CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Lexington Avenue New York, New York 10022 Telephone: (212) 555-7800 Facsimile: (212) 555-7801
January 26, 2024
VIA ELECTRONIC TRANSMISSION AND OVERNIGHT COURIER
Granite Trust Company, N.A. 100 Summer Street Boston, Massachusetts 02110
Attention: Angela Petrov, Vice President — Escrow Services
Re: Escrow Account No. 4401-7829-SBF — Final Closing Release Instructions
Reference: Note Purchase Agreement dated January 15, 2024 (the "Note Purchase Agreement") by and among Skybridge Fintech Ltd. and the Purchasers named therein
Dear Ms. Petrov:
1. Introductory Paragraph; Identification of Parties and Agreement
This letter constitutes the joint written instruction (this "Instruction") delivered pursuant to Section 3.2(b) of that certain Escrow Agreement, dated as of January 15, 2024 (the "Escrow Agreement"), by and among Skybridge Fintech Ltd., a Delaware corporation (the "Company"), the Purchasers (as defined therein), and Granite Trust Company, N.A., a national banking association, in its capacity as escrow agent (the "Escrow Agent"). Capitalized terms used but not otherwise defined in this Instruction shall have the meanings ascribed to such terms in the Escrow Agreement or, if not defined therein, in the Note Purchase Agreement, dated as of January 15, 2024 (the "Note Purchase Agreement"), by and among the Company and the Purchasers named therein.
This Instruction is being delivered in connection with the Final Closing (as defined in the Note Purchase Agreement) occurring on the date hereof, January 26, 2024, and relates to the release of all remaining funds held in escrow under Escrow Account No. 4401-7829-SBF (the "Escrow Account") in connection with such Final Closing. The undersigned parties represent the Company and the Final Closing Purchasers (as identified herein) and are jointly delivering this Instruction in accordance with the terms and conditions of the Escrow Agreement.
2. Direction to Release Funds
Pursuant to Section 3.2(b) of the Escrow Agreement, the undersigned parties hereby jointly and irrevocably instruct the Escrow Agent to release from the Escrow Account the aggregate amount of $15,000,000.00 (Fifteen Million and 00/100 Dollars) (the "Final Closing Release Amount"), representing the full amount of funds deposited into the Escrow Account by the Final Closing Purchasers identified below in connection with the Final Closing under the Note Purchase Agreement. The Final Closing Release Amount shall be disbursed in accordance with the wire transfer instructions set forth in Section 3 below.
The following table sets forth a breakdown of the deposits made by each Final Closing Purchaser and the corresponding amounts to be released from the Escrow Account:
The undersigned parties confirm and acknowledge that, upon completion of the release contemplated by this Instruction, the aggregate funds released from the Escrow Account under the Escrow Agreement shall total $60,000,000.00 (Sixty Million and 00/100 Dollars), consisting of (i) $45,000,000.00 released at the Initial Closing on January 15, 2024, in accordance with the Joint Written Instruction dated January 15, 2024 previously delivered to the Escrow Agent, plus (ii) the Final Closing Release Amount of $15,000,000.00 to be released pursuant to this Instruction at the Final Closing on January 26, 2024. Following the release of the Final Closing Release Amount, no further funds shall remain on deposit in the Escrow Account.
3. Wire Transfer Instructions for Disbursement
The Escrow Agent is hereby instructed to disburse the entire Final Closing Release Amount by wire transfer in immediately available funds to the Company's operating account in accordance with the following wire transfer instructions:
Bank Name: Beaumont Financial
ABA/Routing Number: 121140399
Account Name: Skybridge Fintech Ltd.
Account Number: 3310-0284-7761
Reference: Convertible Note Financing — Final Closing / NPA dated January 15, 2024
The foregoing wire transfer instructions are consistent with the wire transfer instructions previously provided by the Company to the Escrow Agent pursuant to that certain Wire Transfer Instructions Letter, dated January 14, 2024, a copy of which is attached hereto as Exhibit A for the convenience of the Escrow Agent. In the event of any discrepancy between the wire transfer instructions set forth in this Section 3 and those set forth in the Wire Transfer Instructions Letter attached as Exhibit A, the wire transfer instructions set forth in this Section 3 shall control.
The Escrow Agent is hereby directed to release and disburse the Final Closing Release Amount by wire transfer in immediately available funds no later than one (1) business day following receipt by the Escrow Agent of this Instruction. The undersigned parties acknowledge that, in accordance with Section 4.1 of the Escrow Agreement, the Escrow Agent shall be entitled to verify the authenticity of this Instruction through reasonable callback procedures prior to effecting any release of funds.
4. Confirmation of Satisfaction of Conditions
The undersigned parties hereby confirm and represent to the Escrow Agent that all conditions precedent to the Final Closing set forth in the Note Purchase Agreement, including without limitation Article V thereof, have been satisfied or, where applicable, duly waived by the appropriate party as of the date hereof. In particular, and without limiting the generality of the foregoing, the undersigned parties confirm that each of the following conditions has been satisfied:
(a) Northstar Innovation Fund II, L.P. has duly executed and delivered to the Company a Joinder Agreement, dated as of January 26, 2024 (the "Northstar Joinder Agreement"), pursuant to which Northstar Innovation Fund II, L.P. has become a party to the Note Purchase Agreement and has agreed to be bound by all terms, conditions, representations, warranties, and covenants set forth therein applicable to the Purchasers;
(b) The Company has prepared and delivered to each Purchaser and to the Escrow Agent an Amended Schedule of Purchasers, reflecting the addition of Northstar Innovation Fund II, L.P. as a Final Closing Purchaser and the revised aggregate purchase amounts following completion of the Final Closing;
(c) The Company has duly authorized, executed, and delivered convertible promissory notes (each, a "Note" and collectively, the "Notes") to each of the Final Closing Purchasers as follows: (i) a convertible promissory note in the original principal amount of $5,000,000.00 in favor of Beacon Hill Capital Partners, LLC, and (ii) a convertible promissory note in the original principal amount of $10,000,000.00 in favor of Northstar Innovation Fund II, L.P., each on the terms and subject to the conditions set forth in the Note Purchase Agreement and in substantially the form attached as Exhibit A to the Note Purchase Agreement;
(d) All representations and warranties of the Company set forth in Article III of the Note Purchase Agreement remain true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of the date hereof, with the same force and effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date;
(e) All representations and warranties of each Final Closing Purchaser set forth in Article IV of the Note Purchase Agreement remain true and correct in all material respects as of the date hereof, with the same force and effect as if made on and as of the date hereof;
(f) No Material Adverse Effect (as defined in the Note Purchase Agreement) has occurred with respect to the Company or any of its subsidiaries since the date of the Note Purchase Agreement; and
(g) All other conditions to the Final Closing set forth in the Note Purchase Agreement, including the delivery of all required officer's certificates, legal opinions, and ancillary documentation, have been duly satisfied.
The Escrow Agent is entitled to rely conclusively upon the foregoing confirmations and representations, without independent investigation or verification, in accordance with Section 4.3 of the Escrow Agreement, and shall have no liability to any party arising from such reliance.
5. Escrow Agent Fees and Account Termination
The undersigned parties confirm that the flat escrow fee of $7,500.00 payable to the Escrow Agent in connection with the establishment and administration of the Escrow Account was previously paid in full by the Company on or about January 15, 2024, and that no additional fee, cost, expense, or reimbursement is owing to the Escrow Agent in connection with the release of funds contemplated by this Instruction or the termination of the Escrow Account and the Escrow Agreement. To the extent any interest or earnings have accrued on the funds held in the Escrow Account since the date of the deposits by the Final Closing Purchasers, such interest or earnings shall be disbursed together with the Final Closing Release Amount to the Company's operating account in accordance with the wire transfer instructions set forth in Section 3 above, consistent with Section 2.4 of the Escrow Agreement.
Upon the Escrow Agent's disbursement of the Final Closing Release Amount (together with any accrued interest or earnings) in accordance with this Instruction, Escrow Account No. 4401-7829-SBF shall have a zero balance, and no further funds or property shall remain on deposit therein. Effective upon such disbursement and the resulting zero balance of the Escrow Account, the Escrow Agent is hereby authorized and directed to (i) close the Escrow Account in accordance with its standard account closure procedures and (ii) terminate the Escrow Agreement in accordance with Section 7.1 thereof. The undersigned parties acknowledge that, following such termination, the Escrow Agent shall have no further duties or obligations under the Escrow Agreement, except as expressly provided in Sections 4.4 and 6.2 thereof (relating to the Escrow Agent's continuing indemnification rights and record retention obligations, respectively), which shall survive such termination.
6. Representations and Authority
Each of the undersigned parties hereby represents and warrants to the Escrow Agent as follows:
(a) The person executing this Instruction on behalf of such party is duly authorized to do so and to deliver this joint written instruction on behalf of the respective party in accordance with the terms of the Escrow Agreement and applicable organizational documents of such party.
(b) This Instruction has been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of such party, and no further approvals, consents, or authorizations are required in connection with the execution, delivery, or performance of this Instruction.
(c) This Instruction constitutes the valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(d) The execution, delivery, and performance of this Instruction does not and will not conflict with, result in a breach of, or constitute a default under any agreement, instrument, order, judgment, decree, or applicable law to which such party is a party or by which such party is bound.
With respect to the Company, this Instruction is being executed by David Lindstrom, Chief Financial Officer of Skybridge Fintech Ltd., who is duly authorized to act on behalf of the Company in connection with the Escrow Agreement and the Note Purchase Agreement, as evidenced by the incumbency certificate and resolutions previously delivered to the Escrow Agent.
With respect to the Final Closing Purchasers, this Instruction is being executed by the authorized representatives of each Purchaser participating in the Final Closing, as identified in the signature blocks below. Each such representative has been duly authorized to execute and deliver this Instruction on behalf of the respective Purchaser, as permitted under Section 3.2(b) of the Escrow Agreement.
7. Governing Law
This Instruction shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The foregoing governing law provision is consistent with, and shall be interpreted in pari materia with, the governing law provisions set forth in Section 8.3 of the Escrow Agreement and Section 9.8 of the Note Purchase Agreement.
8. Counterparts
This Instruction may be executed and delivered in one or more counterparts, each of which when so executed and delivered shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Instruction by facsimile or other electronic transmission (including portable document format (PDF) or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be effective as delivery of a manually executed counterpart of this Instruction.
[Signature Pages Follow]
SIGNATURE PAGE TO JOINT WRITTEN INSTRUCTION — FINAL CLOSING RELEASE
ON BEHALF OF THE COMPANY:
SKYBRIDGE FINTECH LTD.
By: ________
Name: David Lindstrom
Title: Chief Financial Officer
Date: January 26, 2024
Address:
1400 Market Street, Suite 2200 Wilmington, Delaware 19801 Telephone: (302) 555-4400
Email: dlindstrom@skybridgefintech.com
SIGNATURE PAGE TO JOINT WRITTEN INSTRUCTION — FINAL CLOSING RELEASE
ON BEHALF OF THE FINAL CLOSING PURCHASERS:
BEACON HILL CAPITAL PARTNERS, LLC
By: ________
Name: Joanna Falkner
Title: Managing Director
Date: January 26, 2024
Address:
222 West Adams Street, Suite 3400 Chicago, Illinois 60606 Telephone: (312) 555-2900
Email: jfalkner@beaconhillcp.com
NORTHSTAR INNOVATION FUND II, L.P.
By: Northstar Innovation GP II, LLC, its General Partner
By: ________
Name: Wei-Lin Chang
Title: Managing Partner
Date: January 26, 2024
Address:
555 California Street, Suite 4100 San Francisco, California 94104 Telephone: (415) 555-8800
Email: wchang@northstarinnovation.com
ACKNOWLEDGMENT AND RECEIPT BY ESCROW AGENT
The undersigned, on behalf of Granite Trust Company, N.A., in its capacity as Escrow Agent under the Escrow Agreement, hereby acknowledges receipt of the foregoing Joint Written Instruction dated January 26, 2024 (the "Instruction"), relating to the release of $15,000,000.00 from Escrow Account No. 4401-7829-SBF in connection with the Final Closing under the Note Purchase Agreement. The Escrow Agent confirms that it will process the release and disbursement of funds in accordance with the terms of the Instruction and the Escrow Agreement, subject to the Escrow Agent's customary verification and callback procedures.
The Escrow Agent further acknowledges that, upon completion of the disbursement contemplated by the Instruction, the Escrow Account will have a zero balance and the Escrow Agent is authorized to close the Escrow Account and terminate the Escrow Agreement in accordance with its terms, as set forth in Section 5 of the Instruction.
GRANITE TRUST COMPANY, N.A., as Escrow Agent
By: ________
Name: Angela Petrov
Title: Vice President — Escrow Services
Date: ________
Address:
100 Summer Street Boston, Massachusetts 02110 Telephone: (617) 555-3200
Email: apetrov@granitetrust.com
EXHIBIT A
Wire Transfer Instructions Letter (dated January 14, 2024)
The following is a copy of the Wire Transfer Instructions Letter previously provided by Skybridge Fintech Ltd. to Granite Trust Company, N.A. on January 14, 2024, setting forth the Company's wire transfer instructions for the disbursement of funds from the Escrow Account. This copy is attached hereto for the Escrow Agent's convenience and reference in connection with the Final Closing release.
January 14, 2024
Granite Trust Company, N.A. 100 Summer Street Boston, Massachusetts 02110
Attention: Angela Petrov, Vice President — Escrow Services
Re: Wire Transfer Instructions — Escrow Account No. 4401-7829-SBF
Dear Ms. Petrov:
In connection with the Escrow Agreement, dated as of January 15, 2024 (the "Escrow Agreement"), by and among Skybridge Fintech Ltd. (the "Company"), the Purchasers party thereto, and Granite Trust Company, N.A. (the "Escrow Agent"), the Company hereby provides the following wire transfer instructions for the disbursement of funds from Escrow Account No. 4401-7829-SBF to the Company upon receipt by the Escrow Agent of a joint written instruction in accordance with the terms of the Escrow Agreement:
Bank Name: Beaumont Financial Bank Address: 3003 Tasman Drive, Santa Clara, California 95054 ABA/Routing Number: 121140399 Account Name: Skybridge Fintech Ltd. Account Number: 3310-0284-7761 SWIFT Code: SVBKUS6S Reference: Convertible Note Financing / NPA dated January 15, 2024
These wire transfer instructions shall remain in effect for all disbursements from the Escrow Account unless and until the Company provides the Escrow Agent with updated wire transfer instructions in writing, signed by an authorized officer of the Company, in accordance with the terms of the Escrow Agreement.
The Company hereby authorizes the Escrow Agent to verify the foregoing wire transfer instructions through its customary callback procedures by contacting the following authorized representative of the Company:
Callback Contact: David Lindstrom, Chief Financial Officer Telephone: (302) 555-4400 Email: dlindstrom@skybridgefintech.com
Very truly yours,
SKYBRIDGE FINTECH LTD.
By: ________
Name: David Lindstrom
Title: Chief Financial Officer
[End of Exhibit A]
| Purchaser | Amount Deposited into Escrow Account | Amount to Be Released |
| Beacon Hill Capital Partners, LLC | $5,000,000.00 | $5,000,000.00 |
| Northstar Innovation Fund II, L.P. | $10,000,000.00 | $10,000,000.00 |
| Total | $15,000,000.00 | $15,000,000.00 |