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AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

Dated as of January 15, 2024

by and among

SKYBRIDGE FINTECH LTD. a Delaware corporation

and

THE UNDERSIGNED HOLDERS OF SHARES OF THE COMPANY'S CAPITAL STOCK AND CONVERTIBLE PROMISSORY NOTES

AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

This AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Amendment") is entered into as of January 15, 2024, by and among Skybridge Fintech Ltd., a Delaware corporation (the "Company"), and the undersigned holders of shares of the Company's capital stock and convertible promissory notes (each, a "Party" and collectively, the "Parties").

RECITALS

WHEREAS, the Company and the investors party thereto (the "Existing Investors"), including Ridgeline Ventures Fund III, L.P., a Delaware limited partnership, Beacon Hill Capital Partners, LLC, a Delaware limited liability company, Halcyon Growth Equity, L.P., a Delaware limited partnership, and Crestpoint Seed Partners, L.P., a Delaware limited partnership, entered into that certain Amended and Restated Investors' Rights Agreement, dated as of July 19, 2021 (the "Existing IRA"), in connection with the closing of the Company's Series C Preferred Stock financing;

WHEREAS, the Company has entered into that certain Note Purchase Agreement, dated as of January 15, 2024 (the "Note Purchase Agreement"), by and among the Company and the purchasers listed on Schedule 1 thereto (the "Purchasers"), pursuant to which the Company has agreed to issue and sell convertible promissory notes (the "Notes") in the aggregate principal amount of Sixty Million Dollars ($60,000,000);

WHEREAS, the Purchasers under the Note Purchase Agreement are Ridgeline Ventures Fund IV, L.P., a Delaware limited partnership, Beacon Hill Capital Partners, LLC, a Delaware limited liability company, Northstar Innovation Fund II, L.P., a Delaware limited partnership, and Halcyon Growth Equity, L.P., a Delaware limited partnership;

WHEREAS, as a condition to the closing of the transactions contemplated by the Note Purchase Agreement, the Company and the Requisite Holders (as defined in the Existing IRA) have agreed to amend the Existing IRA to add the Purchasers as parties thereto and to grant the Purchasers certain information rights and participation rights, in each case as more fully set forth herein;

WHEREAS, the Requisite Holders under the Existing IRA, constituting the holders of a majority of the then-outstanding Registrable Securities (as defined in the Existing IRA), have approved this Amendment in accordance with the amendment provisions set forth in the Existing IRA;

WHEREAS, the Company's Board of Directors has authorized the execution and delivery of this Amendment pursuant to the Unanimous Written Consent of the Board of Directors of the Company, dated January 10, 2024; and

WHEREAS, the stockholders of the Company holding the requisite number of shares of the Company's capital stock necessary to approve this Amendment have approved this Amendment pursuant to the Written Consent of Stockholders in Lieu of Special Meeting, dated January 12, 2024.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. DEFINITIONS

1.1 General. Unless otherwise defined herein, all capitalized terms used in this Amendment shall have the respective meanings ascribed to such terms in the Existing IRA. All references in the Existing IRA to "this Agreement" or "the Agreement" shall, from and after the effective date of this Amendment, be deemed to refer to the Existing IRA as amended by this Amendment.

1.2 Definition of "Agreement." As used herein and, from and after the effective date of this Amendment, as used in the Existing IRA, the term "Agreement" shall mean the Existing IRA, as amended by this Amendment No. 1 and as may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.

1.3 Amendment of Definition of "Investors." The definition of "Investors" set forth in the Existing IRA is hereby amended and restated in its entirety to include, in addition to the Existing Investors, each of the Purchasers under the Note Purchase Agreement and their respective successors and permitted assigns who become parties to the Agreement in accordance with the terms thereof. For the avoidance of doubt, each Purchaser that is also an Existing Investor shall be deemed an "Investor" in both capacities, and the rights and obligations of such Purchaser in its capacity as an Existing Investor shall not be diminished, limited, or otherwise affected by its status as a Purchaser hereunder.

1.4 Definition of "Note Purchase Agreement." "Note Purchase Agreement" shall mean that certain Note Purchase Agreement, dated as of January 15, 2024, by and among the Company, Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and Halcyon Growth Equity, L.P., as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.

1.5 Definition of "Notes." "Notes" shall mean the convertible promissory notes issued and sold by the Company pursuant to the Note Purchase Agreement in the aggregate principal amount of Sixty Million Dollars ($60,000,000), bearing interest at the rate of six percent (6.00%) per annum, compounding annually, and maturing on January 15, 2026, subject to earlier conversion or repayment in accordance with the terms thereof, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.

1.6 Definition of "Conversion Shares." "Conversion Shares" shall mean the shares of the Company's capital stock issuable upon conversion of the Notes in accordance with the terms thereof, whether upon the occurrence of a Qualified Financing, a Change of Control, or otherwise pursuant to the conversion provisions of the Notes and the Note Purchase Agreement.

1.7 Definition of "Noteholders." "Noteholders" shall mean the holders from time to time of the Notes, including the initial Purchasers and any subsequent transferees or assignees who acquire Notes in accordance with the terms of the Note Purchase Agreement and this Agreement.

1.8 Definition of "Qualified Financing." "Qualified Financing" shall mean an equity financing of the Company, in a single transaction or a series of related transactions, yielding aggregate gross proceeds to the Company (excluding the conversion of the Notes and any other indebtedness) of at least Eighty Million Dollars ($80,000,000), excluding conversion of the Notes.

SECTION 2. AMENDMENTS TO THE EXISTING IRA

2.1 Addition of Purchasers as Parties. Each of the Purchasers is hereby added as an "Investor" and a party to the Existing IRA as of the effective date of this Amendment. From and after the effective date of this Amendment, each Purchaser shall be entitled to all rights, and shall be subject to all obligations, of an Investor under the Agreement, subject to the specific provisions, limitations, and modifications set forth in this Amendment. Each Purchaser, by executing and delivering this Amendment, agrees to be bound by and comply with all of the terms and conditions of the Agreement applicable to an Investor thereunder.

Upon conversion of the Notes into Conversion Shares in accordance with the terms of the Notes and the Note Purchase Agreement, such Conversion Shares shall be deemed "Registrable Securities" under the Agreement to the extent that such Conversion Shares constitute (a) shares of the Company's Preferred Stock or (b) shares of Common Stock issued or issuable upon conversion of such Preferred Stock, in each case subject to the exclusions set forth in the definition of "Registrable Securities" in the Existing IRA. For the avoidance of doubt, the Conversion Shares shall be entitled to all registration rights set forth in the Agreement on the same basis and to the same extent as shares of capital stock held by the Existing Investors.

2.2 Information Rights. The Existing IRA is hereby amended to add the following information rights for the benefit of the Purchasers, which shall be in addition to, and shall not limit or restrict, any information rights provided to any Purchaser in its separate capacity as an Existing Investor under the Existing IRA:

(a) Annual Financial Statements. The Company shall deliver to each Purchaser holding Notes (or, following conversion of the Notes, Conversion Shares) with an original principal amount of at least Five Million Dollars ($5,000,000) (each such Purchaser, a "Major Noteholder"), within one hundred twenty (120) days after the end of each fiscal year of the Company, a complete set of audited consolidated financial statements of the Company for such fiscal year, prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), consistently applied, and audited by Pinnacle Audit Group LLP, or another nationally recognized independent registered public accounting firm selected by the Company's Board of Directors. Such audited financial statements shall include a consolidated balance sheet as of the end of such fiscal year, a consolidated statement of operations, a consolidated statement of stockholders' equity, and a consolidated statement of cash flows for such fiscal year, together with notes thereto and the report of the Company's independent auditors thereon.

(b) Quarterly Financial Statements. The Company shall deliver to each Major Noteholder, within forty-five (45) days after the end of each fiscal quarter of the Company (other than the last fiscal quarter of each fiscal year), unaudited consolidated financial statements of the Company for such fiscal quarter and for the fiscal year-to-date period then ended, including a consolidated balance sheet as of the end of such fiscal quarter, a consolidated statement of operations, and a consolidated statement of cash flows, in each case prepared in accordance with GAAP, consistently applied, subject to the absence of footnotes and normal year-end audit adjustments. Such quarterly financial statements shall be accompanied by a brief narrative report from the Company's management describing the Company's operations for such fiscal quarter, including a comparison of actual results to the annual budget and operating plan.

(c) Annual Budget and Operating Plan. The Company shall deliver to each Major Noteholder, within thirty (30) days prior to the beginning of each fiscal year, an annual budget and operating plan for the ensuing fiscal year, as approved by the Company's Board of Directors, which shall include projected consolidated financial statements (including projected balance sheet, projected statement of operations, and projected statement of cash flows) on a monthly basis for such fiscal year, together with a summary of key assumptions, strategic initiatives, and capital expenditure plans.

(d) Monthly Financial Statements. The Company shall deliver to each Major Noteholder, within thirty (30) days after the end of each calendar month, unaudited monthly financial statements of the Company for such calendar month and for the fiscal year-to-date period then ended, including (i) a consolidated balance sheet as of the end of such calendar month, (ii) a consolidated income statement for such calendar month and for the year-to-date period, and (iii) a consolidated statement of cash flows for such calendar month and for the year-to-date period, in each case prepared in accordance with GAAP, consistently applied, subject to the absence of footnotes and normal year-end audit adjustments. Such monthly financial statements may be delivered in summary form and need not include notes or supplemental schedules, provided that they present fairly, in all material respects, the financial position and results of operations of the Company as of and for the periods indicated.

The information rights set forth in this Section 2.2 shall terminate upon the earliest to occur of: (i) the closing of a Qualified Financing in which such Major Noteholder converts its Notes into equity securities of the Company, at which point such Major Noteholder's information rights shall thereafter be governed solely by the terms and conditions of the definitive agreements entered into in connection with such Qualified Financing (including any investors' rights agreement or similar agreement entered into in connection therewith); (ii) the repayment in full of the Notes held by such Major Noteholder, including all accrued and unpaid interest thereon, in accordance with the terms of such Notes; or (iii) the consummation of a Change of Control of the Company (as such term is defined in the Existing IRA). Upon termination of the information rights pursuant to this paragraph, the Company shall have no further obligation to deliver financial information to such Major Noteholder under this Section 2.2, without prejudice to any information rights such Major Noteholder may hold in its capacity as an Existing Investor under the Existing IRA or otherwise.

All financial information and other data delivered by the Company to any Major Noteholder pursuant to this Section 2.2 shall be treated as confidential information of the Company and shall be subject to the confidentiality obligations set forth in Section 2.3 below.

2.3 Confidentiality. Each Purchaser acknowledges that the financial information and other information provided to it pursuant to the information rights set forth in Section 2.2 above and otherwise in connection with the transactions contemplated by this Amendment and the Note Purchase Agreement constitutes confidential and proprietary information of the Company. Each Purchaser agrees to hold in strict confidence and not to disclose, publish, or otherwise disseminate to any third party any such confidential information, except:

(a) to such Purchaser's partners, members, limited partners, directors, officers, employees, advisors, attorneys, accountants, consultants, and other representatives who have a need to know such information in connection with such Purchaser's investment in the Company, provided that such recipients are bound by obligations of confidentiality no less restrictive than those set forth herein, whether by written agreement or professional obligation;

(b) with the prior written consent of the Company;

(c) to the extent required by applicable law, regulation, or legal process, including any subpoena or similar legal process issued by a court of competent jurisdiction or a governmental authority, provided that, to the extent legally permissible, such Purchaser shall provide the Company with prompt written notice of such requirement prior to making any disclosure so that the Company may seek a protective order or other appropriate remedy, and provided further that such Purchaser shall cooperate with the Company, at the Company's expense, in seeking such protective order or remedy;

(d) to the extent such information (i) is or becomes generally available to the public other than as a result of a disclosure by such Purchaser or its representatives in violation of this Section 2.3, (ii) was available to such Purchaser on a non-confidential basis prior to its disclosure by the Company, or (iii) becomes available to such Purchaser from a source other than the Company, provided that such source is not known by such Purchaser to be bound by a confidentiality obligation to the Company with respect to such information; or

(e) to a prospective transferee of Notes or Conversion Shares in connection with a permitted transfer under the Note Purchase Agreement or the Agreement, provided that such prospective transferee has executed and delivered to the Company a confidentiality agreement in form and substance reasonably satisfactory to the Company prior to receiving any such information.

DTSA Notice. Pursuant to the federal Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), each Purchaser is hereby notified that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.

2.4 Participation Rights (Pro Rata Rights). The Existing IRA is hereby amended to grant each Major Noteholder the right to participate on a pro rata basis in any subsequent issuance of equity securities by the Company (each, a "Subsequent Offering"), other than Excluded Securities (as such term is defined in the Existing IRA), on the following terms and conditions:

(a) Calculation of Pro Rata Share. Each Major Noteholder's pro rata share for purposes of this Section 2.4 shall be calculated based on the number of shares of capital stock of the Company that such Major Noteholder would hold on an as-converted, fully diluted basis, assuming the conversion of all outstanding Notes at the Valuation Cap price. For purposes of this calculation, the Valuation Cap price shall be equal to the pre-money valuation cap of Seven Hundred Fifty Million Dollars ($750,000,000) divided by the total number of outstanding shares of the Company's capital stock on a fully diluted, as-converted basis as of the date of determination (which the Parties acknowledge is approximately 48,500,000 fully diluted shares as of the date of this Amendment), resulting in an approximate conversion price of Fifteen Dollars and Forty-Six Cents ($15.46) per share. Each Major Noteholder's pro rata share shall be the ratio of (x) the number of shares of capital stock that such Major Noteholder would hold on an as-converted, fully diluted basis (calculated as described above) to (y) the total number of outstanding shares of the Company's capital stock on a fully diluted, as-converted basis, in each case as of the date immediately prior to the closing of such Subsequent Offering.

(b) Notice. The Company shall provide each Major Noteholder entitled to participation rights under this Section 2.4 with written notice (a "Subsequent Offering Notice") of any Subsequent Offering at least fifteen (15) days prior to the anticipated closing date thereof. The Subsequent Offering Notice shall specify (i) the type of equity securities being offered, (ii) the number of shares being offered, (iii) the price per share and other material terms and conditions of the Subsequent Offering (including any minimum investment requirements and any rights, preferences, privileges, or restrictions applicable to such securities), and (iv) the anticipated closing date of the Subsequent Offering.

(c) Election to Participate. Each Major Noteholder shall have ten (10) business days following receipt of the Subsequent Offering Notice (the "Participation Election Period") to elect to participate in the Subsequent Offering by delivering to the Company a written notice of its election to purchase its pro rata share of the securities being offered in the Subsequent Offering (or any lesser amount). If a Major Noteholder does not deliver a written notice of election within the Participation Election Period, such Major Noteholder shall be deemed to have waived its participation right with respect to such Subsequent Offering, but such waiver shall not affect such Major Noteholder's participation rights with respect to any future Subsequent Offering.

(d) Closing. Each Major Noteholder that elects to participate in a Subsequent Offering pursuant to this Section 2.4 shall purchase the securities being offered at the same price and on the same terms and conditions as the other purchasers participating in such Subsequent Offering. The closing of such Major Noteholder's purchase shall occur concurrently with the closing of the Subsequent Offering, or at such later date as the Company and such Major Noteholder may mutually agree.

The participation rights set forth in this Section 2.4 shall terminate upon the earliest to occur of: (i) the conversion of the Notes held by such Major Noteholder in connection with a Qualified Financing, following which such Major Noteholder's participation rights shall be governed by the terms and conditions of the definitive agreements entered into in connection with such Qualified Financing; (ii) the repayment in full of all outstanding Notes held by such Major Noteholder, including all accrued and unpaid interest thereon, at maturity or otherwise in accordance with the terms of such Notes; or (iii) the consummation of a Change of Control of the Company (as such term is defined in the Existing IRA). For the avoidance of doubt, nothing in this Section 2.4 shall limit or restrict any participation rights or pro rata rights that a Major Noteholder may separately hold in its capacity as an Existing Investor under the Existing IRA.

2.5 Interaction with Existing Investor Rights. The rights granted to the Purchasers under this Amendment are in addition to, and shall not limit, diminish, or restrict, any rights held by any Purchaser in its separate capacity as an Existing Investor under the Existing IRA. Certain of the Purchasers are also Existing Investors, including Beacon Hill Capital Partners, LLC (in its capacity as an existing holder of shares of the Company's Series C Preferred Stock and Series B Preferred Stock), Halcyon Growth Equity, L.P. (in its capacity as an existing holder of shares of the Company's Series B Preferred Stock), and Ridgeline Ventures Fund IV, L.P. (which is an affiliate of Ridgeline Ventures Fund III, L.P., an existing holder of shares of the Company's Series C Preferred Stock). Each such Purchaser shall continue to enjoy all rights, privileges, and protections afforded to it as an Existing Investor, and the acquisition by such Purchaser of Notes pursuant to the Note Purchase Agreement shall not be deemed to constitute a waiver, modification, or termination of any such rights.

In the event of any conflict or inconsistency between the terms of this Amendment and the terms of the Existing IRA, the terms of this Amendment shall control and prevail with respect to the rights and obligations of the Purchasers in their capacity as Noteholders; provided, however, that no provision of this Amendment shall be construed to diminish or impair any rights that any Purchaser holds in its capacity as an Existing Investor under the Existing IRA or to relieve the Company of any obligations owed to the Existing Investors under the Existing IRA.

2.6 Additional Covenants of the Company. In addition to the covenants of the Company set forth in the Existing IRA, the Company hereby covenants and agrees with each Major Noteholder as follows:

(a) Material Adverse Change Notification. The Company shall promptly, and in any event within five (5) business days following the Company's becoming aware thereof, provide written notice to each Major Noteholder of any event, occurrence, development, condition, or change that has had, or would reasonably be expected to have, a material adverse effect on the business, financial condition, assets, liabilities, operations, results of operations, or prospects of the Company and its subsidiaries, taken as a whole (a "Material Adverse Change"). Such notice shall describe the nature and expected duration of such Material Adverse Change in reasonable detail and shall set forth the actions the Company has taken or proposes to take in response thereto.

(b) Use of Proceeds. The Company shall use the proceeds from the issuance and sale of the Notes solely for general corporate purposes, working capital, and product development, in each case consistent with the Officer's Certificate — Use of Proceeds delivered by the Company at the closing of the transactions contemplated by the Note Purchase Agreement. The Company shall not use any portion of the proceeds from the Notes for any purpose other than as set forth in the foregoing sentence without the prior written consent of the holders of a majority of the aggregate principal amount of the then-outstanding Notes.

SECTION 3. REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. The Company hereby represents and warrants to each of the Purchasers and the Requisite Holders as of the date hereof as follows:

(a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (DE File Number 6384291). The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted.

(b) Authorization. The execution, delivery, and performance by the Company of this Amendment have been duly authorized by all necessary corporate action on the part of the Company, including (i) the Unanimous Written Consent of the Board of Directors of the Company, dated January 10, 2024, and (ii) the Written Consent of Stockholders in Lieu of Special Meeting, dated January 12, 2024, and no further corporate action on the part of the Company, its Board of Directors, or its stockholders is required in connection therewith.

(c) Enforceability. This Amendment constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application relating to or affecting the enforcement of creditors' rights generally, and (ii) the availability of equitable remedies, including specific performance and injunctive relief, which may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the "Enforceability Exceptions").

(d) No Conflicts. The execution, delivery, and performance by the Company of this Amendment and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, violate, or result in a breach of any provision of the Company's Amended and Restated Certificate of Incorporation, as currently in effect, or the Company's Bylaws, as currently in effect, (ii) conflict with, violate, result in a breach of, constitute a default under (or an event that, with notice or lapse of time or both, would constitute a default under), or give rise to any right of termination, acceleration, or cancellation under, any material agreement, contract, lease, license, instrument, note, bond, mortgage, indenture, or other obligation to which the Company is a party or by which the Company or any of its properties or assets is bound, including that certain Loan and Security Agreement, dated as of August 15, 2022, by and between the Company and Kelvantis Lending Corp. (Kelvantis Lending Corp. having delivered its consent and waiver with respect to the transactions contemplated by this Amendment and the Note Purchase Agreement on January 12, 2024), or (iii) result in the creation or imposition of any lien, encumbrance, charge, or other security interest upon any of the properties or assets of the Company.

3.2 Representations and Warranties of the Requisite Holders. Each Requisite Holder executing this Amendment hereby represents and warrants, severally and not jointly, as of the date hereof as follows:

(a) Power and Authority. Such Requisite Holder has the full legal right, power, and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution, delivery, and performance by such Requisite Holder of this Amendment have been duly authorized by all necessary action on the part of such Requisite Holder, including, where applicable, approval by its general partner, managing member, board of directors, or other governing body.

(b) Enforceability. This Amendment constitutes the legal, valid, and binding obligation of such Requisite Holder, enforceable against such Requisite Holder in accordance with its terms, subject to the Enforceability Exceptions.

3.3 Representations and Warranties of the Purchasers. Each Purchaser executing this Amendment hereby represents and warrants, severally and not jointly, as of the date hereof as follows:

(a) Power and Authority. Such Purchaser has the full legal right, power, and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution, delivery, and performance by such Purchaser of this Amendment have been duly authorized by all necessary action on the part of such Purchaser, including, where applicable, approval by its general partner, managing member, board of directors, or other governing body.

(b) Enforceability. This Amendment constitutes the legal, valid, and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to the Enforceability Exceptions.

(c) No Conflicts. The execution, delivery, and performance by such Purchaser of this Amendment do not and will not conflict with, violate, or result in a breach of (i) the organizational documents of such Purchaser or (ii) any material agreement, contract, or instrument to which such Purchaser is a party or by which such Purchaser is bound.

SECTION 4. CONDITIONS TO EFFECTIVENESS

This Amendment shall become effective (the "Effective Date") upon the satisfaction of each of the following conditions:

(a) the execution and delivery of this Amendment by the Company;

(b) the execution and delivery of this Amendment by the Requisite Holders (as defined in the Existing IRA), constituting the holders of at least a majority of the then-outstanding Registrable Securities (as defined in the Existing IRA);

(d) the closing of the Initial Closing (as defined in the Note Purchase Agreement) under the Note Purchase Agreement on January 15, 2024, including the payment of the aggregate purchase price by each Purchaser and the issuance and delivery of the Notes by the Company.

Until such time as all of the foregoing conditions have been satisfied, this Amendment shall be of no force or effect and shall not be binding upon any Party hereto. If the Initial Closing under the Note Purchase Agreement does not occur on or prior to January 15, 2024, this Amendment shall automatically terminate and be of no further force or effect.

SECTION 5. MISCELLANEOUS

5.1 Entire Agreement. This Amendment, together with the Existing IRA (as amended hereby), the Note Purchase Agreement, the Notes, and the other transaction documents contemplated by the Note Purchase Agreement and this Amendment, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, understandings, and communications, whether written or oral, relating to the subject matter hereof. No Party has relied on any statement, representation, warranty, or agreement of any other Party except for those expressly set forth herein or in the other transaction documents referenced herein.

5.2 Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any legal proceeding arising out of or relating to this Amendment, any claim that it is not personally subject to the jurisdiction of the courts referenced in Section 5.3 below, that its property is exempt or immune from attachment or execution, that any such proceeding is brought in an inconvenient forum, that the venue of such proceeding is improper, or that this Amendment may not be enforced in or by such courts.

5.3 Dispute Resolution; Jurisdiction. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, the Superior Court of the State of Delaware (Complex Commercial Division)), or, in the event that neither such state court has subject matter jurisdiction, the United States District Court for the District of Delaware, and any appellate court from any thereof, for the purpose of any action, suit, or proceeding arising out of or relating to this Amendment or the transactions contemplated hereby. Each Party agrees that service of process may be made in the manner set forth for giving notices under Section 5.8 of this Amendment or in any other manner permitted by applicable law.

5.4 Amendments and Waivers. This Amendment may be amended, modified, or supplemented, and any provision hereof may be waived, only by a written instrument signed by the Company and the Requisite Holders (as such term is defined in the Existing IRA, as amended hereby). No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. No single or partial exercise of any right, power, or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

5.5 Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any other applicable law, e.g., www.Brightwater Software.com), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes. PDF copies of signatures shall be treated as originals for all purposes.

5.6 Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and personal representatives. No Party may assign or transfer its rights or obligations under this Amendment without the prior written consent of the Company and the Requisite Holders, except (a) in connection with a transfer of Notes or Conversion Shares made in accordance with the transfer restrictions set forth in the Note Purchase Agreement and the Agreement, in which case the transferee shall be bound by the terms of this Amendment applicable to the transferor, and (b) by operation of law.

5.7 Severability. If any provision of this Amendment or the application thereof to any Party or circumstance is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Amendment shall not in any way be affected or impaired thereby, and the Parties shall negotiate in good faith to agree upon a valid, legal, and enforceable substitute provision that most nearly effects the Parties' original intent. To the extent permitted by applicable law, each Party hereby waives any provision of law that renders any provision of this Amendment invalid, illegal, or unenforceable in any respect.

5.8 Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Amendment shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Existing IRA. Notices to the Company shall be sent to:

Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801

Attention: Priya Ramanathan, General Counsel

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022

Attention: Leonard Ashford

Notices to each Purchaser shall be sent to the address set forth below such Purchaser's signature hereto or, if not set forth below such Purchaser's signature, to the address set forth on Schedule 1 to the Note Purchase Agreement, as follows:

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

Attention: Samuel Okonkwo, Partner

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

Attention: Joanna Falkner, Managing Director

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

Attention: Wei-Lin Chang, Managing Partner

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

Attention: Robert Castillo, Partner

Notices to the Existing Investors shall be sent to the addresses set forth in the Existing IRA or such other addresses as may have been provided to the Company in writing from time to time.

Any Party may change its address for purposes of receiving notices under this Amendment by providing written notice of such change to the other Parties in accordance with this Section 5.8. Notices shall be deemed received in accordance with the notice provisions of the Existing IRA.

5.9 DTSA Notice. Pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), each Party is hereby notified:

"An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that — (A) is made — (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual — (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order."

5.10 Further Assurances. Each Party agrees to execute and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably required or necessary to carry out and effectuate the provisions and purposes of this Amendment and to consummate the transactions contemplated hereby.

[Remainder of Page Intentionally Left Blank — Signature Pages Follow]

SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to Amended and Restated Investors' Rights Agreement as of the date first written above.

COMPANY:.

SKYBRIDGE FINTECH LTD.

(affiliate of Ridgeline Ventures Management IV, LLC)

By: ________

Name: Catherine "Kate" Drummond

Title: Managing Partner

SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

BEACON HILL CAPITAL PARTNERS, LLC (signing in its capacity as an Existing Investor)

By: ________

Name: Joanna Falkner

Title: Managing Director

SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

HALCYON GROWTH EQUITY, L.P. (signing in its capacity as an Existing Investor)

By: Halcyon Growth Management, LLC, its General Partner

By: ________

Name: Robert "Rob" Castillo

Title: Partner

SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

CRESTPOINT SEED PARTNERS, L.P. (Series A Investor)

By: ________

Name: ________

Title: ________

SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

ADDITIONAL REQUISITE HOLDERS:

[Additional signature pages for any other Existing Investors whose execution is required to satisfy the Requisite Holder threshold under the Existing IRA are attached hereto as needed.]

By: ________

Name: ________

Title: ________

Entity: ________

SCHEDULE A

SCHEDULE OF PURCHASERS

The following table sets forth the name of each Purchaser, the aggregate principal amount of convertible promissory notes purchased by such Purchaser pursuant to the Note Purchase Agreement, and such Purchaser's percentage of the total principal amount of Notes issued thereunder:

Notes: The Notes bear interest at the rate of 6.00% per annum, compounding annually, and mature on January 15, 2026, subject to earlier conversion in connection with a Qualified Financing, a Change of Control, or otherwise in accordance with the terms of the Notes and the Note Purchase Agreement. The Notes are convertible at a pre-money valuation cap of $750,000,000 on an as-converted, fully diluted basis (approximately $15.46 per share based on approximately 48,500,000 fully diluted shares as of the date of the Note Purchase Agreement).

Purchaser	Principal Amount	% of Round
Ridgeline Ventures Fund IV, L.P.	$30,000,000	50.00%
Beacon Hill Capital Partners, LLC	$15,000,000	25.00%
Northstar Innovation Fund II, L.P.	$10,000,000	16.67%
Halcyon Growth Equity, L.P.	$5,000,000	8.33%
Total	$60,000,000	100.00%

AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
Dated as of January 15, 2024
by and among
SKYBRIDGE FINTECH LTD. a Delaware corporation
and
THE UNDERSIGNED HOLDERS OF SHARES OF THE COMPANY'S CAPITAL STOCK AND CONVERTIBLE PROMISSORY NOTES
AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Amendment") is entered into as of January 15, 2024, by and among Skybridge Fintech Ltd., a Delaware corporation (the "Company"), and the undersigned holders of shares of the Company's capital stock and convertible promissory notes (each, a "Party" and collectively, the "Parties").
RECITALS
WHEREAS, the Company and the investors party thereto (the "Existing Investors"), including Ridgeline Ventures Fund III, L.P., a Delaware limited partnership, Beacon Hill Capital Partners, LLC, a Delaware limited liability company, Halcyon Growth Equity, L.P., a Delaware limited partnership, and Crestpoint Seed Partners, L.P., a Delaware limited partnership, entered into that certain Amended and Restated Investors' Rights Agreement, dated as of July 19, 2021 (the "Existing IRA"), in connection with the closing of the Company's Series C Preferred Stock financing;
WHEREAS, the Company has entered into that certain Note Purchase Agreement, dated as of January 15, 2024 (the "Note Purchase Agreement"), by and among the Company and the purchasers listed on Schedule 1 thereto (the "Purchasers"), pursuant to which the Company has agreed to issue and sell convertible promissory notes (the "Notes") in the aggregate principal amount of Sixty Million Dollars ($60,000,000);
WHEREAS, the Purchasers under the Note Purchase Agreement are Ridgeline Ventures Fund IV, L.P., a Delaware limited partnership, Beacon Hill Capital Partners, LLC, a Delaware limited liability company, Northstar Innovation Fund II, L.P., a Delaware limited partnership, and Halcyon Growth Equity, L.P., a Delaware limited partnership;
WHEREAS, as a condition to the closing of the transactions contemplated by the Note Purchase Agreement, the Company and the Requisite Holders (as defined in the Existing IRA) have agreed to amend the Existing IRA to add the Purchasers as parties thereto and to grant the Purchasers certain information rights and participation rights, in each case as more fully set forth herein;
WHEREAS, the Requisite Holders under the Existing IRA, constituting the holders of a majority of the then-outstanding Registrable Securities (as defined in the Existing IRA), have approved this Amendment in accordance with the amendment provisions set forth in the Existing IRA;
WHEREAS, the Company's Board of Directors has authorized the execution and delivery of this Amendment pursuant to the Unanimous Written Consent of the Board of Directors of the Company, dated January 10, 2024; and
WHEREAS, the stockholders of the Company holding the requisite number of shares of the Company's capital stock necessary to approve this Amendment have approved this Amendment pursuant to the Written Consent of Stockholders in Lieu of Special Meeting, dated January 12, 2024.
NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. DEFINITIONS
1.1 General. Unless otherwise defined herein, all capitalized terms used in this Amendment shall have the respective meanings ascribed to such terms in the Existing IRA. All references in the Existing IRA to "this Agreement" or "the Agreement" shall, from and after the effective date of this Amendment, be deemed to refer to the Existing IRA as amended by this Amendment.
1.2 Definition of "Agreement." As used herein and, from and after the effective date of this Amendment, as used in the Existing IRA, the term "Agreement" shall mean the Existing IRA, as amended by this Amendment No. 1 and as may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.
1.3 Amendment of Definition of "Investors." The definition of "Investors" set forth in the Existing IRA is hereby amended and restated in its entirety to include, in addition to the Existing Investors, each of the Purchasers under the Note Purchase Agreement and their respective successors and permitted assigns who become parties to the Agreement in accordance with the terms thereof. For the avoidance of doubt, each Purchaser that is also an Existing Investor shall be deemed an "Investor" in both capacities, and the rights and obligations of such Purchaser in its capacity as an Existing Investor shall not be diminished, limited, or otherwise affected by its status as a Purchaser hereunder.
1.4 Definition of "Note Purchase Agreement." "Note Purchase Agreement" shall mean that certain Note Purchase Agreement, dated as of January 15, 2024, by and among the Company, Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and Halcyon Growth Equity, L.P., as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.
1.5 Definition of "Notes." "Notes" shall mean the convertible promissory notes issued and sold by the Company pursuant to the Note Purchase Agreement in the aggregate principal amount of Sixty Million Dollars ($60,000,000), bearing interest at the rate of six percent (6.00%) per annum, compounding annually, and maturing on January 15, 2026, subject to earlier conversion or repayment in accordance with the terms thereof, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.
1.6 Definition of "Conversion Shares." "Conversion Shares" shall mean the shares of the Company's capital stock issuable upon conversion of the Notes in accordance with the terms thereof, whether upon the occurrence of a Qualified Financing, a Change of Control, or otherwise pursuant to the conversion provisions of the Notes and the Note Purchase Agreement.
1.7 Definition of "Noteholders." "Noteholders" shall mean the holders from time to time of the Notes, including the initial Purchasers and any subsequent transferees or assignees who acquire Notes in accordance with the terms of the Note Purchase Agreement and this Agreement.
1.8 Definition of "Qualified Financing." "Qualified Financing" shall mean an equity financing of the Company, in a single transaction or a series of related transactions, yielding aggregate gross proceeds to the Company (excluding the conversion of the Notes and any other indebtedness) of at least Eighty Million Dollars ($80,000,000), excluding conversion of the Notes.
SECTION 2. AMENDMENTS TO THE EXISTING IRA
2.1 Addition of Purchasers as Parties. Each of the Purchasers is hereby added as an "Investor" and a party to the Existing IRA as of the effective date of this Amendment. From and after the effective date of this Amendment, each Purchaser shall be entitled to all rights, and shall be subject to all obligations, of an Investor under the Agreement, subject to the specific provisions, limitations, and modifications set forth in this Amendment. Each Purchaser, by executing and delivering this Amendment, agrees to be bound by and comply with all of the terms and conditions of the Agreement applicable to an Investor thereunder.
Upon conversion of the Notes into Conversion Shares in accordance with the terms of the Notes and the Note Purchase Agreement, such Conversion Shares shall be deemed "Registrable Securities" under the Agreement to the extent that such Conversion Shares constitute (a) shares of the Company's Preferred Stock or (b) shares of Common Stock issued or issuable upon conversion of such Preferred Stock, in each case subject to the exclusions set forth in the definition of "Registrable Securities" in the Existing IRA. For the avoidance of doubt, the Conversion Shares shall be entitled to all registration rights set forth in the Agreement on the same basis and to the same extent as shares of capital stock held by the Existing Investors.
2.2 Information Rights. The Existing IRA is hereby amended to add the following information rights for the benefit of the Purchasers, which shall be in addition to, and shall not limit or restrict, any information rights provided to any Purchaser in its separate capacity as an Existing Investor under the Existing IRA:
(a) Annual Financial Statements. The Company shall deliver to each Purchaser holding Notes (or, following conversion of the Notes, Conversion Shares) with an original principal amount of at least Five Million Dollars ($5,000,000) (each such Purchaser, a "Major Noteholder"), within one hundred twenty (120) days after the end of each fiscal year of the Company, a complete set of audited consolidated financial statements of the Company for such fiscal year, prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), consistently applied, and audited by Pinnacle Audit Group LLP, or another nationally recognized independent registered public accounting firm selected by the Company's Board of Directors. Such audited financial statements shall include a consolidated balance sheet as of the end of such fiscal year, a consolidated statement of operations, a consolidated statement of stockholders' equity, and a consolidated statement of cash flows for such fiscal year, together with notes thereto and the report of the Company's independent auditors thereon.
(b) Quarterly Financial Statements. The Company shall deliver to each Major Noteholder, within forty-five (45) days after the end of each fiscal quarter of the Company (other than the last fiscal quarter of each fiscal year), unaudited consolidated financial statements of the Company for such fiscal quarter and for the fiscal year-to-date period then ended, including a consolidated balance sheet as of the end of such fiscal quarter, a consolidated statement of operations, and a consolidated statement of cash flows, in each case prepared in accordance with GAAP, consistently applied, subject to the absence of footnotes and normal year-end audit adjustments. Such quarterly financial statements shall be accompanied by a brief narrative report from the Company's management describing the Company's operations for such fiscal quarter, including a comparison of actual results to the annual budget and operating plan.
(c) Annual Budget and Operating Plan. The Company shall deliver to each Major Noteholder, within thirty (30) days prior to the beginning of each fiscal year, an annual budget and operating plan for the ensuing fiscal year, as approved by the Company's Board of Directors, which shall include projected consolidated financial statements (including projected balance sheet, projected statement of operations, and projected statement of cash flows) on a monthly basis for such fiscal year, together with a summary of key assumptions, strategic initiatives, and capital expenditure plans.
(d) Monthly Financial Statements. The Company shall deliver to each Major Noteholder, within thirty (30) days after the end of each calendar month, unaudited monthly financial statements of the Company for such calendar month and for the fiscal year-to-date period then ended, including (i) a consolidated balance sheet as of the end of such calendar month, (ii) a consolidated income statement for such calendar month and for the year-to-date period, and (iii) a consolidated statement of cash flows for such calendar month and for the year-to-date period, in each case prepared in accordance with GAAP, consistently applied, subject to the absence of footnotes and normal year-end audit adjustments. Such monthly financial statements may be delivered in summary form and need not include notes or supplemental schedules, provided that they present fairly, in all material respects, the financial position and results of operations of the Company as of and for the periods indicated.
The information rights set forth in this Section 2.2 shall terminate upon the earliest to occur of: (i) the closing of a Qualified Financing in which such Major Noteholder converts its Notes into equity securities of the Company, at which point such Major Noteholder's information rights shall thereafter be governed solely by the terms and conditions of the definitive agreements entered into in connection with such Qualified Financing (including any investors' rights agreement or similar agreement entered into in connection therewith); (ii) the repayment in full of the Notes held by such Major Noteholder, including all accrued and unpaid interest thereon, in accordance with the terms of such Notes; or (iii) the consummation of a Change of Control of the Company (as such term is defined in the Existing IRA). Upon termination of the information rights pursuant to this paragraph, the Company shall have no further obligation to deliver financial information to such Major Noteholder under this Section 2.2, without prejudice to any information rights such Major Noteholder may hold in its capacity as an Existing Investor under the Existing IRA or otherwise.
All financial information and other data delivered by the Company to any Major Noteholder pursuant to this Section 2.2 shall be treated as confidential information of the Company and shall be subject to the confidentiality obligations set forth in Section 2.3 below.
2.3 Confidentiality. Each Purchaser acknowledges that the financial information and other information provided to it pursuant to the information rights set forth in Section 2.2 above and otherwise in connection with the transactions contemplated by this Amendment and the Note Purchase Agreement constitutes confidential and proprietary information of the Company. Each Purchaser agrees to hold in strict confidence and not to disclose, publish, or otherwise disseminate to any third party any such confidential information, except:
(a) to such Purchaser's partners, members, limited partners, directors, officers, employees, advisors, attorneys, accountants, consultants, and other representatives who have a need to know such information in connection with such Purchaser's investment in the Company, provided that such recipients are bound by obligations of confidentiality no less restrictive than those set forth herein, whether by written agreement or professional obligation;
(b) with the prior written consent of the Company;
(c) to the extent required by applicable law, regulation, or legal process, including any subpoena or similar legal process issued by a court of competent jurisdiction or a governmental authority, provided that, to the extent legally permissible, such Purchaser shall provide the Company with prompt written notice of such requirement prior to making any disclosure so that the Company may seek a protective order or other appropriate remedy, and provided further that such Purchaser shall cooperate with the Company, at the Company's expense, in seeking such protective order or remedy;
(d) to the extent such information (i) is or becomes generally available to the public other than as a result of a disclosure by such Purchaser or its representatives in violation of this Section 2.3, (ii) was available to such Purchaser on a non-confidential basis prior to its disclosure by the Company, or (iii) becomes available to such Purchaser from a source other than the Company, provided that such source is not known by such Purchaser to be bound by a confidentiality obligation to the Company with respect to such information; or
(e) to a prospective transferee of Notes or Conversion Shares in connection with a permitted transfer under the Note Purchase Agreement or the Agreement, provided that such prospective transferee has executed and delivered to the Company a confidentiality agreement in form and substance reasonably satisfactory to the Company prior to receiving any such information.
DTSA Notice. Pursuant to the federal Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), each Purchaser is hereby notified that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.
2.4 Participation Rights (Pro Rata Rights). The Existing IRA is hereby amended to grant each Major Noteholder the right to participate on a pro rata basis in any subsequent issuance of equity securities by the Company (each, a "Subsequent Offering"), other than Excluded Securities (as such term is defined in the Existing IRA), on the following terms and conditions:
(a) Calculation of Pro Rata Share. Each Major Noteholder's pro rata share for purposes of this Section 2.4 shall be calculated based on the number of shares of capital stock of the Company that such Major Noteholder would hold on an as-converted, fully diluted basis, assuming the conversion of all outstanding Notes at the Valuation Cap price. For purposes of this calculation, the Valuation Cap price shall be equal to the pre-money valuation cap of Seven Hundred Fifty Million Dollars ($750,000,000) divided by the total number of outstanding shares of the Company's capital stock on a fully diluted, as-converted basis as of the date of determination (which the Parties acknowledge is approximately 48,500,000 fully diluted shares as of the date of this Amendment), resulting in an approximate conversion price of Fifteen Dollars and Forty-Six Cents ($15.46) per share. Each Major Noteholder's pro rata share shall be the ratio of (x) the number of shares of capital stock that such Major Noteholder would hold on an as-converted, fully diluted basis (calculated as described above) to (y) the total number of outstanding shares of the Company's capital stock on a fully diluted, as-converted basis, in each case as of the date immediately prior to the closing of such Subsequent Offering.
(b) Notice. The Company shall provide each Major Noteholder entitled to participation rights under this Section 2.4 with written notice (a "Subsequent Offering Notice") of any Subsequent Offering at least fifteen (15) days prior to the anticipated closing date thereof. The Subsequent Offering Notice shall specify (i) the type of equity securities being offered, (ii) the number of shares being offered, (iii) the price per share and other material terms and conditions of the Subsequent Offering (including any minimum investment requirements and any rights, preferences, privileges, or restrictions applicable to such securities), and (iv) the anticipated closing date of the Subsequent Offering.
(c) Election to Participate. Each Major Noteholder shall have ten (10) business days following receipt of the Subsequent Offering Notice (the "Participation Election Period") to elect to participate in the Subsequent Offering by delivering to the Company a written notice of its election to purchase its pro rata share of the securities being offered in the Subsequent Offering (or any lesser amount). If a Major Noteholder does not deliver a written notice of election within the Participation Election Period, such Major Noteholder shall be deemed to have waived its participation right with respect to such Subsequent Offering, but such waiver shall not affect such Major Noteholder's participation rights with respect to any future Subsequent Offering.
(d) Closing. Each Major Noteholder that elects to participate in a Subsequent Offering pursuant to this Section 2.4 shall purchase the securities being offered at the same price and on the same terms and conditions as the other purchasers participating in such Subsequent Offering. The closing of such Major Noteholder's purchase shall occur concurrently with the closing of the Subsequent Offering, or at such later date as the Company and such Major Noteholder may mutually agree.
The participation rights set forth in this Section 2.4 shall terminate upon the earliest to occur of: (i) the conversion of the Notes held by such Major Noteholder in connection with a Qualified Financing, following which such Major Noteholder's participation rights shall be governed by the terms and conditions of the definitive agreements entered into in connection with such Qualified Financing; (ii) the repayment in full of all outstanding Notes held by such Major Noteholder, including all accrued and unpaid interest thereon, at maturity or otherwise in accordance with the terms of such Notes; or (iii) the consummation of a Change of Control of the Company (as such term is defined in the Existing IRA). For the avoidance of doubt, nothing in this Section 2.4 shall limit or restrict any participation rights or pro rata rights that a Major Noteholder may separately hold in its capacity as an Existing Investor under the Existing IRA.
2.5 Interaction with Existing Investor Rights. The rights granted to the Purchasers under this Amendment are in addition to, and shall not limit, diminish, or restrict, any rights held by any Purchaser in its separate capacity as an Existing Investor under the Existing IRA. Certain of the Purchasers are also Existing Investors, including Beacon Hill Capital Partners, LLC (in its capacity as an existing holder of shares of the Company's Series C Preferred Stock and Series B Preferred Stock), Halcyon Growth Equity, L.P. (in its capacity as an existing holder of shares of the Company's Series B Preferred Stock), and Ridgeline Ventures Fund IV, L.P. (which is an affiliate of Ridgeline Ventures Fund III, L.P., an existing holder of shares of the Company's Series C Preferred Stock). Each such Purchaser shall continue to enjoy all rights, privileges, and protections afforded to it as an Existing Investor, and the acquisition by such Purchaser of Notes pursuant to the Note Purchase Agreement shall not be deemed to constitute a waiver, modification, or termination of any such rights.
In the event of any conflict or inconsistency between the terms of this Amendment and the terms of the Existing IRA, the terms of this Amendment shall control and prevail with respect to the rights and obligations of the Purchasers in their capacity as Noteholders; provided, however, that no provision of this Amendment shall be construed to diminish or impair any rights that any Purchaser holds in its capacity as an Existing Investor under the Existing IRA or to relieve the Company of any obligations owed to the Existing Investors under the Existing IRA.
2.6 Additional Covenants of the Company. In addition to the covenants of the Company set forth in the Existing IRA, the Company hereby covenants and agrees with each Major Noteholder as follows:
(a) Material Adverse Change Notification. The Company shall promptly, and in any event within five (5) business days following the Company's becoming aware thereof, provide written notice to each Major Noteholder of any event, occurrence, development, condition, or change that has had, or would reasonably be expected to have, a material adverse effect on the business, financial condition, assets, liabilities, operations, results of operations, or prospects of the Company and its subsidiaries, taken as a whole (a "Material Adverse Change"). Such notice shall describe the nature and expected duration of such Material Adverse Change in reasonable detail and shall set forth the actions the Company has taken or proposes to take in response thereto.
(b) Use of Proceeds. The Company shall use the proceeds from the issuance and sale of the Notes solely for general corporate purposes, working capital, and product development, in each case consistent with the Officer's Certificate — Use of Proceeds delivered by the Company at the closing of the transactions contemplated by the Note Purchase Agreement. The Company shall not use any portion of the proceeds from the Notes for any purpose other than as set forth in the foregoing sentence without the prior written consent of the holders of a majority of the aggregate principal amount of the then-outstanding Notes.
SECTION 3. REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Company. The Company hereby represents and warrants to each of the Purchasers and the Requisite Holders as of the date hereof as follows:
(a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (DE File Number 6384291). The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted.
(b) Authorization. The execution, delivery, and performance by the Company of this Amendment have been duly authorized by all necessary corporate action on the part of the Company, including (i) the Unanimous Written Consent of the Board of Directors of the Company, dated January 10, 2024, and (ii) the Written Consent of Stockholders in Lieu of Special Meeting, dated January 12, 2024, and no further corporate action on the part of the Company, its Board of Directors, or its stockholders is required in connection therewith.
(c) Enforceability. This Amendment constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application relating to or affecting the enforcement of creditors' rights generally, and (ii) the availability of equitable remedies, including specific performance and injunctive relief, which may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the "Enforceability Exceptions").
(d) No Conflicts. The execution, delivery, and performance by the Company of this Amendment and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, violate, or result in a breach of any provision of the Company's Amended and Restated Certificate of Incorporation, as currently in effect, or the Company's Bylaws, as currently in effect, (ii) conflict with, violate, result in a breach of, constitute a default under (or an event that, with notice or lapse of time or both, would constitute a default under), or give rise to any right of termination, acceleration, or cancellation under, any material agreement, contract, lease, license, instrument, note, bond, mortgage, indenture, or other obligation to which the Company is a party or by which the Company or any of its properties or assets is bound, including that certain Loan and Security Agreement, dated as of August 15, 2022, by and between the Company and Kelvantis Lending Corp. (Kelvantis Lending Corp. having delivered its consent and waiver with respect to the transactions contemplated by this Amendment and the Note Purchase Agreement on January 12, 2024), or (iii) result in the creation or imposition of any lien, encumbrance, charge, or other security interest upon any of the properties or assets of the Company.
3.2 Representations and Warranties of the Requisite Holders. Each Requisite Holder executing this Amendment hereby represents and warrants, severally and not jointly, as of the date hereof as follows:
(a) Power and Authority. Such Requisite Holder has the full legal right, power, and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution, delivery, and performance by such Requisite Holder of this Amendment have been duly authorized by all necessary action on the part of such Requisite Holder, including, where applicable, approval by its general partner, managing member, board of directors, or other governing body.
(b) Enforceability. This Amendment constitutes the legal, valid, and binding obligation of such Requisite Holder, enforceable against such Requisite Holder in accordance with its terms, subject to the Enforceability Exceptions.
3.3 Representations and Warranties of the Purchasers. Each Purchaser executing this Amendment hereby represents and warrants, severally and not jointly, as of the date hereof as follows:
(a) Power and Authority. Such Purchaser has the full legal right, power, and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution, delivery, and performance by such Purchaser of this Amendment have been duly authorized by all necessary action on the part of such Purchaser, including, where applicable, approval by its general partner, managing member, board of directors, or other governing body.
(b) Enforceability. This Amendment constitutes the legal, valid, and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to the Enforceability Exceptions.
(c) No Conflicts. The execution, delivery, and performance by such Purchaser of this Amendment do not and will not conflict with, violate, or result in a breach of (i) the organizational documents of such Purchaser or (ii) any material agreement, contract, or instrument to which such Purchaser is a party or by which such Purchaser is bound.
SECTION 4. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective (the "Effective Date") upon the satisfaction of each of the following conditions:
(a) the execution and delivery of this Amendment by the Company;
(b) the execution and delivery of this Amendment by the Requisite Holders (as defined in the Existing IRA), constituting the holders of at least a majority of the then-outstanding Registrable Securities (as defined in the Existing IRA);
(c) the execution and delivery of this Amendment by each of the Purchasers; and
(d) the closing of the Initial Closing (as defined in the Note Purchase Agreement) under the Note Purchase Agreement on January 15, 2024, including the payment of the aggregate purchase price by each Purchaser and the issuance and delivery of the Notes by the Company.
Until such time as all of the foregoing conditions have been satisfied, this Amendment shall be of no force or effect and shall not be binding upon any Party hereto. If the Initial Closing under the Note Purchase Agreement does not occur on or prior to January 15, 2024, this Amendment shall automatically terminate and be of no further force or effect.
SECTION 5. MISCELLANEOUS
5.1 Entire Agreement. This Amendment, together with the Existing IRA (as amended hereby), the Note Purchase Agreement, the Notes, and the other transaction documents contemplated by the Note Purchase Agreement and this Amendment, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, understandings, and communications, whether written or oral, relating to the subject matter hereof. No Party has relied on any statement, representation, warranty, or agreement of any other Party except for those expressly set forth herein or in the other transaction documents referenced herein.
5.2 Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any legal proceeding arising out of or relating to this Amendment, any claim that it is not personally subject to the jurisdiction of the courts referenced in Section 5.3 below, that its property is exempt or immune from attachment or execution, that any such proceeding is brought in an inconvenient forum, that the venue of such proceeding is improper, or that this Amendment may not be enforced in or by such courts.
5.3 Dispute Resolution; Jurisdiction. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, the Superior Court of the State of Delaware (Complex Commercial Division)), or, in the event that neither such state court has subject matter jurisdiction, the United States District Court for the District of Delaware, and any appellate court from any thereof, for the purpose of any action, suit, or proceeding arising out of or relating to this Amendment or the transactions contemplated hereby. Each Party agrees that service of process may be made in the manner set forth for giving notices under Section 5.8 of this Amendment or in any other manner permitted by applicable law.
5.4 Amendments and Waivers. This Amendment may be amended, modified, or supplemented, and any provision hereof may be waived, only by a written instrument signed by the Company and the Requisite Holders (as such term is defined in the Existing IRA, as amended hereby). No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. No single or partial exercise of any right, power, or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.
5.5 Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any other applicable law, e.g., www.Brightwater Software.com), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes. PDF copies of signatures shall be treated as originals for all purposes.
5.6 Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and personal representatives. No Party may assign or transfer its rights or obligations under this Amendment without the prior written consent of the Company and the Requisite Holders, except (a) in connection with a transfer of Notes or Conversion Shares made in accordance with the transfer restrictions set forth in the Note Purchase Agreement and the Agreement, in which case the transferee shall be bound by the terms of this Amendment applicable to the transferor, and (b) by operation of law.
5.7 Severability. If any provision of this Amendment or the application thereof to any Party or circumstance is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Amendment shall not in any way be affected or impaired thereby, and the Parties shall negotiate in good faith to agree upon a valid, legal, and enforceable substitute provision that most nearly effects the Parties' original intent. To the extent permitted by applicable law, each Party hereby waives any provision of law that renders any provision of this Amendment invalid, illegal, or unenforceable in any respect.
5.8 Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Amendment shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Existing IRA. Notices to the Company shall be sent to:
Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801
Attention: Priya Ramanathan, General Counsel
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022
Attention: Leonard Ashford
Notices to each Purchaser shall be sent to the address set forth below such Purchaser's signature hereto or, if not set forth below such Purchaser's signature, to the address set forth on Schedule 1 to the Note Purchase Agreement, as follows:
Ridgeline Ventures Fund IV, L.P. 800 Boylston Street, 34th Floor Boston, MA 02199
Attention: Samuel Okonkwo, Partner
Beacon Hill Capital Partners, LLC 222 West Adams Street, Suite 3400 Chicago, IL 60606
Attention: Joanna Falkner, Managing Director
Northstar Innovation Fund II, L.P. 555 California Street, Suite 4100 San Francisco, CA 94104
Attention: Wei-Lin Chang, Managing Partner
Halcyon Growth Equity, L.P. 1201 Third Avenue, Suite 5600 Seattle, WA 98101
Attention: Robert Castillo, Partner
Notices to the Existing Investors shall be sent to the addresses set forth in the Existing IRA or such other addresses as may have been provided to the Company in writing from time to time.
Any Party may change its address for purposes of receiving notices under this Amendment by providing written notice of such change to the other Parties in accordance with this Section 5.8. Notices shall be deemed received in accordance with the notice provisions of the Existing IRA.
5.9 DTSA Notice. Pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), each Party is hereby notified:
"An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that — (A) is made — (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual — (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order."
5.10 Further Assurances. Each Party agrees to execute and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably required or necessary to carry out and effectuate the provisions and purposes of this Amendment and to consummate the transactions contemplated hereby.
[Remainder of Page Intentionally Left Blank — Signature Pages Follow]
SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to Amended and Restated Investors' Rights Agreement as of the date first written above.
COMPANY:.  
SKYBRIDGE FINTECH LTD.
By: ________
Name: Arjun Mehta
Title: Chief Executive Officer
Date: January 15, 2024
SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
PURCHASERS:.  
RIDGELINE VENTURES FUND IV, L.P.
By: Ridgeline Ventures Management IV, LLC, its General Partner
By: ________
Name: Samuel Okonkwo
Title: Partner
Address:
800 Boylston Street, 34th Floor Boston, MA 02199
SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
BEACON HILL CAPITAL PARTNERS, LLC
By: ________
Name: Joanna Falkner
Title: Managing Director
Address:
222 West Adams Street, Suite 3400 Chicago, IL 60606
SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
NORTHSTAR INNOVATION FUND II, L.P.
By: Northstar Innovation GP II, LLC, its General Partner
By: ________
Name: Wei-Lin Chang
Title: Managing Partner
Address:
555 California Street, Suite 4100 San Francisco, CA 94104
SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
HALCYON GROWTH EQUITY, L.P.
By: Halcyon Growth Management, LLC, its General Partner
By: ________
Name: Robert "Rob" Castillo
Title: Partner
Address:
1201 Third Avenue, Suite 5600 Seattle, WA 98101
SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
EXISTING INVESTORS / REQUISITE HOLDERS (CONSENTING TO AMENDMENT):
RIDGELINE VENTURES FUND III, L.P.
By: Ridgeline Ventures Management III, LLC, its General Partner
(affiliate of Ridgeline Ventures Management IV, LLC)
By: ________
Name: Catherine "Kate" Drummond
Title: Managing Partner
SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
BEACON HILL CAPITAL PARTNERS, LLC (signing in its capacity as an Existing Investor)
By: ________
Name: Joanna Falkner
Title: Managing Director
SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
HALCYON GROWTH EQUITY, L.P. (signing in its capacity as an Existing Investor)
By: Halcyon Growth Management, LLC, its General Partner
By: ________
Name: Robert "Rob" Castillo
Title: Partner
SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
CRESTPOINT SEED PARTNERS, L.P. (Series A Investor)
By: ________
Name: ________
Title: ________
SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
ADDITIONAL REQUISITE HOLDERS:
[Additional signature pages for any other Existing Investors whose execution is required to satisfy the Requisite Holder threshold under the Existing IRA are attached hereto as needed.]
By: ________
Name: ________
Title: ________
Entity: ________
SCHEDULE A
SCHEDULE OF PURCHASERS
The following table sets forth the name of each Purchaser, the aggregate principal amount of convertible promissory notes purchased by such Purchaser pursuant to the Note Purchase Agreement, and such Purchaser's percentage of the total principal amount of Notes issued thereunder:
Notes: The Notes bear interest at the rate of 6.00% per annum, compounding annually, and mature on January 15, 2026, subject to earlier conversion in connection with a Qualified Financing, a Change of Control, or otherwise in accordance with the terms of the Notes and the Note Purchase Agreement. The Notes are convertible at a pre-money valuation cap of $750,000,000 on an as-converted, fully diluted basis (approximately $15.46 per share based on approximately 48,500,000 fully diluted shares as of the date of the Note Purchase Agreement).
Purchaser | Principal Amount | % of Round
Ridgeline Ventures Fund IV, L.P. | $30,000,000 | 50.00%
Beacon Hill Capital Partners, LLC | $15,000,000 | 25.00%
Northstar Innovation Fund II, L.P. | $10,000,000 | 16.67%
Halcyon Growth Equity, L.P. | $5,000,000 | 8.33%
Total | $60,000,000 | 100.00%

AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

RECITALS

SECTION 1. DEFINITIONS

SECTION 2. AMENDMENTS TO THE EXISTING IRA

SECTION 3. REPRESENTATIONS AND WARRANTIES

SECTION 4. CONDITIONS TO EFFECTIVENESS

SECTION 5. MISCELLANEOUS

COMPANY:.

SKYBRIDGE FINTECH LTD.

PURCHASERS:.

RIDGELINE VENTURES FUND IV, L.P.

BEACON HILL CAPITAL PARTNERS, LLC

NORTHSTAR INNOVATION FUND II, L.P.

HALCYON GROWTH EQUITY, L.P.

EXISTING INVESTORS / REQUISITE HOLDERS (CONSENTING TO AMENDMENT):

RIDGELINE VENTURES FUND III, L.P.

ADDITIONAL REQUISITE HOLDERS:

SCHEDULE A

SCHEDULE OF PURCHASERS

Record

Parties

Dates

Amounts