SKYBRIDGE FINTECH LTD. 1400 Market Street, Suite 2200 Wilmington, DE 19801 EIN: 83-2147605
January 14, 2024
Angela Petrov Granite Trust Company, N.A. 100 Summer Street Boston, MA 02110
Re: Wire Transfer Instructions — Disbursement of Escrow Funds
Escrow Agreement to be dated as of January 15, 2024, by and among Skybridge Fintech Ltd., the Purchasers named therein, and Granite Trust Company, N.A., as escrow agent Escrow Account No. 4401-7829-SBF Note Purchase Agreement dated on or about January 15, 2024, by and among Skybridge Fintech Ltd. and the Purchasers named therein, in connection with the $60,000,000 Convertible Note Bridge Financing
Dear Ms. Petrov:
I am David Lindstrom, Chief Financial Officer of Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware (the "Company"). I am writing to you in my capacity as an authorized officer of the Company and pursuant to the terms and conditions of that certain Escrow Agreement to be dated as of January 15, 2024 (the "Escrow Agreement"), by and among the Company, the several Purchasers identified therein (collectively, the "Purchasers"), and Granite Trust Company, N.A., a nationally chartered trust company, acting in its capacity as escrow agent (the "Escrow Agent"). Capitalized terms used but not otherwise defined in this letter shall have the meanings ascribed to such terms in the Escrow Agreement.
The purpose of this letter is to provide the Escrow Agent with irrevocable wire transfer instructions for the disbursement of closing funds held in Escrow Account No. 4401-7829-SBF (the "Escrow Account") to the Company's designated operating account, in each case to be effectuated upon satisfaction of the applicable closing conditions set forth in the Note Purchase Agreement (as defined below) and the Escrow Agent's receipt of joint written release instructions executed by the Company and the Purchasers in accordance with Section 3(a) of the Escrow Agreement.
1. Transaction Background
As the Escrow Agent is aware, the Company has entered into a Note Purchase Agreement, dated on or about January 15, 2024 (the "Note Purchase Agreement"), by and among the Company and the Purchasers, pursuant to which the Purchasers have agreed to purchase, and the Company has agreed to issue and sell, convertible promissory notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000) (the "Convertible Note Bridge Financing"). The Purchasers participating in the Convertible Note Bridge Financing are as follows:
(a) Ridgeline Ventures Fund IV, L.P.;
(b) Beacon Hill Capital Partners, LLC;
(c) Northstar Innovation Fund II, L.P.; and
(d) Halcyon Growth Equity, L.P.
The Convertible Note Bridge Financing is structured to close in two tranches, as summarized below:
Initial Closing (anticipated on or about January 15, 2024): aggregate purchase price of Forty-Five Million Dollars ($45,000,000), allocated among the following Purchasers:
Final Closing (anticipated on or about January 26, 2024): aggregate purchase price of Fifteen Million Dollars ($15,000,000), allocated among the following Purchasers:
The aggregate total of the Initial Closing and Final Closing amounts equals Sixty Million Dollars ($60,000,000). The Escrow Agent is holding, or will hold upon receipt of the Purchasers' respective subscription amounts, the aggregate closing funds in the Escrow Account pending satisfaction of the conditions to closing and the delivery of joint written release instructions.
2. Wire Transfer Instructions for Disbursement to the Company
Upon receipt by the Escrow Agent of joint written release instructions duly executed by the Company and the Purchasers (or the requisite number of Purchasers, as applicable) in the form contemplated by Section 3(a) of the Escrow Agreement, the Escrow Agent is hereby instructed to disburse the applicable closing funds from the Escrow Account (subject to the deduction described in Section 3 below) via federal funds wire transfer to the following account:
Beneficiary Name: Skybridge Fintech Ltd.
Beneficiary Address: 1400 Market Street, Suite 2200, Wilmington, DE 19801
Bank Name: Meridian National Bank, N.A.
Bank Address: 200 South Broad Street, 14th Floor, Philadelphia, PA 19102
ABA/Routing Number: 021-084-371
Account Number: 8820-4617-3059
SWIFT Code: MRNBUS33
Reference/Memo: Skybridge Fintech Ltd. — Convertible Note Bridge Financing / Escrow Account No. 4401-7829-SBF
The foregoing wire transfer instructions shall apply to disbursements in connection with both the Initial Closing and the Final Closing, unless and until the Company delivers superseding wire transfer instructions in writing to the Escrow Agent in accordance with the notice provisions of the Escrow Agreement and Section 5 of this letter. In the event that the Company provides superseding instructions for the Final Closing, such superseding instructions shall be delivered to the Escrow Agent no later than two (2) business days prior to the anticipated date of the Final Closing.
The Escrow Agent is requested to initiate each disbursement wire transfer promptly following its receipt of the applicable joint written release instructions and, in any event, no later than 12:00 p.m. (Eastern Time) on the business day following the date on which such joint release instructions are received (or, if received prior to 11:00 a.m. Eastern Time on a business day, on the same business day), in each case in accordance with the Escrow Agent's standard processing procedures and the terms of the Escrow Agreement.
3. Deduction of Escrow Agent Fee
Pursuant to Section 5 of the Escrow Agreement, the Company has agreed to bear and pay the Escrow Agent's compensation for its services under the Escrow Agreement. The Company hereby acknowledges and confirms that the Escrow Agent is authorized to deduct its flat escrow fee of Seven Thousand Five Hundred Dollars ($7,500.00) from the escrow funds held in the Escrow Account prior to making the disbursement in connection with the Initial Closing, as provided in the Escrow Agreement.
For the avoidance of doubt, the escrow fee shall be deducted solely from the Initial Closing disbursement. Accordingly, the net disbursement amount to the Company in connection with the Initial Closing shall be Forty-Four Million Nine Hundred Ninety-Two Thousand Five Hundred Dollars ($44,992,500.00), representing the aggregate Initial Closing amount of $45,000,000 less the $7,500.00 escrow fee. The disbursement in connection with the Final Closing shall be remitted to the Company in full, without any further deduction, in the amount of Fifteen Million Dollars ($15,000,000.00), assuming no other fees, charges, or deductions are then outstanding under the Escrow Agreement.
In the event the Escrow Agent determines that any additional fees, costs, or expenses are due and payable under the Escrow Agreement at the time of either disbursement, the Escrow Agent shall notify the Company in writing of the nature and amount of such charges prior to making any deduction, and the Company reserves its rights to dispute any charges not contemplated by the Escrow Agreement.
4. Confirmation and Contact Information
The Company respectfully requests that the Escrow Agent confirm its receipt of the wire transfer instructions set forth in this letter and acknowledge its readiness to process disbursements from the Escrow Account upon receipt of joint written release instructions in accordance with the Escrow Agreement. Such confirmation may be provided by email to the Company's primary contact identified below, with a copy to the Company's legal counsel.
For any questions, clarifications, or confirmations relating to these wire transfer instructions, the Escrow Agent should contact the following persons:
Primary Contact:
David Lindstrom, Chief Financial Officer Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801 Telephone: (302) 555-4180
Email: dlindstrom@skybridgefintech.com
Alternate Contact:
Priya Ramanathan, General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801 Telephone: (302) 555-4195
Email: pramanathan@skybridgefintech.com
Company Counsel:
Leonard Ashford, Of Counsel, or Nina Reyes, Senior Associate Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Telephone: (212) 555-7300
The Company asks that the Escrow Agent direct all communications regarding the timing of disbursements and callback verification procedures to Mr. Lindstrom as primary contact and to Ms. Ramanathan as alternate contact, and that all transactional and legal correspondence be copied to Calderwood & Harkness LLP at the address noted above.
5. Authorization and Irrevocability
The wire transfer instructions set forth in Section 2 of this letter are irrevocable and shall remain in full force and effect unless and until superseded by subsequent written instructions signed by an authorized officer of Skybridge Fintech Ltd. and delivered to the Escrow Agent in accordance with the notice provisions set forth in Section 8 of the Escrow Agreement. Any such superseding instructions must be in writing, must bear the original or electronic signature of an authorized officer of the Company, and must be received by the Escrow Agent within a reasonable period prior to the applicable disbursement in order to permit the Escrow Agent to process the change in accordance with its customary operational procedures.
The following individuals are the authorized officers of the Company for purposes of providing wire transfer instructions, release instructions, and any other instructions or notices to the Escrow Agent under the Escrow Agreement:
(a) Arjun Mehta, Chief Executive Officer;
(b) David Lindstrom, Chief Financial Officer; and
(c) Priya Ramanathan, General Counsel.
The Escrow Agent may rely conclusively on instructions delivered by any of the foregoing individuals, and the Escrow Agent shall have no duty to inquire into the authority of any such individual beyond confirming that such individual is listed above. The Company agrees to notify the Escrow Agent in writing promptly in the event of any change in the list of authorized officers set forth above.
6. Governing Law
This letter and the wire transfer instructions contained herein shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof, consistent with the governing law provision set forth in Section 9 of the Escrow Agreement. The parties' rights and obligations under this letter are supplementary to, and not in derogation of, the terms and conditions of the Escrow Agreement.
We appreciate Granite Trust's continued professionalism in serving as escrow agent in connection with this transaction. Please do not hesitate to contact me or any of the persons identified in Section 4 above if you have any questions regarding the foregoing instructions or require any additional information.
Very truly yours,
SKYBRIDGE FINTECH LTD.
By: ________
Name: David Lindstrom
Title: Chief Financial Officer
Date: January 14, 2024
cc:
Arjun Mehta, Chief Executive Officer, Skybridge Fintech Ltd. Priya Ramanathan, General Counsel, Skybridge Fintech Ltd. Victoria Chambers, Calderwood & Harkness LLP Leonard Ashford, Calderwood & Harkness LLP Nina Reyes, Calderwood & Harkness LLP
Enclosures: None. Executed Escrow Agreement to follow under separate cover.
| Purchaser | Commitment Amount |
| 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 |
| Initial Closing Total | $45,000,000 |
| Purchaser | Commitment Amount |
| Beacon Hill Capital Partners, LLC | $5,000,000 |
| Northstar Innovation Fund II, L.P. | $10,000,000 |
| Final Closing Total | $15,000,000 |