JOINT WRITTEN INSTRUCTION TO ESCROW AGENT — INITIAL CLOSING
Escrow Release Instructions Pursuant to Section 3.1 of the Escrow Agreement
January 15, 2024
Escrow Account No. 4401-7829-SBF
Granite Trust Company, N.A.
Attention: Angela Petrov
100 Summer Street Boston, MA 02110
In its capacity as Escrow Agent under the Escrow Agreement (as defined below)
Ladies and Gentlemen:
RECITALS
This Joint Written Instruction (this "Joint Written Instruction") is delivered pursuant to the terms and conditions 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 identified on the signature pages hereto (collectively, the "Purchasers"), and Granite Trust Company, N.A., a national banking association, as escrow agent (the "Escrow Agent").
Reference is made to that certain Note Purchase Agreement dated as of January 15, 2024 (the "Note Purchase Agreement"), by and among the Company and the Purchasers listed on Schedule 1 thereto, which Note Purchase Agreement provides for the issuance and sale by the Company to the Purchasers of convertible promissory notes (the "Notes") in the aggregate principal amount of Sixty Million Dollars ($60,000,000) (the "Convertible Note Bridge Financing").
The Initial Closing (as defined in the Note Purchase Agreement) is occurring on the date hereof, January 15, 2024, and all conditions precedent to the Initial Closing as set forth in Article VI of the Note Purchase Agreement have been duly satisfied or, where applicable, waived by the party or parties entitled to the benefit thereof.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Escrow Agreement. To the extent any term defined herein conflicts with the definition set forth in the Escrow Agreement, the definition in the Escrow Agreement shall control.
Accordingly, the Company and the undersigned Purchasers hereby deliver the following joint and irrevocable instructions to the Escrow Agent:
Section 1. Direction to Release Escrow Funds
The Company and the undersigned Purchasers, constituting the requisite parties under Section 3.1 of the Escrow Agreement, hereby jointly and irrevocably instruct the Escrow Agent to release from Escrow Account No. 4401-7829-SBF (the "Escrow Account") the aggregate amount of Forty-Five Million Dollars ($45,000,000) (the "Initial Closing Escrow Funds").
The Initial Closing Escrow Funds represent the full amount deposited into the Escrow Account by the Purchasers participating in the Initial Closing in accordance with Section 2.1 of the Escrow Agreement and Section 1.2(a) of the Note Purchase Agreement. No portion of the Initial Closing Escrow Funds shall be retained in the Escrow Account following the release contemplated hereby, it being understood that additional amounts may be deposited into the Escrow Account in connection with the Final Closing (as defined in the Note Purchase Agreement), if and when such Final Closing occurs.
The Escrow Agent is hereby directed to effectuate the release of the Initial Closing Escrow Funds by wire transfer of immediately available funds on, or promptly following, the date hereof in accordance with the wire transfer instructions set forth in Section 3 below and on Exhibit A attached hereto.
Section 2. Breakdown of Deposited Amounts by Purchaser
The following table sets forth each Purchaser participating in the Initial Closing and the amount deposited by each such Purchaser into the Escrow Account in connection therewith:
For the avoidance of doubt, the following notations are provided for the Escrow Agent's reference and the parties' records:
(i) Beacon Hill Capital Partners, LLC is depositing Ten Million Dollars ($10,000,000) of its total commitment of Fifteen Million Dollars ($15,000,000) under the Note Purchase Agreement at the Initial Closing. The remaining Five Million Dollars ($5,000,000) of Beacon Hill Capital Partners, LLC's commitment is expected to be deposited into the Escrow Account in connection with the Final Closing, subject to the satisfaction or waiver of the applicable conditions set forth in the Note Purchase Agreement.
(ii) Northstar Innovation Fund II, L.P., which has committed to purchase Notes in the aggregate principal amount of Ten Million Dollars ($10,000,000) under the Note Purchase Agreement, is not participating in the Initial Closing. Northstar Innovation Fund II, L.P. is expected to fund its entire commitment at the Final Closing, subject to the terms and conditions of the Note Purchase Agreement. Accordingly, no funds have been deposited by Northstar Innovation Fund II, L.P. into the Escrow Account as of the date hereof.
Section 3. Wire Instructions for Release of Funds
The Escrow Agent is hereby directed to wire the entire amount of Forty-Five Million Dollars ($45,000,000) constituting the Initial Closing Escrow Funds to the Company's designated operating account in accordance with the following wire transfer instructions:
Beneficiary: Skybridge Fintech Ltd.
Beneficiary Address: 1400 Market Street, Suite 2200, Wilmington, DE 19801
Employer Identification Number (EIN): 83-2147605
Bank Name: Greaves Bancorp
Bank Address: 383 Madison Avenue, New York, NY 10179
ABA Routing Number: 021000021
Account Number: 8823-4917-0056
SWIFT Code: CHASUS33
Reference: Skybridge Fintech Ltd. — Convertible Note Bridge Financing — Initial Closing
The foregoing wire transfer instructions are consistent with, and are intended to be read in conjunction with, the Wire Transfer Instructions Letter dated January 14, 2024 from David Lindstrom, Chief Financial Officer of the Company, to Granite Trust Company, N.A. (the "Wire Transfer Instructions Letter"), a copy of which is attached hereto as Exhibit A. In the event of any discrepancy between the wire instructions set forth in this Section 3 and those set forth in the Wire Transfer Instructions Letter, the wire instructions set forth in this Section 3 shall control.
With respect to the Escrow Agent's fee, the parties acknowledge that, pursuant to Section 7.1 of the Escrow Agreement, the Escrow Agent is entitled to a flat fee of Seven Thousand Five Hundred Dollars ($7,500) in connection with the establishment, maintenance, and administration of the Escrow Account (the "Escrow Agent Fee"). As provided in Section 7.2 of the Escrow Agreement, the Escrow Agent Fee shall be borne solely by the Company. The Escrow Agent Fee shall not be deducted from the Initial Closing Escrow Funds, and the full amount of Forty-Five Million Dollars ($45,000,000) shall be released to the Company in accordance with the wire instructions set forth above. The Escrow Agent Fee shall be billed separately to the Company at 1400 Market Street, Suite 2200, Wilmington, DE 19801, Attention: Accounts Payable, in accordance with the Escrow Agent's standard invoicing procedures and shall be payable by the Company within thirty (30) days of the date of invoice.
Section 4. Confirmation of Satisfaction of Conditions
The Company and the undersigned Purchasers hereby confirm to the Escrow Agent that each of the following conditions to the Initial Closing has been satisfied or waived as of the date hereof:
(a) Execution and Delivery of the Note Purchase Agreement. The Note Purchase Agreement has been duly executed and delivered by all parties thereto, and true, correct, and complete copies of the fully executed Note Purchase Agreement have been delivered to counsel for the Purchasers and to the Escrow Agent.
(b) Satisfaction or Waiver of Initial Closing Conditions. All conditions to the Initial Closing set forth in Article VI of the Note Purchase Agreement, including but not limited to the conditions set forth in Sections 6.1 (Conditions to Each Party's Obligations), 6.2 (Conditions to the Purchasers' Obligations), and 6.3 (Conditions to the Company's Obligations), have been satisfied or, where applicable, waived by the party or parties entitled to the benefit thereof.
(c) Subordination Agreement. The Subordination Agreement dated as of January 15, 2024, by and among Kelvantis Lending Corp., as senior lender, the Purchasers, as subordinated creditors, and the Company, as borrower (the "Subordination Agreement"), has been duly executed and delivered by all parties thereto, establishing the relative priorities and rights of the senior and subordinated indebtedness in accordance with the terms set forth therein.
(d) Lender Consent and Waiver. The lender consent and waiver letter dated January 12, 2024 (the "Kelvantis Consent") from Kelvantis Lending Corp. under that certain Loan and Security Agreement dated as of August 15, 2022, by and between Kelvantis Lending Corp. and the Company, has been duly received by the Company and the Purchasers, pursuant to which Kelvantis Lending Corp. has, among other things, consented to the incurrence of the subordinated indebtedness represented by the Notes and waived any default or event of default that would otherwise arise thereunder as a result of the transactions contemplated by the Note Purchase Agreement.
(e) Board Approval. The Unanimous Written Consent of the Board of Directors of the Company dated January 10, 2024 has been duly obtained, authorizing the execution, delivery, and performance by the Company of the Note Purchase Agreement, the Escrow Agreement, the Notes, and each of the other Transaction Documents (as defined in the Note Purchase Agreement), and the consummation of the transactions contemplated thereby.
(f) Stockholder Approval. The Written Consent of Stockholders in Lieu of Special Meeting of the Company dated January 12, 2024 has been duly obtained, constituting the approval of the requisite stockholders of the Company for the issuance of the Notes and the underlying conversion shares in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws.
(g) Closing Deliverables. All certificates, opinions of counsel (including the legal opinion of Calderwood & Harkness LLP, counsel to the Company, addressed to the Purchasers and dated the date hereof), officer's certificates, secretary's certificates, good standing certificates, and other closing deliverables required to be delivered at or prior to the Initial Closing under the Note Purchase Agreement and the Escrow Agreement have been duly delivered by the applicable parties.
Section 5. Representations
Each of the undersigned parties hereby represents and warrants to the Escrow Agent as follows:
(a) Power and Authority. It has full corporate, partnership, or limited liability company power and authority, as applicable, to execute, deliver, and perform its obligations under this Joint Written Instruction, and the execution, delivery, and performance of this Joint Written Instruction have been duly authorized by all necessary corporate, partnership, or limited liability company action, as applicable, on the part of such party.
(b) Due Authorization. The person executing this Joint Written Instruction on behalf of such party has been duly authorized to do so and has the requisite authority to bind such party to the terms hereof.
(c) Valid and Binding Instruction. This Joint Written Instruction constitutes a valid and binding instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement and, when delivered to the Escrow Agent in the manner required by the Escrow Agreement, will constitute a "Joint Written Instruction" as defined in, and for all purposes of, the Escrow Agreement.
Section 6. Escrow Agent Reliance and Limitation
The Escrow Agent may conclusively rely upon this Joint Written Instruction without any obligation to make independent inquiry or investigation as to the accuracy or completeness of the statements, representations, or confirmations set forth herein, or as to whether the conditions to the Initial Closing under the Note Purchase Agreement or the Escrow Agreement have in fact been satisfied or waived. The Escrow Agent shall have no duty to verify the identity or authority of any person signing this Joint Written Instruction beyond confirmation that the signatures hereon appear to correspond to the specimen signatures on file with the Escrow Agent pursuant to Section 4.3 of the Escrow Agreement.
The Escrow Agent shall have no liability to any party for acting in good faith in accordance with this Joint Written Instruction, and the provisions of Article V (Limitation of Liability) and Article VI (Indemnification) of the Escrow Agreement shall apply with full force and effect to the Escrow Agent's actions taken in reliance upon and in accordance with this Joint Written Instruction.
Section 7. Governing Law; Jurisdiction
This Joint Written Instruction shall be governed by and construed 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.
Each party to this Joint Written Instruction hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware), or the United States District Court for the District of Delaware, in each case sitting in Wilmington, Delaware, for purposes of any suit, action, or proceeding arising out of or relating to this Joint Written Instruction, and hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such suit, action, or proceeding in any such court, and any claim that any such suit, action, or proceeding has been brought in an inconvenient forum.
Section 8. Counterparts
This Joint Written Instruction may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The exchange of copies of this Joint Written Instruction and of counterpart signature pages by facsimile or electronic transmission (including by email in portable document format (PDF) or by any electronic signature platform compliant with the U.S. Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, or any analogous state law) shall constitute effective delivery of this Joint Written Instruction and may be used in lieu of the original Joint Written Instruction for all purposes. Signatures of the parties transmitted by facsimile or electronic transmission shall be deemed to be original signatures for all purposes.
Section 9. Miscellaneous
Reference is hereby made to the Escrow Agreement for all additional terms and conditions governing the establishment, maintenance, and release of funds from the Escrow Account, all of which are incorporated herein by reference and shall apply with full force and effect to the release of funds contemplated by this Joint Written Instruction.
This Joint Written Instruction is irrevocable once delivered to the Escrow Agent in accordance with the notice provisions of Section 8.1 of the Escrow Agreement, and no party hereto may withdraw, amend, or modify this Joint Written Instruction after such delivery without the prior written consent of all other parties hereto and the Escrow Agent.
Any questions regarding this Joint Written Instruction should be directed to the Company's counsel:
Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022
Attention: Leonard Ashford, Of Counsel
Telephone: (212) 558-4000
Email: lashford@calderwoodharkness.com
[Remainder of this page intentionally left blank. Signature pages follow.]
SIGNATURE PAGES TO JOINT WRITTEN INSTRUCTION TO ESCROW AGENT — INITIAL CLOSING
THE COMPANY:
SKYBRIDGE FINTECH LTD.
By: ________
Name: David Lindstrom
Title: Chief Financial Officer
Date: January 15, 2024
Address:
1400 Market Street, Suite 2200 Wilmington, DE 19801
THE PURCHASERS:
RIDGELINE VENTURES FUND IV, L.P.
By: Ridgeline Ventures Management IV, LLC,
its General Partner
By: ________
Name: Samuel Okonkwo
Title: Partner
Date: January 15, 2024
Address:
800 Boylston Street, 34th Floor Boston, MA 02199
Amount Deposited: $30,000,000
BEACON HILL CAPITAL PARTNERS, LLC
By: ________
Name: Joanna Falkner
Title: Managing Director
Date: January 15, 2024
Address:
222 West Adams Street, Suite 3400 Chicago, IL 60606
Amount Deposited: $10,000,000
HALCYON GROWTH EQUITY, L.P.
By: Halcyon Growth Management, LLC,
its General Partner
By: ________
Name: Robert Castillo
Title: Partner
Date: January 15, 2024
Address:
1201 Third Avenue, Suite 5600 Seattle, WA 98101
Amount Deposited: $5,000,000
ACKNOWLEDGED AND AGREED:
ESCROW AGENT:
GRANITE TRUST COMPANY, N.A., as Escrow Agent
By: ________
Name: Angela Petrov
Title: Vice President
Date: January 15, 2024
Address:
100 Summer Street Boston, MA 02110
Escrow Account No. 4401-7829-SBF
EXHIBIT A
WIRE TRANSFER INSTRUCTIONS
The following wire transfer instructions are provided for the disbursement of the Initial Closing Escrow Funds in the aggregate amount of Forty-Five Million Dollars ($45,000,000) from Escrow Account No. 4401-7829-SBF to the operating account of Skybridge Fintech Ltd. These instructions are consistent with the Wire Transfer Instructions Letter dated January 14, 2024 from David Lindstrom, Chief Financial Officer of Skybridge Fintech Ltd., to Granite Trust Company, N.A.
Beneficiary Information:
Beneficiary Name: Skybridge Fintech Ltd.
Beneficiary Address: 1400 Market Street, Suite 2200, Wilmington, DE 19801
Employer Identification Number (EIN): 83-2147605
Receiving Bank Information:
Bank Name: Greaves Bancorp
Bank Address: 383 Madison Avenue, New York, NY 10179
ABA Routing Number: 021000021
SWIFT Code: CHASUS33
Account Information:
Account Number: 8823-4917-0056
Account Name: Skybridge Fintech Ltd. — Operating Account
Wire Reference:
Skybridge Fintech Ltd. — Convertible Note Bridge Financing — Initial Closing — Escrow Account No. 4401-7829-SBF
Amount to be Wired:
$45,000,000.00 (Forty-Five Million Dollars and No Cents)
IMPORTANT NOTICE: The Escrow Agent is instructed to contact David Lindstrom, Chief Financial Officer of Skybridge Fintech Ltd., at (302) 555-0184 or dlindstrom@skybridgefintech.com to confirm receipt of the wire transfer upon completion. In the event of any questions or discrepancies regarding the wire instructions set forth herein, the Escrow Agent should contact Leonard Ashford, Of Counsel, Calderwood & Harkness LLP, at (212) 558-4000 or lashford@calderwoodharkness.com prior to initiating the wire transfer.
| Purchaser | Amount Deposited |
| Ridgeline Ventures Fund IV, L.P. | $30,000,000 |
| Beacon Hill Capital Partners, LLC | $10,000,000 |
| Halcyon Growth Equity, L.P. | $5,000,000 |
| Total Initial Closing Escrow Funds | $45,000,000 |