1009-00001 · Skybridge Fintech Ltd · Opinions

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CALDERWOOD & HARKNESS LLP

INTERNAL ROUTING SLIP — DRAFT LEGAL OPINION

DRAFT — SUBJECT TO PARTNER REVIEW

ATTORNEY WORK PRODUCT / PRIVILEGED AND CONFIDENTIAL

Purpose of Circulation. This draft opinion is circulated for partner review in advance of finalization and issuance at Closing on January 15, 2024. Comments, revisions, and sign-off should be returned to Nina Reyes by close of business on January 11, 2024 to permit incorporation, redline turn to the working group, and preparation of the executed original for delivery at Closing.

Companion Materials. This opinion should be read together with the internal memorandum captioned "Legal Opinion — Assumptions and Qualifications Memorandum" dated January 7, 2024, which sets forth the diligence basis for each numbered opinion and the rationale for the qualifications recited in Section V. Reviewers should consult that memorandum before proposing substantive changes to the assumptions block or the qualifications block.

Delivery Context. The final executed opinion will be delivered to the four Purchasers as a Closing deliverable pursuant to Section 6 (Conditions to Closing) of the Note Purchase Agreement. It is a bring-down deliverable — i.e., it will be dated and delivered as of the Closing Date and speaks as of that date only.

CALDERWOOD & HARKNESS LLP

600 Lexington Avenue

New York, New York 10022

Telephone: (212) 555-4700 · Facsimile: (212) 555-4701

[Closing Date — January 15, 2024]

Ridgeline Ventures Fund IV, L.P. 800 Boylston Street, 34th Floor Boston, Massachusetts 02199

Beacon Hill Capital Partners, LLC 222 West Adams Street, Suite 3400 Chicago, Illinois 60606

Northstar Innovation Fund II, L.P. 555 California Street, Suite 4100 San Francisco, California 94104

Halcyon Growth Equity, L.P. 1201 Third Avenue, Suite 5600 Seattle, Washington 98101

(each, a "Purchaser," and collectively, the "Purchasers")

Re: Skybridge Fintech Ltd. — Note Purchase Agreement dated as of January 15, 2024; Issuance of Convertible Promissory Notes in the aggregate principal amount of $60,000,000

Ladies and Gentlemen:

I. Introduction and Role

We have acted as counsel to Skybridge Fintech Ltd., a Delaware corporation (the "Company"), in connection with the following:

(a) the Note Purchase Agreement, dated as of January 15, 2024, by and among the Company and the Purchasers (the "NPA");

(b) the convertible promissory notes issued by the Company to the Purchasers pursuant to the NPA in the aggregate principal amount of $60,000,000, bearing simple interest at the rate of 6.00% per annum (600 basis points) computed on the basis of a 365-day year and the actual number of days elapsed, and maturing on January 15, 2026 (the "Notes");

(c) the Subordination Agreement, dated as of January 15, 2024, by and among Kelvantis Lending Corp., the Purchasers, and the Company (the "Subordination Agreement");

(d) Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated as of January 15, 2024;

(e) Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated as of January 15, 2024; and

(f) the Escrow Agreement, dated as of January 15, 2024, among the Company, the Purchasers, and Granite Trust Company, N.A., as escrow agent (the "Escrow Agreement").

The agreements identified in clauses (a) through (f) above are referred to collectively herein as the "Transaction Documents." This opinion is furnished to you pursuant to Section 6 of the NPA as a condition to the Closing thereunder.

II. Documents Reviewed

In rendering the opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Reviewed Documents"):

1. the Amended and Restated Certificate of Incorporation of the Company, as currently in effect (Delaware File Number 6384291);

2. the Amended and Restated Bylaws of the Company;

3. the Unanimous Written Consent of the Board of Directors of the Company, dated January 10, 2024, authorizing the Transaction Documents and the transactions contemplated thereby;

4. the Written Consent of Stockholders in Lieu of Special Meeting, dated January 12, 2024, approving the transactions contemplated by the Transaction Documents to the extent stockholder approval is required;

5. the Certificate of Good Standing for the Company issued by the Secretary of State of the State of Delaware, dated January 11, 2024;

6. the executed Note Purchase Agreement, dated January 15, 2024;

7. the form of Convertible Promissory Note attached as Exhibit A to the NPA;

8. the Company Disclosure Schedule delivered to the Purchasers on January 14, 2024;

9. the Subordination Agreement, dated January 15, 2024;

10. Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated January 15, 2024;

11. Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated January 15, 2024;

12. the Escrow Agreement, dated January 15, 2024, with Granite Trust Company, N.A. (Escrow Account No. 4401-7829-SBF);

13. the Kelvantis Lender Consent and Waiver Letter, dated January 12, 2024, delivered by Kelvantis Lending Corp. and referencing the Loan and Security Agreement dated August 15, 2022 between the Company and Kelvantis Lending Corp. (the "Kelvantis Loan Agreement");

14. the Secretary's Certificate of the Company, dated January 15, 2024;

15. the Officer's Certificate — Representations & Warranties Bring-Down, dated January 15, 2024;

16. the Officer's Certificate — Use of Proceeds, dated January 15, 2024; and

17. such other corporate records of the Company, certificates of public officials, and other instruments and documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

As to matters of fact material to the opinions expressed herein, we have relied upon the representations and warranties of the Company set forth in the NPA and the Disclosure Schedule, certificates and other information provided by officers and other representatives of the Company, and certificates of public officials, in each case without independent verification of the accuracy thereof.

III. Assumptions

In rendering the opinions set forth below, we have assumed, without independent investigation or verification, the following:

(a) the genuineness of all signatures on all documents examined by us;

(b) the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic, electronic, or facsimile copies;

(d) the due authorization, execution, and delivery of each of the Transaction Documents by each party thereto other than the Company (including the Purchasers, Kelvantis Lending Corp., and Granite Trust Company, N.A.), and that each such Transaction Document constitutes the valid and binding obligation of, and is enforceable against, each such other party in accordance with its terms;

(e) that each Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act");

(f) that no form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D has been or will be used by the Company or any person acting on its behalf in connection with the offer or sale of the Notes; and

(g) the accuracy of all factual representations and warranties made by the Company in the NPA, in the Disclosure Schedule, and in the officer's certificates delivered pursuant to the NPA, and the accuracy of all factual representations and warranties made by the Purchasers in Section 3 of the NPA.

[Drafter's note — to Leonard: Please confirm no additional factual assumptions are needed regarding (i) the Kelvantis subordination architecture or (ii) any Ridgeline Fund III / Fund IV common-control coordination that could affect the Section 4(a)(2) / Rule 506(b) analysis. — NR]

IV. Opinions

Based upon and subject to the foregoing and the qualifications set forth in Section V below, and having regard for such legal considerations as we deem relevant, we are of the opinion that:

1. Due Organization, Valid Existence, and Good Standing.

The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own its properties and to conduct its business as it is currently being conducted. As to matters of good standing, we have relied exclusively on the Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated January 11, 2024.

2. Corporate Power and Authority.

The Company has the requisite corporate power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents, and to issue the Notes and the shares of capital stock issuable upon conversion thereof. The Company has taken all corporate action (including all necessary action of its Board of Directors and, to the extent required, its stockholders) required to authorize the execution, delivery, and performance of the Transaction Documents and the issuance of the Notes. In rendering this opinion, we have relied on the Unanimous Written Consent of the Board of Directors of the Company dated January 10, 2024 and the Written Consent of Stockholders in Lieu of Special Meeting dated January 12, 2024.

3. Due Authorization, Execution, and Delivery.

Each of the Transaction Documents has been duly authorized, executed, and delivered by the Company.

4. Enforceability. Each Transaction Document constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject in each case to the qualifications set forth in Section V below (including, without limitation, the Bankruptcy Exception and the Equitable Principles Exception, each as defined therein).

5. Valid Issuance of the Notes.

The Notes, when issued, sold, and delivered by the Company in accordance with the terms of the NPA against payment therefor in the amounts set forth opposite each Purchaser's name on the Schedule of Purchasers attached to the NPA, will be duly authorized and validly issued obligations of the Company. We confirm that the principal amounts of the Notes to be issued at Closing aggregate to $60,000,000 across the four Purchasers, allocated as follows:

6. Shares Issuable Upon Conversion.

The shares of capital stock of the Company issuable upon conversion of the Notes — whether at the 20% discount to the price per share paid by investors in the Company's next Qualified Financing (anticipated to be the Series D Preferred Stock financing), or at the price implied by the $750,000,000 pre-money valuation cap on a fully diluted basis (which price is approximately $15.46 per share, calculated by reference to approximately 48,500,000 shares of the Company's capital stock outstanding on a fully diluted basis as of the date hereof) — have been duly authorized and reserved for issuance and, when issued upon conversion in accordance with the terms of the Notes and the NPA, will be validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, or similar rights arising under the Company's Amended and Restated Certificate of Incorporation, its Amended and Restated Bylaws, or the DGCL, other than any such rights that have been duly waived or complied with in connection with the transactions contemplated by the Transaction Documents.

[Drafter's note — to Nina: Please confirm the reserved share count is sufficient to cover conversion under both the discount and the valuation-cap methodologies, after giving effect to Series D placeholder assumptions and the current option pool. Coordinate with Peter re: option-pool overhang before finalizing. — NR]

7. No Conflicts.

The execution, delivery, and performance by the Company of the Transaction Documents, and the issuance of the Notes, do not and will not:

(a) violate or conflict with the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company;

(b) violate any Delaware statute, rule, or regulation applicable to the Company (subject to the qualifications set forth in Section V below); or

(c) result in a breach of, or constitute a default under, the Kelvantis Loan Agreement, in each case after giving effect to the Kelvantis Consent and Waiver Letter dated January 12, 2024 and the Subordination Agreement.

We express no opinion under this paragraph 7 with respect to any other contract, indenture, or agreement to which the Company is a party or by which it is bound, other than the Kelvantis Loan Agreement.

8. Governmental Consents.

No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any Delaware or United States federal governmental authority is required on the part of the Company in connection with the Company's execution and delivery of the Transaction Documents or the issuance of the Notes, other than:

(a) the filing of a Form D with the Securities and Exchange Commission pursuant to Rule 503 of Regulation D under the Securities Act;

(b) such notice filings as may be required to be made under applicable state securities or "blue sky" laws in the States of Delaware, Massachusetts, Illinois, California, and Washington; and

(c) such notice as may be required to be given to non-consenting stockholders of the Company pursuant to Section 228(e) of the Delaware General Corporation Law (the "DGCL").

9. Securities Law Exemption.

Assuming the accuracy of the representations and warranties of the Purchasers set forth in Section 3 of the NPA (including, without limitation, the representations regarding accredited investor status and investment intent), the offer, sale, and issuance of the Notes by the Company to the Purchasers pursuant to the NPA are exempt from the registration requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. We express no opinion as to any subsequent conversion of the Notes, or as to any subsequent offer, sale, transfer, or other disposition of the Notes or of any securities issuable upon conversion thereof.

V. Qualifications and Limitations

The opinions set forth in Section IV above are subject to the following qualifications and limitations:

A. Bankruptcy Exception. Our opinions in Section IV are subject to the effect of applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium, receivership, and similar laws of general application affecting the enforcement of creditors' rights generally (the "Bankruptcy Exception").

B. Equitable Principles Exception. Our opinions are further subject to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity) (the "Equitable Principles Exception").

C. Governing Law of Opinion. We are members of the Bar of the State of New York. The opinions expressed herein are limited to the laws of the State of Delaware (specifically, the DGCL, as applied by New York courts and the federal courts of the United States sitting in Delaware), and the federal laws of the United States of America. We express no opinion as to the laws of any other jurisdiction, including without limitation the laws of the States of New York, Massachusetts, Illinois, California, or Washington (other than as to the availability of notice filings under the blue sky laws of such states, as referenced in Opinion 8). We express no opinion as to the effect of any state securities or blue sky law beyond such notice filing availability.

D. Excluded Areas of Law. We express no opinion as to (i) federal or state tax laws, (ii) the Employee Retirement Income Security Act of 1974, as amended, or any regulations promulgated thereunder, (iii) federal or state antitrust laws, including without limitation the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) federal or state environmental laws, (v) laws relating to intellectual property, or (vi) any Delaware or federal law that in our experience is not customarily addressed in opinions of the type rendered herein.

E. Specific Contractual Provisions. We express no opinion as to the enforceability of:

(1) provisions of any Transaction Document providing for indemnification, exculpation, or contribution, to the extent enforcement thereof would be contrary to public policy (including, without limitation, public policies underlying federal or state securities laws);

(2) provisions of any Transaction Document relating to choice of forum, waiver of jury trial, waiver of service of process, or waiver of statutory or constitutional rights, to the extent not permitted under Delaware law; and

(3) provisions purporting to establish evidentiary standards, conclusive determinations, or presumptions.

F. No Financial Opinion. We express no opinion as to the financial condition, solvency, or business prospects of the Company, or as to the ability of the Company to satisfy any financial covenant or to perform its financial obligations under any Transaction Document.

G. Date of Opinion. The opinions expressed herein are limited to the facts existing on the date hereof and the laws in effect on the date hereof, and we assume no obligation to advise you (or any other person) of any changes in fact or law that may hereafter occur or come to our attention.

VI. Reliance and Use Limitations

This opinion is furnished by us solely for the benefit of the Purchasers in connection with the Closing under the NPA and may not be relied upon by any other person for any purpose without our prior written consent. This opinion may not be quoted, referred to, or delivered to any other person (including, without limitation, any subsequent transferee of any Note or of any securities issuable upon conversion of any Note) without our prior written consent. Notwithstanding the foregoing, this opinion may be disclosed (i) to bank or securities regulators, tax authorities, or other governmental authorities having jurisdiction over any Purchaser, and (ii) as otherwise required by applicable law, court order, or subpoena, in each case with prior written notice to us to the extent practicable.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

INTERNAL DRAFTING NOTES

To be removed prior to closing

Comment 1 — to Vicki (VC). Confirm you want the securities-law opinion (Opinion 9) rendered as an express opinion rather than an assumption. WPS pushed for express during the 12/28 call; we agreed to accommodate. If your view has changed, we can revert Opinion 9 to an assumption in Section III and delete Opinion 9 from Section IV. Please flag by 1/11.

Comment 2 — to Leonard (LA). Do we need a separate no-litigation confirmation? Not requested by WPS in the latest draft NPA (see Section 6.5, which was struck in the 1/5 turn). Recommend omit. If you disagree, we can add a limited no-litigation confirmation based on the Officer's Certificate rather than a docket search, but noting that would trigger additional diligence costs and likely delay closing.

Comment 3 — to Nina (NR). Please verify the reserved share count reflects the ~$15.46 cap-implied price on ~48.5M fully diluted shares before finalizing Opinion 6. Coordinate with Peter on option-pool overhang and confirm against the pro forma cap table circulated by the Company on 1/6. If reserved shares are insufficient, we need a Board consent supplement before Closing — flag immediately.

Comment 4 — to Peter (PV). IP-related reps confirmed clean per your 12/22 diligence memo; no IP-specific opinion is called for in this deliverable, and none was requested by WPS. No action required — flagged here for completeness of the record.

Reminders:

• Final version to be dated January 15, 2024 (Closing Date). Update the placeholder date line in the letterhead block accordingly.

• Delaware Good Standing Certificate was obtained January 11, 2024 — 4 days old at Closing, within customary tolerance (7-day rule of thumb). No bring-down required unless Closing slips past January 18, 2024.

• Coordinate final signature and delivery of the executed original with Howard Quinn's billing team; opinion issuance is a billable event under Matter No. 1009-00001. Ensure the closing checklist reflects delivery of one executed original to each Purchaser plus one for the Company's closing binder and one for our file.

• Confirm before signing that the Section 228 stockholder notice has been mailed or is in the process of being mailed; the "no consent, approval, order, or authorization ... except ... Section 228 notice" carve-out in Opinion 8 assumes compliance will occur in the ordinary course post-Closing.

END OF DRAFT — 1/8/2024 — N. REYES

Matter:	Skybridge Fintech Ltd. — $60,000,000 Convertible Note Bridge Financing
Matter No.:	1009-00001
Document:	Draft Legal Opinion of Company Counsel
Circulation Date:	January 8, 2024
Drafters:	Nina Reyes (Senior Associate); Peter Vassiliev (Lead Associate — IP diligence input)
Reviewers:	Victoria Chambers (Responsible Partner); Leonard Ashford (Of Counsel, ECVC)
cc:	Howard Quinn (Billing Partner)
Target Closing:	January 15, 2024
Comments Due:	January 11, 2024 (COB)
Purchaser	Principal Amount
Ridgeline Ventures Fund IV, L.P.	$30,000,000
Beacon Hill Capital Partners, LLC	$15,000,000
Northstar Innovation Fund II, L.P.	$10,000,000
Halcyon Growth Equity, L.P.	$5,000,000
Total	$60,000,000

CALDERWOOD & HARKNESS LLP
INTERNAL ROUTING SLIP — DRAFT LEGAL OPINION
DRAFT — SUBJECT TO PARTNER REVIEW
ATTORNEY WORK PRODUCT / PRIVILEGED AND CONFIDENTIAL
Purpose of Circulation. This draft opinion is circulated for partner review in advance of finalization and issuance at Closing on January 15, 2024. Comments, revisions, and sign-off should be returned to Nina Reyes by close of business on January 11, 2024 to permit incorporation, redline turn to the working group, and preparation of the executed original for delivery at Closing.
Companion Materials. This opinion should be read together with the internal memorandum captioned "Legal Opinion — Assumptions and Qualifications Memorandum" dated January 7, 2024, which sets forth the diligence basis for each numbered opinion and the rationale for the qualifications recited in Section V. Reviewers should consult that memorandum before proposing substantive changes to the assumptions block or the qualifications block.
Delivery Context. The final executed opinion will be delivered to the four Purchasers as a Closing deliverable pursuant to Section 6 (Conditions to Closing) of the Note Purchase Agreement. It is a bring-down deliverable — i.e., it will be dated and delivered as of the Closing Date and speaks as of that date only.
CALDERWOOD & HARKNESS LLP
600 Lexington Avenue
New York, New York 10022
Telephone: (212) 555-4700 · Facsimile: (212) 555-4701
[Closing Date — January 15, 2024]
Ridgeline Ventures Fund IV, L.P. 800 Boylston Street, 34th Floor Boston, Massachusetts 02199
Beacon Hill Capital Partners, LLC 222 West Adams Street, Suite 3400 Chicago, Illinois 60606
Northstar Innovation Fund II, L.P. 555 California Street, Suite 4100 San Francisco, California 94104
Halcyon Growth Equity, L.P. 1201 Third Avenue, Suite 5600 Seattle, Washington 98101
(each, a "Purchaser," and collectively, the "Purchasers")
Re: Skybridge Fintech Ltd. — Note Purchase Agreement dated as of January 15, 2024; Issuance of Convertible Promissory Notes in the aggregate principal amount of $60,000,000
Ladies and Gentlemen:
I. Introduction and Role
We have acted as counsel to Skybridge Fintech Ltd., a Delaware corporation (the "Company"), in connection with the following:
(a) the Note Purchase Agreement, dated as of January 15, 2024, by and among the Company and the Purchasers (the "NPA");
(b) the convertible promissory notes issued by the Company to the Purchasers pursuant to the NPA in the aggregate principal amount of $60,000,000, bearing simple interest at the rate of 6.00% per annum (600 basis points) computed on the basis of a 365-day year and the actual number of days elapsed, and maturing on January 15, 2026 (the "Notes");
(c) the Subordination Agreement, dated as of January 15, 2024, by and among Kelvantis Lending Corp., the Purchasers, and the Company (the "Subordination Agreement");
(d) Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated as of January 15, 2024;
(e) Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated as of January 15, 2024; and
(f) the Escrow Agreement, dated as of January 15, 2024, among the Company, the Purchasers, and Granite Trust Company, N.A., as escrow agent (the "Escrow Agreement").
The agreements identified in clauses (a) through (f) above are referred to collectively herein as the "Transaction Documents." This opinion is furnished to you pursuant to Section 6 of the NPA as a condition to the Closing thereunder.
II. Documents Reviewed
In rendering the opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Reviewed Documents"):
1. the Amended and Restated Certificate of Incorporation of the Company, as currently in effect (Delaware File Number 6384291);
2. the Amended and Restated Bylaws of the Company;
3. the Unanimous Written Consent of the Board of Directors of the Company, dated January 10, 2024, authorizing the Transaction Documents and the transactions contemplated thereby;
4. the Written Consent of Stockholders in Lieu of Special Meeting, dated January 12, 2024, approving the transactions contemplated by the Transaction Documents to the extent stockholder approval is required;
5. the Certificate of Good Standing for the Company issued by the Secretary of State of the State of Delaware, dated January 11, 2024;
6. the executed Note Purchase Agreement, dated January 15, 2024;
7. the form of Convertible Promissory Note attached as Exhibit A to the NPA;
8. the Company Disclosure Schedule delivered to the Purchasers on January 14, 2024;
9. the Subordination Agreement, dated January 15, 2024;
10. Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated January 15, 2024;
11. Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated January 15, 2024;
12. the Escrow Agreement, dated January 15, 2024, with Granite Trust Company, N.A. (Escrow Account No. 4401-7829-SBF);
13. the Kelvantis Lender Consent and Waiver Letter, dated January 12, 2024, delivered by Kelvantis Lending Corp. and referencing the Loan and Security Agreement dated August 15, 2022 between the Company and Kelvantis Lending Corp. (the "Kelvantis Loan Agreement");
14. the Secretary's Certificate of the Company, dated January 15, 2024;
15. the Officer's Certificate — Representations & Warranties Bring-Down, dated January 15, 2024;
16. the Officer's Certificate — Use of Proceeds, dated January 15, 2024; and
17. such other corporate records of the Company, certificates of public officials, and other instruments and documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
As to matters of fact material to the opinions expressed herein, we have relied upon the representations and warranties of the Company set forth in the NPA and the Disclosure Schedule, certificates and other information provided by officers and other representatives of the Company, and certificates of public officials, in each case without independent verification of the accuracy thereof.
III. Assumptions
In rendering the opinions set forth below, we have assumed, without independent investigation or verification, the following:
(a) the genuineness of all signatures on all documents examined by us;
(b) the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic, electronic, or facsimile copies;
(c) the legal capacity of all natural persons executing any of the documents examined by us;
(d) the due authorization, execution, and delivery of each of the Transaction Documents by each party thereto other than the Company (including the Purchasers, Kelvantis Lending Corp., and Granite Trust Company, N.A.), and that each such Transaction Document constitutes the valid and binding obligation of, and is enforceable against, each such other party in accordance with its terms;
(e) that each Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act");
(f) that no form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D has been or will be used by the Company or any person acting on its behalf in connection with the offer or sale of the Notes; and
(g) the accuracy of all factual representations and warranties made by the Company in the NPA, in the Disclosure Schedule, and in the officer's certificates delivered pursuant to the NPA, and the accuracy of all factual representations and warranties made by the Purchasers in Section 3 of the NPA.
[Drafter's note — to Leonard: Please confirm no additional factual assumptions are needed regarding (i) the Kelvantis subordination architecture or (ii) any Ridgeline Fund III / Fund IV common-control coordination that could affect the Section 4(a)(2) / Rule 506(b) analysis. — NR]
IV. Opinions
Based upon and subject to the foregoing and the qualifications set forth in Section V below, and having regard for such legal considerations as we deem relevant, we are of the opinion that:
1. Due Organization, Valid Existence, and Good Standing.
The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own its properties and to conduct its business as it is currently being conducted. As to matters of good standing, we have relied exclusively on the Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated January 11, 2024.
2. Corporate Power and Authority.
The Company has the requisite corporate power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents, and to issue the Notes and the shares of capital stock issuable upon conversion thereof. The Company has taken all corporate action (including all necessary action of its Board of Directors and, to the extent required, its stockholders) required to authorize the execution, delivery, and performance of the Transaction Documents and the issuance of the Notes. In rendering this opinion, we have relied on the Unanimous Written Consent of the Board of Directors of the Company dated January 10, 2024 and the Written Consent of Stockholders in Lieu of Special Meeting dated January 12, 2024.
3. Due Authorization, Execution, and Delivery.
Each of the Transaction Documents has been duly authorized, executed, and delivered by the Company.
4. Enforceability. Each Transaction Document constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject in each case to the qualifications set forth in Section V below (including, without limitation, the Bankruptcy Exception and the Equitable Principles Exception, each as defined therein).
5. Valid Issuance of the Notes.
The Notes, when issued, sold, and delivered by the Company in accordance with the terms of the NPA against payment therefor in the amounts set forth opposite each Purchaser's name on the Schedule of Purchasers attached to the NPA, will be duly authorized and validly issued obligations of the Company. We confirm that the principal amounts of the Notes to be issued at Closing aggregate to $60,000,000 across the four Purchasers, allocated as follows:
6. Shares Issuable Upon Conversion.
The shares of capital stock of the Company issuable upon conversion of the Notes — whether at the 20% discount to the price per share paid by investors in the Company's next Qualified Financing (anticipated to be the Series D Preferred Stock financing), or at the price implied by the $750,000,000 pre-money valuation cap on a fully diluted basis (which price is approximately $15.46 per share, calculated by reference to approximately 48,500,000 shares of the Company's capital stock outstanding on a fully diluted basis as of the date hereof) — have been duly authorized and reserved for issuance and, when issued upon conversion in accordance with the terms of the Notes and the NPA, will be validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, or similar rights arising under the Company's Amended and Restated Certificate of Incorporation, its Amended and Restated Bylaws, or the DGCL, other than any such rights that have been duly waived or complied with in connection with the transactions contemplated by the Transaction Documents.
[Drafter's note — to Nina: Please confirm the reserved share count is sufficient to cover conversion under both the discount and the valuation-cap methodologies, after giving effect to Series D placeholder assumptions and the current option pool. Coordinate with Peter re: option-pool overhang before finalizing. — NR]
7. No Conflicts.
The execution, delivery, and performance by the Company of the Transaction Documents, and the issuance of the Notes, do not and will not:
(a) violate or conflict with the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company;
(b) violate any Delaware statute, rule, or regulation applicable to the Company (subject to the qualifications set forth in Section V below); or
(c) result in a breach of, or constitute a default under, the Kelvantis Loan Agreement, in each case after giving effect to the Kelvantis Consent and Waiver Letter dated January 12, 2024 and the Subordination Agreement.
We express no opinion under this paragraph 7 with respect to any other contract, indenture, or agreement to which the Company is a party or by which it is bound, other than the Kelvantis Loan Agreement.
8. Governmental Consents.
No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any Delaware or United States federal governmental authority is required on the part of the Company in connection with the Company's execution and delivery of the Transaction Documents or the issuance of the Notes, other than:
(a) the filing of a Form D with the Securities and Exchange Commission pursuant to Rule 503 of Regulation D under the Securities Act;
(b) such notice filings as may be required to be made under applicable state securities or "blue sky" laws in the States of Delaware, Massachusetts, Illinois, California, and Washington; and
(c) such notice as may be required to be given to non-consenting stockholders of the Company pursuant to Section 228(e) of the Delaware General Corporation Law (the "DGCL").
9. Securities Law Exemption.
Assuming the accuracy of the representations and warranties of the Purchasers set forth in Section 3 of the NPA (including, without limitation, the representations regarding accredited investor status and investment intent), the offer, sale, and issuance of the Notes by the Company to the Purchasers pursuant to the NPA are exempt from the registration requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. We express no opinion as to any subsequent conversion of the Notes, or as to any subsequent offer, sale, transfer, or other disposition of the Notes or of any securities issuable upon conversion thereof.
V. Qualifications and Limitations
The opinions set forth in Section IV above are subject to the following qualifications and limitations:
A. Bankruptcy Exception. Our opinions in Section IV are subject to the effect of applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium, receivership, and similar laws of general application affecting the enforcement of creditors' rights generally (the "Bankruptcy Exception").
B. Equitable Principles Exception. Our opinions are further subject to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity) (the "Equitable Principles Exception").
C. Governing Law of Opinion. We are members of the Bar of the State of New York. The opinions expressed herein are limited to the laws of the State of Delaware (specifically, the DGCL, as applied by New York courts and the federal courts of the United States sitting in Delaware), and the federal laws of the United States of America. We express no opinion as to the laws of any other jurisdiction, including without limitation the laws of the States of New York, Massachusetts, Illinois, California, or Washington (other than as to the availability of notice filings under the blue sky laws of such states, as referenced in Opinion 8). We express no opinion as to the effect of any state securities or blue sky law beyond such notice filing availability.
D. Excluded Areas of Law. We express no opinion as to (i) federal or state tax laws, (ii) the Employee Retirement Income Security Act of 1974, as amended, or any regulations promulgated thereunder, (iii) federal or state antitrust laws, including without limitation the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) federal or state environmental laws, (v) laws relating to intellectual property, or (vi) any Delaware or federal law that in our experience is not customarily addressed in opinions of the type rendered herein.
E. Specific Contractual Provisions. We express no opinion as to the enforceability of:
(1) provisions of any Transaction Document providing for indemnification, exculpation, or contribution, to the extent enforcement thereof would be contrary to public policy (including, without limitation, public policies underlying federal or state securities laws);
(2) provisions of any Transaction Document relating to choice of forum, waiver of jury trial, waiver of service of process, or waiver of statutory or constitutional rights, to the extent not permitted under Delaware law; and
(3) provisions purporting to establish evidentiary standards, conclusive determinations, or presumptions.
F. No Financial Opinion. We express no opinion as to the financial condition, solvency, or business prospects of the Company, or as to the ability of the Company to satisfy any financial covenant or to perform its financial obligations under any Transaction Document.
G. Date of Opinion. The opinions expressed herein are limited to the facts existing on the date hereof and the laws in effect on the date hereof, and we assume no obligation to advise you (or any other person) of any changes in fact or law that may hereafter occur or come to our attention.
VI. Reliance and Use Limitations
This opinion is furnished by us solely for the benefit of the Purchasers in connection with the Closing under the NPA and may not be relied upon by any other person for any purpose without our prior written consent. This opinion may not be quoted, referred to, or delivered to any other person (including, without limitation, any subsequent transferee of any Note or of any securities issuable upon conversion of any Note) without our prior written consent. Notwithstanding the foregoing, this opinion may be disclosed (i) to bank or securities regulators, tax authorities, or other governmental authorities having jurisdiction over any Purchaser, and (ii) as otherwise required by applicable law, court order, or subpoena, in each case with prior written notice to us to the extent practicable.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
INTERNAL DRAFTING NOTES
To be removed prior to closing
Comment 1 — to Vicki (VC). Confirm you want the securities-law opinion (Opinion 9) rendered as an express opinion rather than an assumption. WPS pushed for express during the 12/28 call; we agreed to accommodate. If your view has changed, we can revert Opinion 9 to an assumption in Section III and delete Opinion 9 from Section IV. Please flag by 1/11.
Comment 2 — to Leonard (LA). Do we need a separate no-litigation confirmation? Not requested by WPS in the latest draft NPA (see Section 6.5, which was struck in the 1/5 turn). Recommend omit. If you disagree, we can add a limited no-litigation confirmation based on the Officer's Certificate rather than a docket search, but noting that would trigger additional diligence costs and likely delay closing.
Comment 3 — to Nina (NR). Please verify the reserved share count reflects the ~$15.46 cap-implied price on ~48.5M fully diluted shares before finalizing Opinion 6. Coordinate with Peter on option-pool overhang and confirm against the pro forma cap table circulated by the Company on 1/6. If reserved shares are insufficient, we need a Board consent supplement before Closing — flag immediately.
Comment 4 — to Peter (PV). IP-related reps confirmed clean per your 12/22 diligence memo; no IP-specific opinion is called for in this deliverable, and none was requested by WPS. No action required — flagged here for completeness of the record.
Reminders:
• Final version to be dated January 15, 2024 (Closing Date). Update the placeholder date line in the letterhead block accordingly.
• Delaware Good Standing Certificate was obtained January 11, 2024 — 4 days old at Closing, within customary tolerance (7-day rule of thumb). No bring-down required unless Closing slips past January 18, 2024.
• Coordinate final signature and delivery of the executed original with Howard Quinn's billing team; opinion issuance is a billable event under Matter No. 1009-00001. Ensure the closing checklist reflects delivery of one executed original to each Purchaser plus one for the Company's closing binder and one for our file.
• Confirm before signing that the Section 228 stockholder notice has been mailed or is in the process of being mailed; the "no consent, approval, order, or authorization ... except ... Section 228 notice" carve-out in Opinion 8 assumes compliance will occur in the ordinary course post-Closing.
END OF DRAFT — 1/8/2024 — N. REYES
Matter: | Skybridge Fintech Ltd. — $60,000,000 Convertible Note Bridge Financing
Matter No.: | 1009-00001
Document: | Draft Legal Opinion of Company Counsel
Circulation Date: | January 8, 2024
Drafters: | Nina Reyes (Senior Associate); Peter Vassiliev (Lead Associate — IP diligence input)
Reviewers: | Victoria Chambers (Responsible Partner); Leonard Ashford (Of Counsel, ECVC)
cc: | Howard Quinn (Billing Partner)
Target Closing: | January 15, 2024
Comments Due: | January 11, 2024 (COB)
Purchaser | Principal Amount
Ridgeline Ventures Fund IV, L.P. | $30,000,000
Beacon Hill Capital Partners, LLC | $15,000,000
Northstar Innovation Fund II, L.P. | $10,000,000
Halcyon Growth Equity, L.P. | $5,000,000
Total | $60,000,000

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INTERNAL DRAFTING NOTES

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