1009-00001 · Skybridge Fintech Ltd · Closing

secretarys-certificate.docx DOCUMENT Funds

24 / 74 ← → ✕

SECRETARY'S CERTIFICATE OF SKYBRIDGE FINTECH LTD.

January 15, 2024

Delivered in connection with that certain Note Purchase Agreement, dated as of January 15, 2024 (the "Note Purchase Agreement"), by and among Skybridge Fintech Ltd., a Delaware corporation (the "Company"), and the Purchasers identified therein, providing for the issuance and sale of convertible promissory notes in the aggregate principal amount of $60,000,000.

The undersigned, Priya Ramanathan, in her capacity as General Counsel and Secretary of Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), hereby certifies, on behalf of the Company and not in any individual capacity, pursuant to Section 6.2(d) of the 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 (collectively, the "Purchasers"), as follows. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note Purchase Agreement.

The Company's full legal name is Skybridge Fintech Ltd. The Company was incorporated in the State of Delaware and maintains its principal office at 1400 Market Street, Suite 2200, Wilmington, DE 19801. The Company's federal employer identification number is 83-2147605, and the Company's file number on record with the Secretary of State of the State of Delaware is 6384291.

The undersigned, in her capacity as Secretary of the Company, hereby certifies, represents, and confirms each of the following matters as of the date hereof:

1. Amended and Restated Certificate of Incorporation

Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd. (the "Certificate of Incorporation"), as currently in effect and on file with the office of the Secretary of State of the State of Delaware. The Certificate of Incorporation, as so attached, has been in continuous effect since the date of its most recent filing with the Secretary of State of the State of Delaware and has not been further amended, supplemented, restated, or otherwise modified since such date. No proceedings for any such amendment, supplement, restatement, or other modification of the Certificate of Incorporation have been instituted, commenced, or, to the knowledge of the undersigned, are pending or contemplated as of the date hereof. The Certificate of Incorporation, as attached hereto as Exhibit A, is in full force and effect as of the date hereof and constitutes the only charter document of the Company.

2. Bylaws

Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Skybridge Fintech Ltd. (the "Bylaws"), as currently in effect. The Bylaws, as so attached, have been in continuous effect since the date of their most recent adoption and amendment by the Board of Directors of the Company and have not been further amended, supplemented, restated, or otherwise modified since such date. No proceedings for any such amendment, supplement, restatement, or other modification of the Bylaws have been instituted, commenced, or, to the knowledge of the undersigned, are pending or contemplated as of the date hereof. The Bylaws, as attached hereto as Exhibit B, are in full force and effect as of the date hereof.

3. Unanimous Written Consent of the Board of Directors

Attached hereto as Exhibit C is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of the Company, dated January 10, 2024 (the "Board Consent"). The Board Consent was duly adopted by the unanimous written consent of all members of the Board of Directors of the Company in accordance with the Certificate of Incorporation, the Bylaws, and Section 141(f) of the General Corporation Law of the State of Delaware. The Board Consent authorized and approved, among other things, each of the following actions on behalf of the Company:

(a) the issuance and sale by the Company of convertible promissory notes in the aggregate principal amount of up to Sixty Million Dollars ($60,000,000), bearing interest at a rate of 6.00% per annum, maturing on January 15, 2026, and convertible into shares of the Company's equity securities upon the terms and conditions set forth therein (the "Convertible Notes");

(b) the execution, delivery, and performance by the Company of the Note Purchase Agreement, in substantially the form presented to and reviewed by the Board of Directors;

(c) the execution, delivery, and performance by the Company of each Convertible Promissory Note to be issued to the Purchasers, in the form attached as Exhibit A to the Note Purchase Agreement;

(d) the execution, delivery, and performance by the Company of that certain Subordination Agreement, by and among Kelvantis Lending Corp., as senior lender, the Purchasers, and the Company (the "Subordination Agreement"), pursuant to which the Convertible Notes are to be subordinated in right of payment to the Company's existing senior indebtedness owed to Kelvantis Lending Corp.;

(e) the execution, delivery, and performance by the Company of Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated as of July 9, 2021, by and among the Company and the investors party thereto, as amended by such Amendment No. 1 (the "IRA Amendment");

(f) the execution, delivery, and performance by the Company of Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated as of July 9, 2021, by and among the Company, the Founders, and the investors party thereto, as amended by such Amendment No. 1 (the "ROFR/Co-Sale Amendment");

(g) the execution, delivery, and performance by the Company of that certain Escrow Agreement, by and among the Company, the Purchasers, and Granite Trust Company, N.A., as escrow agent (the "Escrow Agreement"), pursuant to which a portion of the proceeds of the Convertible Notes shall be held in escrow pending satisfaction of certain post-closing conditions; and

(h) the authorization of the officers of the Company to execute and deliver, on behalf of the Company, all documents, instruments, certificates, and agreements as may be necessary or advisable in connection with the foregoing transactions, including, without limitation, closing certificates, the Company Disclosure Schedule, officer's certificates, and any and all related ancillary documents and instruments (the agreements and documents described in clauses (b) through (h), collectively, the "Transaction Documents").

The Board Consent has not been amended, modified, revoked, or rescinded in any respect and remains in full force and effect as of the date hereof. The Board Consent constitutes all of the resolutions adopted by the Board of Directors of the Company relating to the transactions contemplated by the Note Purchase Agreement, and no other resolutions have been adopted by the Board of Directors of the Company with respect to such transactions that are inconsistent with, or that would amend, modify, or supersede, the Board Consent.

4. Written Consent of Stockholders

The Written Consent of Stockholders in Lieu of Special Meeting of the Company, dated January 12, 2024 (the "Stockholder Consent"), was duly executed and delivered by holders of the requisite number of outstanding shares of capital stock of the Company entitled to vote thereon in accordance with the Certificate of Incorporation, the Bylaws, and Section 228 of the General Corporation Law of the State of Delaware. The Stockholder Consent authorized and approved the issuance and sale of the Convertible Notes and the related amendments to the existing investor agreements contemplated by the Note Purchase Agreement, including the IRA Amendment and the ROFR/Co-Sale Amendment. All notice and information requirements applicable to the solicitation and delivery of the Stockholder Consent under the Certificate of Incorporation, the Bylaws, and applicable law have been satisfied or are in the process of being satisfied. The Stockholder Consent has not been amended, modified, revoked, or rescinded in any respect and remains in full force and effect as of the date hereof.

5. Good Standing

The Company is in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing obtained from the Secretary of State of the State of Delaware on January 11, 2024 (the "Good Standing Certificate"), a true, correct, and complete copy of which is attached hereto as Exhibit D. The Company's file number on record with the Secretary of State of the State of Delaware is 6384291. Since the date of the Good Standing Certificate, no event has occurred, and no action has been taken or, to the knowledge of the undersigned, is contemplated, that would cause the Company to cease to be in good standing under the laws of the State of Delaware.

6. Incumbency and Signature Authority of Officers

Each of the persons named below is a duly elected or appointed officer of the Company, holding the office set forth opposite his or her name, is qualified to serve in such office, and currently holds such office as of the date hereof. Each such person is authorized to execute and deliver the Note Purchase Agreement, the Convertible Notes, and all other Transaction Documents, and all related agreements, certificates, instruments, and other documents, on behalf of the Company. The signature set forth opposite each such person's name below is his or her genuine signature.

Each of the foregoing individuals has been duly elected or appointed to the office set forth opposite his or her name in accordance with the Certificate of Incorporation and the Bylaws, is qualified to serve and currently holds such office as of the date hereof, and is authorized to execute and deliver, on behalf of the Company, each of the Transaction Documents and all related agreements, certificates, instruments, and other documents contemplated by or delivered in connection with the Note Purchase Agreement.

7. No Dissolution or Proceedings

No proceedings for the dissolution, liquidation, merger, consolidation, reorganization, or winding up of the Company have been commenced, instituted, or, to the knowledge of the undersigned, are pending or contemplated as of the date hereof. No receiver, trustee, custodian, liquidator, or similar officer or official has been appointed for the Company or for any material portion of its property or assets, and no petition or application for the appointment of any such officer or official has been filed or, to the knowledge of the undersigned, is pending or threatened.

8. Capitalization Confirmation

The capitalization of the Company immediately prior to the Initial Closing (as defined in the Note Purchase Agreement) is as set forth in the Company Disclosure Schedule delivered to the Purchasers on January 14, 2024 pursuant to Section 3.3 of the Note Purchase Agreement. Immediately prior to the closing of the bridge financing contemplated by the Note Purchase Agreement, there are approximately 48,500,000 shares of the Company's capital stock outstanding on a fully diluted basis, including shares issuable upon the exercise or conversion of all outstanding options, warrants, and other convertible or exercisable securities. The Company has previously completed the following preferred stock financing rounds: (i) its Series A Preferred Stock financing led by Crestpoint Seed Partners, L.P.; (ii) its Series B Preferred Stock financing led by Halcyon Growth Equity, L.P.; and (iii) its Series C Preferred Stock financing led by Ridgeline Ventures Fund III, L.P. and Beacon Hill Capital Partners, LLC, with such Series C financing closing in July 2021 at a post-money valuation of $620,000,000. The information set forth in the Company Disclosure Schedule regarding the Company's capitalization is true, correct, and complete in all material respects as of the date hereof.

9. Reliance

This Certificate is delivered to the Purchasers pursuant to Section 6.2(d) of the Note Purchase Agreement and in connection with the closing of the transactions contemplated thereby. This Certificate may be relied upon by each of the Purchasers, namely Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and Halcyon Growth Equity, L.P., and by their respective counsel, Whitfield, Pratt & Soo LLP, in connection with the closing of the transactions contemplated by the Note Purchase Agreement. This Certificate and the certifications and representations contained herein shall survive the closing of the transactions contemplated by the Note Purchase Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.

SKYBRIDGE FINTECH LTD.

By: ________

Name: Priya Ramanathan

Title: General Counsel & Secretary

Date: January 15, 2024

COUNTER-CERTIFICATION

The undersigned, Arjun Mehta, in his capacity as Chief Executive Officer and Co-Founder of Skybridge Fintech Ltd. (the "Company"), hereby certifies that Priya Ramanathan is the duly appointed, qualified, and acting General Counsel and Secretary of the Company, that she held such office at the time of the execution and delivery of the foregoing Secretary's Certificate, and that the signature appearing on such Secretary's Certificate is her genuine signature. The undersigned further confirms that Ms. Ramanathan is authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company.

SKYBRIDGE FINTECH LTD.

By: ________

Name: Arjun Mehta

Title: Chief Executive Officer & Co-Founder

Date: January 15, 2024

LIST OF EXHIBITS

Exhibit A — Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd.

Exhibit B — Bylaws of Skybridge Fintech Ltd.

Exhibit C — Unanimous Written Consent of the Board of Directors of Skybridge Fintech Ltd., dated January 10, 2024

Exhibit D — Certificate of Good Standing from the Secretary of State of the State of Delaware, dated January 11, 2024

[Exhibits intentionally omitted from this Certificate; originals attached hereto as separate documents.]

Name	Title	Signature
Arjun Mehta	Chief Executive Officer & Co-Founder	________
Elena Vasquez	Chief Technology Officer & Co-Founder	________
David Lindstrom	Chief Financial Officer	________
Priya Ramanathan	General Counsel & Secretary	________
Marcus Tillman	Vice President, Corporate Development	________

SECRETARY'S CERTIFICATE OF SKYBRIDGE FINTECH LTD.
January 15, 2024
Delivered in connection with that certain Note Purchase Agreement, dated as of January 15, 2024 (the "Note Purchase Agreement"), by and among Skybridge Fintech Ltd., a Delaware corporation (the "Company"), and the Purchasers identified therein, providing for the issuance and sale of convertible promissory notes in the aggregate principal amount of $60,000,000.
The undersigned, Priya Ramanathan, in her capacity as General Counsel and Secretary of Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), hereby certifies, on behalf of the Company and not in any individual capacity, pursuant to Section 6.2(d) of the 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 (collectively, the "Purchasers"), as follows. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note Purchase Agreement.
The Company's full legal name is Skybridge Fintech Ltd. The Company was incorporated in the State of Delaware and maintains its principal office at 1400 Market Street, Suite 2200, Wilmington, DE 19801. The Company's federal employer identification number is 83-2147605, and the Company's file number on record with the Secretary of State of the State of Delaware is 6384291.
The undersigned, in her capacity as Secretary of the Company, hereby certifies, represents, and confirms each of the following matters as of the date hereof:
1. Amended and Restated Certificate of Incorporation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd. (the "Certificate of Incorporation"), as currently in effect and on file with the office of the Secretary of State of the State of Delaware. The Certificate of Incorporation, as so attached, has been in continuous effect since the date of its most recent filing with the Secretary of State of the State of Delaware and has not been further amended, supplemented, restated, or otherwise modified since such date. No proceedings for any such amendment, supplement, restatement, or other modification of the Certificate of Incorporation have been instituted, commenced, or, to the knowledge of the undersigned, are pending or contemplated as of the date hereof. The Certificate of Incorporation, as attached hereto as Exhibit A, is in full force and effect as of the date hereof and constitutes the only charter document of the Company.
2. Bylaws
Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Skybridge Fintech Ltd. (the "Bylaws"), as currently in effect. The Bylaws, as so attached, have been in continuous effect since the date of their most recent adoption and amendment by the Board of Directors of the Company and have not been further amended, supplemented, restated, or otherwise modified since such date. No proceedings for any such amendment, supplement, restatement, or other modification of the Bylaws have been instituted, commenced, or, to the knowledge of the undersigned, are pending or contemplated as of the date hereof. The Bylaws, as attached hereto as Exhibit B, are in full force and effect as of the date hereof.
3. Unanimous Written Consent of the Board of Directors
Attached hereto as Exhibit C is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of the Company, dated January 10, 2024 (the "Board Consent"). The Board Consent was duly adopted by the unanimous written consent of all members of the Board of Directors of the Company in accordance with the Certificate of Incorporation, the Bylaws, and Section 141(f) of the General Corporation Law of the State of Delaware. The Board Consent authorized and approved, among other things, each of the following actions on behalf of the Company:
(a) the issuance and sale by the Company of convertible promissory notes in the aggregate principal amount of up to Sixty Million Dollars ($60,000,000), bearing interest at a rate of 6.00% per annum, maturing on January 15, 2026, and convertible into shares of the Company's equity securities upon the terms and conditions set forth therein (the "Convertible Notes");
(b) the execution, delivery, and performance by the Company of the Note Purchase Agreement, in substantially the form presented to and reviewed by the Board of Directors;
(c) the execution, delivery, and performance by the Company of each Convertible Promissory Note to be issued to the Purchasers, in the form attached as Exhibit A to the Note Purchase Agreement;
(d) the execution, delivery, and performance by the Company of that certain Subordination Agreement, by and among Kelvantis Lending Corp., as senior lender, the Purchasers, and the Company (the "Subordination Agreement"), pursuant to which the Convertible Notes are to be subordinated in right of payment to the Company's existing senior indebtedness owed to Kelvantis Lending Corp.;
(e) the execution, delivery, and performance by the Company of Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated as of July 9, 2021, by and among the Company and the investors party thereto, as amended by such Amendment No. 1 (the "IRA Amendment");
(f) the execution, delivery, and performance by the Company of Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated as of July 9, 2021, by and among the Company, the Founders, and the investors party thereto, as amended by such Amendment No. 1 (the "ROFR/Co-Sale Amendment");
(g) the execution, delivery, and performance by the Company of that certain Escrow Agreement, by and among the Company, the Purchasers, and Granite Trust Company, N.A., as escrow agent (the "Escrow Agreement"), pursuant to which a portion of the proceeds of the Convertible Notes shall be held in escrow pending satisfaction of certain post-closing conditions; and
(h) the authorization of the officers of the Company to execute and deliver, on behalf of the Company, all documents, instruments, certificates, and agreements as may be necessary or advisable in connection with the foregoing transactions, including, without limitation, closing certificates, the Company Disclosure Schedule, officer's certificates, and any and all related ancillary documents and instruments (the agreements and documents described in clauses (b) through (h), collectively, the "Transaction Documents").
The Board Consent has not been amended, modified, revoked, or rescinded in any respect and remains in full force and effect as of the date hereof. The Board Consent constitutes all of the resolutions adopted by the Board of Directors of the Company relating to the transactions contemplated by the Note Purchase Agreement, and no other resolutions have been adopted by the Board of Directors of the Company with respect to such transactions that are inconsistent with, or that would amend, modify, or supersede, the Board Consent.
4. Written Consent of Stockholders
The Written Consent of Stockholders in Lieu of Special Meeting of the Company, dated January 12, 2024 (the "Stockholder Consent"), was duly executed and delivered by holders of the requisite number of outstanding shares of capital stock of the Company entitled to vote thereon in accordance with the Certificate of Incorporation, the Bylaws, and Section 228 of the General Corporation Law of the State of Delaware. The Stockholder Consent authorized and approved the issuance and sale of the Convertible Notes and the related amendments to the existing investor agreements contemplated by the Note Purchase Agreement, including the IRA Amendment and the ROFR/Co-Sale Amendment. All notice and information requirements applicable to the solicitation and delivery of the Stockholder Consent under the Certificate of Incorporation, the Bylaws, and applicable law have been satisfied or are in the process of being satisfied. The Stockholder Consent has not been amended, modified, revoked, or rescinded in any respect and remains in full force and effect as of the date hereof.
5. Good Standing
The Company is in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing obtained from the Secretary of State of the State of Delaware on January 11, 2024 (the "Good Standing Certificate"), a true, correct, and complete copy of which is attached hereto as Exhibit D. The Company's file number on record with the Secretary of State of the State of Delaware is 6384291. Since the date of the Good Standing Certificate, no event has occurred, and no action has been taken or, to the knowledge of the undersigned, is contemplated, that would cause the Company to cease to be in good standing under the laws of the State of Delaware.
6. Incumbency and Signature Authority of Officers
Each of the persons named below is a duly elected or appointed officer of the Company, holding the office set forth opposite his or her name, is qualified to serve in such office, and currently holds such office as of the date hereof. Each such person is authorized to execute and deliver the Note Purchase Agreement, the Convertible Notes, and all other Transaction Documents, and all related agreements, certificates, instruments, and other documents, on behalf of the Company. The signature set forth opposite each such person's name below is his or her genuine signature.
Each of the foregoing individuals has been duly elected or appointed to the office set forth opposite his or her name in accordance with the Certificate of Incorporation and the Bylaws, is qualified to serve and currently holds such office as of the date hereof, and is authorized to execute and deliver, on behalf of the Company, each of the Transaction Documents and all related agreements, certificates, instruments, and other documents contemplated by or delivered in connection with the Note Purchase Agreement.
7. No Dissolution or Proceedings
No proceedings for the dissolution, liquidation, merger, consolidation, reorganization, or winding up of the Company have been commenced, instituted, or, to the knowledge of the undersigned, are pending or contemplated as of the date hereof. No receiver, trustee, custodian, liquidator, or similar officer or official has been appointed for the Company or for any material portion of its property or assets, and no petition or application for the appointment of any such officer or official has been filed or, to the knowledge of the undersigned, is pending or threatened.
8. Capitalization Confirmation
The capitalization of the Company immediately prior to the Initial Closing (as defined in the Note Purchase Agreement) is as set forth in the Company Disclosure Schedule delivered to the Purchasers on January 14, 2024 pursuant to Section 3.3 of the Note Purchase Agreement. Immediately prior to the closing of the bridge financing contemplated by the Note Purchase Agreement, there are approximately 48,500,000 shares of the Company's capital stock outstanding on a fully diluted basis, including shares issuable upon the exercise or conversion of all outstanding options, warrants, and other convertible or exercisable securities. The Company has previously completed the following preferred stock financing rounds: (i) its Series A Preferred Stock financing led by Crestpoint Seed Partners, L.P.; (ii) its Series B Preferred Stock financing led by Halcyon Growth Equity, L.P.; and (iii) its Series C Preferred Stock financing led by Ridgeline Ventures Fund III, L.P. and Beacon Hill Capital Partners, LLC, with such Series C financing closing in July 2021 at a post-money valuation of $620,000,000. The information set forth in the Company Disclosure Schedule regarding the Company's capitalization is true, correct, and complete in all material respects as of the date hereof.
9. Reliance
This Certificate is delivered to the Purchasers pursuant to Section 6.2(d) of the Note Purchase Agreement and in connection with the closing of the transactions contemplated thereby. This Certificate may be relied upon by each of the Purchasers, namely Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and Halcyon Growth Equity, L.P., and by their respective counsel, Whitfield, Pratt & Soo LLP, in connection with the closing of the transactions contemplated by the Note Purchase Agreement. This Certificate and the certifications and representations contained herein shall survive the closing of the transactions contemplated by the Note Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.
SKYBRIDGE FINTECH LTD.
By: ________
Name: Priya Ramanathan
Title: General Counsel & Secretary
Date: January 15, 2024
COUNTER-CERTIFICATION
The undersigned, Arjun Mehta, in his capacity as Chief Executive Officer and Co-Founder of Skybridge Fintech Ltd. (the "Company"), hereby certifies that Priya Ramanathan is the duly appointed, qualified, and acting General Counsel and Secretary of the Company, that she held such office at the time of the execution and delivery of the foregoing Secretary's Certificate, and that the signature appearing on such Secretary's Certificate is her genuine signature. The undersigned further confirms that Ms. Ramanathan is authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company.
SKYBRIDGE FINTECH LTD.
By: ________
Name: Arjun Mehta
Title: Chief Executive Officer & Co-Founder
Date: January 15, 2024
LIST OF EXHIBITS
Exhibit A — Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd.
Exhibit B — Bylaws of Skybridge Fintech Ltd.
Exhibit C — Unanimous Written Consent of the Board of Directors of Skybridge Fintech Ltd., dated January 10, 2024
Exhibit D — Certificate of Good Standing from the Secretary of State of the State of Delaware, dated January 11, 2024
[Exhibits intentionally omitted from this Certificate; originals attached hereto as separate documents.]
Name | Title | Signature
Arjun Mehta | Chief Executive Officer & Co-Founder | ________
Elena Vasquez | Chief Technology Officer & Co-Founder | ________
David Lindstrom | Chief Financial Officer | ________
Priya Ramanathan | General Counsel & Secretary | ________
Marcus Tillman | Vice President, Corporate Development | ________

SECRETARY'S CERTIFICATE OF SKYBRIDGE FINTECH LTD.

SKYBRIDGE FINTECH LTD.

COUNTER-CERTIFICATION

SKYBRIDGE FINTECH LTD.

LIST OF EXHIBITS

Record

Parties

Dates

Amounts