1009-00001 · Skybridge Fintech Ltd · Diligence

due-diligence-request-list.docx DOCUMENT Funds

36 / 74 ← → ✕

Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP Attorneys at Law

600 Lexington Avenue New York, NY 10022 Telephone: (212) 555-7800 Facsimile: (212) 555-7801 www.calderwoodharkness.com

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT

November 13, 2023

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

CC: Arjun Mehta, CEO & Co-Founder David Lindstrom, CFO Marcus Tillman, VP, Corporate Development

FROM: Leonard Ashford, Of Counsel, Emerging Companies & Venture Capital Nina Reyes, Senior Associate, Emerging Companies & Venture Capital

RE: Due Diligence Request List — $60,000,000 Convertible Note Bridge Financing

Matter No.: 1009-00001

Dear Priya:

In connection with the proposed $60,000,000 convertible promissory note bridge financing (the "Bridge Financing") by Skybridge Fintech Ltd. (the "Company") to an investor syndicate led by Ridgeline Ventures Fund IV, L.P. (together with the other investors participating in the Bridge Financing, the "Purchasers"), Calderwood & Harkness LLP ("C&H" or "Company Counsel") requests that the Company produce the documents and information set forth below in order to facilitate our due diligence review of the Company and its business, operations, financial condition, and legal affairs.

This request list is being provided to enable preparation of the Note Purchase Agreement (the "NPA"), the Company's disclosure schedules and related exhibits, representations and warranties, the legal opinion to be delivered by Company Counsel at closing, and all related transaction documents contemplated in connection with the Bridge Financing. As you are aware, the Bridge Financing is intended to provide operating runway through the Company's anticipated Series D preferred stock equity financing round, which is currently targeted for the third or fourth quarter of 2024. The thoroughness and accuracy of the materials produced in response to this request list will be critical to the drafting and negotiation of the NPA and related instruments.

Please note that investor counsel, Whitfield, Pratt & Soo LLP (attention: Graham Whitfield, Esq.), may submit a separate or supplemental due diligence request list on behalf of the Purchasers. This request list addresses Company Counsel's needs in the first instance and is designed to enable us to prepare the transaction documents, conduct our independent legal review, and anticipate issues that may arise during investor-side diligence.

We request that all responsive materials be uploaded to the designated virtual data room (the "VDR"), organized by category and numbered section as outlined below. To the extent that documents have been previously uploaded to a data room maintained in connection with prior financing rounds, please confirm whether such documents remain current and accurate or provide updated versions as appropriate. Supplemental requests may follow as our review progresses and as we identify areas requiring additional information or clarification.

Please provide all items as promptly as practicable, and in any event within ten (10) business days of the date hereof (i.e., by November 27, 2023), to support the target timeline for signing and closing of the Bridge Financing. Timely production of the requested materials is essential to maintaining the transaction timeline discussed with the Company's management team and the lead investor.

Should you or any member of the Company's management team have questions regarding any of the items listed below, please do not hesitate to contact Leonard Ashford (lashford@calderwoodharkness.com; (212) 555-7812) or Nina Reyes (nreyes@calderwoodharkness.com; (212) 555-7834) directly.

DUE DILIGENCE REQUEST LIST

SKYBRIDGE FINTECH LTD.

$60,000,000 CONVERTIBLE NOTE BRIDGE FINANCING

November 13, 2023

I. Corporate Organization and Good Standing

Please provide the following documents and information relating to the Company's corporate organization, formation, and good standing:

1. The Company's Certificate of Incorporation, as amended and/or restated, including all certificates of amendment, certificates of designation, and certificates of merger filed with the Delaware Secretary of State from the date of original incorporation to the present. For the avoidance of doubt, we request the current Amended and Restated Certificate of Incorporation in its entirety, together with any prior versions that remain relevant to the capital structure or governance of the Company.

2. The Company's Bylaws, as amended and/or restated, in their current form, together with any prior versions that have been superseded.

3. A Certificate of Good Standing (or equivalent certificate of status or legal existence) from the Delaware Secretary of State, dated as recently as practicable. We understand the Company's Delaware file number to be 6384291. If a certificate has been obtained within the past thirty (30) days, a copy of such certificate will be sufficient; otherwise, we request that a current certificate be ordered.

4. Certificates of qualification or registration to do business as a foreign corporation in each state or jurisdiction where the Company is so qualified or registered, together with corresponding certificates of good standing (or certificates of status, certificates of authorization, or equivalent) from the Secretary of State or similar authority of each such jurisdiction.

5. Minutes of all meetings of the Board of Directors of the Company and of any committees of the Board of Directors (including, without limitation, the Audit Committee, Compensation Committee, and any special committees formed for any purpose) for the past three (3) years (from January 1, 2021 through the present), including all unanimous written consents of the Board of Directors in lieu of meetings adopted during such period.

6. Minutes of all meetings of the stockholders of the Company and all written consents of the stockholders in lieu of meetings for the past three (3) years (from January 1, 2021 through the present).

7. A current organizational chart showing all subsidiaries (whether wholly-owned or partially-owned), parent entities, and affiliated entities of the Company, if any, including for each such entity: (a) its legal name, (b) its jurisdiction of formation or incorporation, (c) the Company's direct or indirect ownership percentage, and (d) the nature of its business or purpose.

8. A list of all jurisdictions in which the Company is qualified to do business or in which it has operations, employees, independent contractors, or agents, including an indication of whether the Company has a physical office, data center, or other facility in each such jurisdiction.

9. A current list of all directors and officers of the Company, including each individual's full legal name, title or office held, date of initial appointment or election, term of service (if applicable), and committee memberships (if applicable).

10. Copies of any management agreements, operating agreements, or similar agreements to which the Company is a party or by which it is bound, including any agreements with management companies, administrative services providers, or shared services arrangements.

11. Copies of any joint venture agreements, partnership agreements, strategic alliance agreements, or similar arrangements to which the Company is a party, including any term sheets, memoranda of understanding, or letters of intent relating to proposed joint ventures or strategic partnerships.

II. Capitalization

Please provide the following documents and information relating to the Company's capitalization, equity securities, and equity-related agreements:

1. A current capitalization table showing all outstanding shares of capital stock of the Company (both common stock and each series of preferred stock), presented on both an issued-and-outstanding basis and a fully diluted basis, and identifying for each stockholder: (a) the name of the holder, (b) the class and series of capital stock held, (c) the number of shares held, and (d) the percentage ownership on both an issued-and-outstanding and fully diluted basis. We understand the Company to have approximately 48,500,000 shares outstanding on a fully diluted basis; please confirm or correct this figure.

2. Copies of all equity incentive plans adopted by the Company, including stock option plans, restricted stock plans, restricted stock unit ("RSU") plans, stock appreciation rights plans, and employee stock purchase plans, together with all amendments thereto and all forms of award agreements used thereunder. For each plan, please provide a summary showing: (a) the total number of shares authorized for issuance, (b) the number of shares subject to outstanding awards (by type of award), (c) the number of shares that have been exercised or settled, (d) the number of shares that have been forfeited or cancelled, and (e) the number of shares remaining available for future grant.

3. A schedule of all outstanding options, warrants, convertible securities, and other rights to acquire capital stock of the Company (whether arising under an equity incentive plan or otherwise), including for each such instrument: (a) the name of the holder, (b) the type of instrument (e.g., option, warrant, convertible note, SAFE), (c) the grant or issuance date, (d) the exercise or conversion price, (e) the vesting schedule (including any acceleration provisions), (f) the expiration date, and (g) the number of shares of capital stock issuable upon exercise or conversion.

4. The most recent independent valuation report prepared for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). We understand this to be the report dated September 15, 2023, prepared by Atlas Valuation Services, Inc., reflecting a fair market value of $8.42 per share of the Company's common stock. Please provide the full report, including all schedules, exhibits, assumptions, and supporting documentation.

5. All stock purchase agreements, subscription agreements, investors' rights agreements, and related transaction documents executed in connection with each prior round of equity financing of the Company, including without limitation:

(a) Series A Preferred Stock Financing — All transaction documents relating to the Company's Series A preferred stock financing led by Crestpoint Seed Partners, L.P., including the Series A Stock Purchase Agreement, Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, Voting Agreement, and any related certificates of designation or amendments to the Certificate of Incorporation;

(b) Series B Preferred Stock Financing — All transaction documents relating to the Company's Series B preferred stock financing led by Halcyon Growth Equity, L.P., including the Series B Stock Purchase Agreement and all related ancillary agreements;

(c) Series C Preferred Stock Financing — All transaction documents relating to the Company's Series C preferred stock financing led by Ridgeline Ventures Fund III, L.P. and Beacon Hill Capital Partners, LLC, which we understand was closed in July 2021 at a post-money valuation of approximately $620,000,000, including the Series C Stock Purchase Agreement and all related ancillary agreements.

6. The current Amended and Restated Investors' Rights Agreement, together with all amendments, joinders, and waivers thereto.

7. The current Right of First Refusal and Co-Sale Agreement, together with all amendments, joinders, and waivers thereto.

8. The current Voting Agreement, together with all amendments, joinders, and waivers thereto.

9. Any other stockholders' agreements, registration rights agreements, investor side letters, or similar agreements not otherwise captured in items 6 through 8 above.

10. A schedule identifying all preemptive rights, rights of first refusal, anti-dilution rights (whether weighted average or full ratchet), pro rata participation rights, pay-to-play provisions, or similar rights held by existing stockholders of the Company, including a reference to the specific agreement and section granting each such right. Please also identify any such rights that may be triggered by the issuance of the convertible notes in the Bridge Financing or by a subsequent qualified financing or conversion event.

11. Copies of any Simple Agreements for Future Equity ("SAFEs"), convertible promissory notes, or other convertible instruments currently outstanding, including all terms, conditions, valuation caps, discount rates, and conversion mechanics applicable thereto.

12. Copies of all elections under Section 83(b) of the Code filed by founders, officers, employees, or other service providers of the Company in connection with the receipt of restricted stock or other property subject to a substantial risk of forfeiture, together with evidence of timely filing with the Internal Revenue Service.

13. Any agreements or instruments relating to transfer restrictions on outstanding securities of the Company, beyond those contained in the standard provisions of the Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, or applicable equity incentive plan documents, including any lock-up agreements, market standoff agreements, or secondary sale restrictions.

III. Debt and Credit Facilities

Please provide the following documents and information relating to the Company's outstanding indebtedness and credit arrangements:

1. Copies of all loan agreements, credit facility agreements, promissory notes, guarantees (whether by the Company or by any subsidiary or affiliate of the Company), letters of credit, and all other evidence of indebtedness, together with all amendments, supplements, restatements, modifications, waivers, forbearance agreements, and side letters relating thereto. We specifically request the following:

(a) The Loan and Security Agreement, dated as of August 15, 2022, by and between Kelvantis Lending Corp. ("Kelvantis"), as lender, and Skybridge Fintech Ltd., as borrower, pursuant to which a $15,000,000 venture debt facility was established (the "Kelvantis Facility"), with a stated maturity date of August 15, 2025, together with all amendments, schedules, exhibits, annexes, intellectual property security agreements, side letters, warrant agreements, and any other documents executed in connection therewith.

2. A schedule of all outstanding indebtedness of the Company as of the most recent practicable date (and in any event as of a date no earlier than October 31, 2023), including for each obligation: (a) the identity of the lender or creditor, (b) the principal amount outstanding, (c) the applicable interest rate (and whether fixed or variable), (d) the maturity or repayment date, (e) the amortization schedule (if applicable), (f) a description of any security interests, liens, or collateral, and (g) a summary of any material covenants (financial or otherwise).

3. Copies of all security agreements, pledge agreements, intellectual property security agreements, deeds of trust, mortgages, and UCC-1 financing statements filed by or against the Company in any jurisdiction, together with any UCC-3 amendments or continuation statements.

4. Copies of all subordination agreements, intercreditor agreements, or priority agreements currently in effect between or among the Company and its creditors.

5. All correspondence, notices, and communications with lenders or creditors regarding compliance with loan covenants, events of default (actual or potential), waivers of defaults, or amendments to the terms of any credit facility, in each case within the past two (2) years (from November 2021 through the present).

6. Evidence of compliance with all financial covenants under existing credit facilities as of the most recent measurement date, including the most recent compliance certificate delivered by the Company to Kelvantis Lending Corp. pursuant to the terms of the Kelvantis Facility. Please also confirm whether the Company is currently in compliance with all financial and non-financial covenants under the Kelvantis Facility and identify any covenants that the Company anticipates may be at risk of non-compliance.

7. Copies of any letters of credit, surety bonds, performance bonds, bid bonds, or other contingent obligations issued for the account of the Company or to which the Company is a party.

IV. Financial Information

Please provide the following financial documents and information:

1. Audited financial statements of the Company for the fiscal years ended December 31, 2021 and December 31, 2022, as prepared or audited by Pinnacle Audit Group LLP (engagement partner: Lisa Johannsen, CPA), including balance sheets, statements of operations, statements of stockholders' equity (deficit), statements of cash flows, and all notes to the financial statements, together with the independent auditor's reports thereon.

2. Reviewed (or, if reviewed financial statements are not available, unaudited) financial statements of the Company for the quarterly period ended September 30, 2023, as reviewed by Pinnacle Audit Group LLP, including balance sheets, statements of operations, and statements of cash flows.

3. The most recent unaudited monthly financial statements and management reports (including, to the extent available, monthly income statements, balance sheets, and cash flow reports), for each month during the fiscal year ended December 31, 2023 for which such statements are available.

4. The Company's current annual operating budget (for fiscal year 2023 and, if available, fiscal year 2024), together with any board-approved financial projections, forecasts, long-range financial plans, or business plans prepared by or for the Company.

5. A summary of key financial and operating metrics, including the most recently available figures for each of the following:

(a) Annual Recurring Revenue (ARR) — We understand the Company's ARR to be approximately $78,000,000 as of the third quarter of 2023. Please confirm or correct this figure and provide a historical ARR trend (quarterly, from Q1 2022 through Q3 2023).

(b) Annualized Gross Payment Volume (GPV) — We understand the Company's annualized GPV to be approximately $4.2 billion. Please confirm or correct this figure and provide supporting data.

(c) Net Revenue Retention Rate — We understand the Company's net revenue retention rate to be approximately 128%. Please confirm or correct this figure and describe the methodology used to calculate this metric.

(d) Monthly Cash Burn Rate — We understand the Company's average monthly cash burn rate to be approximately $4.8 million. Please confirm or correct this figure and provide a monthly cash burn trend for the past twelve (12) months.

(e) Cash on Hand — We understand the Company to have approximately $18.5 million in cash and cash equivalents as of the most recent practicable date. Please confirm or correct this figure and provide a statement of cash position as of the most recent available date.

6. A schedule of deferred revenue as of the most recent available date, including a breakdown by customer or customer category, if applicable.

7. Copies of any management letters, internal control deficiency letters, or other written communications from the Company's independent auditors (Pinnacle Audit Group LLP) to the Company's management or Board of Directors during the past three (3) years, including any communications relating to significant deficiencies or material weaknesses in internal controls.

8. Copies of the Company's most recent federal and state income tax returns for the past two (2) fiscal years (fiscal years ended December 31, 2021 and December 31, 2022), together with any schedules, elections, and attachments thereto. Please also identify and describe any pending tax examinations, assessments, deficiency notices, or disputes with any federal, state, local, or foreign taxing authority.

9. A description of any pending or threatened tax audits, inquiries, examinations, or investigations by the Internal Revenue Service or any state or local taxing authority, including the tax year(s) under review and the nature and status of such audit or inquiry.

10. A schedule of all intercompany transactions between the Company and any subsidiary, affiliate, or related party, if applicable, including a description of the nature, amount, and terms of each such transaction and the basis for the pricing thereof.

V. Material Contracts

Please provide the following documents and information relating to the Company's material contractual relationships:

1. A schedule of, and copies of, all contracts that the Company considers material to its business, operations, financial condition, or prospects, including without limitation:

(a) All customer agreements, master services agreements, subscription agreements, and similar agreements with annual contract values in excess of $250,000, or that are otherwise material to the Company's revenue or business;

(b) All vendor, supplier, and service provider agreements with annual payments or commitments in excess of $100,000, including agreements for cloud hosting, infrastructure, software development tools, data services, telecommunications, and professional services;

(c) All partnership agreements, referral agreements, distribution agreements, reseller agreements, channel agreements, and similar commercial arrangements;

(d) All payment processor agreements, acquiring bank agreements, sponsorship agreements, and similar agreements relating to the Company's payment processing infrastructure, including any agreements with card networks (Visa, Hollowell Partners LLC, etc.) or payment scheme participants.

2. All agreements containing change-of-control provisions, anti-assignment provisions, or consent requirements that may be triggered by the consummation of the convertible note financing contemplated hereby, or by a subsequent qualified financing, conversion of the convertible notes into equity securities, or a Series D preferred stock financing round. Please identify the specific provision in each agreement that may be triggered and describe the nature of the restriction or consent requirement.

3. All agreements containing most-favored-nation ("MFN") provisions, exclusivity provisions, non-compete covenants, non-solicitation covenants, or similar restrictive provisions, including any agreements that limit the Company's ability to engage in any line of business or to compete in any geographic area or market.

4. All agreements, arrangements, and transactions between the Company, on the one hand, and any director, officer, founder, employee, or stockholder of the Company (or any affiliate or family member of any such person), on the other hand, including any related-party agreements, management services agreements, consulting agreements, or loans.

5. All leases for real property (including office space, co-working space, and data center facilities) and all leases for equipment, in each case currently in effect, together with all amendments, renewals, extensions, and supplements thereto, and a description of any lease negotiations currently pending or contemplated.

6. Copies of any contracts entered into by the Company outside the ordinary course of business within the past twelve (12) months, including any contracts involving unusual terms, material commitments, or significant financial exposure.

7. Copies of any contracts providing for aggregate future payments or receipts in excess of $500,000, whether payable or receivable by the Company in a single installment or over the term of the contract.

VI. Intellectual Property

Please provide the following documents and information relating to the Company's intellectual property portfolio. Note: IP diligence will be primarily handled by Peter Vassiliev (Lead Associate, IP) and Wendy Schultz (Working Associate, IP) at Calderwood & Harkness LLP, pursuant to the engagement letter amendment dated October 20, 2023, expanding the scope of our engagement to include IP due diligence. IP-specific questions may be directed to Peter Vassiliev (pvassiliev@calderwoodharkness.com).

1. A schedule of all patents and patent applications (including provisional applications) owned by, assigned to, or filed in the name of the Company, including for each: (a) the title of the patent or application, (b) the patent or application number, (c) the filing date, (d) the jurisdiction of filing, (e) the current status (pending, issued, abandoned, expired), (f) the named inventor(s), and (g) any maintenance fee or annuity obligations. Please also provide a schedule of all invention disclosures that have not yet been filed as patent applications, together with the Company's assessment of whether such disclosures merit patent protection.

2. A schedule of all trademarks, service marks, and trade names (whether registered or unregistered) owned, used, or claimed by the Company, including for each registered mark: (a) the mark, (b) the registration or application number, (c) the filing and registration dates, (d) the jurisdiction of registration, (e) the goods and services covered, and (f) the current status.

3. A schedule of all registered copyrights and copyright applications owned by or filed in the name of the Company, including the registration number, title of work, date of registration, and jurisdiction.

4. A schedule of all domain names owned, registered, or controlled by the Company, including the registrar, registration date, and expiration date for each domain.

5. Copies of all intellectual property assignment agreements executed by the Company's co-founders (Arjun Mehta and Elena Vasquez), employees, and independent contractors, including Confidential Information and Invention Assignment Agreements ("CIIAAs") or similar agreements. Please organize these agreements by category (founders, employees, contractors) and identify the date of execution for each.

6. Identification of any gaps or deficiencies in the Company's intellectual property assignment chain, including any former or current employees, contractors, consultants, or other service providers who contributed to the development of the Company's technology or products but did not execute an IP assignment agreement, a CIIAA, or an equivalent agreement. For each such individual, please provide: (a) the individual's name and role, (b) the nature and scope of their contributions, (c) the dates of their engagement, and (d) a description of any remedial efforts taken or contemplated.

7. Copies of all intellectual property licenses, whether inbound (licenses granted to the Company by third parties) or outbound (licenses granted by the Company to third parties), including any software licenses, technology licenses, trademark licenses, patent licenses, and data licenses. For inbound licenses, please identify whether the license is exclusive or non-exclusive, the scope of licensed rights, any restrictions on use or sublicensing, and the term and termination provisions.

8. A summary of all open-source software components incorporated into, linked with, or distributed as part of the Company's payments orchestration and embedded lending platform, including for each component: (a) the name and version of the open-source software, (b) the applicable open-source license (e.g., GNU General Public License ("GPL"), GNU Lesser General Public License ("LGPL"), MIT License, Apache License 2.0, BSD License, Mozilla Public License, or other), (c) the manner in which the open-source component is used (e.g., dynamically linked, statically linked, modified, distributed), and (d) an assessment of whether the use of such component imposes copyleft or reciprocal licensing obligations on the Company's proprietary code.

9. Any opinions of counsel relating to intellectual property matters, including freedom-to-operate opinions, patentability opinions, non-infringement opinions, and invalidity opinions.

10. Copies of all cease-and-desist letters, infringement claims, or other written assertions of intellectual property rights, whether sent by the Company to third parties or received by the Company from third parties, together with a description of any pending or threatened intellectual property litigation, opposition proceedings, inter partes review proceedings, or other IP disputes.

11. A description of all material trade secret protection measures and policies implemented by the Company, including access controls, confidentiality protocols, information security policies, and employee training related to the protection of trade secrets and proprietary information.

12. A description of the key proprietary technology underlying the Company's cloud-based payments orchestration and embedded lending platform, including a high-level technical overview of the platform's architecture, key differentiating features, and the Company's competitive moat. This description need not disclose trade secrets or proprietary algorithms but should be sufficient to enable Company Counsel and IP counsel to evaluate the Company's representations regarding ownership and non-infringement.

VII. Regulatory and Compliance

Please provide the following documents and information relating to the Company's regulatory status, licenses, and compliance programs:

1. A schedule of all governmental and regulatory licenses, permits, approvals, registrations, and authorizations held by the Company, including without limitation:

(a) All money transmission licenses, money services business registrations, or similar licenses held in each state or jurisdiction where the Company is licensed or registered to engage in money transmission or payment services activities. Please provide a state-by-state listing identifying the license number, issuing authority, date of issuance, date of last renewal, and current status for each such license;

(b) Any payment facilitator ("PayFac") registrations or certifications held by the Company with any card network (e.g., Visa, Hollowell Partners LLC) or acquiring bank;

(c) Any other financial services licenses, registrations, or certifications held by the Company, including any lending licenses, broker-dealer registrations, or registrations with the Financial Crimes Enforcement Network ("FinCEN").

2. A schedule of all pending applications for governmental or regulatory licenses, permits, approvals, or registrations, including the jurisdiction, type of license, date of application, and current status of each application.

3. Copies of all material correspondence, notices, reports, and communications sent to or received from federal and state regulators, including banking regulators (e.g., state banking departments, the Office of the Comptroller of the Currency, the Consumer Financial Protection Bureau), financial services regulators (e.g., FinCEN, state money transmission regulators), and any other governmental authorities, within the past three (3) years (from November 2020 through the present).

4. A description of the Company's compliance program, including the Company's policies and procedures relating to anti-money laundering ("AML") compliance, know-your-customer ("KYC") verification, the Bank Secrecy Act ("BSA"), the USA PATRIOT Act, and sanctions compliance (OFAC). Please identify the Company's designated BSA/AML compliance officer, describe the Company's suspicious activity reporting procedures, and provide copies of the Company's written AML/KYC/BSA compliance policies.

5. A description of any pending or threatened regulatory investigations, examinations, enforcement actions, cease-and-desist orders, consent orders, civil money penalties, or other regulatory proceedings involving the Company, including the identity of the governmental authority, the nature and scope of the investigation or proceeding, and the current status.

6. Copies of any government contracts, government subcontracts, or agreements with governmental entities to which the Company is a party.

7. Copies of the Company's privacy policies (as published on the Company's website and/or mobile applications), all data processing agreements to which the Company is a party (whether as controller or processor), and any data protection impact assessments or privacy impact assessments prepared by or for the Company.

8. A description of the Company's compliance with applicable data protection and privacy laws and regulations, including the California Consumer Privacy Act ("CCPA") as amended by the California Privacy Rights Act ("CPRA"), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, and any other state privacy laws applicable to the Company's operations. If the Company processes personal data of individuals located outside the United States, please describe compliance with applicable international data protection laws, including the European Union General Data Protection Regulation ("GDPR"), if applicable.

9. Copies of the Company's most recent Payment Card Industry Data Security Standard ("PCI-DSS") compliance certifications, attestations of compliance, and the most recent Report on Compliance ("ROC") or Self-Assessment Questionnaire ("SAQ"), as applicable, together with any remediation plans relating to identified deficiencies.

10. Copies of any System and Organization Controls ("SOC") reports prepared for the Company, including SOC 1 reports (Type I or Type II) and SOC 2 reports (Type I or Type II), together with any bridge letters or management assertions relating thereto.

VIII. Litigation and Disputes

Please provide the following documents and information relating to litigation, disputes, and legal proceedings involving the Company:

1. A schedule of all pending or threatened litigation, arbitration, mediation, or administrative proceedings involving the Company, whether the Company is a plaintiff, defendant, claimant, respondent, third-party defendant, or otherwise. For each such proceeding, please provide:

(a) The case name, court or tribunal, and docket or case number;

(b) The date the proceeding was filed or, in the case of threatened proceedings, the date of the threat or demand;

(d) The relief sought (including the amount of damages claimed, if applicable);

(e) The current status of the proceeding (e.g., discovery, motion practice, trial date set, stayed, settled);

(f) The Company's estimated exposure or range of reasonably possible loss, or a statement that such estimate cannot be made.

2. A schedule of all litigation, arbitration, or proceedings settled or resolved within the past three (3) years (from November 2020 through the present), together with copies of all settlement agreements, releases, consent decrees, and similar documents executed in connection therewith.

3. A description of any outstanding judgments, decrees, injunctions, orders, or awards against the Company, including any court orders or arbitration awards that impose ongoing obligations on the Company.

4. Copies of all demand letters, cease-and-desist letters, subpoenas, civil investigative demands, or other pre-litigation or pre-arbitration correspondence received by or sent by the Company within the past three (3) years.

5. A description of any internal investigations, whether completed or ongoing, including the nature and scope of the investigation, the date initiated, the identity of counsel conducting the investigation (if external counsel was engaged), and the findings or current status.

6. Copies of all litigation hold notices issued by the Company within the past three (3) years, together with a description of the Company's document preservation policies and practices.

IX. Employees and Benefits

Please provide the following documents and information relating to the Company's employees, independent contractors, and employee benefit plans:

1. The Company's total current headcount, broken down by full-time employees, part-time employees, and independent contractors. We understand the Company to have approximately 310 full-time equivalent employees ("FTEs") as of the date hereof; please confirm or correct this figure.

2. A list of all current employees organized by department (e.g., Engineering, Product, Sales, Marketing, Finance, Legal, Operations, Customer Success), including each employee's title, start date, work location (city and state), and full-time or part-time status.

3. A schedule of all officers of the Company, including current base salary, target bonus (and actual bonus paid for the most recent fiscal year), equity compensation (including outstanding option and RSU grants and applicable vesting schedules), and any other compensation or benefits not generally available to other employees.

4. Copies of all employment agreements, executive employment agreements, offer letters, and consulting or independent contractor agreements for each of the Company's executive officers and key employees, including without limitation: Arjun Mehta (CEO & Co-Founder), Elena Vasquez (CTO & Co-Founder), David Lindstrom (CFO), Priya Ramanathan (General Counsel), and Marcus Tillman (VP, Corporate Development).

5. Copies of the Company's current employee handbook(s) and all personnel policy manuals, codes of conduct, and workplace policies applicable to the Company's employees.

6. Copies of all non-competition agreements, non-solicitation agreements, and confidentiality or nondisclosure agreements entered into with employees and independent contractors of the Company, to the extent not already covered by the CIIAAs requested in Section VI.5 above.

7. A summary of all employee benefit plans, programs, and arrangements maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of its employees, including:

(a) Group health, dental, vision, life, and disability insurance plans, including a description of coverage levels, employee contribution requirements, and the identity of the insurance carrier or plan administrator;

(b) Any 401(k) plans, profit-sharing plans, pension plans, or other retirement plans, including any employer matching contribution formula;

(c) Any deferred compensation plans or arrangements (including any plans subject to Section 409A of the Code), supplemental executive retirement plans, or similar arrangements.

8. A schedule of all pending or threatened employment-related claims, charges, complaints, or disputes, including any claims filed with the Equal Employment Opportunity Commission ("EEOC"), state civil rights agencies, state labor departments, or wage-and-hour divisions, and any claims relating to wrongful termination, discrimination, harassment, retaliation, or breach of employment agreement.

9. A schedule of all workers' compensation claims filed by employees of the Company within the past three (3) years, including the date of claim, nature of injury or incident, and current status.

10. A description of any labor union agreements, collective bargaining agreements, or labor organizing activity involving any employees of the Company, including any petitions for representation, unfair labor practice charges, or similar proceedings.

11. A description of any recent or planned reductions in force, layoffs, furloughs, or similar workforce restructuring actions, including any actions taken within the past twelve (12) months or currently under consideration.

12. Copies of any severance plans, severance agreements, or severance policies applicable to the Company's employees, including any individual severance arrangements with executive officers.

13. A description of any change-of-control provisions, retention bonus arrangements, transaction bonus arrangements, stay bonuses, or similar arrangements with any employees or officers of the Company that may be triggered by the consummation of the Bridge Financing, a conversion event, or a subsequent change-of-control transaction.

14. A description of the immigration or visa status of any key employees who require work authorization or visa sponsorship to remain employed by the Company in the United States, including the type of visa held, the expiration date, and any pending applications for extension or change of status, if applicable.

X. Insurance

Please provide the following documents and information relating to the Company's insurance coverage:

1. A schedule of all insurance policies currently in force and maintained by or on behalf of the Company, including:

(a) Directors' and officers' liability insurance ("D&O");

(b) Errors and omissions insurance ("E&O") or professional liability insurance;

(d) Commercial general liability insurance;

(e) Property insurance (covering the Company's tangible assets, equipment, and leasehold improvements);

(f) Workers' compensation insurance;

(g) Key person life insurance;

(h) Employment practices liability insurance ("EPLI");

(i) Crime insurance, fidelity bonds, and any financial institution bonds.

2. For each insurance policy listed in response to item 1 above, please provide the following information: (a) the name of the insurance carrier, (b) the policy number, (c) the coverage limits (per occurrence and aggregate), (d) the deductible or self-insured retention amount, (e) the annual premium, (f) the policy period (inception and expiration dates), and (g) a description of any material endorsements, exclusions, or sublimits.

3. A schedule of all claims made under any insurance policy of the Company within the past three (3) years, including a description of the nature of each claim, the date of the claim, the amount paid or reserved, and the current status.

4. A description of any pending insurance claims or notices of claim submitted by the Company under any insurance policy, including the nature of the claim, the carrier's response (if any), and the status of the claim.

5. A description of any insurance policies that have been cancelled, non-renewed, or materially modified (including any reduction in coverage limits or increase in deductibles) within the past three (3) years, together with an explanation of the circumstances giving rise to such cancellation, non-renewal, or modification.

XI. Environmental and Real Property

Please provide the following documents and information relating to the Company's real property interests and environmental compliance:

1. A schedule of all real property owned or leased by the Company, including the address, square footage, nature of use (e.g., corporate office, satellite office, data center, co-working space), and the term of any applicable lease.

2. Copies of all real property leases currently in effect, together with all amendments, extensions, renewals, sublease agreements, and landlord consent letters relating thereto.

3. Copies of any environmental reports, environmental site assessments (Phase I or Phase II), environmental compliance audits, or other environmental documentation prepared for or with respect to any real property owned, leased, or operated by the Company, if applicable.

4. A description of any pending or threatened environmental claims, liabilities, notices of violation, remediation obligations, or other environmental matters involving the Company or any property owned, leased, or previously occupied by the Company.

XII. Miscellaneous

Please provide the following additional documents and information:

1. Copies of any powers of attorney granted by the Company that are currently in force, identifying the agent, the scope of authority granted, and the date of execution.

2. A schedule of all bank accounts and investment accounts maintained by the Company, including the name of the financial institution, the account number (last four digits), the type of account, and the names of all authorized signatories.

3. A description of any pending or contemplated acquisitions, dispositions, mergers, reorganizations, or similar strategic transactions involving the Company, including any letters of intent, term sheets, memoranda of understanding, or preliminary agreements relating thereto.

4. Copies of any material correspondence between the Company and its independent auditors (Pinnacle Audit Group LLP) or valuation providers (Atlas Valuation Services, Inc.) outside the ordinary course of the audit or valuation engagement, including any disagreements regarding accounting principles, audit adjustments, or valuation methodologies.

5. Copies of any agreements, engagement letters, or other arrangements with financial advisors, placement agents, finders, or investment bankers in connection with the convertible note financing or the Company's planned Series D preferred stock equity round (estimated for Q3–Q4 2024), including any fee or commission arrangements.

6. Copies of any press releases, public statements, blog posts, or marketing materials published or distributed by the Company relating to its financing history, valuation, or capital raising activities.

7. Any other documents or information that the Company believes would be material to a potential investor's evaluation of the Company, its business, financial condition, or prospects, or that may be necessary or useful for the preparation of the Company's representations, warranties, covenants, and disclosure schedules in the Note Purchase Agreement or any related transaction document. To the extent the Company is aware of any matter or circumstance that may require disclosure in the Company's disclosure schedules, please identify such matter and provide all relevant supporting documentation.

CLOSING INSTRUCTIONS AND CONTACT INFORMATION

We request that all documents and information produced in response to this Due Diligence Request List be uploaded to the designated virtual data room, organized by category corresponding to the numbered sections set forth above (Sections I through XII). Within each section, please label and organize documents in a manner that corresponds to the specific numbered request item. Where a single document is responsive to multiple request items, a single upload with cross-references is acceptable.

Please flag any documents or materials that are subject to third-party confidentiality restrictions, proprietary information agreements, or contractual non-disclosure obligations that may limit the Company's ability to share such materials with investor counsel (Whitfield, Pratt & Soo LLP) or members of the investor syndicate. We will work with you to establish appropriate protocols, including the use of clean team arrangements or redacted versions, where necessary to accommodate such restrictions.

For any requested item that does not exist or is not applicable to the Company, please confirm such non-existence or inapplicability in writing (an email confirmation directed to both Leonard Ashford and Nina Reyes will suffice for this purpose).

Timeline: We request that the Company's initial production of responsive materials be completed within ten (10) business days of the date hereof, i.e., by November 27, 2023. We recognize that certain items may require additional time to locate or compile, and we appreciate the Company's efforts to produce materials on a rolling basis as they become available. Supplemental requests may follow as our review of the initial production progresses.

Questions and Contact Information: Please direct all questions regarding this Due Diligence Request List to the following individuals:

General Questions (Sections I–V, VII–XII):

Leonard Ashford, Of Counsel Emerging Companies & Venture Capital Calderwood & Harkness LLP 600 Lexington Avenue, New York, NY 10022 Telephone: (212) 555-7812

Email: lashford@calderwoodharkness.com

Nina Reyes, Senior Associate Emerging Companies & Venture Capital Calderwood & Harkness LLP 600 Lexington Avenue, New York, NY 10022 Telephone: (212) 555-7834

Email: nreyes@calderwoodharkness.com

intellectual Property Questions (Section VI):

Peter Vassiliev, Lead Associate Intellectual Property Group Calderwood & Harkness LLP 600 Lexington Avenue, New York, NY 10022 Telephone: (212) 555-7851

Email: pvassiliev@calderwoodharkness.com

Please note that supplemental or follow-up requests are anticipated, particularly with respect to: (i) intellectual property diligence (pursuant to the scope expansion of our engagement effective December 1, 2023); (ii) regulatory matters, including the Company's state-by-state money transmission licensing posture and AML/KYC compliance framework; and (iii) analysis of the Company's compliance with the covenants and consent requirements under the Kelvantis Facility and the impact of the Bridge Financing thereon.

We appreciate the Company's cooperation and prompt attention to this request. We look forward to working with you and the management team to ensure a smooth and efficient diligence process in support of a timely signing and closing of the Bridge Financing.

CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Lexington Avenue New York, NY 10022 Telephone: (212) 555-7800 Facsimile: (212) 555-7801 www.calderwoodharkness.com
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT
November 13, 2023
TO: Priya Ramanathan, Esq. General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801
CC: Arjun Mehta, CEO & Co-Founder David Lindstrom, CFO Marcus Tillman, VP, Corporate Development
FROM: Leonard Ashford, Of Counsel, Emerging Companies & Venture Capital Nina Reyes, Senior Associate, Emerging Companies & Venture Capital
RE: Due Diligence Request List — $60,000,000 Convertible Note Bridge Financing
Matter No.: 1009-00001
Dear Priya:
In connection with the proposed $60,000,000 convertible promissory note bridge financing (the "Bridge Financing") by Skybridge Fintech Ltd. (the "Company") to an investor syndicate led by Ridgeline Ventures Fund IV, L.P. (together with the other investors participating in the Bridge Financing, the "Purchasers"), Calderwood & Harkness LLP ("C&H" or "Company Counsel") requests that the Company produce the documents and information set forth below in order to facilitate our due diligence review of the Company and its business, operations, financial condition, and legal affairs.
This request list is being provided to enable preparation of the Note Purchase Agreement (the "NPA"), the Company's disclosure schedules and related exhibits, representations and warranties, the legal opinion to be delivered by Company Counsel at closing, and all related transaction documents contemplated in connection with the Bridge Financing. As you are aware, the Bridge Financing is intended to provide operating runway through the Company's anticipated Series D preferred stock equity financing round, which is currently targeted for the third or fourth quarter of 2024. The thoroughness and accuracy of the materials produced in response to this request list will be critical to the drafting and negotiation of the NPA and related instruments.
Please note that investor counsel, Whitfield, Pratt & Soo LLP (attention: Graham Whitfield, Esq.), may submit a separate or supplemental due diligence request list on behalf of the Purchasers. This request list addresses Company Counsel's needs in the first instance and is designed to enable us to prepare the transaction documents, conduct our independent legal review, and anticipate issues that may arise during investor-side diligence.
We request that all responsive materials be uploaded to the designated virtual data room (the "VDR"), organized by category and numbered section as outlined below. To the extent that documents have been previously uploaded to a data room maintained in connection with prior financing rounds, please confirm whether such documents remain current and accurate or provide updated versions as appropriate. Supplemental requests may follow as our review progresses and as we identify areas requiring additional information or clarification.
Please provide all items as promptly as practicable, and in any event within ten (10) business days of the date hereof (i.e., by November 27, 2023), to support the target timeline for signing and closing of the Bridge Financing. Timely production of the requested materials is essential to maintaining the transaction timeline discussed with the Company's management team and the lead investor.
Should you or any member of the Company's management team have questions regarding any of the items listed below, please do not hesitate to contact Leonard Ashford (lashford@calderwoodharkness.com; (212) 555-7812) or Nina Reyes (nreyes@calderwoodharkness.com; (212) 555-7834) directly.
DUE DILIGENCE REQUEST LIST
SKYBRIDGE FINTECH LTD.
$60,000,000 CONVERTIBLE NOTE BRIDGE FINANCING
November 13, 2023
I. Corporate Organization and Good Standing
Please provide the following documents and information relating to the Company's corporate organization, formation, and good standing:
1. The Company's Certificate of Incorporation, as amended and/or restated, including all certificates of amendment, certificates of designation, and certificates of merger filed with the Delaware Secretary of State from the date of original incorporation to the present. For the avoidance of doubt, we request the current Amended and Restated Certificate of Incorporation in its entirety, together with any prior versions that remain relevant to the capital structure or governance of the Company.
2. The Company's Bylaws, as amended and/or restated, in their current form, together with any prior versions that have been superseded.
3. A Certificate of Good Standing (or equivalent certificate of status or legal existence) from the Delaware Secretary of State, dated as recently as practicable. We understand the Company's Delaware file number to be 6384291. If a certificate has been obtained within the past thirty (30) days, a copy of such certificate will be sufficient; otherwise, we request that a current certificate be ordered.
4. Certificates of qualification or registration to do business as a foreign corporation in each state or jurisdiction where the Company is so qualified or registered, together with corresponding certificates of good standing (or certificates of status, certificates of authorization, or equivalent) from the Secretary of State or similar authority of each such jurisdiction.
5. Minutes of all meetings of the Board of Directors of the Company and of any committees of the Board of Directors (including, without limitation, the Audit Committee, Compensation Committee, and any special committees formed for any purpose) for the past three (3) years (from January 1, 2021 through the present), including all unanimous written consents of the Board of Directors in lieu of meetings adopted during such period.
6. Minutes of all meetings of the stockholders of the Company and all written consents of the stockholders in lieu of meetings for the past three (3) years (from January 1, 2021 through the present).
7. A current organizational chart showing all subsidiaries (whether wholly-owned or partially-owned), parent entities, and affiliated entities of the Company, if any, including for each such entity: (a) its legal name, (b) its jurisdiction of formation or incorporation, (c) the Company's direct or indirect ownership percentage, and (d) the nature of its business or purpose.
8. A list of all jurisdictions in which the Company is qualified to do business or in which it has operations, employees, independent contractors, or agents, including an indication of whether the Company has a physical office, data center, or other facility in each such jurisdiction.
9. A current list of all directors and officers of the Company, including each individual's full legal name, title or office held, date of initial appointment or election, term of service (if applicable), and committee memberships (if applicable).
10. Copies of any management agreements, operating agreements, or similar agreements to which the Company is a party or by which it is bound, including any agreements with management companies, administrative services providers, or shared services arrangements.
11. Copies of any joint venture agreements, partnership agreements, strategic alliance agreements, or similar arrangements to which the Company is a party, including any term sheets, memoranda of understanding, or letters of intent relating to proposed joint ventures or strategic partnerships.
II. Capitalization
Please provide the following documents and information relating to the Company's capitalization, equity securities, and equity-related agreements:
1. A current capitalization table showing all outstanding shares of capital stock of the Company (both common stock and each series of preferred stock), presented on both an issued-and-outstanding basis and a fully diluted basis, and identifying for each stockholder: (a) the name of the holder, (b) the class and series of capital stock held, (c) the number of shares held, and (d) the percentage ownership on both an issued-and-outstanding and fully diluted basis. We understand the Company to have approximately 48,500,000 shares outstanding on a fully diluted basis; please confirm or correct this figure.
2. Copies of all equity incentive plans adopted by the Company, including stock option plans, restricted stock plans, restricted stock unit ("RSU") plans, stock appreciation rights plans, and employee stock purchase plans, together with all amendments thereto and all forms of award agreements used thereunder. For each plan, please provide a summary showing: (a) the total number of shares authorized for issuance, (b) the number of shares subject to outstanding awards (by type of award), (c) the number of shares that have been exercised or settled, (d) the number of shares that have been forfeited or cancelled, and (e) the number of shares remaining available for future grant.
3. A schedule of all outstanding options, warrants, convertible securities, and other rights to acquire capital stock of the Company (whether arising under an equity incentive plan or otherwise), including for each such instrument: (a) the name of the holder, (b) the type of instrument (e.g., option, warrant, convertible note, SAFE), (c) the grant or issuance date, (d) the exercise or conversion price, (e) the vesting schedule (including any acceleration provisions), (f) the expiration date, and (g) the number of shares of capital stock issuable upon exercise or conversion.
4. The most recent independent valuation report prepared for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). We understand this to be the report dated September 15, 2023, prepared by Atlas Valuation Services, Inc., reflecting a fair market value of $8.42 per share of the Company's common stock. Please provide the full report, including all schedules, exhibits, assumptions, and supporting documentation.
5. All stock purchase agreements, subscription agreements, investors' rights agreements, and related transaction documents executed in connection with each prior round of equity financing of the Company, including without limitation:
(a) Series A Preferred Stock Financing — All transaction documents relating to the Company's Series A preferred stock financing led by Crestpoint Seed Partners, L.P., including the Series A Stock Purchase Agreement, Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, Voting Agreement, and any related certificates of designation or amendments to the Certificate of Incorporation;
(b) Series B Preferred Stock Financing — All transaction documents relating to the Company's Series B preferred stock financing led by Halcyon Growth Equity, L.P., including the Series B Stock Purchase Agreement and all related ancillary agreements;
(c) Series C Preferred Stock Financing — All transaction documents relating to the Company's Series C preferred stock financing led by Ridgeline Ventures Fund III, L.P. and Beacon Hill Capital Partners, LLC, which we understand was closed in July 2021 at a post-money valuation of approximately $620,000,000, including the Series C Stock Purchase Agreement and all related ancillary agreements.
6. The current Amended and Restated Investors' Rights Agreement, together with all amendments, joinders, and waivers thereto.
7. The current Right of First Refusal and Co-Sale Agreement, together with all amendments, joinders, and waivers thereto.
8. The current Voting Agreement, together with all amendments, joinders, and waivers thereto.
9. Any other stockholders' agreements, registration rights agreements, investor side letters, or similar agreements not otherwise captured in items 6 through 8 above.
10. A schedule identifying all preemptive rights, rights of first refusal, anti-dilution rights (whether weighted average or full ratchet), pro rata participation rights, pay-to-play provisions, or similar rights held by existing stockholders of the Company, including a reference to the specific agreement and section granting each such right. Please also identify any such rights that may be triggered by the issuance of the convertible notes in the Bridge Financing or by a subsequent qualified financing or conversion event.
11. Copies of any Simple Agreements for Future Equity ("SAFEs"), convertible promissory notes, or other convertible instruments currently outstanding, including all terms, conditions, valuation caps, discount rates, and conversion mechanics applicable thereto.
12. Copies of all elections under Section 83(b) of the Code filed by founders, officers, employees, or other service providers of the Company in connection with the receipt of restricted stock or other property subject to a substantial risk of forfeiture, together with evidence of timely filing with the Internal Revenue Service.
13. Any agreements or instruments relating to transfer restrictions on outstanding securities of the Company, beyond those contained in the standard provisions of the Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, or applicable equity incentive plan documents, including any lock-up agreements, market standoff agreements, or secondary sale restrictions.
III. Debt and Credit Facilities
Please provide the following documents and information relating to the Company's outstanding indebtedness and credit arrangements:
1. Copies of all loan agreements, credit facility agreements, promissory notes, guarantees (whether by the Company or by any subsidiary or affiliate of the Company), letters of credit, and all other evidence of indebtedness, together with all amendments, supplements, restatements, modifications, waivers, forbearance agreements, and side letters relating thereto. We specifically request the following:
(a) The Loan and Security Agreement, dated as of August 15, 2022, by and between Kelvantis Lending Corp. ("Kelvantis"), as lender, and Skybridge Fintech Ltd., as borrower, pursuant to which a $15,000,000 venture debt facility was established (the "Kelvantis Facility"), with a stated maturity date of August 15, 2025, together with all amendments, schedules, exhibits, annexes, intellectual property security agreements, side letters, warrant agreements, and any other documents executed in connection therewith.
2. A schedule of all outstanding indebtedness of the Company as of the most recent practicable date (and in any event as of a date no earlier than October 31, 2023), including for each obligation: (a) the identity of the lender or creditor, (b) the principal amount outstanding, (c) the applicable interest rate (and whether fixed or variable), (d) the maturity or repayment date, (e) the amortization schedule (if applicable), (f) a description of any security interests, liens, or collateral, and (g) a summary of any material covenants (financial or otherwise).
3. Copies of all security agreements, pledge agreements, intellectual property security agreements, deeds of trust, mortgages, and UCC-1 financing statements filed by or against the Company in any jurisdiction, together with any UCC-3 amendments or continuation statements.
4. Copies of all subordination agreements, intercreditor agreements, or priority agreements currently in effect between or among the Company and its creditors.
5. All correspondence, notices, and communications with lenders or creditors regarding compliance with loan covenants, events of default (actual or potential), waivers of defaults, or amendments to the terms of any credit facility, in each case within the past two (2) years (from November 2021 through the present).
6. Evidence of compliance with all financial covenants under existing credit facilities as of the most recent measurement date, including the most recent compliance certificate delivered by the Company to Kelvantis Lending Corp. pursuant to the terms of the Kelvantis Facility. Please also confirm whether the Company is currently in compliance with all financial and non-financial covenants under the Kelvantis Facility and identify any covenants that the Company anticipates may be at risk of non-compliance.
7. Copies of any letters of credit, surety bonds, performance bonds, bid bonds, or other contingent obligations issued for the account of the Company or to which the Company is a party.
IV. Financial Information
Please provide the following financial documents and information:
1. Audited financial statements of the Company for the fiscal years ended December 31, 2021 and December 31, 2022, as prepared or audited by Pinnacle Audit Group LLP (engagement partner: Lisa Johannsen, CPA), including balance sheets, statements of operations, statements of stockholders' equity (deficit), statements of cash flows, and all notes to the financial statements, together with the independent auditor's reports thereon.
2. Reviewed (or, if reviewed financial statements are not available, unaudited) financial statements of the Company for the quarterly period ended September 30, 2023, as reviewed by Pinnacle Audit Group LLP, including balance sheets, statements of operations, and statements of cash flows.
3. The most recent unaudited monthly financial statements and management reports (including, to the extent available, monthly income statements, balance sheets, and cash flow reports), for each month during the fiscal year ended December 31, 2023 for which such statements are available.
4. The Company's current annual operating budget (for fiscal year 2023 and, if available, fiscal year 2024), together with any board-approved financial projections, forecasts, long-range financial plans, or business plans prepared by or for the Company.
5. A summary of key financial and operating metrics, including the most recently available figures for each of the following:
(a) Annual Recurring Revenue (ARR) — We understand the Company's ARR to be approximately $78,000,000 as of the third quarter of 2023. Please confirm or correct this figure and provide a historical ARR trend (quarterly, from Q1 2022 through Q3 2023).
(b) Annualized Gross Payment Volume (GPV) — We understand the Company's annualized GPV to be approximately $4.2 billion. Please confirm or correct this figure and provide supporting data.
(c) Net Revenue Retention Rate — We understand the Company's net revenue retention rate to be approximately 128%. Please confirm or correct this figure and describe the methodology used to calculate this metric.
(d) Monthly Cash Burn Rate — We understand the Company's average monthly cash burn rate to be approximately $4.8 million. Please confirm or correct this figure and provide a monthly cash burn trend for the past twelve (12) months.
(e) Cash on Hand — We understand the Company to have approximately $18.5 million in cash and cash equivalents as of the most recent practicable date. Please confirm or correct this figure and provide a statement of cash position as of the most recent available date.
6. A schedule of deferred revenue as of the most recent available date, including a breakdown by customer or customer category, if applicable.
7. Copies of any management letters, internal control deficiency letters, or other written communications from the Company's independent auditors (Pinnacle Audit Group LLP) to the Company's management or Board of Directors during the past three (3) years, including any communications relating to significant deficiencies or material weaknesses in internal controls.
8. Copies of the Company's most recent federal and state income tax returns for the past two (2) fiscal years (fiscal years ended December 31, 2021 and December 31, 2022), together with any schedules, elections, and attachments thereto. Please also identify and describe any pending tax examinations, assessments, deficiency notices, or disputes with any federal, state, local, or foreign taxing authority.
9. A description of any pending or threatened tax audits, inquiries, examinations, or investigations by the Internal Revenue Service or any state or local taxing authority, including the tax year(s) under review and the nature and status of such audit or inquiry.
10. A schedule of all intercompany transactions between the Company and any subsidiary, affiliate, or related party, if applicable, including a description of the nature, amount, and terms of each such transaction and the basis for the pricing thereof.
V. Material Contracts
Please provide the following documents and information relating to the Company's material contractual relationships:
1. A schedule of, and copies of, all contracts that the Company considers material to its business, operations, financial condition, or prospects, including without limitation:
(a) All customer agreements, master services agreements, subscription agreements, and similar agreements with annual contract values in excess of $250,000, or that are otherwise material to the Company's revenue or business;
(b) All vendor, supplier, and service provider agreements with annual payments or commitments in excess of $100,000, including agreements for cloud hosting, infrastructure, software development tools, data services, telecommunications, and professional services;
(c) All partnership agreements, referral agreements, distribution agreements, reseller agreements, channel agreements, and similar commercial arrangements;
(d) All payment processor agreements, acquiring bank agreements, sponsorship agreements, and similar agreements relating to the Company's payment processing infrastructure, including any agreements with card networks (Visa, Hollowell Partners LLC, etc.) or payment scheme participants.
2. All agreements containing change-of-control provisions, anti-assignment provisions, or consent requirements that may be triggered by the consummation of the convertible note financing contemplated hereby, or by a subsequent qualified financing, conversion of the convertible notes into equity securities, or a Series D preferred stock financing round. Please identify the specific provision in each agreement that may be triggered and describe the nature of the restriction or consent requirement.
3. All agreements containing most-favored-nation ("MFN") provisions, exclusivity provisions, non-compete covenants, non-solicitation covenants, or similar restrictive provisions, including any agreements that limit the Company's ability to engage in any line of business or to compete in any geographic area or market.
4. All agreements, arrangements, and transactions between the Company, on the one hand, and any director, officer, founder, employee, or stockholder of the Company (or any affiliate or family member of any such person), on the other hand, including any related-party agreements, management services agreements, consulting agreements, or loans.
5. All leases for real property (including office space, co-working space, and data center facilities) and all leases for equipment, in each case currently in effect, together with all amendments, renewals, extensions, and supplements thereto, and a description of any lease negotiations currently pending or contemplated.
6. Copies of any contracts entered into by the Company outside the ordinary course of business within the past twelve (12) months, including any contracts involving unusual terms, material commitments, or significant financial exposure.
7. Copies of any contracts providing for aggregate future payments or receipts in excess of $500,000, whether payable or receivable by the Company in a single installment or over the term of the contract.
VI. Intellectual Property
Please provide the following documents and information relating to the Company's intellectual property portfolio. Note: IP diligence will be primarily handled by Peter Vassiliev (Lead Associate, IP) and Wendy Schultz (Working Associate, IP) at Calderwood & Harkness LLP, pursuant to the engagement letter amendment dated October 20, 2023, expanding the scope of our engagement to include IP due diligence. IP-specific questions may be directed to Peter Vassiliev (pvassiliev@calderwoodharkness.com).
1. A schedule of all patents and patent applications (including provisional applications) owned by, assigned to, or filed in the name of the Company, including for each: (a) the title of the patent or application, (b) the patent or application number, (c) the filing date, (d) the jurisdiction of filing, (e) the current status (pending, issued, abandoned, expired), (f) the named inventor(s), and (g) any maintenance fee or annuity obligations. Please also provide a schedule of all invention disclosures that have not yet been filed as patent applications, together with the Company's assessment of whether such disclosures merit patent protection.
2. A schedule of all trademarks, service marks, and trade names (whether registered or unregistered) owned, used, or claimed by the Company, including for each registered mark: (a) the mark, (b) the registration or application number, (c) the filing and registration dates, (d) the jurisdiction of registration, (e) the goods and services covered, and (f) the current status.
3. A schedule of all registered copyrights and copyright applications owned by or filed in the name of the Company, including the registration number, title of work, date of registration, and jurisdiction.
4. A schedule of all domain names owned, registered, or controlled by the Company, including the registrar, registration date, and expiration date for each domain.
5. Copies of all intellectual property assignment agreements executed by the Company's co-founders (Arjun Mehta and Elena Vasquez), employees, and independent contractors, including Confidential Information and Invention Assignment Agreements ("CIIAAs") or similar agreements. Please organize these agreements by category (founders, employees, contractors) and identify the date of execution for each.
6. Identification of any gaps or deficiencies in the Company's intellectual property assignment chain, including any former or current employees, contractors, consultants, or other service providers who contributed to the development of the Company's technology or products but did not execute an IP assignment agreement, a CIIAA, or an equivalent agreement. For each such individual, please provide: (a) the individual's name and role, (b) the nature and scope of their contributions, (c) the dates of their engagement, and (d) a description of any remedial efforts taken or contemplated.
7. Copies of all intellectual property licenses, whether inbound (licenses granted to the Company by third parties) or outbound (licenses granted by the Company to third parties), including any software licenses, technology licenses, trademark licenses, patent licenses, and data licenses. For inbound licenses, please identify whether the license is exclusive or non-exclusive, the scope of licensed rights, any restrictions on use or sublicensing, and the term and termination provisions.
8. A summary of all open-source software components incorporated into, linked with, or distributed as part of the Company's payments orchestration and embedded lending platform, including for each component: (a) the name and version of the open-source software, (b) the applicable open-source license (e.g., GNU General Public License ("GPL"), GNU Lesser General Public License ("LGPL"), MIT License, Apache License 2.0, BSD License, Mozilla Public License, or other), (c) the manner in which the open-source component is used (e.g., dynamically linked, statically linked, modified, distributed), and (d) an assessment of whether the use of such component imposes copyleft or reciprocal licensing obligations on the Company's proprietary code.
9. Any opinions of counsel relating to intellectual property matters, including freedom-to-operate opinions, patentability opinions, non-infringement opinions, and invalidity opinions.
10. Copies of all cease-and-desist letters, infringement claims, or other written assertions of intellectual property rights, whether sent by the Company to third parties or received by the Company from third parties, together with a description of any pending or threatened intellectual property litigation, opposition proceedings, inter partes review proceedings, or other IP disputes.
11. A description of all material trade secret protection measures and policies implemented by the Company, including access controls, confidentiality protocols, information security policies, and employee training related to the protection of trade secrets and proprietary information.
12. A description of the key proprietary technology underlying the Company's cloud-based payments orchestration and embedded lending platform, including a high-level technical overview of the platform's architecture, key differentiating features, and the Company's competitive moat. This description need not disclose trade secrets or proprietary algorithms but should be sufficient to enable Company Counsel and IP counsel to evaluate the Company's representations regarding ownership and non-infringement.
VII. Regulatory and Compliance
Please provide the following documents and information relating to the Company's regulatory status, licenses, and compliance programs:
1. A schedule of all governmental and regulatory licenses, permits, approvals, registrations, and authorizations held by the Company, including without limitation:
(a) All money transmission licenses, money services business registrations, or similar licenses held in each state or jurisdiction where the Company is licensed or registered to engage in money transmission or payment services activities. Please provide a state-by-state listing identifying the license number, issuing authority, date of issuance, date of last renewal, and current status for each such license;
(b) Any payment facilitator ("PayFac") registrations or certifications held by the Company with any card network (e.g., Visa, Hollowell Partners LLC) or acquiring bank;
(c) Any other financial services licenses, registrations, or certifications held by the Company, including any lending licenses, broker-dealer registrations, or registrations with the Financial Crimes Enforcement Network ("FinCEN").
2. A schedule of all pending applications for governmental or regulatory licenses, permits, approvals, or registrations, including the jurisdiction, type of license, date of application, and current status of each application.
3. Copies of all material correspondence, notices, reports, and communications sent to or received from federal and state regulators, including banking regulators (e.g., state banking departments, the Office of the Comptroller of the Currency, the Consumer Financial Protection Bureau), financial services regulators (e.g., FinCEN, state money transmission regulators), and any other governmental authorities, within the past three (3) years (from November 2020 through the present).
4. A description of the Company's compliance program, including the Company's policies and procedures relating to anti-money laundering ("AML") compliance, know-your-customer ("KYC") verification, the Bank Secrecy Act ("BSA"), the USA PATRIOT Act, and sanctions compliance (OFAC). Please identify the Company's designated BSA/AML compliance officer, describe the Company's suspicious activity reporting procedures, and provide copies of the Company's written AML/KYC/BSA compliance policies.
5. A description of any pending or threatened regulatory investigations, examinations, enforcement actions, cease-and-desist orders, consent orders, civil money penalties, or other regulatory proceedings involving the Company, including the identity of the governmental authority, the nature and scope of the investigation or proceeding, and the current status.
6. Copies of any government contracts, government subcontracts, or agreements with governmental entities to which the Company is a party.
7. Copies of the Company's privacy policies (as published on the Company's website and/or mobile applications), all data processing agreements to which the Company is a party (whether as controller or processor), and any data protection impact assessments or privacy impact assessments prepared by or for the Company.
8. A description of the Company's compliance with applicable data protection and privacy laws and regulations, including the California Consumer Privacy Act ("CCPA") as amended by the California Privacy Rights Act ("CPRA"), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, and any other state privacy laws applicable to the Company's operations. If the Company processes personal data of individuals located outside the United States, please describe compliance with applicable international data protection laws, including the European Union General Data Protection Regulation ("GDPR"), if applicable.
9. Copies of the Company's most recent Payment Card Industry Data Security Standard ("PCI-DSS") compliance certifications, attestations of compliance, and the most recent Report on Compliance ("ROC") or Self-Assessment Questionnaire ("SAQ"), as applicable, together with any remediation plans relating to identified deficiencies.
10. Copies of any System and Organization Controls ("SOC") reports prepared for the Company, including SOC 1 reports (Type I or Type II) and SOC 2 reports (Type I or Type II), together with any bridge letters or management assertions relating thereto.
VIII. Litigation and Disputes
Please provide the following documents and information relating to litigation, disputes, and legal proceedings involving the Company:
1. A schedule of all pending or threatened litigation, arbitration, mediation, or administrative proceedings involving the Company, whether the Company is a plaintiff, defendant, claimant, respondent, third-party defendant, or otherwise. For each such proceeding, please provide:
(a) The case name, court or tribunal, and docket or case number;
(b) The date the proceeding was filed or, in the case of threatened proceedings, the date of the threat or demand;
(c) The nature and summary of the claims asserted;
(d) The relief sought (including the amount of damages claimed, if applicable);
(e) The current status of the proceeding (e.g., discovery, motion practice, trial date set, stayed, settled);
(f) The Company's estimated exposure or range of reasonably possible loss, or a statement that such estimate cannot be made.
2. A schedule of all litigation, arbitration, or proceedings settled or resolved within the past three (3) years (from November 2020 through the present), together with copies of all settlement agreements, releases, consent decrees, and similar documents executed in connection therewith.
3. A description of any outstanding judgments, decrees, injunctions, orders, or awards against the Company, including any court orders or arbitration awards that impose ongoing obligations on the Company.
4. Copies of all demand letters, cease-and-desist letters, subpoenas, civil investigative demands, or other pre-litigation or pre-arbitration correspondence received by or sent by the Company within the past three (3) years.
5. A description of any internal investigations, whether completed or ongoing, including the nature and scope of the investigation, the date initiated, the identity of counsel conducting the investigation (if external counsel was engaged), and the findings or current status.
6. Copies of all litigation hold notices issued by the Company within the past three (3) years, together with a description of the Company's document preservation policies and practices.
IX. Employees and Benefits
Please provide the following documents and information relating to the Company's employees, independent contractors, and employee benefit plans:
1. The Company's total current headcount, broken down by full-time employees, part-time employees, and independent contractors. We understand the Company to have approximately 310 full-time equivalent employees ("FTEs") as of the date hereof; please confirm or correct this figure.
2. A list of all current employees organized by department (e.g., Engineering, Product, Sales, Marketing, Finance, Legal, Operations, Customer Success), including each employee's title, start date, work location (city and state), and full-time or part-time status.
3. A schedule of all officers of the Company, including current base salary, target bonus (and actual bonus paid for the most recent fiscal year), equity compensation (including outstanding option and RSU grants and applicable vesting schedules), and any other compensation or benefits not generally available to other employees.
4. Copies of all employment agreements, executive employment agreements, offer letters, and consulting or independent contractor agreements for each of the Company's executive officers and key employees, including without limitation: Arjun Mehta (CEO & Co-Founder), Elena Vasquez (CTO & Co-Founder), David Lindstrom (CFO), Priya Ramanathan (General Counsel), and Marcus Tillman (VP, Corporate Development).
5. Copies of the Company's current employee handbook(s) and all personnel policy manuals, codes of conduct, and workplace policies applicable to the Company's employees.
6. Copies of all non-competition agreements, non-solicitation agreements, and confidentiality or nondisclosure agreements entered into with employees and independent contractors of the Company, to the extent not already covered by the CIIAAs requested in Section VI.5 above.
7. A summary of all employee benefit plans, programs, and arrangements maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of its employees, including:
(a) Group health, dental, vision, life, and disability insurance plans, including a description of coverage levels, employee contribution requirements, and the identity of the insurance carrier or plan administrator;
(b) Any 401(k) plans, profit-sharing plans, pension plans, or other retirement plans, including any employer matching contribution formula;
(c) Any deferred compensation plans or arrangements (including any plans subject to Section 409A of the Code), supplemental executive retirement plans, or similar arrangements.
8. A schedule of all pending or threatened employment-related claims, charges, complaints, or disputes, including any claims filed with the Equal Employment Opportunity Commission ("EEOC"), state civil rights agencies, state labor departments, or wage-and-hour divisions, and any claims relating to wrongful termination, discrimination, harassment, retaliation, or breach of employment agreement.
9. A schedule of all workers' compensation claims filed by employees of the Company within the past three (3) years, including the date of claim, nature of injury or incident, and current status.
10. A description of any labor union agreements, collective bargaining agreements, or labor organizing activity involving any employees of the Company, including any petitions for representation, unfair labor practice charges, or similar proceedings.
11. A description of any recent or planned reductions in force, layoffs, furloughs, or similar workforce restructuring actions, including any actions taken within the past twelve (12) months or currently under consideration.
12. Copies of any severance plans, severance agreements, or severance policies applicable to the Company's employees, including any individual severance arrangements with executive officers.
13. A description of any change-of-control provisions, retention bonus arrangements, transaction bonus arrangements, stay bonuses, or similar arrangements with any employees or officers of the Company that may be triggered by the consummation of the Bridge Financing, a conversion event, or a subsequent change-of-control transaction.
14. A description of the immigration or visa status of any key employees who require work authorization or visa sponsorship to remain employed by the Company in the United States, including the type of visa held, the expiration date, and any pending applications for extension or change of status, if applicable.
X. Insurance
Please provide the following documents and information relating to the Company's insurance coverage:
1. A schedule of all insurance policies currently in force and maintained by or on behalf of the Company, including:
(a) Directors' and officers' liability insurance ("D&O");
(b) Errors and omissions insurance ("E&O") or professional liability insurance;
(c) Cyber liability insurance and data breach insurance;
(d) Commercial general liability insurance;
(e) Property insurance (covering the Company's tangible assets, equipment, and leasehold improvements);
(f) Workers' compensation insurance;
(g) Key person life insurance;
(h) Employment practices liability insurance ("EPLI");
(i) Crime insurance, fidelity bonds, and any financial institution bonds.
2. For each insurance policy listed in response to item 1 above, please provide the following information: (a) the name of the insurance carrier, (b) the policy number, (c) the coverage limits (per occurrence and aggregate), (d) the deductible or self-insured retention amount, (e) the annual premium, (f) the policy period (inception and expiration dates), and (g) a description of any material endorsements, exclusions, or sublimits.
3. A schedule of all claims made under any insurance policy of the Company within the past three (3) years, including a description of the nature of each claim, the date of the claim, the amount paid or reserved, and the current status.
4. A description of any pending insurance claims or notices of claim submitted by the Company under any insurance policy, including the nature of the claim, the carrier's response (if any), and the status of the claim.
5. A description of any insurance policies that have been cancelled, non-renewed, or materially modified (including any reduction in coverage limits or increase in deductibles) within the past three (3) years, together with an explanation of the circumstances giving rise to such cancellation, non-renewal, or modification.
XI. Environmental and Real Property
Please provide the following documents and information relating to the Company's real property interests and environmental compliance:
1. A schedule of all real property owned or leased by the Company, including the address, square footage, nature of use (e.g., corporate office, satellite office, data center, co-working space), and the term of any applicable lease.
2. Copies of all real property leases currently in effect, together with all amendments, extensions, renewals, sublease agreements, and landlord consent letters relating thereto.
3. Copies of any environmental reports, environmental site assessments (Phase I or Phase II), environmental compliance audits, or other environmental documentation prepared for or with respect to any real property owned, leased, or operated by the Company, if applicable.
4. A description of any pending or threatened environmental claims, liabilities, notices of violation, remediation obligations, or other environmental matters involving the Company or any property owned, leased, or previously occupied by the Company.
XII. Miscellaneous
Please provide the following additional documents and information:
1. Copies of any powers of attorney granted by the Company that are currently in force, identifying the agent, the scope of authority granted, and the date of execution.
2. A schedule of all bank accounts and investment accounts maintained by the Company, including the name of the financial institution, the account number (last four digits), the type of account, and the names of all authorized signatories.
3. A description of any pending or contemplated acquisitions, dispositions, mergers, reorganizations, or similar strategic transactions involving the Company, including any letters of intent, term sheets, memoranda of understanding, or preliminary agreements relating thereto.
4. Copies of any material correspondence between the Company and its independent auditors (Pinnacle Audit Group LLP) or valuation providers (Atlas Valuation Services, Inc.) outside the ordinary course of the audit or valuation engagement, including any disagreements regarding accounting principles, audit adjustments, or valuation methodologies.
5. Copies of any agreements, engagement letters, or other arrangements with financial advisors, placement agents, finders, or investment bankers in connection with the convertible note financing or the Company's planned Series D preferred stock equity round (estimated for Q3–Q4 2024), including any fee or commission arrangements.
6. Copies of any press releases, public statements, blog posts, or marketing materials published or distributed by the Company relating to its financing history, valuation, or capital raising activities.
7. Any other documents or information that the Company believes would be material to a potential investor's evaluation of the Company, its business, financial condition, or prospects, or that may be necessary or useful for the preparation of the Company's representations, warranties, covenants, and disclosure schedules in the Note Purchase Agreement or any related transaction document. To the extent the Company is aware of any matter or circumstance that may require disclosure in the Company's disclosure schedules, please identify such matter and provide all relevant supporting documentation.
CLOSING INSTRUCTIONS AND CONTACT INFORMATION
We request that all documents and information produced in response to this Due Diligence Request List be uploaded to the designated virtual data room, organized by category corresponding to the numbered sections set forth above (Sections I through XII). Within each section, please label and organize documents in a manner that corresponds to the specific numbered request item. Where a single document is responsive to multiple request items, a single upload with cross-references is acceptable.
Please flag any documents or materials that are subject to third-party confidentiality restrictions, proprietary information agreements, or contractual non-disclosure obligations that may limit the Company's ability to share such materials with investor counsel (Whitfield, Pratt & Soo LLP) or members of the investor syndicate. We will work with you to establish appropriate protocols, including the use of clean team arrangements or redacted versions, where necessary to accommodate such restrictions.
For any requested item that does not exist or is not applicable to the Company, please confirm such non-existence or inapplicability in writing (an email confirmation directed to both Leonard Ashford and Nina Reyes will suffice for this purpose).
Timeline: We request that the Company's initial production of responsive materials be completed within ten (10) business days of the date hereof, i.e., by November 27, 2023. We recognize that certain items may require additional time to locate or compile, and we appreciate the Company's efforts to produce materials on a rolling basis as they become available. Supplemental requests may follow as our review of the initial production progresses.
Questions and Contact Information: Please direct all questions regarding this Due Diligence Request List to the following individuals:
General Questions (Sections I–V, VII–XII):
Leonard Ashford, Of Counsel Emerging Companies & Venture Capital Calderwood & Harkness LLP 600 Lexington Avenue, New York, NY 10022 Telephone: (212) 555-7812
Email: lashford@calderwoodharkness.com
Nina Reyes, Senior Associate Emerging Companies & Venture Capital Calderwood & Harkness LLP 600 Lexington Avenue, New York, NY 10022 Telephone: (212) 555-7834
Email: nreyes@calderwoodharkness.com
intellectual Property Questions (Section VI):
Peter Vassiliev, Lead Associate Intellectual Property Group Calderwood & Harkness LLP 600 Lexington Avenue, New York, NY 10022 Telephone: (212) 555-7851
Email: pvassiliev@calderwoodharkness.com
Please note that supplemental or follow-up requests are anticipated, particularly with respect to: (i) intellectual property diligence (pursuant to the scope expansion of our engagement effective December 1, 2023); (ii) regulatory matters, including the Company's state-by-state money transmission licensing posture and AML/KYC compliance framework; and (iii) analysis of the Company's compliance with the covenants and consent requirements under the Kelvantis Facility and the impact of the Bridge Financing thereon.
We appreciate the Company's cooperation and prompt attention to this request. We look forward to working with you and the management team to ensure a smooth and efficient diligence process in support of a timely signing and closing of the Bridge Financing.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Ashford Of Counsel, Emerging Companies & Venture Capital
By: ________
Nina Reyes Senior Associate, Emerging Companies & Venture Capital
This Due Diligence Request List is confidential and is subject to the attorney-client privilege and the work product doctrine. It is provided solely for the use of the Company and its authorized representatives in connection with the contemplated Bridge Financing. Any unauthorized disclosure, copying, or distribution of this document or its contents is strictly prohibited.

CALDERWOOD & HARKNESS LLP Attorneys at Law

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT

DUE DILIGENCE REQUEST LIST

SKYBRIDGE FINTECH LTD.

CLOSING INSTRUCTIONS AND CONTACT INFORMATION

Record

Parties

Dates

Amounts