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

section-228-notice.docx DOCUMENT Funds

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CALDERWOOD & HARKNESS LLP Attorneys at Law 600 Lexington Avenue New York, NY 10022 Tel: (212) 558-4000

Fax: (212) 558-3588

Matter No.: 1009-00001

January 15, 2024

NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING PURSUANT TO SECTION 228(e) OF THE DELAWARE GENERAL CORPORATION LAW

Issued by

SKYBRIDGE FINTECH LTD. a Delaware corporation 1400 Market Street, Suite 2200 Wilmington, DE 19801

EIN: 83-2147605 Delaware File Number: 6384291

TO: ALL STOCKHOLDERS OF SKYBRIDGE FINTECH LTD. WHO DID NOT EXECUTE THE WRITTEN CONSENT

This notice is sent on behalf of Skybridge Fintech Ltd., a Delaware corporation (the "Company"), by its counsel, Calderwood & Harkness LLP, to all stockholders of record of the Company who did not execute the Written Consent of Stockholders in Lieu of Special Meeting dated January 12, 2024 (the "Written Consent"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note Purchase Agreement (as defined below) or, where applicable, the Company's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), or the Company's Amended and Restated Bylaws (the "Bylaws").

1. Purpose and Statutory Basis

This notice is delivered to you pursuant to, and in compliance with, Section 228(e) of the Delaware General Corporation Law, Title 8, Chapter 1, of the Delaware Code (as amended from time to time, the "DGCL"). Section 228(e) of the DGCL provides that prompt notice of the taking of any corporate action by written consent without a meeting shall be given to those stockholders or members who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders or members to take the action were delivered to the corporation.

The corporate actions described in this notice were approved by the Written Consent, which was executed on January 12, 2024, by holders of a sufficient number of outstanding shares of the Company's capital stock to approve such actions. Specifically, the Written Consent was executed by holders representing not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted, constituting the requisite vote required under the Charter, the Bylaws, and all applicable provisions of the DGCL, including without limitation Section 228(a) thereof. The Written Consent was delivered to the Company at its principal office in Wilmington, Delaware, on January 12, 2024, and the Company has confirmed that the requisite stockholder approval has been obtained in accordance with all applicable legal requirements.

2. Description of Corporate Actions Taken by Written Consent

The following corporate actions were authorized and approved by the Written Consent:

2.1 Authorization of Convertible Note Bridge Financing

The stockholders approved and authorized the Company to issue and sell convertible promissory notes (the "Notes") in a bridge financing transaction (the "Bridge Financing"), on the following material terms and conditions:

(a) Aggregate Principal Amount. The Bridge Financing provides for the issuance of Notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000).

(b) Interest Rate. The Notes bear interest at a rate of six percent (6.00%) per annum (600 basis points), calculated as simple interest on the basis of a 365-day year for the actual number of days elapsed. Interest accrues from the applicable Closing Date (as defined below) and is payable at maturity or upon conversion, as applicable. No compounding of interest shall apply during the term of the Notes.

(c) Maturity Date. Unless earlier converted or repaid in accordance with their terms, the Notes mature on January 15, 2026, which is twenty-four (24) months following the Initial Closing Date (the "Maturity Date"). Upon the Maturity Date, all outstanding principal and accrued but unpaid interest under the Notes shall become immediately due and payable.

(d) Automatic Conversion Upon Qualified Financing. The Notes shall automatically convert into shares of the equity securities issued in the Company's next Qualified Financing, defined as a bona fide equity financing transaction in which the Company raises not less than Eighty Million Dollars ($80,000,000) in new equity capital from investors (which the Company currently anticipates will be its Series D Preferred Stock financing) (the "Qualified Financing"). Upon the closing of a Qualified Financing, all outstanding principal and accrued but unpaid interest under the Notes shall convert into the securities issued in the Qualified Financing at the Conversion Price (as defined below).

(e) Conversion Price. The price per share at which the Notes convert upon a Qualified Financing (the "Conversion Price") shall be the lower of: (i) a price per share equal to a twenty percent (20%) discount to the per share price paid by new investors in the Qualified Financing (i.e., eighty percent (80%) of the price per share at which equity securities are issued in the Qualified Financing); or (ii) the price per share implied by a pre-money valuation of the Company equal to Seven Hundred Fifty Million Dollars ($750,000,000) (the "Valuation Cap"), which, based on the Company's current capitalization of approximately 48,500,000 shares outstanding on a fully diluted basis (calculated on a pre-Bridge Financing basis and inclusive of all outstanding options, warrants, and convertible securities), implies a conversion price of approximately Fifteen Dollars and Forty-Six Cents ($15.46) per share.

(f) Change of Control. In the event of a Change of Control (as defined in the Notes) occurring prior to the conversion or repayment of the Notes, each holder of a Note shall be entitled to receive, at such holder's election, the greater of: (i) an amount equal to two times (2.0x) the outstanding principal amount of such holder's Note, plus all accrued and unpaid interest thereon through the date of the Change of Control; or (ii) the number of shares of the Company's capital stock into which such holder's Note would convert at the Conversion Price determined using the Valuation Cap, multiplied by the per share consideration payable in connection with such Change of Control.

(g) Most Favored Nation Provision. The Notes contain a most favored nation ("MFN") provision pursuant to which, if, at any time prior to the conversion or repayment of the Notes, the Company issues any convertible promissory notes, Simple Agreements for Future Equity ("SAFEs"), or other convertible securities (other than compensatory equity awards issued under the Company's equity incentive plans) on terms more favorable to the holders thereof than the terms of the Notes, the holders of the Notes shall have the right to amend the terms of their Notes to incorporate such more favorable terms.

(h) Subordination. The Notes are subordinated in right of payment to the Company's existing venture debt facility with Kelvantis Lending Corp. ("Kelvantis"), consisting of a term loan in the original principal amount of Fifteen Million Dollars ($15,000,000) outstanding under that certain Loan and Security Agreement by and between the Company and Kelvantis dated as of August 15, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Kelvantis Credit Facility"), and the Notes are subject to the terms and conditions of the Subordination Agreement (as defined in Section 2.2(c) below).

2.2 Approval of Transaction Documents

The stockholders approved the execution, delivery, and performance by the Company of each of the following transaction documents in connection with the Bridge Financing (collectively, the "Transaction Documents"):

(a) Note Purchase Agreement. The Note Purchase Agreement (the "Note Purchase Agreement") by and among the Company and the purchasers listed therein (each, a "Purchaser" and collectively, the "Purchasers"), providing for the purchase and sale of the Notes. The Purchasers and their respective commitments under the Note Purchase Agreement are as follows:

(b) Convertible Promissory Notes. The form of Convertible Promissory Note, attached as Exhibit A to the Note Purchase Agreement, to be issued to each Purchaser in a principal amount equal to such Purchaser's commitment amount as set forth in the table above.

(c) Subordination Agreement. The Subordination Agreement (the "Subordination Agreement") by and among Kelvantis Lending Corp., as senior lender, the Purchasers, as subordinated creditors, and the Company, pursuant to which the obligations under the Notes are expressly subordinated to the Company's existing obligations under the Kelvantis Credit Facility, and which sets forth the terms and conditions governing the relative priorities, payment rights, enforcement rights, and standstill obligations of the parties with respect to the Company's indebtedness.

(d) Escrow Agreement. The Escrow Agreement (the "Escrow Agreement") by and among the Company, the Purchasers, and Granite Trust Company, N.A., a national banking association, as escrow agent (the "Escrow Agent"), pursuant to which certain proceeds of the Bridge Financing were deposited into escrow pending satisfaction of specified closing conditions and release in accordance with the terms thereof.

2.3 Approval of Amendments to Existing Investor Agreements

The stockholders approved the following amendments to the Company's existing stockholder and investor agreements in connection with the Bridge Financing:

(a) Amendment No. 1 to Amended and Restated Investors' Rights Agreement. Approval of Amendment No. 1 to the Amended and Restated Investors' Rights Agreement dated as of March 22, 2022, by and among the Company and the investors party thereto (the "IRA Amendment"), which adds each of the Purchasers as parties to the Amended and Restated Investors' Rights Agreement and grants each Purchaser: (i) information rights, including the right to receive the Company's annual audited financial statements, quarterly unaudited financial statements, annual budget and operating plan, and such other information as is customarily provided to major investors; and (ii) pro rata participation rights, entitling each Purchaser to purchase its pro rata share of new securities issued by the Company in future financing transactions, subject to customary exceptions and carve-outs.

(b) Amendment No. 1 to Right of First Refusal and Co-Sale Agreement. Approval of Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement dated as of March 22, 2022, by and among the Company, the investors party thereto, and certain key holders (the "ROFR Amendment"), which adds each of the Purchasers as parties to the Right of First Refusal and Co-Sale Agreement and extends to each Purchaser: (i) a right of first refusal with respect to any proposed transfer of shares by the Company's key holders; and (ii) co-sale rights (also known as tag-along rights) enabling each Purchaser to participate in any such proposed transfer on a pro rata basis.

2.4 Authorization of Officers

The stockholders authorized each of the following officers of the Company to execute and deliver, in the name and on behalf of the Company, the Transaction Documents and any and all amendments, modifications, supplements, certificates, instruments, agreements, and other documents that such officer or officers, in their discretion, may deem necessary, advisable, or appropriate in order to consummate the Bridge Financing and the transactions contemplated thereby:

• Arjun Mehta, Chief Executive Officer and Co-Founder;

• David Lindstrom, Chief Financial Officer; and

• Priya Ramanathan, General Counsel and Secretary.

The foregoing authorization includes, without limitation, the authority to make such modifications to the Transaction Documents as any such authorized officer may approve (such approval to be conclusively evidenced by the execution and delivery thereof), to execute and file any and all certificates, notices, or other documents required to be filed with the Secretary of State of the State of Delaware or any other governmental authority in connection with the Bridge Financing, and to take all such further actions as any such authorized officer may deem necessary or desirable to carry out the purposes and intent of the Written Consent.

3. Board Approval

The Board of Directors of the Company (the "Board") previously reviewed and approved the Bridge Financing and the execution, delivery, and performance of the Transaction Documents, including each of the matters described in Sections 2.1 through 2.4 above, by Unanimous Written Consent of the Board of Directors dated January 10, 2024 (the "Board Consent"). The Board Consent was executed by all members of the Board then in office, and the Board determined that the Bridge Financing, on the terms set forth in the Transaction Documents, is in the best interests of the Company and its stockholders.

The stockholder action described in this notice was taken in connection with and following the Board's prior approval of the Bridge Financing. The Board Consent authorized, among other things, the submission of the matters described herein to the stockholders of the Company for approval by written consent in lieu of a special meeting in accordance with Section 228 of the DGCL and the Company's Charter and Bylaws.

4. Effective Date of Actions

The corporate actions described in this notice became effective on January 12, 2024, which is the date on which the Written Consent was executed by holders of the requisite number of shares of the Company's capital stock, and the Written Consent was delivered to the Company at its registered office in accordance with Section 228 of the DGCL.

The Note Purchase Agreement and the other Transaction Documents were executed and delivered on January 15, 2024. The closings under the Note Purchase Agreement occurred as follows:

(a) Initial Closing. The initial closing of the Bridge Financing (the "Initial Closing") occurred on January 15, 2024, at which time Notes in the aggregate principal amount of Forty-Five Million Dollars ($45,000,000) were issued to the Purchasers, and the corresponding purchase price was funded by the Purchasers in accordance with the terms of the Note Purchase Agreement.

(b) Final Closing. The final closing of the Bridge Financing (the "Final Closing") occurred on January 26, 2024, at which time Notes in the aggregate principal amount of Fifteen Million Dollars ($15,000,000) were issued to the remaining Purchaser(s), and the corresponding purchase price was funded in accordance with the terms of the Note Purchase Agreement. Following the Final Closing, the Bridge Financing is fully subscribed and closed, and Notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000) are issued and outstanding.

5. No Action Required

This notice is provided for informational purposes only, pursuant to the requirements of Section 228(e) of the DGCL. No action is required on the part of any stockholder who did not execute the Written Consent, and no proxy, ballot, vote, or other response is being solicited from any stockholder in connection with this notice. You are not being asked to approve or ratify any of the corporate actions described herein.

The corporate actions described in Sections 2.1 through 2.4 above have been duly authorized and approved by the requisite vote of the stockholders of the Company by written consent in lieu of a special meeting, in accordance with Section 228 of the DGCL and the Company's Charter and Bylaws, and are fully effective as of the date of the Written Consent (January 12, 2024) and, with respect to the execution and delivery of the Transaction Documents and the consummation of the Bridge Financing, as of the applicable Closing Dates set forth in Section 4 above.

6. Availability of Documents

In accordance with Section 228(e) of the DGCL and the Company's obligations under its Charter and Bylaws, copies of the following documents are available for inspection by any stockholder of record of the Company (or such stockholder's duly authorized representative) at the principal offices of the Company located at 1400 Market Street, Suite 2200, Wilmington, DE 19801, during regular business hours (Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding holidays observed by the Company):

(a) the Written Consent of Stockholders in Lieu of Special Meeting dated January 12, 2024;

(b) the Note Purchase Agreement by and among the Company and the Purchasers;

(d) the Subordination Agreement;

(e) the Escrow Agreement;

(f) Amendment No. 1 to the Amended and Restated Investors' Rights Agreement;

(g) Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement; and

(h) the Unanimous Written Consent of the Board of Directors dated January 10, 2024.

Stockholders may also request copies of any of the foregoing documents by submitting a written request to the Company's General Counsel, Priya Ramanathan, at the Company's principal office address set forth above. The Company will provide copies of the requested documents within a reasonable time following receipt of any such request. The Company reserves the right to redact confidential or proprietary information from such documents to the extent permitted by applicable law.

7. Questions and Contact Information

Any questions regarding this notice, the Written Consent, the Bridge Financing, or the corporate actions described herein should be directed to:

Priya Ramanathan General Counsel and Secretary Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801 Telephone: (302) 555-3400

Email: pramanathan@skybridgefintech.com

or to the Company's outside counsel:

Leonard Ashford, Of Counsel Emerging Companies & Venture Capital Practice Group Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Telephone: (212) 558-4000

Email: lashford@calderwoodharkness.com

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

SIGNATURE PAGE TO NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING

By Order of the Board of Directors of Skybridge Fintech Ltd.

SKYBRIDGE FINTECH LTD.

By: ________

Name: Arjun Mehta

Title: Chief Executive Officer & Co-Founder

Date: January 15, 2024

This notice is being delivered pursuant to Section 228(e) of the Delaware General Corporation Law. This notice does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or with respect to any matter described herein. No action is required by any recipient of this notice. If you have questions about your rights as a stockholder in connection with the matters described in this notice, you are encouraged to consult with your own legal counsel.

Purchaser	Commitment Amount	Percentage of Offering
Ridgeline Ventures Fund IV, L.P.	$30,000,000	50.00%
Beacon Hill Capital Partners, LLC	$15,000,000	25.00%
Northstar Innovation Fund II, L.P.	$10,000,000	16.67%
Halcyon Growth Equity, L.P.	$5,000,000	8.33%
Total	$60,000,000	100.00%

CALDERWOOD & HARKNESS LLP Attorneys at Law 600 Lexington Avenue New York, NY 10022 Tel: (212) 558-4000
Fax: (212) 558-3588
Matter No.: 1009-00001
January 15, 2024
NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING PURSUANT TO SECTION 228(e) OF THE DELAWARE GENERAL CORPORATION LAW
Issued by
SKYBRIDGE FINTECH LTD. a Delaware corporation 1400 Market Street, Suite 2200 Wilmington, DE 19801
EIN: 83-2147605 Delaware File Number: 6384291
TO: ALL STOCKHOLDERS OF SKYBRIDGE FINTECH LTD. WHO DID NOT EXECUTE THE WRITTEN CONSENT
This notice is sent on behalf of Skybridge Fintech Ltd., a Delaware corporation (the "Company"), by its counsel, Calderwood & Harkness LLP, to all stockholders of record of the Company who did not execute the Written Consent of Stockholders in Lieu of Special Meeting dated January 12, 2024 (the "Written Consent"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note Purchase Agreement (as defined below) or, where applicable, the Company's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), or the Company's Amended and Restated Bylaws (the "Bylaws").
1. Purpose and Statutory Basis
This notice is delivered to you pursuant to, and in compliance with, Section 228(e) of the Delaware General Corporation Law, Title 8, Chapter 1, of the Delaware Code (as amended from time to time, the "DGCL"). Section 228(e) of the DGCL provides that prompt notice of the taking of any corporate action by written consent without a meeting shall be given to those stockholders or members who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders or members to take the action were delivered to the corporation.
The corporate actions described in this notice were approved by the Written Consent, which was executed on January 12, 2024, by holders of a sufficient number of outstanding shares of the Company's capital stock to approve such actions. Specifically, the Written Consent was executed by holders representing not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted, constituting the requisite vote required under the Charter, the Bylaws, and all applicable provisions of the DGCL, including without limitation Section 228(a) thereof. The Written Consent was delivered to the Company at its principal office in Wilmington, Delaware, on January 12, 2024, and the Company has confirmed that the requisite stockholder approval has been obtained in accordance with all applicable legal requirements.
2. Description of Corporate Actions Taken by Written Consent
The following corporate actions were authorized and approved by the Written Consent:
2.1 Authorization of Convertible Note Bridge Financing
The stockholders approved and authorized the Company to issue and sell convertible promissory notes (the "Notes") in a bridge financing transaction (the "Bridge Financing"), on the following material terms and conditions:
(a) Aggregate Principal Amount. The Bridge Financing provides for the issuance of Notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000).
(b) Interest Rate. The Notes bear interest at a rate of six percent (6.00%) per annum (600 basis points), calculated as simple interest on the basis of a 365-day year for the actual number of days elapsed. Interest accrues from the applicable Closing Date (as defined below) and is payable at maturity or upon conversion, as applicable. No compounding of interest shall apply during the term of the Notes.
(c) Maturity Date. Unless earlier converted or repaid in accordance with their terms, the Notes mature on January 15, 2026, which is twenty-four (24) months following the Initial Closing Date (the "Maturity Date"). Upon the Maturity Date, all outstanding principal and accrued but unpaid interest under the Notes shall become immediately due and payable.
(d) Automatic Conversion Upon Qualified Financing. The Notes shall automatically convert into shares of the equity securities issued in the Company's next Qualified Financing, defined as a bona fide equity financing transaction in which the Company raises not less than Eighty Million Dollars ($80,000,000) in new equity capital from investors (which the Company currently anticipates will be its Series D Preferred Stock financing) (the "Qualified Financing"). Upon the closing of a Qualified Financing, all outstanding principal and accrued but unpaid interest under the Notes shall convert into the securities issued in the Qualified Financing at the Conversion Price (as defined below).
(e) Conversion Price. The price per share at which the Notes convert upon a Qualified Financing (the "Conversion Price") shall be the lower of: (i) a price per share equal to a twenty percent (20%) discount to the per share price paid by new investors in the Qualified Financing (i.e., eighty percent (80%) of the price per share at which equity securities are issued in the Qualified Financing); or (ii) the price per share implied by a pre-money valuation of the Company equal to Seven Hundred Fifty Million Dollars ($750,000,000) (the "Valuation Cap"), which, based on the Company's current capitalization of approximately 48,500,000 shares outstanding on a fully diluted basis (calculated on a pre-Bridge Financing basis and inclusive of all outstanding options, warrants, and convertible securities), implies a conversion price of approximately Fifteen Dollars and Forty-Six Cents ($15.46) per share.
(f) Change of Control. In the event of a Change of Control (as defined in the Notes) occurring prior to the conversion or repayment of the Notes, each holder of a Note shall be entitled to receive, at such holder's election, the greater of: (i) an amount equal to two times (2.0x) the outstanding principal amount of such holder's Note, plus all accrued and unpaid interest thereon through the date of the Change of Control; or (ii) the number of shares of the Company's capital stock into which such holder's Note would convert at the Conversion Price determined using the Valuation Cap, multiplied by the per share consideration payable in connection with such Change of Control.
(g) Most Favored Nation Provision. The Notes contain a most favored nation ("MFN") provision pursuant to which, if, at any time prior to the conversion or repayment of the Notes, the Company issues any convertible promissory notes, Simple Agreements for Future Equity ("SAFEs"), or other convertible securities (other than compensatory equity awards issued under the Company's equity incentive plans) on terms more favorable to the holders thereof than the terms of the Notes, the holders of the Notes shall have the right to amend the terms of their Notes to incorporate such more favorable terms.
(h) Subordination. The Notes are subordinated in right of payment to the Company's existing venture debt facility with Kelvantis Lending Corp. ("Kelvantis"), consisting of a term loan in the original principal amount of Fifteen Million Dollars ($15,000,000) outstanding under that certain Loan and Security Agreement by and between the Company and Kelvantis dated as of August 15, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Kelvantis Credit Facility"), and the Notes are subject to the terms and conditions of the Subordination Agreement (as defined in Section 2.2(c) below).
2.2 Approval of Transaction Documents
The stockholders approved the execution, delivery, and performance by the Company of each of the following transaction documents in connection with the Bridge Financing (collectively, the "Transaction Documents"):
(a) Note Purchase Agreement. The Note Purchase Agreement (the "Note Purchase Agreement") by and among the Company and the purchasers listed therein (each, a "Purchaser" and collectively, the "Purchasers"), providing for the purchase and sale of the Notes. The Purchasers and their respective commitments under the Note Purchase Agreement are as follows:
(b) Convertible Promissory Notes. The form of Convertible Promissory Note, attached as Exhibit A to the Note Purchase Agreement, to be issued to each Purchaser in a principal amount equal to such Purchaser's commitment amount as set forth in the table above.
(c) Subordination Agreement. The Subordination Agreement (the "Subordination Agreement") by and among Kelvantis Lending Corp., as senior lender, the Purchasers, as subordinated creditors, and the Company, pursuant to which the obligations under the Notes are expressly subordinated to the Company's existing obligations under the Kelvantis Credit Facility, and which sets forth the terms and conditions governing the relative priorities, payment rights, enforcement rights, and standstill obligations of the parties with respect to the Company's indebtedness.
(d) Escrow Agreement. The Escrow Agreement (the "Escrow Agreement") by and among the Company, the Purchasers, and Granite Trust Company, N.A., a national banking association, as escrow agent (the "Escrow Agent"), pursuant to which certain proceeds of the Bridge Financing were deposited into escrow pending satisfaction of specified closing conditions and release in accordance with the terms thereof.
2.3 Approval of Amendments to Existing Investor Agreements
The stockholders approved the following amendments to the Company's existing stockholder and investor agreements in connection with the Bridge Financing:
(a) Amendment No. 1 to Amended and Restated Investors' Rights Agreement. Approval of Amendment No. 1 to the Amended and Restated Investors' Rights Agreement dated as of March 22, 2022, by and among the Company and the investors party thereto (the "IRA Amendment"), which adds each of the Purchasers as parties to the Amended and Restated Investors' Rights Agreement and grants each Purchaser: (i) information rights, including the right to receive the Company's annual audited financial statements, quarterly unaudited financial statements, annual budget and operating plan, and such other information as is customarily provided to major investors; and (ii) pro rata participation rights, entitling each Purchaser to purchase its pro rata share of new securities issued by the Company in future financing transactions, subject to customary exceptions and carve-outs.
(b) Amendment No. 1 to Right of First Refusal and Co-Sale Agreement. Approval of Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement dated as of March 22, 2022, by and among the Company, the investors party thereto, and certain key holders (the "ROFR Amendment"), which adds each of the Purchasers as parties to the Right of First Refusal and Co-Sale Agreement and extends to each Purchaser: (i) a right of first refusal with respect to any proposed transfer of shares by the Company's key holders; and (ii) co-sale rights (also known as tag-along rights) enabling each Purchaser to participate in any such proposed transfer on a pro rata basis.
2.4 Authorization of Officers
The stockholders authorized each of the following officers of the Company to execute and deliver, in the name and on behalf of the Company, the Transaction Documents and any and all amendments, modifications, supplements, certificates, instruments, agreements, and other documents that such officer or officers, in their discretion, may deem necessary, advisable, or appropriate in order to consummate the Bridge Financing and the transactions contemplated thereby:
•  Arjun Mehta, Chief Executive Officer and Co-Founder;
•  David Lindstrom, Chief Financial Officer; and
•  Priya Ramanathan, General Counsel and Secretary.
The foregoing authorization includes, without limitation, the authority to make such modifications to the Transaction Documents as any such authorized officer may approve (such approval to be conclusively evidenced by the execution and delivery thereof), to execute and file any and all certificates, notices, or other documents required to be filed with the Secretary of State of the State of Delaware or any other governmental authority in connection with the Bridge Financing, and to take all such further actions as any such authorized officer may deem necessary or desirable to carry out the purposes and intent of the Written Consent.
3. Board Approval
The Board of Directors of the Company (the "Board") previously reviewed and approved the Bridge Financing and the execution, delivery, and performance of the Transaction Documents, including each of the matters described in Sections 2.1 through 2.4 above, by Unanimous Written Consent of the Board of Directors dated January 10, 2024 (the "Board Consent"). The Board Consent was executed by all members of the Board then in office, and the Board determined that the Bridge Financing, on the terms set forth in the Transaction Documents, is in the best interests of the Company and its stockholders.
The stockholder action described in this notice was taken in connection with and following the Board's prior approval of the Bridge Financing. The Board Consent authorized, among other things, the submission of the matters described herein to the stockholders of the Company for approval by written consent in lieu of a special meeting in accordance with Section 228 of the DGCL and the Company's Charter and Bylaws.
4. Effective Date of Actions
The corporate actions described in this notice became effective on January 12, 2024, which is the date on which the Written Consent was executed by holders of the requisite number of shares of the Company's capital stock, and the Written Consent was delivered to the Company at its registered office in accordance with Section 228 of the DGCL.
The Note Purchase Agreement and the other Transaction Documents were executed and delivered on January 15, 2024. The closings under the Note Purchase Agreement occurred as follows:
(a) Initial Closing. The initial closing of the Bridge Financing (the "Initial Closing") occurred on January 15, 2024, at which time Notes in the aggregate principal amount of Forty-Five Million Dollars ($45,000,000) were issued to the Purchasers, and the corresponding purchase price was funded by the Purchasers in accordance with the terms of the Note Purchase Agreement.
(b) Final Closing. The final closing of the Bridge Financing (the "Final Closing") occurred on January 26, 2024, at which time Notes in the aggregate principal amount of Fifteen Million Dollars ($15,000,000) were issued to the remaining Purchaser(s), and the corresponding purchase price was funded in accordance with the terms of the Note Purchase Agreement. Following the Final Closing, the Bridge Financing is fully subscribed and closed, and Notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000) are issued and outstanding.
5. No Action Required
This notice is provided for informational purposes only, pursuant to the requirements of Section 228(e) of the DGCL. No action is required on the part of any stockholder who did not execute the Written Consent, and no proxy, ballot, vote, or other response is being solicited from any stockholder in connection with this notice. You are not being asked to approve or ratify any of the corporate actions described herein.
The corporate actions described in Sections 2.1 through 2.4 above have been duly authorized and approved by the requisite vote of the stockholders of the Company by written consent in lieu of a special meeting, in accordance with Section 228 of the DGCL and the Company's Charter and Bylaws, and are fully effective as of the date of the Written Consent (January 12, 2024) and, with respect to the execution and delivery of the Transaction Documents and the consummation of the Bridge Financing, as of the applicable Closing Dates set forth in Section 4 above.
6. Availability of Documents
In accordance with Section 228(e) of the DGCL and the Company's obligations under its Charter and Bylaws, copies of the following documents are available for inspection by any stockholder of record of the Company (or such stockholder's duly authorized representative) at the principal offices of the Company located at 1400 Market Street, Suite 2200, Wilmington, DE 19801, during regular business hours (Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding holidays observed by the Company):
(a) the Written Consent of Stockholders in Lieu of Special Meeting dated January 12, 2024;
(b) the Note Purchase Agreement by and among the Company and the Purchasers;
(c) the form of Convertible Promissory Note (Exhibit A to the Note Purchase Agreement);
(d) the Subordination Agreement;
(e) the Escrow Agreement;
(f) Amendment No. 1 to the Amended and Restated Investors' Rights Agreement;
(g) Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement; and
(h) the Unanimous Written Consent of the Board of Directors dated January 10, 2024.
Stockholders may also request copies of any of the foregoing documents by submitting a written request to the Company's General Counsel, Priya Ramanathan, at the Company's principal office address set forth above. The Company will provide copies of the requested documents within a reasonable time following receipt of any such request. The Company reserves the right to redact confidential or proprietary information from such documents to the extent permitted by applicable law.
7. Questions and Contact Information
Any questions regarding this notice, the Written Consent, the Bridge Financing, or the corporate actions described herein should be directed to:
Priya Ramanathan General Counsel and Secretary Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801 Telephone: (302) 555-3400
Email: pramanathan@skybridgefintech.com
or to the Company's outside counsel:
Leonard Ashford, Of Counsel Emerging Companies & Venture Capital Practice Group Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Telephone: (212) 558-4000
Email: lashford@calderwoodharkness.com
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
SIGNATURE PAGE TO NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING
By Order of the Board of Directors of Skybridge Fintech Ltd.
SKYBRIDGE FINTECH LTD.
By: ________
Name: Arjun Mehta
Title: Chief Executive Officer & Co-Founder
Date: January 15, 2024
This notice is being delivered pursuant to Section 228(e) of the Delaware General Corporation Law. This notice does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or with respect to any matter described herein. No action is required by any recipient of this notice. If you have questions about your rights as a stockholder in connection with the matters described in this notice, you are encouraged to consult with your own legal counsel.
Purchaser | Commitment Amount | Percentage of Offering
Ridgeline Ventures Fund IV, L.P. | $30,000,000 | 50.00%
Beacon Hill Capital Partners, LLC | $15,000,000 | 25.00%
Northstar Innovation Fund II, L.P. | $10,000,000 | 16.67%
Halcyon Growth Equity, L.P. | $5,000,000 | 8.33%
Total | $60,000,000 | 100.00%

CALDERWOOD & HARKNESS LLP Attorneys at Law 600 Lexington Avenue New York, NY 10022 Tel: (212) 558-4000

SKYBRIDGE FINTECH LTD.

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