letter-sc-to-granite-trust-escrow-instructions.docx

1009-00001 · Skybridge Fintech Ltd · Correspondence

letter-sc-to-granite-trust-escrow-instructions.docx DOCUMENT Funds

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CALDERWOOD & HARKNESS LLP Attorneys at Law 600 Lexington Avenue New York, New York 10022 Telephone: (212) 455-7800 Facsimile: (212) 455-7801 www.calderwoodharkness.com

January 14, 2024

Angela Petrov Senior Vice President, Escrow Services Granite Trust Company, N.A. 100 Summer Street Boston, MA 02110

Re: Escrow Deposit Instructions — Convertible Note Bridge Financing of Skybridge Fintech Ltd. Escrow Account No. 4401-7829-SBF Calderwood & Harkness LLP Matter No. 1009-00001

Dear Ms. Petrov:

I. Introduction and Context

This firm represents Skybridge Fintech Ltd., a Delaware corporation ("Skybridge" or the "Company"), with principal offices at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801 (EIN: 83-2147605), in connection with a convertible promissory note bridge financing in the aggregate principal amount of Sixty Million Dollars ($60,000,000) (the "Financing"). We write to provide formal escrow deposit instructions in connection with the initial closing of the Financing and to transmit certain executed documents for your records and countersignature.

Reference is made to that certain Escrow Agreement dated as of January 15, 2024 (the "Escrow Agreement"), by and among Skybridge Fintech Ltd., the several Purchasers identified therein (collectively, the "Purchasers"), and Granite Trust Company, N.A., in its capacity as escrow agent (the "Escrow Agent"). The Escrow Agreement governs the deposit, holding, investment, and release of funds in connection with the Financing. We are transmitting herewith an executed copy of the Escrow Agreement — in three (3) counterpart originals — for Granite Trust's countersignature and retention, as more fully described in Section VI below.

Reference is also made to that certain Note Purchase Agreement dated as of January 15, 2024 (the "Note Purchase Agreement"), by and among Skybridge and the Purchasers named therein, which sets forth the terms and conditions pursuant to which the Purchasers will purchase convertible promissory notes issued by the Company. A copy of the execution version of the Note Purchase Agreement is enclosed herewith for your reference. Capitalized terms used but not otherwise defined in this letter shall have the meanings ascribed to them in the Escrow Agreement or, where applicable, the Note Purchase Agreement.

The purpose of this letter is to: (a) identify the Purchasers and their respective deposit amounts in connection with the Initial Closing (as defined below); (b) provide deposit, holding, and release instructions with respect to the escrow account; (c) designate the appropriate contacts for notices and communications; and (d) request certain confirmations and the Escrow Agent's countersignature of the Escrow Agreement.

II. Identification of the Purchasers and Initial Closing Amounts

The Initial Closing under the Note Purchase Agreement is scheduled to occur on January 15, 2024 (the "Initial Closing"). In connection with the Initial Closing, the following Purchasers will be depositing funds into Escrow Account No. 4401-7829-SBF in the amounts set forth opposite their respective names below:

Please note that a subsequent and final closing (the "Final Closing") is anticipated on or about January 26, 2024, at which time an additional Fifteen Million Dollars ($15,000,000) in aggregate deposits is expected to be received into the escrow account from the following Purchasers: (i) Beacon Hill Capital Partners, LLC, in the amount of Five Million Dollars ($5,000,000); and (ii) Northstar Innovation Fund II, L.P., in the amount of Ten Million Dollars ($10,000,000). Separate deposit instructions and release instructions will be provided to the Escrow Agent in connection with the Final Closing, and we will coordinate directly with your office in advance of such closing to ensure the timely processing of those deposits.

III. Escrow Deposit Instructions

Each Purchaser identified above has been instructed by its respective counsel, Whitfield, Pratt & Soo LLP, and by the Company to wire its respective deposit amount to Granite Trust Company, N.A., Escrow Account No. 4401-7829-SBF, on or before the close of business on January 15, 2024. All wire transfers will be sent via Fedwire in immediately available U.S. dollar funds. Each Purchaser's wire transfer should reference the escrow account number (4401-7829-SBF) and the name of the depositing Purchaser in the originator-to-beneficiary information field to facilitate prompt identification and crediting of funds.

We respectfully request that, upon receipt of each wire transfer, the Escrow Agent acknowledge receipt thereof and promptly confirm, in writing (email to be acceptable), both (a) the individual amount received from each Purchaser and (b) the aggregate amount then held in the escrow account, to the following parties:

(i) Calderwood & Harkness LLP, to the attention of Leonard Ashford and Nina Reyes, at the contact information set forth in Section V below; and

(ii) Skybridge Fintech Ltd., to the attention of David Lindstrom, Chief Financial Officer, at the contact information set forth in Section V below.

All funds deposited into Escrow Account No. 4401-7829-SBF shall be held, invested (if applicable), and released strictly in accordance with the terms and conditions of the Escrow Agreement. Pending release, the escrowed funds should be held in an interest-bearing deposit account at Granite Trust Company, N.A. or invested as otherwise provided in Section 4 of the Escrow Agreement. To the extent any investment direction is required from the Company or the Purchasers, we will provide such direction under separate cover. In the absence of such direction, we request that the Escrow Agent hold the funds in a money market deposit account or such other short-term, liquid investment vehicle as is consistent with the terms of the Escrow Agreement and the Escrow Agent's standard practices.

IV. Escrow Release — Initial Closing

Upon the satisfaction or waiver of all conditions to the Initial Closing set forth in Article VI of the Note Purchase Agreement, joint written release instructions will be delivered to the Escrow Agent by the Company and the Purchasers (or their duly authorized representative), directing the Escrow Agent to release the full amount of Forty-Five Million Dollars ($45,000,000), together with any interest or earnings accrued thereon (unless otherwise specified), to Skybridge's designated operating account (the "Release Instructions"). The Release Instructions will be executed by authorized signatories of the Company and the Purchasers' representative, as required under Section 3.1 of the Escrow Agreement, and will include any additional certifications or confirmations required thereunder.

Separate wire transfer instructions from the Company setting forth the complete details of Skybridge's designated operating account — including the receiving bank, ABA routing number, account number, account name, and reference information — have been prepared by David Lindstrom, Chief Financial Officer, and are enclosed herewith as part of the Wire Transfer Instructions Letter dated January 14, 2024. In the event that any updated or amended wire transfer instructions are required prior to the release of funds, such instructions will be provided in accordance with the verification and callback procedures set forth in the Escrow Agreement.

We note for your records that, as set forth in Section 7 of the Escrow Agreement, the escrow fee in the amount of Seven Thousand Five Hundred Dollars ($7,500.00), which constitutes a one-time flat fee for the Escrow Agent's services in connection with the Financing, is to be borne solely by Skybridge. Such fee may, at the Company's election, be netted from the escrowed funds at the time of release or invoiced separately to the Company, in each case as provided in the Escrow Agreement. We anticipate that the Company will instruct the Escrow Agent to net the fee from the released funds, but we will confirm the Company's election in the Release Instructions or in a separate communication prior to the release date.

V. Contact Information and Notices

All notices, confirmations, requests, and communications to Calderwood & Harkness LLP in connection with the escrow and the Financing should be directed to the following individuals:

Leonard Ashford Of Counsel, Emerging Companies & Venture Capital Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Telephone: (212) 455-7844

Email: lashford@calderwoodharkness.com

Nina Reyes Senior Associate, Emerging Companies & Venture Capital Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Telephone: (212) 455-7912

Email: nreyes@calderwoodharkness.com

All notices, confirmations, requests, and communications to the Company should be directed to the following individuals:

Priya Ramanathan General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801 Telephone: (302) 884-2200

Email: pramanathan@skybridgefintech.com

David Lindstrom Chief Financial Officer Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801 Telephone: (302) 884-2215

Email: dlindstrom@skybridgefintech.com

All notices, confirmations, requests, and communications to investor counsel should be directed to:

Graham Whitfield Partner Whitfield, Pratt & Soo LLP One Federal Street, 26th Floor Boston, MA 02110 Telephone: (617) 330-4500

Email: gwhitfield@whitfieldpratt.com

The foregoing contact information is provided for the convenience of the Escrow Agent and is without prejudice to the formal notice provisions set forth in Section 9 of the Escrow Agreement, which shall govern in the event of any conflict.

VI. Enclosed Documents

Enclosed herewith please find the following documents for your review, countersignature, and/or records:

1. Executed Escrow Agreement (dated as of January 15, 2024) — three (3) counterpart originals, each executed by Skybridge Fintech Ltd. and the Purchasers, for Granite Trust Company, N.A.'s countersignature and retention. We request that Granite Trust execute each counterpart and return one (1) fully executed counterpart original to Calderwood & Harkness LLP at the address set forth above.

2. Note Purchase Agreement — Execution Version (dated as of January 15, 2024) — enclosed for the Escrow Agent's reference only, to provide context regarding the conditions to the Initial Closing and the Final Closing and the overall structure of the Financing. This document is provided on a confidential basis and should be maintained in accordance with the confidentiality provisions of the Escrow Agreement.

3. Wire Transfer Instructions Letter from Skybridge Fintech Ltd. (dated January 14, 2024) — setting forth the Company's designated operating account details for the release of escrowed funds following the satisfaction or waiver of the Initial Closing conditions. This letter has been executed by David Lindstrom, Chief Financial Officer, on behalf of the Company.

VII. Request for Confirmation and Countersignature

We respectfully request that Granite Trust Company, N.A. take the following actions at your earliest convenience:

(a) Countersignature of the Escrow Agreement. Please countersign each of the three (3) counterpart originals of the Escrow Agreement and return one (1) fully executed counterpart original to Calderwood & Harkness LLP at the address set forth in Section V above. The remaining two (2) fully executed counterparts should be retained by Granite Trust for its files or distributed as indicated in the Escrow Agreement.

(b) Confirmation of Account Readiness. Please provide written confirmation (email to be acceptable) that Escrow Account No. 4401-7829-SBF has been opened, is active, and is ready to receive the Initial Closing deposits prior to the close of business on January 15, 2024. Such confirmation should be directed to Leonard Ashford and Nina Reyes at Calderwood & Harkness LLP and to David Lindstrom at Skybridge Fintech Ltd., at the email addresses set forth above.

We express our sincere appreciation for Granite Trust's prompt attention to this matter and for your continued assistance in connection with the Financing. Should you have any questions regarding these instructions, the enclosed documents, or any other aspect of the escrow arrangements, please do not hesitate to contact Leonard Ashford or Nina Reyes at the telephone numbers or email addresses set forth above.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Leonard Ashford Of Counsel Emerging Companies & Venture Capital

cc (via email and U.S. mail):

Victoria Chambers, Esq., Calderwood & Harkness LLP (Responsible Partner) Nina Reyes, Esq., Calderwood & Harkness LLP Priya Ramanathan, Esq., Skybridge Fintech Ltd. David Lindstrom, Skybridge Fintech Ltd. Graham Whitfield, Esq., Whitfield, Pratt & Soo LLP Danielle Kwon, Esq., Whitfield, Pratt & Soo LLP

Enclosures (3):

1. Executed Escrow Agreement (dated as of January 15, 2024) — three (3) counterpart originals

2. Note Purchase Agreement — Execution Version (dated as of January 15, 2024)

3. Wire Transfer Instructions Letter from Skybridge Fintech Ltd. (dated January 14, 2024)

Purchaser	Principal Office Address	Deposit Amount (USD)
Ridgeline Ventures Fund IV, L.P.	800 Boylston Street, 34th Floor, Boston, MA 02199	$30,000,000.00
Beacon Hill Capital Partners, LLC	222 West Adams Street, Suite 3400, Chicago, IL 60606	$10,000,000.00
Halcyon Growth Equity, L.P.	1201 Third Avenue, Suite 5600, Seattle, WA 98101	$5,000,000.00
Total Initial Closing Deposit	$45,000,000.00

CALDERWOOD & HARKNESS LLP Attorneys at Law 600 Lexington Avenue New York, New York 10022 Telephone: (212) 455-7800 Facsimile: (212) 455-7801 www.calderwoodharkness.com
January 14, 2024
Angela Petrov Senior Vice President, Escrow Services Granite Trust Company, N.A. 100 Summer Street Boston, MA 02110
Re: Escrow Deposit Instructions — Convertible Note Bridge Financing of Skybridge Fintech Ltd. Escrow Account No. 4401-7829-SBF Calderwood & Harkness LLP Matter No. 1009-00001
Dear Ms. Petrov:
I. Introduction and Context
This firm represents Skybridge Fintech Ltd., a Delaware corporation ("Skybridge" or the "Company"), with principal offices at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801 (EIN: 83-2147605), in connection with a convertible promissory note bridge financing in the aggregate principal amount of Sixty Million Dollars ($60,000,000) (the "Financing"). We write to provide formal escrow deposit instructions in connection with the initial closing of the Financing and to transmit certain executed documents for your records and countersignature.
Reference is made to that certain Escrow Agreement dated as of January 15, 2024 (the "Escrow Agreement"), by and among Skybridge Fintech Ltd., the several Purchasers identified therein (collectively, the "Purchasers"), and Granite Trust Company, N.A., in its capacity as escrow agent (the "Escrow Agent"). The Escrow Agreement governs the deposit, holding, investment, and release of funds in connection with the Financing. We are transmitting herewith an executed copy of the Escrow Agreement — in three (3) counterpart originals — for Granite Trust's countersignature and retention, as more fully described in Section VI below.
Reference is also made to that certain Note Purchase Agreement dated as of January 15, 2024 (the "Note Purchase Agreement"), by and among Skybridge and the Purchasers named therein, which sets forth the terms and conditions pursuant to which the Purchasers will purchase convertible promissory notes issued by the Company. A copy of the execution version of the Note Purchase Agreement is enclosed herewith for your reference. Capitalized terms used but not otherwise defined in this letter shall have the meanings ascribed to them in the Escrow Agreement or, where applicable, the Note Purchase Agreement.
The purpose of this letter is to: (a) identify the Purchasers and their respective deposit amounts in connection with the Initial Closing (as defined below); (b) provide deposit, holding, and release instructions with respect to the escrow account; (c) designate the appropriate contacts for notices and communications; and (d) request certain confirmations and the Escrow Agent's countersignature of the Escrow Agreement.
II. Identification of the Purchasers and Initial Closing Amounts
The Initial Closing under the Note Purchase Agreement is scheduled to occur on January 15, 2024 (the "Initial Closing"). In connection with the Initial Closing, the following Purchasers will be depositing funds into Escrow Account No. 4401-7829-SBF in the amounts set forth opposite their respective names below:
Please note that a subsequent and final closing (the "Final Closing") is anticipated on or about January 26, 2024, at which time an additional Fifteen Million Dollars ($15,000,000) in aggregate deposits is expected to be received into the escrow account from the following Purchasers: (i) Beacon Hill Capital Partners, LLC, in the amount of Five Million Dollars ($5,000,000); and (ii) Northstar Innovation Fund II, L.P., in the amount of Ten Million Dollars ($10,000,000). Separate deposit instructions and release instructions will be provided to the Escrow Agent in connection with the Final Closing, and we will coordinate directly with your office in advance of such closing to ensure the timely processing of those deposits.
III. Escrow Deposit Instructions
Each Purchaser identified above has been instructed by its respective counsel, Whitfield, Pratt & Soo LLP, and by the Company to wire its respective deposit amount to Granite Trust Company, N.A., Escrow Account No. 4401-7829-SBF, on or before the close of business on January 15, 2024. All wire transfers will be sent via Fedwire in immediately available U.S. dollar funds. Each Purchaser's wire transfer should reference the escrow account number (4401-7829-SBF) and the name of the depositing Purchaser in the originator-to-beneficiary information field to facilitate prompt identification and crediting of funds.
We respectfully request that, upon receipt of each wire transfer, the Escrow Agent acknowledge receipt thereof and promptly confirm, in writing (email to be acceptable), both (a) the individual amount received from each Purchaser and (b) the aggregate amount then held in the escrow account, to the following parties:
(i) Calderwood & Harkness LLP, to the attention of Leonard Ashford and Nina Reyes, at the contact information set forth in Section V below; and
(ii) Skybridge Fintech Ltd., to the attention of David Lindstrom, Chief Financial Officer, at the contact information set forth in Section V below.
All funds deposited into Escrow Account No. 4401-7829-SBF shall be held, invested (if applicable), and released strictly in accordance with the terms and conditions of the Escrow Agreement. Pending release, the escrowed funds should be held in an interest-bearing deposit account at Granite Trust Company, N.A. or invested as otherwise provided in Section 4 of the Escrow Agreement. To the extent any investment direction is required from the Company or the Purchasers, we will provide such direction under separate cover. In the absence of such direction, we request that the Escrow Agent hold the funds in a money market deposit account or such other short-term, liquid investment vehicle as is consistent with the terms of the Escrow Agreement and the Escrow Agent's standard practices.
IV. Escrow Release — Initial Closing
Upon the satisfaction or waiver of all conditions to the Initial Closing set forth in Article VI of the Note Purchase Agreement, joint written release instructions will be delivered to the Escrow Agent by the Company and the Purchasers (or their duly authorized representative), directing the Escrow Agent to release the full amount of Forty-Five Million Dollars ($45,000,000), together with any interest or earnings accrued thereon (unless otherwise specified), to Skybridge's designated operating account (the "Release Instructions"). The Release Instructions will be executed by authorized signatories of the Company and the Purchasers' representative, as required under Section 3.1 of the Escrow Agreement, and will include any additional certifications or confirmations required thereunder.
Separate wire transfer instructions from the Company setting forth the complete details of Skybridge's designated operating account — including the receiving bank, ABA routing number, account number, account name, and reference information — have been prepared by David Lindstrom, Chief Financial Officer, and are enclosed herewith as part of the Wire Transfer Instructions Letter dated January 14, 2024. In the event that any updated or amended wire transfer instructions are required prior to the release of funds, such instructions will be provided in accordance with the verification and callback procedures set forth in the Escrow Agreement.
We note for your records that, as set forth in Section 7 of the Escrow Agreement, the escrow fee in the amount of Seven Thousand Five Hundred Dollars ($7,500.00), which constitutes a one-time flat fee for the Escrow Agent's services in connection with the Financing, is to be borne solely by Skybridge. Such fee may, at the Company's election, be netted from the escrowed funds at the time of release or invoiced separately to the Company, in each case as provided in the Escrow Agreement. We anticipate that the Company will instruct the Escrow Agent to net the fee from the released funds, but we will confirm the Company's election in the Release Instructions or in a separate communication prior to the release date.
V. Contact Information and Notices
All notices, confirmations, requests, and communications to Calderwood & Harkness LLP in connection with the escrow and the Financing should be directed to the following individuals:
Leonard Ashford Of Counsel, Emerging Companies & Venture Capital Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Telephone: (212) 455-7844
Email: lashford@calderwoodharkness.com
Nina Reyes Senior Associate, Emerging Companies & Venture Capital Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Telephone: (212) 455-7912
Email: nreyes@calderwoodharkness.com
All notices, confirmations, requests, and communications to the Company should be directed to the following individuals:
Priya Ramanathan General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801 Telephone: (302) 884-2200
Email: pramanathan@skybridgefintech.com
David Lindstrom Chief Financial Officer Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801 Telephone: (302) 884-2215
Email: dlindstrom@skybridgefintech.com
All notices, confirmations, requests, and communications to investor counsel should be directed to:
Graham Whitfield Partner Whitfield, Pratt & Soo LLP One Federal Street, 26th Floor Boston, MA 02110 Telephone: (617) 330-4500
Email: gwhitfield@whitfieldpratt.com
The foregoing contact information is provided for the convenience of the Escrow Agent and is without prejudice to the formal notice provisions set forth in Section 9 of the Escrow Agreement, which shall govern in the event of any conflict.
VI. Enclosed Documents
Enclosed herewith please find the following documents for your review, countersignature, and/or records:
1. Executed Escrow Agreement (dated as of January 15, 2024) — three (3) counterpart originals, each executed by Skybridge Fintech Ltd. and the Purchasers, for Granite Trust Company, N.A.'s countersignature and retention. We request that Granite Trust execute each counterpart and return one (1) fully executed counterpart original to Calderwood & Harkness LLP at the address set forth above.
2. Note Purchase Agreement — Execution Version (dated as of January 15, 2024) — enclosed for the Escrow Agent's reference only, to provide context regarding the conditions to the Initial Closing and the Final Closing and the overall structure of the Financing. This document is provided on a confidential basis and should be maintained in accordance with the confidentiality provisions of the Escrow Agreement.
3. Wire Transfer Instructions Letter from Skybridge Fintech Ltd. (dated January 14, 2024) — setting forth the Company's designated operating account details for the release of escrowed funds following the satisfaction or waiver of the Initial Closing conditions. This letter has been executed by David Lindstrom, Chief Financial Officer, on behalf of the Company.
VII. Request for Confirmation and Countersignature
We respectfully request that Granite Trust Company, N.A. take the following actions at your earliest convenience:
(a) Countersignature of the Escrow Agreement. Please countersign each of the three (3) counterpart originals of the Escrow Agreement and return one (1) fully executed counterpart original to Calderwood & Harkness LLP at the address set forth in Section V above. The remaining two (2) fully executed counterparts should be retained by Granite Trust for its files or distributed as indicated in the Escrow Agreement.
(b) Confirmation of Account Readiness. Please provide written confirmation (email to be acceptable) that Escrow Account No. 4401-7829-SBF has been opened, is active, and is ready to receive the Initial Closing deposits prior to the close of business on January 15, 2024. Such confirmation should be directed to Leonard Ashford and Nina Reyes at Calderwood & Harkness LLP and to David Lindstrom at Skybridge Fintech Ltd., at the email addresses set forth above.
We express our sincere appreciation for Granite Trust's prompt attention to this matter and for your continued assistance in connection with the Financing. Should you have any questions regarding these instructions, the enclosed documents, or any other aspect of the escrow arrangements, please do not hesitate to contact Leonard Ashford or Nina Reyes at the telephone numbers or email addresses set forth above.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Ashford Of Counsel Emerging Companies & Venture Capital
cc (via email and U.S. mail):
Victoria Chambers, Esq., Calderwood & Harkness LLP (Responsible Partner) Nina Reyes, Esq., Calderwood & Harkness LLP Priya Ramanathan, Esq., Skybridge Fintech Ltd. David Lindstrom, Skybridge Fintech Ltd. Graham Whitfield, Esq., Whitfield, Pratt & Soo LLP Danielle Kwon, Esq., Whitfield, Pratt & Soo LLP
Enclosures (3):
1. Executed Escrow Agreement (dated as of January 15, 2024) — three (3) counterpart originals
2. Note Purchase Agreement — Execution Version (dated as of January 15, 2024)
3. Wire Transfer Instructions Letter from Skybridge Fintech Ltd. (dated January 14, 2024)
Purchaser | Principal Office Address | Deposit Amount (USD)
Ridgeline Ventures Fund IV, L.P. | 800 Boylston Street, 34th Floor, Boston, MA 02199 | $30,000,000.00
Beacon Hill Capital Partners, LLC | 222 West Adams Street, Suite 3400, Chicago, IL 60606 | $10,000,000.00
Halcyon Growth Equity, L.P. | 1201 Third Avenue, Suite 5600, Seattle, WA 98101 | $5,000,000.00
Total Initial Closing Deposit | $45,000,000.00

CALDERWOOD & HARKNESS LLP

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