfer instructions;
(iv) Company Disclosure Schedule to the NPA, setting forth exceptions to the Company's representations and warranties contained in the NPA;
(v) Subordination Agreement, by and among Kelvantis Lending Corp. (as senior lender), the Purchasers (as subordinated noteholders), and the Company, establishing the relative priorities, rights, and remedies of the senior lender and the subordinated noteholders;
(vi) Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated as of July 19, 2021, by and among the Company and the investors party thereto, adding the Purchasers as parties thereto and granting them information rights and pro rata participation rights;
(vii) Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated as of July 19, 2021, by and among the Company, the Founders, and the investors party thereto, adding the Purchasers as parties thereto and extending rights of first refusal and co-sale rights to the Purchasers;
(viii) Escrow Agreement, by and among the Company, the Purchasers, and Granite Trust Company, N.A. (100 Summer Street, Boston, Massachusetts 02110; contact: Angela Petrov, Vice President, Corporate Trust Services), as escrow agent, governing the deposit and release of closing funds through Escrow Account No. 4401-7829-SBF;
(ix) Joinder Agreement(s), to be executed by any Purchaser joining the transactions at the Final Closing; and
(x) Such other agreements, certificates, instruments, and documents as may be necessary, advisable, or desirable to consummate the Bridge Financing and the transactions contemplated by the Transaction Documents;
G. Advisors.  WHEREAS, the Board has received the advice of the Company's outside legal counsel, Calderwood & Harkness LLP, with offices at 600 Lexington Avenue, New York, New York 10022, with respect to the legal terms, structure, and documentation of the Bridge Financing, and each member of the Board has had the opportunity to discuss the Bridge Financing with the Company's management and outside counsel;
WHEREAS, the investor syndicate (the Purchasers) is represented by Whitfield, Pratt & Soo LLP, with offices at One Federal Street, 26th Floor, Boston, Massachusetts 02110;
WHEREAS, the Company's independent registered public accounting firm, Pinnacle Audit Group LLP, has prepared audited financial statements for the fiscal year ended December 31, 2022, and has reviewed the Company's unaudited interim financial statements for the three and nine months ended September 30, 2023;
WHEREAS, the Company's most recent independent valuation of the fair market value of its common stock under Section 409A of the Internal Revenue Code of 1986, as amended, dated September 15, 2023, prepared by Atlas Valuation Services, Inc., determined the fair market value of the Company's common stock to be Eight Dollars and Forty-Two Cents ($8.42) per share as of such date;
H. Determination of Best Interests
WHEREAS, after due consideration of the foregoing matters, including the terms and conditions of the Transaction Documents, the advice of the Company's management and outside counsel, the Company's current financial position and runway requirements, the strategic importance of securing bridge capital to fund operations and product development through the anticipated Series D equity round, and the relative rights and obligations of the Company and the Purchasers under the Transaction Documents, the Board has determined that the Bridge Financing, the Transaction Documents, and the transactions contemplated thereby are advisable, fair to, and in the best interests of the Company and its stockholders.
RESOLUTIONS
NOW, THEREFORE, BE IT:
1. Approval of the Bridge Financing
RESOLVED, that the Bridge Financing, as described in the recitals above, including the issuance and sale of convertible promissory notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000), bearing interest at the rate of 6.00% per annum (600 basis points), computed as simple interest on a 365-day year basis, with a twenty-four (24)-month maturity date of January 15, 2026, a twenty percent (20%) conversion discount to the price per share in a Qualified Financing, a pre-money valuation cap of Seven Hundred Fifty Million Dollars ($750,000,000) on a fully diluted basis, a two times (2.0x) Change of Control premium payable as the greater of 2.0x outstanding principal plus accrued interest or the conversion value at the Valuation Cap, Most Favored Nation adjustment rights in favor of the holders of the Notes, and subordination of the Notes to the Company's existing venture debt facility with Kelvantis Lending Corp. under the Kelvantis Loan Agreement, in each case on the terms and subject to the conditions set forth in the Transaction Documents, is hereby approved, authorized, and ratified in all respects.
2. Approval of the Note Purchase Agreement
RESOLVED, that the Note Purchase Agreement, substantially in the form presented to this Board, by and among the Company and the Purchasers (Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and Halcyon Growth Equity, L.P.), providing for the issuance and sale of the Notes to the Purchasers for an aggregate purchase price of Sixty Million Dollars ($60,000,000), and setting forth the representations, warranties, covenants, and conditions of the Company and the Purchasers in connection therewith, is hereby approved, and the Authorized Officers (as defined below) are hereby authorized and directed to execute and deliver the NPA on behalf of the Company, with such changes, modifications, and amendments thereto as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof.
3. Approval of the Convertible Promissory Notes
RESOLVED, that the form of Convertible Promissory Note, attached as Exhibit A to the NPA, with each Note to be issued to each Purchaser in its respective principal amount as set forth on the Schedule of Purchasers (Schedule 1 to the NPA), bearing interest at the rate of 6.00% per annum, computed as simple interest on a 365-day year basis, maturing on January 15, 2026, and convertible upon the occurrence of a Qualified Financing (defined as a preferred stock financing raising at least Eighty Million Dollars ($80,000,000) in new equity capital) 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 or (b) the price per share implied by a pre-money valuation cap of Seven Hundred Fifty Million Dollars ($750,000,000), calculated on a fully diluted basis, is hereby approved, and the Authorized Officers are hereby authorized and directed to execute and deliver the Notes on behalf of the Company.
4. Approval of the Company Disclosure Schedule
RESOLVED, that the Company Disclosure Schedule to be delivered in connection with the NPA, setting forth the exceptions, qualifications, and additional disclosures to the Company's representations and warranties contained in the NPA, is hereby approved, and the officers of the Company, including the Chief Executive Officer, the Chief Financial Officer, and the General Counsel, are hereby authorized to finalize, complete, supplement, and deliver such Company Disclosure Schedule in connection with the Initial Closing and, as applicable, the Final Closing, with such additions, modifications, and updates as may be necessary or appropriate to ensure the accuracy and completeness thereof as of each applicable Closing Date.
5. Approval of the Subordination Agreement
RESOLVED, that the Subordination Agreement, by and among Kelvantis Lending Corp., as senior lender under the Kelvantis Loan Agreement dated August 15, 2022, the Purchasers, as subordinated noteholders, and the Company, pursuant to which the Notes and all obligations of the Company thereunder shall be subordinated in right of payment and priority to the Company's existing Fifteen Million Dollar ($15,000,000) venture debt facility under the Kelvantis Loan Agreement, and setting forth the relative rights, priorities, remedies, and standstill obligations of the senior lender and the subordinated noteholders, substantially in the form presented to this Board, is hereby approved, and the Authorized Officers are hereby authorized and directed to execute and deliver the Subordination Agreement on behalf of the Company.
6. Approval of Amendment No. 1 to Amended and Restated Investors' Rights Agreement
RESOLVED, that Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated as of July 19, 2021, by and among the Company and the investors party thereto, adding the Purchasers as parties to such agreement and granting the Purchasers information rights (including quarterly unaudited and annual audited financial statements), inspection rights, and pro rata participation rights in future issuances of the Company's equity securities, substantially in the form presented to this Board, is hereby approved, and the Authorized Officers are hereby authorized and directed to execute and deliver such amendment on behalf of the Company.
7. Approval of Amendment No. 1 to Right of First Refusal and Co-Sale Agreement
RESOLVED, that Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated as of July 19, 2021, by and among the Company, the Founders, and the investors party thereto, adding the Purchasers as parties to such agreement and extending to the Purchasers rights of first refusal and co-sale rights with respect to transfers of shares by the Founders and other key holders, substantially in the form presented to this Board, is hereby approved, and the Authorized Officers are hereby authorized and directed to execute and deliver such amendment on behalf of the Company.
8. Approval of the Escrow Agreement
RESOLVED, that the Escrow Agreement, by and among the Company, the Purchasers, and Granite Trust Company, N.A. (100 Summer Street, Boston, Massachusetts 02110; contact: Angela Petrov, Vice President, Corporate Trust Services), as escrow agent, governing the deposit, holding, and release of closing funds through Escrow Account No. 4401-7829-SBF established at Granite Trust Company, N.A. for the benefit of the Company, with a flat escrow fee of Seven Thousand Five Hundred Dollars ($7,500) to be borne solely by the Company, substantially in the form presented to this Board, is hereby approved, and the Authorized Officers are hereby authorized and directed to execute and deliver the Escrow Agreement on behalf of the Company, to provide wire transfer and disbursement instructions to the escrow agent, and to execute and deliver any escrow release instructions, joint direction letters, or supplemental instructions as may be necessary in connection with the Initial Closing and the Final Closing.
9. Approval of the Joinder Agreement(s)
RESOLVED, that any Joinder Agreement to be executed by a Purchaser joining the transactions at the Final Closing, including without limitation the Joinder Agreement to be executed by Northstar Innovation Fund II, L.P. in connection with its $10,000,000 commitment, substantially in the form to be prepared in connection with the NPA and the other Transaction Documents, is hereby approved, and the Authorized Officers are hereby authorized and directed to accept, countersign, and deliver such Joinder Agreement(s) on behalf of the Company.
10. Authorization of Closings (Initial and Final)
RESOLVED, that the officers of the Company are hereby authorized and directed to consummate the Initial Closing and the Final Closing of the Bridge Financing, on the following basis:
(a) Initial Closing: anticipated to include funding of Forty-Five Million Dollars ($45,000,000) by the following Purchasers: Ridgeline Ventures Fund IV, L.P. (Thirty Million Dollars ($30,000,000)), Beacon Hill Capital Partners, LLC (Ten Million Dollars ($10,000,000)), and Halcyon Growth Equity, L.P. (Five Million Dollars ($5,000,000));
(b) Final Closing: anticipated to include funding of Fifteen Million Dollars ($15,000,000) by the following Purchasers: Beacon Hill Capital Partners, LLC (Five Million Dollars ($5,000,000), representing the balance of its Fifteen Million Dollar ($15,000,000) total commitment) and Northstar Innovation Fund II, L.P. (Ten Million Dollars ($10,000,000));
at such times and on such dates as the Authorized Officers deem appropriate, subject in each case to the satisfaction or waiver of the conditions to closing set forth in the NPA, including the delivery of all required Transaction Documents, closing certificates, legal opinions, and other closing deliverables.
11. Authorization of Use of Proceeds
RESOLVED, that the proceeds received by the Company from the Bridge Financing shall be used for general corporate purposes, working capital, and continued product development, as determined by the officers of the Company in their reasonable business judgment, consistent with the Company's operating plan and budget as approved by the Board, pending the planned Series D Preferred Stock equity round currently estimated for Q3–Q4 2024, and that the Authorized Officers are hereby authorized to allocate and deploy such proceeds in accordance with the foregoing.
12. Lender Consent — Kelvantis Lending Corp.
RESOLVED, that the officers of the Company are hereby authorized and directed to request and obtain the consent and waiver (the "Kelvantis Consent") of Kelvantis Lending Corp. (contact: Theodore "Ted" Marsh, Relationship Manager; 350 Park Avenue, 18th Floor, New York, New York 10022) under the Kelvantis Loan Agreement dated August 15, 2022, to the extent required in connection with the issuance of the Notes, the execution and delivery of the Subordination Agreement, and the consummation of the Bridge Financing and the transactions contemplated by the Transaction Documents, and the Authorized Officers are hereby further authorized to negotiate, agree to, and execute any reasonable modifications, amendments, or supplements to such consent as may be required or requested by Kelvantis Lending Corp. as a condition to the grant of the Kelvantis Consent, including without limitation amendments to financial covenants, reporting requirements, or consent fees, in each case as any Authorized Officer may deem reasonable and appropriate.
13. Stockholder Consent
RESOLVED, that, to the extent required under the DGCL, the Company's Amended and Restated Certificate of Incorporation, or any existing stockholder agreement (including the Amended and Restated Voting Agreement, dated as of July 19, 2021), the officers of the Company are hereby authorized and directed to solicit and obtain the written consent of the Company's stockholders pursuant to Section 228 of the DGCL, approving the Bridge Financing and the transactions contemplated by the Transaction Documents, and to prepare and deliver the notice required by Section 228(e) of the DGCL to any stockholders of record who did not execute such written consent, promptly following the receipt of sufficient consents to authorize such actions, in compliance with the requirements of the DGCL and the Company's organizational documents.
14. Securities Law Compliance — Form D and Blue Sky Filings
RESOLVED, that the officers of the Company are hereby authorized and directed to:
(a) prepare and file a Notice of Exempt Offering of Securities on Form D with the United States Securities and Exchange Commission (the "SEC") in connection with the offer and sale of the Notes, in reliance on the exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), within fifteen (15) days following the date of first sale of the Notes;
(b) prepare and file any required state securities or "blue sky" notice filings, applications, or registrations in each applicable jurisdiction, including without limitation the States of Delaware, Massachusetts, Illinois, California, and Washington, and any other state or jurisdiction in which a Purchaser is domiciled or in which such filings are otherwise required under applicable state securities laws;
(c) file any amendments to the Form D or state blue sky filings as may be required by applicable law; and
(d) take all other actions and make all other filings as may be necessary or advisable to ensure compliance with applicable federal and state securities laws in connection with the offer, sale, and issuance of the Notes;
15. Fee Arrangements
RESOLVED, that the Company is hereby authorized to pay or reimburse the following fees, costs, and expenses in connection with the Bridge Financing:
(a) the reasonable fees and expenses of Calderwood & Harkness LLP (Matter No. 1009-00001), as outside legal counsel to the Company, in connection with the negotiation, documentation, and closing of the Bridge Financing, subject to a fee cap of Two Hundred Seventy-Five Thousand Dollars ($275,000) plus reasonable out-of-pocket disbursements, to be applied against the retainer of Seventy-Five Thousand Dollars ($75,000) received by Calderwood & Harkness LLP on November 15, 2023;
(b) reimbursement of the reasonable fees and expenses of Whitfield, Pratt & Soo LLP, as counsel to the Purchasers, in an amount not to exceed One Hundred Twenty-Five Thousand Dollars ($125,000), as required by Section 7.3 of the NPA; and
(c) payment of the flat escrow fee of Seven Thousand Five Hundred Dollars ($7,500) to Granite Trust Company, N.A. in connection with the establishment and administration of Escrow Account No. 4401-7829-SBF;
and the Authorized Officers are hereby authorized to execute and deliver any invoices, payment instructions, or wire transfer authorizations as may be necessary in connection with the payment of such fees and expenses.
16. Authorization of Officers to Execute and Deliver Documents
RESOLVED, that Arjun Mehta, as Chief Executive Officer, David Lindstrom, as Chief Financial Officer, and Priya Ramanathan, as General Counsel and Secretary (each, an "Authorized Officer," and collectively, the "Authorized Officers"), are hereby authorized and empowered, in the name of and on behalf of the Company, each of them acting individually and without the need for the joinder or approval of any other Authorized Officer, to:
(a) negotiate, execute, and deliver the NPA, the Notes, the Subordination Agreement, Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, the Escrow Agreement, any Joinder Agreement(s), wire transfer instructions, escrow release instructions, closing funds flow memoranda, officers' certificates (including the Officer's Certificate — Representations & Warranties Bring-Down, to be delivered at each Closing confirming the accuracy of the Company's representations and warranties as of the applicable Closing Date, and the Officer's Certificate — Use of Proceeds, confirming the intended application of proceeds), the Secretary's Certificate, and all other Transaction Documents and ancillary documents required or contemplated in connection with the Bridge Financing;
(b) make such changes, amendments, modifications, supplements, and corrections to the Transaction Documents and any related agreements, instruments, or certificates as any Authorized Officer may approve in his or her sole discretion, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof, provided that any such changes, amendments, or modifications are not materially adverse to the Company;
(c) pay, or authorize the payment of, all fees, costs, and expenses incurred by or on behalf of the Company in connection with the Bridge Financing and the transactions contemplated hereby, including the fees and expenses authorized in Resolution 15 above; and
(d) take all such further actions and execute and deliver all such further documents, instruments, certificates, and agreements as any Authorized Officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of these resolutions and to consummate the transactions contemplated hereby, including the execution and delivery of closing checklists, bring-down certificates, compliance certificates, good standing certificates, and any other closing deliverables required by the Purchasers or their counsel;
17. Secretary's Certificate and Incumbency
RESOLVED, that the Secretary or any Assistant Secretary of the Company is hereby authorized and directed to prepare, execute, and deliver a Secretary's Certificate certifying true, correct, and complete copies of the following:
(a) the Company's Amended and Restated Certificate of Incorporation, as in effect on the Closing Date;
(b) the Company's Amended and Restated Bylaws, as in effect on the Closing Date;
(c) this Unanimous Written Consent, together with evidence of the due adoption thereof;
(d) the incumbency and specimen signatures of each Authorized Officer authorized to execute and deliver the Transaction Documents on behalf of the Company; and
(e) a certificate of good standing of the Company issued by the Secretary of State of the State of Delaware, dated not more than ten (10) days prior to the applicable Closing Date;
and to deliver such certifications to the Purchasers, Calderwood & Harkness LLP, Whitfield, Pratt & Soo LLP, Granite Trust Company, N.A., and any other party as may be required or reasonably requested in connection with the closing of the Bridge Financing.
18. Legal Opinion
RESOLVED, that the officers of the Company are hereby authorized and directed to instruct Calderwood & Harkness LLP to prepare and deliver a legal opinion letter (the "Closing Legal Opinion") addressed to the Purchasers, opining on the following matters as of the applicable Closing Date: (i) due organization and valid existence of the Company under the laws of the State of Delaware; (ii) corporate power and authority of the Company to execute, deliver, and perform its obligations under the Transaction Documents; (iii) due authorization of the Transaction Documents and the issuance of the Notes; (iv) enforceability of the Transaction Documents against the Company in accordance with their respective terms, subject to customary qualifications and exceptions; (v) no conflicts between the Transaction Documents and the Company's organizational documents or, to the knowledge of such counsel, applicable law; and (vi) exemption of the offer and sale of the Notes from registration under the Securities Act pursuant to Rule 506(b) of Regulation D, in each case subject to customary assumptions, qualifications, limitations, and exceptions.
19. Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by any officer, director, or authorized representative of the Company, or by Calderwood & Harkness LLP on behalf of the Company, in connection with the Bridge Financing and the Transaction Documents, including without limitation (i) the negotiation and execution of the non-binding term sheet with Ridgeline Ventures Fund IV, L.P. and the other Purchasers, executed on December 4, 2023; (ii) the preparation and circulation of initial drafts of the Transaction Documents on or about December 11, 2023; (iii) the conduct and facilitation of legal, financial, and business due diligence by the Purchasers and their representatives; (iv) the engagement of Calderwood & Harkness LLP as outside legal counsel to the Company in connection with the Bridge Financing; and (v) all preliminary negotiations, discussions, correspondence, and actions taken in preparation for the Bridge Financing, are hereby ratified, confirmed, and approved in all respects as the valid and authorized acts and deeds of the Company.
20. General Authority
RESOLVED, that each Authorized Officer is hereby authorized and empowered to take all such further actions and to execute and deliver all such further documents, instruments, certificates, agreements, and writings as may be necessary, advisable, or appropriate in connection with the foregoing resolutions and the consummation of the Bridge Financing and the transactions contemplated by the Transaction Documents, with such changes, modifications, amendments, or supplements as the Authorized Officer executing the same shall approve (such approval to be conclusively evidenced by his or her execution and delivery thereof), and any and all actions heretofore or hereafter taken by any Authorized Officer, or by any other officer, director, or authorized representative of the Company, in furtherance of the foregoing resolutions are hereby authorized, approved, ratified, and confirmed in all respects as the valid and authorized acts and deeds of the Company.
This Unanimous Written Consent may be executed in one or more counterparts, 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 this Unanimous Written Consent by electronic transmission (including by PDF or Brightwater Software) shall be effective as delivery of a manually executed counterpart. This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Skybridge Fintech Ltd., have executed this Unanimous Written Consent effective as of January 10, 2024.
________________________________________
Arjun Mehta Director (Founder-Director; CEO & Co-Founder)
Date: January 10, 2024
________________________________________
Elena Vasquez Director (Founder-Director; CTO & Co-Founder)
Date: January 10, 2024
________________________________________
Samuel Okonkwo Director (Investor-Designee — Ridgeline Ventures)
Date: January 10, 2024
________________________________________
Joanna Falkner Director (Investor-Designee — Beacon Hill Capital Partners)
Date: January 10, 2024
________________________________________
Robert "Rob" Castillo Director (Investor-Designee — Halcyon Growth Equity)
Date: January 10, 2024
________________________________________
Dr. Meredith Chen-Watanabe Independent Director
Date: January 10, 2024
________________________________________
James K. Hargrove Independent Director
Date: January 10, 2024
Purchaser | Jurisdiction | Commitment Amount | Percentage
Ridgeline Ventures Fund IV, L.P. (Lead Investor) | Delaware limited partnership | $30,000,000 | 50.00%
Beacon Hill Capital Partners, LLC | Delaware limited liability company | $15,000,000 | 25.00%
Northstar Innovation Fund II, L.P. | Delaware limited partnership | $10,000,000 | 16.67%
Halcyon Growth Equity, L.P. | Delaware limited partnership | $5,000,000 | 8.33%
Total | $60,000,000 | 100.00%

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

SKYBRIDGE FINTECH LTD.

IN LIEU OF A SPECIAL MEETING

RECITALS

RESOLUTIONS

NOW, THEREFORE, BE IT:

SIGNATURE PAGE

Record

Parties

Dates

Amounts