1009-00001 · Skybridge Fintech Ltd · Correspondence

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Counselors at Law

600 Lexington Avenue New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

January 30, 2024

VIA EMAIL AND OVERNIGHT COURIER

Arjun Mehta Chief Executive Officer & Co-Founder Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801

Priya Ramanathan General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801

Re: Closing Confirmation and Post-Closing Obligations — $60,000,000 Convertible Note Bridge Financing Matter No. 1009-00001

Dear Arjun and Priya:

1. Purpose and Congratulations

Calderwood & Harkness LLP is pleased to confirm the successful completion of the $60,000,000 convertible promissory note bridge financing by Skybridge Fintech Ltd. (the "Company"), consummated pursuant to the Note Purchase Agreement dated January 15, 2024 (the "NPA"), by and among the Company and the several Purchasers identified therein (collectively, the "Purchasers"). We extend our congratulations to the entire Skybridge team on bringing this important financing to a successful close.

The purpose of this letter is threefold: (i) to confirm the details surrounding the Initial Closing and the Final Closing; (ii) to provide a comprehensive summary of the completed transaction, including the executed transaction documents; and (iii) to set forth the outstanding post-closing obligations of the Company and recommend certain actions that should be undertaken promptly to ensure full compliance with the NPA, applicable law, and related agreements. Capitalized terms used but not defined herein have the meanings assigned to them in the NPA.

2. Summary of Closings

2.1 Initial Closing — January 15, 2024

The NPA was duly executed and delivered by the Company and the initial Purchasers on January 15, 2024. The Initial Closing occurred simultaneously on the same date, January 15, 2024 (the "Initial Closing"), following the satisfaction or waiver of all conditions precedent to the Initial Closing set forth in Article VI of the NPA.

At the Initial Closing, the Company received aggregate funds in the amount of $45,000,000 from the following Purchasers, in the respective amounts set forth below:

All funds received in connection with the Initial Closing were deposited into Granite Trust Company, N.A. Escrow Account No. 4401-7829-SBF (the "Escrow Account") and were subsequently released to the Company upon the satisfaction of all applicable closing conditions, pursuant to the joint escrow release instructions executed by the parties and the escrow agent dated January 15, 2024. Confirmation of the wire transfers and escrow release was received and documented in each case.

2.2 Final Closing — January 26, 2024

The Final Closing occurred on January 26, 2024 (the "Final Closing"), in accordance with Section 2.2 of the NPA, which permitted one or more additional closings within thirty (30) days following the Initial Closing. At the Final Closing, the Company received aggregate funds in the amount of $15,000,000 from the following Purchasers, in the respective amounts set forth below:

In connection with the Final Closing, Northstar Innovation Fund II, L.P. ("Northstar"), acting through its Managing Partner, Wei-Lin Chang, executed a Joinder Agreement dated January 26, 2024 (the "Joinder Agreement"), pursuant to which Northstar joined as a Purchaser under the NPA and became a party to all related transaction documents, including the Subordination Agreement, Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, and Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement. The Schedule of Purchasers attached to the NPA was amended and restated as of January 26, 2024 to reflect Northstar's participation and the completion of Beacon Hill Capital Partners, LLC's remaining commitment.

Escrow release instructions for the Final Closing were duly executed and delivered on January 26, 2024 and directed Granite Trust Company, N.A. to release the full $15,000,000 from the Escrow Account to the Company. We have confirmed that such release was effected on the date thereof.

2.3 Aggregate Transaction Summary

The following is a summary of the material economic terms of the convertible promissory notes issued in connection with the Initial Closing and the Final Closing (collectively, the "Notes"):

• Total Aggregate Principal Amount: $60,000,000

• Interest Rate: 6.00% per annum (600 basis points), calculated as simple interest on the basis of a 365-day year and the actual number of days elapsed.

• Maturity Date: January 15, 2026, being twenty-four (24) months from the date of the Initial Closing (the "Maturity Date"). Unless earlier converted or repaid in accordance with the terms of the Notes, all outstanding principal and accrued and unpaid interest shall become due and payable on the Maturity Date.

• Conversion Mechanics: The Notes provide for automatic conversion upon the closing of a Qualified Financing, defined as a bona fide equity financing raising at least $80,000,000 in new equity capital (exclusive of any amounts converted under the Notes). Upon such a Qualified Financing, all outstanding principal and accrued interest under the Notes shall automatically convert into shares of the equity securities issued in the Qualified Financing at a conversion price per share equal to the lower of:

(a) 80% of the Series D price per share (representing a 20% discount to the price paid by new investors in the Qualified Financing); or

(b) the price per share implied by a $750,000,000 pre-money valuation cap (the "Valuation Cap"), which, based on the Company's approximately 48,500,000 fully diluted shares outstanding as of the Initial Closing, implies a conversion price of approximately $15.46 per share.

• Change of Control Provision: In the event of a Change of Control (as defined in the Notes) prior to the conversion or maturity of the Notes, each holder shall be entitled to receive the greater of (i) 2.0x the outstanding principal amount of such holder's Note plus all accrued and unpaid interest thereon, or (ii) the amount such holder would have received had such holder's Note been converted immediately prior to the Change of Control at the Valuation Cap conversion price.

• Most Favored Nation (MFN) Provision: The Notes contain a Most Favored Nation provision whereby, if the Company issues any subsequent convertible promissory note, simple agreement for future equity (SAFE), or similar convertible instrument on terms more favorable to the holders thereof than the terms of the Notes (including, without limitation, a lower valuation cap, a greater conversion discount, or more favorable interest or other economic terms), the holders of the Notes shall have the right to adopt such more favorable terms on a prospective basis.

• Subordination: The Notes are subordinated in right of payment to the Company's existing indebtedness under the Kelvantis Lending Corp. $15,000,000 venture debt facility, pursuant to the Subordination Agreement dated January 15, 2024, executed by and among Kelvantis Lending Corp., the Purchasers, and the Company.

2.4 Final Purchaser Allocation Table

The final allocation of the Notes among the Purchasers, reflecting both the Initial Closing and the Final Closing, is set forth in the table below:

3. Executed Transaction Documents

We confirm that the following transaction documents were duly executed and delivered by the applicable parties in connection with the Initial Closing and/or the Final Closing, as indicated:

1. Note Purchase Agreement, dated January 15, 2024, by and among the Company and the Purchasers.

2. Convertible Promissory Notes issued to each Purchaser, in their respective principal amounts as set forth in Section 2.4 above (four Notes in total, reflecting the Initial Closing Notes and the Final Closing Notes, as applicable).

3. Schedule of Purchasers, as attached to the NPA (as amended and restated as of January 26, 2024 to reflect the Final Closing and the addition of Northstar Innovation Fund II, L.P.).

4. Company Disclosure Schedule, delivered by the Company to the Purchasers on January 14, 2024, in accordance with Section 3 of the NPA.

5. Subordination Agreement, dated January 15, 2024, by and among Kelvantis Lending Corp., the Purchasers, and the Company.

6. Amendment No. 1 to Amended and Restated Investors' Rights Agreement, dated January 15, 2024, by and among the Company and the investors party thereto.

7. Amendment No. 1 to Right of First Refusal and Co-Sale Agreement, dated January 15, 2024, by and among the Company, the Founders, and the investors party thereto.

8. Escrow Agreement, dated January 15, 2024, by and among the Company, the Purchasers, and Granite Trust Company, N.A., as escrow agent.

9. Joinder Agreement (Northstar Innovation Fund II, L.P.), dated January 26, 2024, pursuant to which Northstar joined as a Purchaser under the NPA and related transaction documents.

10. Unanimous Written Consent of the Board of Directors of Skybridge Fintech Ltd., dated January 10, 2024, authorizing the convertible note bridge financing, the execution of the NPA and related documents, and the issuance of the Notes.

11. Written Consent of Stockholders in Lieu of Special Meeting, dated January 12, 2024, approving the transactions contemplated by the NPA to the extent required under the Company's Certificate of Incorporation and the DGCL.

12. Secretary's Certificate, dated January 15, 2024, certifying the Company's Certificate of Incorporation, Bylaws, and resolutions authorizing the transactions.

13. Officer's Certificate — Representations & Warranties Bring-Down, dated January 15, 2024, certifying the accuracy of the Company's representations and warranties as of the Initial Closing.

14. Officer's Certificate — Use of Proceeds, dated January 15, 2024, certifying the intended uses of proceeds from the bridge financing in accordance with Section 5.14 of the NPA.

15. Good Standing Certificate from the Delaware Secretary of State, obtained January 11, 2024, certifying the Company's good standing under the laws of the State of Delaware.

16. Legal Opinion of Calderwood & Harkness LLP, dated January 15, 2024, delivered to the Purchasers in accordance with Section 6.1(f) of the NPA, addressing due organization, authorization, valid issuance, and non-contravention, among other customary matters.

17. Kelvantis Lending Corp. Lender Consent and Waiver Letter, received January 12, 2024, consenting to the convertible note bridge financing and waiving any applicable restrictions under the Loan and Security Agreement dated August 15, 2022 that would otherwise prohibit the issuance of the Notes.

A comprehensive closing binder, complete with a table of contents and index of all executed documents and ancillary materials, is currently being compiled by our office and will be delivered under separate cover (see Section 7 below).

4. Post-Closing Obligations

The following post-closing obligations require the Company's attention. We have indicated the status of each item to the extent known to us and have set forth recommended actions for the Company's review and prompt execution.

4.1 Section 228(e) Notice to Non-Consenting Stockholders

Pursuant to Section 228(e) of the Delaware General Corporation Law (the "DGCL"), the Company is required to provide prompt notice to those stockholders of the Company who did not execute or deliver the Written Consent of Stockholders in Lieu of Special Meeting dated January 12, 2024 (the "Stockholder Consent"). The Section 228(e) notice must inform such non-consenting stockholders that the corporate action approved by the Stockholder Consent has been taken without a meeting and without their vote.

Our office prepared the form of Section 228 Notice dated January 15, 2024 and delivered it to the Company for distribution. We request that the Company confirm whether this notice has been delivered to all non-consenting stockholders of record as of the record date for the Stockholder Consent. If the notice has not yet been delivered, the Company should arrange for its prompt distribution to all such stockholders. Delivery should be documented, and copies of all notices sent (together with evidence of delivery, such as certificates of mailing or delivery receipts) should be retained in the Company's corporate records.

4.2 SEC Form D Filings

The offering and sale of the Notes was conducted in reliance on the exemption from registration provided by Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). In connection therewith:

(a) An initial Form D was filed with the U.S. Securities and Exchange Commission (the "SEC") on January 16, 2024, reporting the offering of convertible promissory notes in the aggregate amount of $45,000,000 as of the Initial Closing and identifying the initial Purchasers.

(b) A Form D Amendment was filed with the SEC on January 29, 2024, updating the total offering amount to $60,000,000, reflecting the proceeds received at the Final Closing, and adding Northstar Innovation Fund II, L.P. as a purchaser.

The Company should retain copies of the filed forms and any SEC acknowledgment or confirmation of receipt in its corporate records. No further Form D filings are anticipated in connection with this transaction unless additional closings occur or the terms of the offering are materially amended.

4.3 State Blue Sky / Notice Filings

As detailed in the Blue Sky / State Notice Filings Memorandum dated January 18, 2024 prepared by Nina Reyes, Senior Associate at Calderwood & Harkness LLP, the Company is required to make state notice filings in connection with the convertible note offering in the following jurisdictions:

• Delaware — The Company's state of incorporation. Additionally, each of the Purchasers (Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and Halcyon Growth Equity, L.P.) is a Delaware-organized entity.

• Massachusetts — Ridgeline Ventures Fund IV, L.P. maintains its principal office at 800 Boylston Street, Boston, MA 02199.

• Illinois — Beacon Hill Capital Partners, LLC maintains its principal office at 222 West Adams Street, Chicago, IL 60606.

• California — Northstar Innovation Fund II, L.P. maintains its principal office at 555 California Street, San Francisco, CA 94104.

• Washington — Halcyon Growth Equity, L.P. maintains its principal office at 1201 Third Avenue, Seattle, WA 98101.

The Company should confirm the applicable filing deadlines in each jurisdiction. In most states, Regulation D notice filings must be made within fifteen (15) days after the first sale of securities in the state. Given that the Initial Closing occurred on January 15, 2024, the filing deadlines for the states in which Initial Closing Purchasers are located are approaching or may have passed; prompt action is essential. Nina Reyes is currently tracking the filing status for each jurisdiction and is available to assist the Company in preparing and submitting the required filings and any associated filing fees. Please contact Nina directly at nreyes@calderwoodharkness.com or (212) 558-4127 if you have any questions.

4.4 Investor-Counsel Fee Reimbursement

Pursuant to Section 5.12 of the NPA, the Company is obligated to reimburse the reasonable and documented legal fees and expenses of counsel to the lead Purchaser in connection with the negotiation, execution, and delivery of the transaction documents, in an amount not to exceed $125,000. The lead Purchaser's counsel is:

Whitfield, Pratt & Soo LLP One Federal Street, 26th Floor Boston, MA 02110

Attention: Graham Whitfield, Esq.

Whitfield, Pratt & Soo LLP served as investor counsel to Ridgeline Ventures Fund IV, L.P. and the broader investor syndicate in connection with this transaction. The Company should expect to receive an invoice from Whitfield, Pratt & Soo LLP in the near term and should arrange for prompt payment upon receipt, subject to review for reasonableness and compliance with the contractual cap. We recommend that payment be made within thirty (30) days of receipt of the invoice to maintain goodwill with the investor group.

4.5 Granite Trust Escrow Account Closure

Now that all funds deposited into Granite Trust Company, N.A. Escrow Account No. 4401-7829-SBF have been released to the Company in connection with the Initial Closing and the Final Closing, the Escrow Account should be formally closed. The Company should coordinate with Granite Trust Company, N.A. to effect the closure of the Escrow Account in accordance with the terms of the Escrow Agreement. The appropriate contact at Granite Trust is:

Angela Petrov Granite Trust Company, N.A. 100 Summer Street Boston, MA 02110

Additionally, the Company should confirm that the flat escrow fee of $7,500, which is borne by the Company pursuant to Section 4 of the Escrow Agreement, has been paid in full. If the fee has not yet been paid, the Company should arrange for prompt remittance to Granite Trust.

4.6 Ongoing Information Rights and Reporting Obligations

Under Amendment No. 1 to the Amended and Restated Investors' Rights Agreement dated January 15, 2024 (the "Amended IRA"), the Purchasers — including Northstar Innovation Fund II, L.P., which joined as a new investor pursuant to the Joinder Agreement — now hold information rights entitling them to receive, among other things, quarterly unaudited financial statements and annual audited financial statements of the Company.

The Company should ensure that its existing quarterly and annual financial reporting practices are updated to incorporate all four Purchasers as recipients of such reports. We understand that the Company's audited financial statements are prepared by Pinnacle Audit Group LLP (engagement partner: Lisa Johannsen). The Company should confirm with Pinnacle Audit Group LLP that the reporting cadence and scope of the annual audit meet the requirements set forth in the Amended IRA, including any specific formatting or content requirements for investor-facing financial reports. We recommend that the Company's finance team, led by David Lindstrom (CFO), establish a distribution list and internal calendar to ensure timely delivery of all required financial reports.

4.7 MFN Compliance

As noted in Section 2.3 above, the Notes contain a Most Favored Nation provision (Section 7 of each Note) that provides the holders with adjustment rights in the event the Company issues any subsequent convertible promissory note, SAFE, or similar convertible instrument on terms more favorable to the holders thereof than those contained in the Notes. This MFN provision remains in effect until the earlier of (i) the conversion of the Notes in connection with a Qualified Financing or (ii) the Maturity Date.

Given the breadth of the MFN provision, the Company should consult with counsel before issuing any additional convertible instruments — including convertible notes, SAFEs, or other securities with conversion features — to ensure that the terms of any such issuance do not trigger MFN adjustment rights or, if they do, that appropriate notice is provided to the holders and the necessary adjustments are made. We are available to assist with any such analysis.

4.8 Kelvantis Venture Debt — Ongoing Compliance

The Company's existing venture debt facility with Kelvantis Lending Corp. consists of a $15,000,000 term loan under the Loan and Security Agreement dated August 15, 2022 (the "Kelvantis LSA"), which matures on August 15, 2025. Although the consent and waiver of Kelvantis Lending Corp. was obtained in connection with the convertible note bridge financing (the Lender Consent and Waiver Letter was received on January 12, 2024), the consent and waiver is limited in scope to the transactions contemplated by the NPA and does not constitute a general waiver or amendment of any other provisions of the Kelvantis LSA.

Accordingly, the Company must continue to comply with all financial covenants, reporting obligations, and other ongoing requirements under the Kelvantis LSA. The Company should provide copies of any required notices, compliance certificates, or financial deliverables to Kelvantis in accordance with the terms of the Kelvantis LSA. The appropriate contact at Kelvantis is:

Theodore "Ted" Marsh Kelvantis Lending Corp. 350 Park Avenue, 18th Floor New York, NY 10022

Any future financings, incurrence of additional indebtedness, or other material corporate actions should be evaluated against the negative covenants and consent requirements contained in the Kelvantis LSA. We recommend that the Company flag for our review any anticipated transactions that may implicate the Kelvantis facility, and we will coordinate with Kelvantis's counsel as necessary.

4.9 409A Valuation

The Company's most recent independent valuation of its common stock for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, was prepared by Atlas Valuation Services, Inc. (contact: Martin Khoury) and is dated September 15, 2023 (the "Prior 409A Report"). The Prior 409A Report established a fair market value of $8.42 per common share as of the valuation date.

Given the completion of the $60,000,000 convertible note bridge financing and the associated economic terms — including, in particular, the $750,000,000 pre-money valuation cap — the Prior 409A Report may no longer be considered a reasonable and defensible indicator of the fair market value of the Company's common stock. The issuance of the Notes represents a significant capital event that may materially affect the Company's enterprise value and, consequently, the per-share fair market value of its common stock.

We recommend that the Company engage Atlas Valuation Services, Inc. (or another qualified independent valuation firm) to prepare an updated 409A valuation report reflecting the impact of the convertible note financing on the Company's capitalization. This updated valuation should be obtained prior to the granting of any new stock options or other equity-based compensation to employees, consultants, or directors to ensure that exercise prices are set at or above the current fair market value and to mitigate the risk of adverse tax consequences under Section 409A.

4.10 Cap Table Update

The Company should promptly update its capitalization table and related corporate records to reflect the $60,000,000 aggregate principal amount of convertible promissory notes now outstanding. While the Notes do not represent issued and outstanding equity securities at this time, they will convert into equity upon the occurrence of a Qualified Financing and should be reflected as contingent equity on the Company's fully diluted capitalization table for planning and disclosure purposes.

As of the Initial Closing, the Company's fully diluted share count is approximately 48,500,000 shares. Upon conversion of the Notes at the Valuation Cap price of approximately $15.46 per share (assuming no accrued interest for illustrative purposes), the Notes would convert into approximately 3,881,000 shares, subject to adjustment based on the actual amount of accrued and unpaid interest at the time of conversion.

We recommend that Marcus Tillman (VP, Corporate Development) and David Lindstrom (CFO) coordinate to ensure that the Company's capitalization records — including any cap table management software — are updated to reflect the Notes and their potential dilutive impact. An accurate and current cap table will be essential in connection with Series D planning, investor presentations, and ongoing corporate governance.

5. Planned Series D — Forward-Looking Considerations

As you are aware, the convertible note bridge financing was structured in anticipation of a planned Series D preferred stock equity round, which the Company is currently targeting for Q3–Q4 2024. The Notes were designed to provide the Company with interim capital to continue scaling its operations while the Series D is prepared and marketed.

The Qualified Financing threshold under the Notes is $80,000,000 in new equity capital (exclusive of any amounts converted under the Notes). Upon the closing of such a Qualified Financing, all outstanding principal and accrued and unpaid interest under the Notes will automatically convert into shares of the Series D Preferred Stock (or such other equity securities issued in the Qualified Financing) at the applicable conversion price described in Section 2.3 above.

As of the Final Closing on January 26, 2024, the Company's estimated post-bridge cash position is approximately $78,500,000, consisting of approximately $18,500,000 in pre-bridge cash on hand plus $60,000,000 in new proceeds from the convertible note financing. Based on the Company's current monthly cash burn rate of approximately $4,800,000 per month, this provides an implied cash runway of approximately 16.4 months, or through approximately June 2025, which provides meaningful cushion beyond the targeted Series D timeline.

Calderwood & Harkness LLP stands ready to assist the Company in all aspects of Series D preparation, including transaction structuring, term sheet negotiation, documentation (including the Series D Preferred Stock Purchase Agreement, Amended and Restated Certificate of Incorporation, and related ancillary agreements), investor due diligence coordination, and negotiations with existing and prospective investors. We recommend that the Company begin substantive planning for the Series D no later than Q2 2024 to allow adequate lead time for financial due diligence preparation, drafting and negotiation of definitive documents, and investor discussions. Early preparation will also allow the Company to address any corporate housekeeping matters — including the updated 409A valuation and cap table matters discussed above — well in advance of the Series D process.

6. Calderwood & Harkness LLP Fee Matters

As set forth in the Engagement Letter dated November 6, 2023, and the Engagement Letter Amendment dated December 1, 2023, the agreed-upon fee cap for Calderwood & Harkness LLP's representation of the Company in connection with the convertible note bridge financing engagement is $275,000, plus disbursements and out-of-pocket expenses. A retainer in the amount of $75,000 was received on November 15, 2023 and has been applied to fees billed to date.

Final invoicing for the convertible note financing matter (Matter No. 1009-00001) will be rendered promptly. Any questions regarding billing, fee allocation, or the application of the retainer should be directed to Howard Quinn, Billing Partner, at hquinn@calderwoodharkness.com or (212) 558-4215.

7. Closing Binder

A comprehensive closing binder containing executed copies of all transaction documents, ancillary certificates and deliverables, and related closing materials is currently being compiled by our office. The closing binder will include a detailed table of contents and document index for ease of reference and archival purposes.

We anticipate that the closing binder will be delivered under separate cover within approximately two (2) weeks of the date of this letter, or on or about February 13, 2024. The closing binder will be delivered in both hard copy (bound) and electronic format (via secure file transfer).

8. Closing Remarks

Once again, we extend our sincere congratulations to the Skybridge team on the successful completion of this financing. The $60,000,000 convertible note bridge provides the Company with the capital and operational runway necessary to continue scaling its payments orchestration and embedded lending platform as it prepares for the next phase of growth through the anticipated Series D equity round.

We are grateful for the opportunity to serve as the Company's outside counsel on this transaction and look forward to continuing to support Skybridge Fintech Ltd. as the Company navigates its next chapter. Should you have any questions regarding the post-closing obligations described in this letter, the status of any regulatory filings, or any aspect of Series D planning, please do not hesitate to contact either of the undersigned or the other members of the Calderwood & Harkness team identified below.

We remain at your disposal.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Victoria Chambers Partner Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Telephone: (212) 558-4050

Email: vchambers@calderwoodharkness.com

cc: (via email)

David Lindstrom, Chief Financial Officer, Skybridge Fintech Ltd. Marcus Tillman, Vice President, Corporate Development, Skybridge Fintech Ltd. Elena Vasquez, Chief Technology Officer & Co-Founder, Skybridge Fintech Ltd. Leonard Ashford, Of Counsel, Calderwood & Harkness LLP Nina Reyes, Senior Associate, Calderwood & Harkness LLP Howard Quinn, Billing Partner, Calderwood & Harkness LLP

Enclosures / Attachments:

Note: Closing Binder (Table of Contents and Index) to follow under separate cover.

Purchaser	Principal 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	Principal Amount
Beacon Hill Capital Partners, LLC	$5,000,000 (remaining commitment)
Northstar Innovation Fund II, L.P.	$10,000,000
Final Closing Total	$15,000,000
Purchaser	Commitment	Percentage
Ridgeline Ventures Fund IV, L.P.	$30,000,000	50.00%
Beacon Hill Capital Partners, LLC	$15,000,000	25.00%
Northstar Innovation Fund II, L.P.	$10,000,000	16.67%
Halcyon Growth Equity, L.P.	$5,000,000	8.33%
Total	$60,000,000	100.00%

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Counselors at Law
600 Lexington Avenue New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
January 30, 2024
VIA EMAIL AND OVERNIGHT COURIER
Arjun Mehta Chief Executive Officer & Co-Founder Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801
Priya Ramanathan General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801
Re: Closing Confirmation and Post-Closing Obligations — $60,000,000 Convertible Note Bridge Financing Matter No. 1009-00001
Dear Arjun and Priya:
1. Purpose and Congratulations
Calderwood & Harkness LLP is pleased to confirm the successful completion of the $60,000,000 convertible promissory note bridge financing by Skybridge Fintech Ltd. (the "Company"), consummated pursuant to the Note Purchase Agreement dated January 15, 2024 (the "NPA"), by and among the Company and the several Purchasers identified therein (collectively, the "Purchasers"). We extend our congratulations to the entire Skybridge team on bringing this important financing to a successful close.
The purpose of this letter is threefold: (i) to confirm the details surrounding the Initial Closing and the Final Closing; (ii) to provide a comprehensive summary of the completed transaction, including the executed transaction documents; and (iii) to set forth the outstanding post-closing obligations of the Company and recommend certain actions that should be undertaken promptly to ensure full compliance with the NPA, applicable law, and related agreements. Capitalized terms used but not defined herein have the meanings assigned to them in the NPA.
2. Summary of Closings
2.1 Initial Closing — January 15, 2024
The NPA was duly executed and delivered by the Company and the initial Purchasers on January 15, 2024. The Initial Closing occurred simultaneously on the same date, January 15, 2024 (the "Initial Closing"), following the satisfaction or waiver of all conditions precedent to the Initial Closing set forth in Article VI of the NPA.
At the Initial Closing, the Company received aggregate funds in the amount of $45,000,000 from the following Purchasers, in the respective amounts set forth below:
All funds received in connection with the Initial Closing were deposited into Granite Trust Company, N.A. Escrow Account No. 4401-7829-SBF (the "Escrow Account") and were subsequently released to the Company upon the satisfaction of all applicable closing conditions, pursuant to the joint escrow release instructions executed by the parties and the escrow agent dated January 15, 2024. Confirmation of the wire transfers and escrow release was received and documented in each case.
2.2 Final Closing — January 26, 2024
The Final Closing occurred on January 26, 2024 (the "Final Closing"), in accordance with Section 2.2 of the NPA, which permitted one or more additional closings within thirty (30) days following the Initial Closing. At the Final Closing, the Company received aggregate funds in the amount of $15,000,000 from the following Purchasers, in the respective amounts set forth below:
In connection with the Final Closing, Northstar Innovation Fund II, L.P. ("Northstar"), acting through its Managing Partner, Wei-Lin Chang, executed a Joinder Agreement dated January 26, 2024 (the "Joinder Agreement"), pursuant to which Northstar joined as a Purchaser under the NPA and became a party to all related transaction documents, including the Subordination Agreement, Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, and Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement. The Schedule of Purchasers attached to the NPA was amended and restated as of January 26, 2024 to reflect Northstar's participation and the completion of Beacon Hill Capital Partners, LLC's remaining commitment.
Escrow release instructions for the Final Closing were duly executed and delivered on January 26, 2024 and directed Granite Trust Company, N.A. to release the full $15,000,000 from the Escrow Account to the Company. We have confirmed that such release was effected on the date thereof.
2.3 Aggregate Transaction Summary
The following is a summary of the material economic terms of the convertible promissory notes issued in connection with the Initial Closing and the Final Closing (collectively, the "Notes"):
• Total Aggregate Principal Amount: $60,000,000
• Interest Rate: 6.00% per annum (600 basis points), calculated as simple interest on the basis of a 365-day year and the actual number of days elapsed.
• Maturity Date: January 15, 2026, being twenty-four (24) months from the date of the Initial Closing (the "Maturity Date"). Unless earlier converted or repaid in accordance with the terms of the Notes, all outstanding principal and accrued and unpaid interest shall become due and payable on the Maturity Date.
• Conversion Mechanics: The Notes provide for automatic conversion upon the closing of a Qualified Financing, defined as a bona fide equity financing raising at least $80,000,000 in new equity capital (exclusive of any amounts converted under the Notes). Upon such a Qualified Financing, all outstanding principal and accrued interest under the Notes shall automatically convert into shares of the equity securities issued in the Qualified Financing at a conversion price per share equal to the lower of:
(a) 80% of the Series D price per share (representing a 20% discount to the price paid by new investors in the Qualified Financing); or
(b) the price per share implied by a $750,000,000 pre-money valuation cap (the "Valuation Cap"), which, based on the Company's approximately 48,500,000 fully diluted shares outstanding as of the Initial Closing, implies a conversion price of approximately $15.46 per share.
• Change of Control Provision: In the event of a Change of Control (as defined in the Notes) prior to the conversion or maturity of the Notes, each holder shall be entitled to receive the greater of (i) 2.0x the outstanding principal amount of such holder's Note plus all accrued and unpaid interest thereon, or (ii) the amount such holder would have received had such holder's Note been converted immediately prior to the Change of Control at the Valuation Cap conversion price.
• Most Favored Nation (MFN) Provision: The Notes contain a Most Favored Nation provision whereby, if the Company issues any subsequent convertible promissory note, simple agreement for future equity (SAFE), or similar convertible instrument on terms more favorable to the holders thereof than the terms of the Notes (including, without limitation, a lower valuation cap, a greater conversion discount, or more favorable interest or other economic terms), the holders of the Notes shall have the right to adopt such more favorable terms on a prospective basis.
• Subordination: The Notes are subordinated in right of payment to the Company's existing indebtedness under the Kelvantis Lending Corp. $15,000,000 venture debt facility, pursuant to the Subordination Agreement dated January 15, 2024, executed by and among Kelvantis Lending Corp., the Purchasers, and the Company.
2.4 Final Purchaser Allocation Table
The final allocation of the Notes among the Purchasers, reflecting both the Initial Closing and the Final Closing, is set forth in the table below:
3. Executed Transaction Documents
We confirm that the following transaction documents were duly executed and delivered by the applicable parties in connection with the Initial Closing and/or the Final Closing, as indicated:
1. Note Purchase Agreement, dated January 15, 2024, by and among the Company and the Purchasers.
2. Convertible Promissory Notes issued to each Purchaser, in their respective principal amounts as set forth in Section 2.4 above (four Notes in total, reflecting the Initial Closing Notes and the Final Closing Notes, as applicable).
3. Schedule of Purchasers, as attached to the NPA (as amended and restated as of January 26, 2024 to reflect the Final Closing and the addition of Northstar Innovation Fund II, L.P.).
4. Company Disclosure Schedule, delivered by the Company to the Purchasers on January 14, 2024, in accordance with Section 3 of the NPA.
5. Subordination Agreement, dated January 15, 2024, by and among Kelvantis Lending Corp., the Purchasers, and the Company.
6. Amendment No. 1 to Amended and Restated Investors' Rights Agreement, dated January 15, 2024, by and among the Company and the investors party thereto.
7. Amendment No. 1 to Right of First Refusal and Co-Sale Agreement, dated January 15, 2024, by and among the Company, the Founders, and the investors party thereto.
8. Escrow Agreement, dated January 15, 2024, by and among the Company, the Purchasers, and Granite Trust Company, N.A., as escrow agent.
9. Joinder Agreement (Northstar Innovation Fund II, L.P.), dated January 26, 2024, pursuant to which Northstar joined as a Purchaser under the NPA and related transaction documents.
10. Unanimous Written Consent of the Board of Directors of Skybridge Fintech Ltd., dated January 10, 2024, authorizing the convertible note bridge financing, the execution of the NPA and related documents, and the issuance of the Notes.
11. Written Consent of Stockholders in Lieu of Special Meeting, dated January 12, 2024, approving the transactions contemplated by the NPA to the extent required under the Company's Certificate of Incorporation and the DGCL.
12. Secretary's Certificate, dated January 15, 2024, certifying the Company's Certificate of Incorporation, Bylaws, and resolutions authorizing the transactions.
13. Officer's Certificate — Representations & Warranties Bring-Down, dated January 15, 2024, certifying the accuracy of the Company's representations and warranties as of the Initial Closing.
14. Officer's Certificate — Use of Proceeds, dated January 15, 2024, certifying the intended uses of proceeds from the bridge financing in accordance with Section 5.14 of the NPA.
15. Good Standing Certificate from the Delaware Secretary of State, obtained January 11, 2024, certifying the Company's good standing under the laws of the State of Delaware.
16. Legal Opinion of Calderwood & Harkness LLP, dated January 15, 2024, delivered to the Purchasers in accordance with Section 6.1(f) of the NPA, addressing due organization, authorization, valid issuance, and non-contravention, among other customary matters.
17. Kelvantis Lending Corp. Lender Consent and Waiver Letter, received January 12, 2024, consenting to the convertible note bridge financing and waiving any applicable restrictions under the Loan and Security Agreement dated August 15, 2022 that would otherwise prohibit the issuance of the Notes.
A comprehensive closing binder, complete with a table of contents and index of all executed documents and ancillary materials, is currently being compiled by our office and will be delivered under separate cover (see Section 7 below).
4. Post-Closing Obligations
The following post-closing obligations require the Company's attention. We have indicated the status of each item to the extent known to us and have set forth recommended actions for the Company's review and prompt execution.
4.1 Section 228(e) Notice to Non-Consenting Stockholders
Pursuant to Section 228(e) of the Delaware General Corporation Law (the "DGCL"), the Company is required to provide prompt notice to those stockholders of the Company who did not execute or deliver the Written Consent of Stockholders in Lieu of Special Meeting dated January 12, 2024 (the "Stockholder Consent"). The Section 228(e) notice must inform such non-consenting stockholders that the corporate action approved by the Stockholder Consent has been taken without a meeting and without their vote.
Our office prepared the form of Section 228 Notice dated January 15, 2024 and delivered it to the Company for distribution. We request that the Company confirm whether this notice has been delivered to all non-consenting stockholders of record as of the record date for the Stockholder Consent. If the notice has not yet been delivered, the Company should arrange for its prompt distribution to all such stockholders. Delivery should be documented, and copies of all notices sent (together with evidence of delivery, such as certificates of mailing or delivery receipts) should be retained in the Company's corporate records.
4.2 SEC Form D Filings
The offering and sale of the Notes was conducted in reliance on the exemption from registration provided by Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). In connection therewith:
(a) An initial Form D was filed with the U.S. Securities and Exchange Commission (the "SEC") on January 16, 2024, reporting the offering of convertible promissory notes in the aggregate amount of $45,000,000 as of the Initial Closing and identifying the initial Purchasers.
(b) A Form D Amendment was filed with the SEC on January 29, 2024, updating the total offering amount to $60,000,000, reflecting the proceeds received at the Final Closing, and adding Northstar Innovation Fund II, L.P. as a purchaser.
The Company should retain copies of the filed forms and any SEC acknowledgment or confirmation of receipt in its corporate records. No further Form D filings are anticipated in connection with this transaction unless additional closings occur or the terms of the offering are materially amended.
4.3 State Blue Sky / Notice Filings
As detailed in the Blue Sky / State Notice Filings Memorandum dated January 18, 2024 prepared by Nina Reyes, Senior Associate at Calderwood & Harkness LLP, the Company is required to make state notice filings in connection with the convertible note offering in the following jurisdictions:
• Delaware — The Company's state of incorporation. Additionally, each of the Purchasers (Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and Halcyon Growth Equity, L.P.) is a Delaware-organized entity.
• Massachusetts — Ridgeline Ventures Fund IV, L.P. maintains its principal office at 800 Boylston Street, Boston, MA 02199.
• Illinois — Beacon Hill Capital Partners, LLC maintains its principal office at 222 West Adams Street, Chicago, IL 60606.
• California — Northstar Innovation Fund II, L.P. maintains its principal office at 555 California Street, San Francisco, CA 94104.
• Washington — Halcyon Growth Equity, L.P. maintains its principal office at 1201 Third Avenue, Seattle, WA 98101.
The Company should confirm the applicable filing deadlines in each jurisdiction. In most states, Regulation D notice filings must be made within fifteen (15) days after the first sale of securities in the state. Given that the Initial Closing occurred on January 15, 2024, the filing deadlines for the states in which Initial Closing Purchasers are located are approaching or may have passed; prompt action is essential. Nina Reyes is currently tracking the filing status for each jurisdiction and is available to assist the Company in preparing and submitting the required filings and any associated filing fees. Please contact Nina directly at nreyes@calderwoodharkness.com or (212) 558-4127 if you have any questions.
4.4 Investor-Counsel Fee Reimbursement
Pursuant to Section 5.12 of the NPA, the Company is obligated to reimburse the reasonable and documented legal fees and expenses of counsel to the lead Purchaser in connection with the negotiation, execution, and delivery of the transaction documents, in an amount not to exceed $125,000. The lead Purchaser's counsel is:
Whitfield, Pratt & Soo LLP One Federal Street, 26th Floor Boston, MA 02110
Attention: Graham Whitfield, Esq.
Whitfield, Pratt & Soo LLP served as investor counsel to Ridgeline Ventures Fund IV, L.P. and the broader investor syndicate in connection with this transaction. The Company should expect to receive an invoice from Whitfield, Pratt & Soo LLP in the near term and should arrange for prompt payment upon receipt, subject to review for reasonableness and compliance with the contractual cap. We recommend that payment be made within thirty (30) days of receipt of the invoice to maintain goodwill with the investor group.
4.5 Granite Trust Escrow Account Closure
Now that all funds deposited into Granite Trust Company, N.A. Escrow Account No. 4401-7829-SBF have been released to the Company in connection with the Initial Closing and the Final Closing, the Escrow Account should be formally closed. The Company should coordinate with Granite Trust Company, N.A. to effect the closure of the Escrow Account in accordance with the terms of the Escrow Agreement. The appropriate contact at Granite Trust is:
Angela Petrov Granite Trust Company, N.A. 100 Summer Street Boston, MA 02110
Additionally, the Company should confirm that the flat escrow fee of $7,500, which is borne by the Company pursuant to Section 4 of the Escrow Agreement, has been paid in full. If the fee has not yet been paid, the Company should arrange for prompt remittance to Granite Trust.
4.6 Ongoing Information Rights and Reporting Obligations
Under Amendment No. 1 to the Amended and Restated Investors' Rights Agreement dated January 15, 2024 (the "Amended IRA"), the Purchasers — including Northstar Innovation Fund II, L.P., which joined as a new investor pursuant to the Joinder Agreement — now hold information rights entitling them to receive, among other things, quarterly unaudited financial statements and annual audited financial statements of the Company.
The Company should ensure that its existing quarterly and annual financial reporting practices are updated to incorporate all four Purchasers as recipients of such reports. We understand that the Company's audited financial statements are prepared by Pinnacle Audit Group LLP (engagement partner: Lisa Johannsen). The Company should confirm with Pinnacle Audit Group LLP that the reporting cadence and scope of the annual audit meet the requirements set forth in the Amended IRA, including any specific formatting or content requirements for investor-facing financial reports. We recommend that the Company's finance team, led by David Lindstrom (CFO), establish a distribution list and internal calendar to ensure timely delivery of all required financial reports.
4.7 MFN Compliance
As noted in Section 2.3 above, the Notes contain a Most Favored Nation provision (Section 7 of each Note) that provides the holders with adjustment rights in the event the Company issues any subsequent convertible promissory note, SAFE, or similar convertible instrument on terms more favorable to the holders thereof than those contained in the Notes. This MFN provision remains in effect until the earlier of (i) the conversion of the Notes in connection with a Qualified Financing or (ii) the Maturity Date.
Given the breadth of the MFN provision, the Company should consult with counsel before issuing any additional convertible instruments — including convertible notes, SAFEs, or other securities with conversion features — to ensure that the terms of any such issuance do not trigger MFN adjustment rights or, if they do, that appropriate notice is provided to the holders and the necessary adjustments are made. We are available to assist with any such analysis.
4.8 Kelvantis Venture Debt — Ongoing Compliance
The Company's existing venture debt facility with Kelvantis Lending Corp. consists of a $15,000,000 term loan under the Loan and Security Agreement dated August 15, 2022 (the "Kelvantis LSA"), which matures on August 15, 2025. Although the consent and waiver of Kelvantis Lending Corp. was obtained in connection with the convertible note bridge financing (the Lender Consent and Waiver Letter was received on January 12, 2024), the consent and waiver is limited in scope to the transactions contemplated by the NPA and does not constitute a general waiver or amendment of any other provisions of the Kelvantis LSA.
Accordingly, the Company must continue to comply with all financial covenants, reporting obligations, and other ongoing requirements under the Kelvantis LSA. The Company should provide copies of any required notices, compliance certificates, or financial deliverables to Kelvantis in accordance with the terms of the Kelvantis LSA. The appropriate contact at Kelvantis is:
Theodore "Ted" Marsh Kelvantis Lending Corp. 350 Park Avenue, 18th Floor New York, NY 10022
Any future financings, incurrence of additional indebtedness, or other material corporate actions should be evaluated against the negative covenants and consent requirements contained in the Kelvantis LSA. We recommend that the Company flag for our review any anticipated transactions that may implicate the Kelvantis facility, and we will coordinate with Kelvantis's counsel as necessary.
4.9 409A Valuation
The Company's most recent independent valuation of its common stock for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, was prepared by Atlas Valuation Services, Inc. (contact: Martin Khoury) and is dated September 15, 2023 (the "Prior 409A Report"). The Prior 409A Report established a fair market value of $8.42 per common share as of the valuation date.
Given the completion of the $60,000,000 convertible note bridge financing and the associated economic terms — including, in particular, the $750,000,000 pre-money valuation cap — the Prior 409A Report may no longer be considered a reasonable and defensible indicator of the fair market value of the Company's common stock. The issuance of the Notes represents a significant capital event that may materially affect the Company's enterprise value and, consequently, the per-share fair market value of its common stock.
We recommend that the Company engage Atlas Valuation Services, Inc. (or another qualified independent valuation firm) to prepare an updated 409A valuation report reflecting the impact of the convertible note financing on the Company's capitalization. This updated valuation should be obtained prior to the granting of any new stock options or other equity-based compensation to employees, consultants, or directors to ensure that exercise prices are set at or above the current fair market value and to mitigate the risk of adverse tax consequences under Section 409A.
4.10 Cap Table Update
The Company should promptly update its capitalization table and related corporate records to reflect the $60,000,000 aggregate principal amount of convertible promissory notes now outstanding. While the Notes do not represent issued and outstanding equity securities at this time, they will convert into equity upon the occurrence of a Qualified Financing and should be reflected as contingent equity on the Company's fully diluted capitalization table for planning and disclosure purposes.
As of the Initial Closing, the Company's fully diluted share count is approximately 48,500,000 shares. Upon conversion of the Notes at the Valuation Cap price of approximately $15.46 per share (assuming no accrued interest for illustrative purposes), the Notes would convert into approximately 3,881,000 shares, subject to adjustment based on the actual amount of accrued and unpaid interest at the time of conversion.
We recommend that Marcus Tillman (VP, Corporate Development) and David Lindstrom (CFO) coordinate to ensure that the Company's capitalization records — including any cap table management software — are updated to reflect the Notes and their potential dilutive impact. An accurate and current cap table will be essential in connection with Series D planning, investor presentations, and ongoing corporate governance.
5. Planned Series D — Forward-Looking Considerations
As you are aware, the convertible note bridge financing was structured in anticipation of a planned Series D preferred stock equity round, which the Company is currently targeting for Q3–Q4 2024. The Notes were designed to provide the Company with interim capital to continue scaling its operations while the Series D is prepared and marketed.
The Qualified Financing threshold under the Notes is $80,000,000 in new equity capital (exclusive of any amounts converted under the Notes). Upon the closing of such a Qualified Financing, all outstanding principal and accrued and unpaid interest under the Notes will automatically convert into shares of the Series D Preferred Stock (or such other equity securities issued in the Qualified Financing) at the applicable conversion price described in Section 2.3 above.
As of the Final Closing on January 26, 2024, the Company's estimated post-bridge cash position is approximately $78,500,000, consisting of approximately $18,500,000 in pre-bridge cash on hand plus $60,000,000 in new proceeds from the convertible note financing. Based on the Company's current monthly cash burn rate of approximately $4,800,000 per month, this provides an implied cash runway of approximately 16.4 months, or through approximately June 2025, which provides meaningful cushion beyond the targeted Series D timeline.
Calderwood & Harkness LLP stands ready to assist the Company in all aspects of Series D preparation, including transaction structuring, term sheet negotiation, documentation (including the Series D Preferred Stock Purchase Agreement, Amended and Restated Certificate of Incorporation, and related ancillary agreements), investor due diligence coordination, and negotiations with existing and prospective investors. We recommend that the Company begin substantive planning for the Series D no later than Q2 2024 to allow adequate lead time for financial due diligence preparation, drafting and negotiation of definitive documents, and investor discussions. Early preparation will also allow the Company to address any corporate housekeeping matters — including the updated 409A valuation and cap table matters discussed above — well in advance of the Series D process.
6. Calderwood & Harkness LLP Fee Matters
As set forth in the Engagement Letter dated November 6, 2023, and the Engagement Letter Amendment dated December 1, 2023, the agreed-upon fee cap for Calderwood & Harkness LLP's representation of the Company in connection with the convertible note bridge financing engagement is $275,000, plus disbursements and out-of-pocket expenses. A retainer in the amount of $75,000 was received on November 15, 2023 and has been applied to fees billed to date.
Final invoicing for the convertible note financing matter (Matter No. 1009-00001) will be rendered promptly. Any questions regarding billing, fee allocation, or the application of the retainer should be directed to Howard Quinn, Billing Partner, at hquinn@calderwoodharkness.com or (212) 558-4215.
7. Closing Binder
A comprehensive closing binder containing executed copies of all transaction documents, ancillary certificates and deliverables, and related closing materials is currently being compiled by our office. The closing binder will include a detailed table of contents and document index for ease of reference and archival purposes.
We anticipate that the closing binder will be delivered under separate cover within approximately two (2) weeks of the date of this letter, or on or about February 13, 2024. The closing binder will be delivered in both hard copy (bound) and electronic format (via secure file transfer).
8. Closing Remarks
Once again, we extend our sincere congratulations to the Skybridge team on the successful completion of this financing. The $60,000,000 convertible note bridge provides the Company with the capital and operational runway necessary to continue scaling its payments orchestration and embedded lending platform as it prepares for the next phase of growth through the anticipated Series D equity round.
We are grateful for the opportunity to serve as the Company's outside counsel on this transaction and look forward to continuing to support Skybridge Fintech Ltd. as the Company navigates its next chapter. Should you have any questions regarding the post-closing obligations described in this letter, the status of any regulatory filings, or any aspect of Series D planning, please do not hesitate to contact either of the undersigned or the other members of the Calderwood & Harkness team identified below.
We remain at your disposal.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers Partner Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Telephone: (212) 558-4050
Email: vchambers@calderwoodharkness.com
cc: (via email)
David Lindstrom, Chief Financial Officer, Skybridge Fintech Ltd. Marcus Tillman, Vice President, Corporate Development, Skybridge Fintech Ltd. Elena Vasquez, Chief Technology Officer & Co-Founder, Skybridge Fintech Ltd. Leonard Ashford, Of Counsel, Calderwood & Harkness LLP Nina Reyes, Senior Associate, Calderwood & Harkness LLP Howard Quinn, Billing Partner, Calderwood & Harkness LLP
Enclosures / Attachments:
Note: Closing Binder (Table of Contents and Index) to follow under separate cover.
Purchaser | Principal 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 | Principal Amount
Beacon Hill Capital Partners, LLC | $5,000,000 (remaining commitment)
Northstar Innovation Fund II, L.P. | $10,000,000
Final Closing Total | $15,000,000
Purchaser | Commitment | Percentage
Ridgeline Ventures Fund IV, L.P. | $30,000,000 | 50.00%
Beacon Hill Capital Partners, LLC | $15,000,000 | 25.00%
Northstar Innovation Fund II, L.P. | $10,000,000 | 16.67%
Halcyon Growth Equity, L.P. | $5,000,000 | 8.33%
Total | $60,000,000 | 100.00%

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