1009-00001 · Skybridge Fintech Ltd · Transaction Documents/Ancillary Agreements

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AMENDMENT NO. 1

AMENDED AND RESTATED RIGHT OF FIRST REFUSAL

AND CO-SALE AGREEMENT

Dated as of January 15, 2024

This AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this "Amendment") is entered into as of January 15, 2024, by and among:

(i) Skybridge Fintech Ltd., a Delaware corporation (the "Company"), with its principal offices at 1400 Market Street, Suite 2200, Wilmington, DE 19801;

(ii) the Key Holders (as defined in the Original Agreement (as defined below)), including Arjun Mehta and Elena Vasquez, each in their capacity as Co-Founders and Key Holders of the Company;

(iii) the Investors party to the Original Agreement, including Crestpoint Seed Partners, L.P., a Delaware limited partnership (Series A Investor), Halcyon Growth Equity, L.P., a Delaware limited partnership (Series B Investor), Ridgeline Ventures Fund III, L.P., a Delaware limited partnership (Series C Investor), and Beacon Hill Capital Partners, LLC, a Delaware limited liability company (Series C Investor) (collectively, the "Existing Investors"); and

(iv) each of the following parties (collectively, the "New Investors"), who are joining as parties to the Original Agreement (as amended hereby) pursuant to this Amendment:

(a) Ridgeline Ventures Fund IV, L.P., a Delaware limited partnership, with its principal office at 800 Boylston Street, 34th Floor, Boston, MA 02199;

(b) Beacon Hill Capital Partners, LLC, a Delaware limited liability company, with its principal office at 222 West Adams Street, Suite 3400, Chicago, IL 60606 (signing in its additional capacity as a Purchaser under the Note Purchase Agreement (as defined below));

(c) Northstar Innovation Fund II, L.P., a Delaware limited partnership, with its principal office at 555 California Street, Suite 4100, San Francisco, CA 94104; and

(d) Halcyon Growth Equity, L.P., a Delaware limited partnership, with its principal office at 1201 Third Avenue, Suite 5600, Seattle, WA 98101 (signing in its additional capacity as a Purchaser under the Note Purchase Agreement).

The Company, the Key Holders, the Existing Investors, and the New Investors are referred to herein collectively as the "Parties" and each individually as a "Party."

RECITALS

WHEREAS, the Company, the Key Holders, and the Existing Investors are parties to that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of July 9, 2021 (the "Original Agreement"), entered into in connection with the issuance and sale of the Company's Series C Preferred Stock, pursuant to which the Existing Investors were granted certain rights of first refusal and co-sale rights with respect to transfers of the Company's capital stock by the Key Holders;

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 Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and Halcyon Growth Equity, L.P. (in their capacity as purchasers thereunder, collectively, the "Purchasers"), providing for the issuance and sale of convertible promissory notes (the "Convertible Notes") in the aggregate principal amount of Sixty Million Dollars ($60,000,000);

WHEREAS, in connection with the transactions contemplated by the Note Purchase Agreement, the Parties desire to amend the Original Agreement to add the Purchasers as "Investors" thereunder and to extend the right of first refusal and co-sale rights set forth in the Original Agreement to such Purchasers upon and following the conversion of the Convertible Notes into equity securities of the Company in accordance with the terms of the Note Purchase Agreement and the Convertible Notes;

WHEREAS, Section 6.7 of the Original Agreement provides that the Original Agreement may be amended, modified, or terminated only with the prior written consent of (i) the Company, (ii) the Key Holders holding a majority of the shares of capital stock of the Company then held by all Key Holders, and (iii) the holders of a majority of the Registrable Securities then outstanding held by the Investors (the "Requisite Holders"), and such consents have been duly obtained in connection with this Amendment; and

WHEREAS, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Original Agreement.

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

ARTICLE 1

AMENDMENTS TO THE ORIGINAL AGREEMENT

Section 1.1 Addition of New Investors as "Investors."

(a) The schedule of Investors attached to the Original Agreement as Schedule A (the "Schedule of Investors") is hereby amended and supplemented to add each of the following entities as an "Investor" under the Original Agreement, effective upon the conversion of such entity's Convertible Note(s) into equity securities of the Company in accordance with the terms of the Note Purchase Agreement and the Convertible Notes:

(i) Ridgeline Ventures Fund IV, L.P.;

(ii) Beacon Hill Capital Partners, LLC;

(iii) Northstar Innovation Fund II, L.P.; and

(iv) Halcyon Growth Equity, L.P.

(b) Each New Investor shall be deemed an "Investor" for all purposes of the Original Agreement (as amended hereby) upon and from the date of conversion of its Convertible Note(s) and the issuance of equity securities of the Company to such New Investor pursuant to the terms and conditions of the Note Purchase Agreement and the applicable Convertible Note(s). From and after the date of such conversion and issuance, each New Investor shall be entitled to all rights and subject to all obligations of an "Investor" under the Original Agreement (as amended hereby) with respect to the equity securities so acquired, as if such New Investor had been an original signatory to the Original Agreement.

(c) The Parties acknowledge and agree that Beacon Hill Capital Partners, LLC and Halcyon Growth Equity, L.P. are each already a party to the Original Agreement as Existing Investors by virtue of their respective prior investments in the Company's Series C Preferred Stock and Series B Preferred Stock, respectively. This Amendment confirms the additional participation of each of Beacon Hill Capital Partners, LLC and Halcyon Growth Equity, L.P. as a Purchaser under the Note Purchase Agreement and ensures that the equity securities acquired by each such entity upon conversion of its respective Convertible Note(s) shall be treated as "Investor Shares" (as defined in the Original Agreement, as amended by Section 1.2 below) for all purposes under the Original Agreement (as amended hereby), in addition to and without limiting the treatment of any equity securities previously held by such entity as Investor Shares under the Original Agreement.

Section 1.2 Amendment to Definition of "Investor Shares."

(a) The definition of "Investor Shares" set forth in Section 1.1 of the Original Agreement (or such other section as contains such definition) is hereby amended to add the following at the end thereof:

"Notwithstanding the foregoing, 'Investor Shares' shall also include any shares of capital stock of the Company issued upon conversion of the convertible promissory notes issued pursuant to that certain Note Purchase Agreement, dated as of January 15, 2024, by and among the Company and the Purchasers named therein (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the 'Note Purchase Agreement'), including without limitation (i) any shares of Series D Preferred Stock (or such other series of Preferred Stock as may be designated in connection with a Qualified Financing) issued upon automatic conversion of such convertible promissory notes triggered by a Qualified Financing (as defined in the Note Purchase Agreement) involving the sale and issuance of equity securities of the Company in a bona fide equity financing resulting in aggregate gross proceeds to the Company of not less than Eighty Million Dollars ($80,000,000) (exclusive of the aggregate principal amount and accrued interest on the convertible promissory notes converted in connection therewith), and (ii) any shares of Preferred Stock or Common Stock issued upon optional conversion of such convertible promissory notes at the price per share implied by the Seven Hundred Fifty Million Dollar ($750,000,000) pre-money valuation cap, in each case, as calculated in accordance with the terms of the Note Purchase Agreement and the applicable convertible promissory notes."

(b) For the avoidance of doubt, any shares of capital stock of the Company issuable upon the exercise or conversion of any securities issued to the New Investors upon conversion of the Convertible Notes (including, without limitation, shares of Common Stock issuable upon conversion of any shares of Preferred Stock issued to the New Investors) shall also constitute "Investor Shares" for purposes of the Original Agreement (as amended hereby), to the same extent and in the same manner as shares of capital stock issuable upon the exercise or conversion of securities held by the Existing Investors constitute Investor Shares under the Original Agreement.

Section 1.3 Right of First Refusal.

(a) The Parties hereby confirm that the right of first refusal provisions set forth in Article 2 of the Original Agreement (or such other article or section as contains such provisions) shall apply to any Proposed Transfer (as defined in the Original Agreement) by a Key Holder of shares of capital stock of the Company, and that each New Investor shall have the right to participate in the exercise of such right of first refusal on a pro rata basis upon and after the conversion of its Convertible Note(s) into equity securities of the Company.

(b) For purposes of calculating each Investor's pro rata share of any right of first refusal under Article 2 of the Original Agreement, each New Investor's pro rata share shall be determined based on the number of Investor Shares held by such New Investor (after giving effect to the conversion of its Convertible Note(s)) relative to the aggregate number of Investor Shares then held by all Investors (including both the Existing Investors and the New Investors).

(c) Except as expressly modified by this Section 1.3, the procedural mechanics of the right of first refusal set forth in Article 2 of the Original Agreement, including without limitation the requirements for a Proposed Transfer Notice, the election period applicable to Investors, over-allotment rights, and the Company's secondary right of first refusal, shall remain in full force and effect without modification, except as necessary to include the New Investors as "Investors" entitled to participate in such right of first refusal. The Company shall include each New Investor in the distribution of any Proposed Transfer Notice and related materials on the same basis and within the same timeframes as the Existing Investors.

Section 1.4 Co-Sale Rights.

(a) The Parties hereby confirm that the co-sale (tag-along) provisions set forth in Article 3 of the Original Agreement (or such other article or section as contains such provisions) shall apply equally to the New Investors upon and after the conversion of their respective Convertible Note(s) into equity securities of the Company.

(b) Each New Investor shall have the right to participate in any Proposed Transfer by a Key Holder on a pro rata basis, selling a number of its Investor Shares equal to the product obtained by multiplying (i) the aggregate number of shares of capital stock of the Company proposed to be transferred by the applicable Key Holder in such Proposed Transfer by (ii) a fraction, the numerator of which is the number of Investor Shares then held by such New Investor and the denominator of which is the total number of shares of capital stock of the Company then held by the applicable Key Holder and all Investors exercising co-sale rights with respect to such Proposed Transfer. Any such sale by a New Investor exercising co-sale rights shall be at the same price per share and on the same terms and conditions as the Proposed Transfer by the applicable Key Holder.

(c) Except as expressly modified by this Section 1.4, the procedural mechanics of the co-sale provisions set forth in Article 3 of the Original Agreement, including without limitation the exercise notice requirements, the closing procedures, and the remedies for noncompliance, shall remain in full force and effect without modification, except as necessary to include the New Investors as "Investors" entitled to exercise co-sale rights.

Section 1.5 Exempt Transfers.

The Parties hereby confirm that the existing Exempt Transfer provisions set forth in Article 4 of the Original Agreement (or such other article or section as contains such provisions) shall remain unchanged and in full force and effect. For the avoidance of doubt, transfers by a Key Holder that constitute Exempt Transfers under the Original Agreement (including, without limitation, (a) transfers to Permitted Transferees, including Affiliates and members of the immediate family of such Key Holder, (b) transfers for estate planning purposes to trusts or other estate planning vehicles for the benefit of such Key Holder or such Key Holder's family members, and (c) transfers approved in writing by the Board of Directors of the Company and the Requisite Holders) shall continue to be exempt from the right of first refusal and co-sale provisions of the Original Agreement (as amended hereby), subject in each case to the conditions and requirements set forth in the Original Agreement with respect to such Exempt Transfers.

Section 1.6 Supplemented Schedule of Investors.

(a) The Schedule of Investors attached to the Original Agreement as Schedule A is hereby supplemented to include the following New Investors, with the names and addresses set forth below:

(b) The commitment amounts of each New Investor under the Note Purchase Agreement, and the aggregate principal amount of Convertible Notes to be issued to each New Investor thereunder, are as follows:

(c) The number of Investor Shares to be issued to each New Investor shall be determined at the time of conversion of the applicable Convertible Note(s) in accordance with the terms of the Note Purchase Agreement and the Convertible Notes, and the Schedule of Investors shall be updated at such time to reflect the number and class or series of Investor Shares issued to each New Investor upon conversion.

(d) The supplemented Schedule of Investors reflecting both the Existing Investors and the New Investors is set forth as Exhibit A attached hereto and incorporated herein by reference.

ARTICLE 2

JOINDER OF NEW INVESTORS

Section 2.1 Joinder.

Each New Investor, by executing this Amendment, hereby (a) acknowledges that it has received and reviewed a copy of the Original Agreement, (b) agrees to become a party to the Original Agreement (as amended hereby), (c) agrees to be bound by all of the terms, conditions, covenants, and obligations of an "Investor" under the Original Agreement (as amended hereby), including without limitation the right of first refusal provisions of Article 2, the co-sale provisions of Article 3, and the transfer restriction provisions of Article 4 thereof, and (d) shall be entitled to all rights and benefits of an "Investor" under the Original Agreement (as amended hereby) to the same extent as if such New Investor had been an original signatory to the Original Agreement as of the date thereof. Each New Investor's rights and obligations as an "Investor" under the Original Agreement (as amended hereby) shall become effective upon and from the date of conversion of such New Investor's Convertible Note(s) into equity securities of the Company, as set forth in Section 1.1(b) above.

Section 2.2 Representations and Warranties of New Investors.

Each New Investor hereby represents and warrants to the Company, the Key Holders, and the Existing Investors as follows:

(a) Organization and Good Standing. Such New Investor is duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b) Power and Authority. Such New Investor has the requisite power and authority to execute and deliver this Amendment and to perform its obligations hereunder and under the Original Agreement (as amended hereby). The execution, delivery, and performance of this Amendment by such New Investor has been duly authorized by all necessary action on the part of such New Investor, including, in the case of each limited partnership, by action of its respective general partner as follows:

(i) with respect to Ridgeline Ventures Fund IV, L.P., by Ridgeline Ventures Management IV, LLC, its general partner;

(ii) with respect to Northstar Innovation Fund II, L.P., by Northstar Innovation GP II, LLC, its general partner; and

(iii) with respect to Halcyon Growth Equity, L.P., by Halcyon Growth Management, LLC, its general partner.

(c) Enforceability. This Amendment constitutes the legal, valid, and binding obligation of such New Investor, enforceable against such New Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

(d) No Conflicts. The execution, delivery, and performance of this Amendment by such New Investor do not and will not (i) violate, conflict with, or result in a default under any provision of such New Investor's organizational documents, (ii) violate or conflict with any law, rule, regulation, order, judgment, or decree applicable to such New Investor, or (iii) violate, conflict with, or result in a default under any material agreement, instrument, or commitment to which such New Investor is a party or by which it or its assets are bound.

ARTICLE 3

MISCELLANEOUS

Section 3.1 Effect on Original Agreement.

Except as expressly amended, modified, or supplemented by this Amendment, the Original Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. The amendments set forth herein shall not be deemed to be a waiver of any term, condition, or provision of the Original Agreement, and all other terms, conditions, and provisions of the Original Agreement shall remain unmodified and shall continue in full force and effect. From and after the date of this Amendment, all references to the "Agreement" in the Original Agreement (including references to "this Agreement," "herein," "hereof," "hereunder," and words of similar import) shall be deemed to refer to the Original Agreement as amended by this Amendment.

Section 3.2 No Other Amendments.

This Amendment does not amend, modify, supplement, or waive any provision of the Original Agreement except as expressly set forth herein. No provision of the Original Agreement shall be deemed amended, modified, supplemented, or waived by the execution and delivery of this Amendment unless such amendment, modification, supplement, or waiver is expressly set forth in this Amendment. The Parties acknowledge and agree that the rights and obligations of the parties under the Original Agreement, as amended hereby, remain in full force and effect in all respects not expressly addressed by this Amendment.

Section 3.3 Governing Law.

This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would require or permit the application of the laws of any other jurisdiction.

Section 3.4 Dispute Resolution; Jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this Amendment or the Original Agreement (as amended hereby), including without limitation any dispute regarding the validity, interpretation, performance, breach, or termination of this Amendment or the Original Agreement (as amended hereby), shall be subject 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 a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division)), or, if subject matter jurisdiction over such dispute is vested exclusively in the federal courts, the United States District Court for the District of Delaware. Each of the Parties hereby (a) irrevocably submits to the personal jurisdiction of such courts for the purposes of any such action, suit, or proceeding, (b) agrees not to commence any such action, suit, or proceeding except in any of such courts, (c) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any such action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit, or proceeding is brought in an inconvenient forum, that the venue of the action, suit, or proceeding is improper, or that this Amendment or the subject matter hereof may not be enforced in or by such courts, and (d) irrevocably consents to the service of process in any such action, suit, or proceeding by delivery of a copy thereof by personal delivery, registered mail, or certified mail, return receipt requested, in accordance with Section 3.8 of this Amendment.

Section 3.5 Counterparts.

This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law, including .pdf, Brightwater Software, or similar format), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. No Party shall raise the use of any such delivery method as a defense to the formation or enforceability of this Amendment.

Section 3.6 Entire Agreement.

The Original Agreement (as amended by this Amendment), together with the Note Purchase Agreement, the Convertible Notes, and the other transaction documents referenced therein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether oral or written) relating to such subject matter. No Party has relied upon any representation, warranty, promise, or agreement of any other Party that is not expressly set forth in this Amendment or in the Original Agreement (as amended hereby).

Section 3.7 Severability.

If any provision of this Amendment, or the application of any such provision to any Person or circumstance, is held by a court of competent jurisdiction or other authority to be invalid, void, or unenforceable, (a) such determination shall not affect any other provision of this Amendment, all of which shall remain in full force and effect, and (b) the Parties shall negotiate in good faith to modify this Amendment so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 3.8 Notices.

All notices, requests, demands, consents, and other communications required or permitted to be given or made pursuant to this Amendment shall be delivered in accordance with the notice provisions of Article 6 of the Original Agreement (or such other article or section as contains such provisions). The notice addresses for the New Investors shall be as set forth in the supplemented Schedule of Investors in Section 1.6 of this Amendment and in Exhibit A hereto. For the avoidance of doubt, the notice address for the Company is as follows:

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

Attention: Priya Ramanathan, General Counsel

Email: pramanathan@skybridgefintech.com

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

Brennan & Ashford LLP 250 West 55th Street New York, NY 10019

Attention: Corporate Department

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

SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.

COMPANY:.

SKYBRIDGE FINTECH LTD.

By: ________

Name: Arjun Mehta

Title: Chief Executive Officer & Co-Founder

KEY HOLDERS:.

________________________________________

Arjun Mehta, individually as Key Holder

________________________________________

Elena Vasquez, individually as Key Holder

EXISTING INVESTORS (REQUISITE HOLDERS):

CRESTPOINT SEED PARTNERS, L.P.

By: Crestpoint Seed Management, LLC, its General Partner

By: ________

Name: ________

Title: Authorized Person

HALCYON GROWTH EQUITY, L.P.

By: Halcyon Growth Management, LLC, its General Partner

By: ________

Name: Robert "Rob" Castillo

Title: Partner

RIDGELINE VENTURES FUND III, L.P.

By: Ridgeline Ventures Management III, LLC, its General Partner

By: ________

Name: ________

Title: Managing Partner

BEACON HILL CAPITAL PARTNERS, LLC

By: ________

Name: Joanna Falkner

Title: Managing Director

NEW INVESTORS:.

RIDGELINE VENTURES FUND IV, L.P.

By: Ridgeline Ventures Management IV, LLC, its General Partner

By: ________

Name: Samuel Okonkwo

Title: Partner

BEACON HILL CAPITAL PARTNERS, LLC (signing in its capacity as a New Investor / Purchaser under the Note Purchase Agreement)

By: ________

Name: Joanna Falkner

Title: Managing Director

NORTHSTAR INNOVATION FUND II, L.P.

By: Northstar Innovation GP II, LLC, its General Partner

By: ________

Name: Wei-Lin Chang

Title: Managing Partner

HALCYON GROWTH EQUITY, L.P. (signing in its capacity as a New Investor / Purchaser under the Note Purchase Agreement)

By: Halcyon Growth Management, LLC, its General Partner

By: ________

Name: Robert "Rob" Castillo

Title: Partner

EXHIBIT A

SUPPLEMENTED SCHEDULE OF INVESTORS

The following sets forth the complete Schedule of Investors under the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of July 9, 2021, as amended by Amendment No. 1, dated as of January 15, 2024.

Part I — Existing Investors

Part II — New Investors (Added by Amendment No. 1)

(1) The number and class or series of Investor Shares to be issued to each New Investor will be determined at the time of conversion of such New Investor's Convertible Note(s) in accordance with the terms of the Note Purchase Agreement, dated as of January 15, 2024. Conversion will occur at the lower of:

(a) the price per share equal to eighty percent (80%) of the price per share of the equity securities issued in a Qualified Financing (as defined in the Note Purchase Agreement), being a bona fide equity financing of the Company resulting in aggregate gross proceeds to the Company of not less than $80,000,000 (exclusive of the aggregate principal amount and accrued interest on the Convertible Notes converted in connection therewith) (the "Qualified Financing Price"); or

(b) the price per share implied by a pre-money valuation cap of $750,000,000, calculated on a fully diluted basis (including all outstanding shares of Common Stock, Preferred Stock (on an as-converted basis), outstanding options and warrants, and shares reserved under the Company's equity incentive plans), which, based on the Company's approximately 48,500,000 fully diluted shares outstanding as of the date of the Note Purchase Agreement, implies a conversion price of approximately $15.46 per share (the "Valuation Cap Price").

The conversion price applicable to each Convertible Note shall be the lower of the Qualified Financing Price and the Valuation Cap Price, subject to adjustment in accordance with the terms of the Note Purchase Agreement and the applicable Convertible Note. This Schedule of Investors will be updated to reflect the actual number and designation of Investor Shares issued to each New Investor upon conversion.

Investor	Address
Ridgeline Ventures Fund IV, L.P.	800 Boylston Street, 34th Floor, Boston, MA 02199
Beacon Hill Capital Partners, LLC	222 West Adams Street, Suite 3400, Chicago, IL 60606
Northstar Innovation Fund II, L.P.	555 California Street, Suite 4100, San Francisco, CA 94104
Halcyon Growth Equity, L.P.	1201 Third Avenue, Suite 5600, Seattle, WA 98101
New Investor	Commitment 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
Investor	Address	Series	Investor Shares
Crestpoint Seed Partners, L.P.	450 Lexington Avenue, 38th Floor, New York, NY 10017	Series A Preferred Stock	Per Original Schedule A
Halcyon Growth Equity, L.P.	1201 Third Avenue, Suite 5600, Seattle, WA 98101	Series B Preferred Stock	Per Original Schedule A
Ridgeline Ventures Fund III, L.P.	800 Boylston Street, 34th Floor, Boston, MA 02199	Series C Preferred Stock	Per Original Schedule A
Beacon Hill Capital Partners, LLC	222 West Adams Street, Suite 3400, Chicago, IL 60606	Series C Preferred Stock	Per Original Schedule A
New Investor	Address	Convertible Note Commitment	Investor Shares (Upon Conversion)
Ridgeline Ventures Fund IV, L.P.	800 Boylston Street, 34th Floor, Boston, MA 02199	$30,000,000	To be determined upon conversion(1)
Beacon Hill Capital Partners, LLC (additional capacity)	222 West Adams Street, Suite 3400, Chicago, IL 60606	$15,000,000	To be determined upon conversion(1)
Northstar Innovation Fund II, L.P.	555 California Street, Suite 4100, San Francisco, CA 94104	$10,000,000	To be determined upon conversion(1)
Halcyon Growth Equity, L.P. (additional capacity)	1201 Third Avenue, Suite 5600, Seattle, WA 98101	$5,000,000	To be determined upon conversion(1)
Total	$60,000,000

AMENDMENT NO. 1
TO
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL
AND CO-SALE AGREEMENT
Dated as of January 15, 2024
This AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this "Amendment") is entered into as of January 15, 2024, by and among:
(i) Skybridge Fintech Ltd., a Delaware corporation (the "Company"), with its principal offices at 1400 Market Street, Suite 2200, Wilmington, DE 19801;
(ii) the Key Holders (as defined in the Original Agreement (as defined below)), including Arjun Mehta and Elena Vasquez, each in their capacity as Co-Founders and Key Holders of the Company;
(iii) the Investors party to the Original Agreement, including Crestpoint Seed Partners, L.P., a Delaware limited partnership (Series A Investor), Halcyon Growth Equity, L.P., a Delaware limited partnership (Series B Investor), Ridgeline Ventures Fund III, L.P., a Delaware limited partnership (Series C Investor), and Beacon Hill Capital Partners, LLC, a Delaware limited liability company (Series C Investor) (collectively, the "Existing Investors"); and
(iv) each of the following parties (collectively, the "New Investors"), who are joining as parties to the Original Agreement (as amended hereby) pursuant to this Amendment:
(a) Ridgeline Ventures Fund IV, L.P., a Delaware limited partnership, with its principal office at 800 Boylston Street, 34th Floor, Boston, MA 02199;
(b) Beacon Hill Capital Partners, LLC, a Delaware limited liability company, with its principal office at 222 West Adams Street, Suite 3400, Chicago, IL 60606 (signing in its additional capacity as a Purchaser under the Note Purchase Agreement (as defined below));
(c) Northstar Innovation Fund II, L.P., a Delaware limited partnership, with its principal office at 555 California Street, Suite 4100, San Francisco, CA 94104; and
(d) Halcyon Growth Equity, L.P., a Delaware limited partnership, with its principal office at 1201 Third Avenue, Suite 5600, Seattle, WA 98101 (signing in its additional capacity as a Purchaser under the Note Purchase Agreement).
The Company, the Key Holders, the Existing Investors, and the New Investors are referred to herein collectively as the "Parties" and each individually as a "Party."
RECITALS
WHEREAS, the Company, the Key Holders, and the Existing Investors are parties to that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of July 9, 2021 (the "Original Agreement"), entered into in connection with the issuance and sale of the Company's Series C Preferred Stock, pursuant to which the Existing Investors were granted certain rights of first refusal and co-sale rights with respect to transfers of the Company's capital stock by the Key Holders;
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 Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and Halcyon Growth Equity, L.P. (in their capacity as purchasers thereunder, collectively, the "Purchasers"), providing for the issuance and sale of convertible promissory notes (the "Convertible Notes") in the aggregate principal amount of Sixty Million Dollars ($60,000,000);
WHEREAS, in connection with the transactions contemplated by the Note Purchase Agreement, the Parties desire to amend the Original Agreement to add the Purchasers as "Investors" thereunder and to extend the right of first refusal and co-sale rights set forth in the Original Agreement to such Purchasers upon and following the conversion of the Convertible Notes into equity securities of the Company in accordance with the terms of the Note Purchase Agreement and the Convertible Notes;
WHEREAS, Section 6.7 of the Original Agreement provides that the Original Agreement may be amended, modified, or terminated only with the prior written consent of (i) the Company, (ii) the Key Holders holding a majority of the shares of capital stock of the Company then held by all Key Holders, and (iii) the holders of a majority of the Registrable Securities then outstanding held by the Investors (the "Requisite Holders"), and such consents have been duly obtained in connection with this Amendment; and
WHEREAS, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Original Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE 1
AMENDMENTS TO THE ORIGINAL AGREEMENT
Section 1.1 Addition of New Investors as "Investors."
(a) The schedule of Investors attached to the Original Agreement as Schedule A (the "Schedule of Investors") is hereby amended and supplemented to add each of the following entities as an "Investor" under the Original Agreement, effective upon the conversion of such entity's Convertible Note(s) into equity securities of the Company in accordance with the terms of the Note Purchase Agreement and the Convertible Notes:
(i) Ridgeline Ventures Fund IV, L.P.;
(ii) Beacon Hill Capital Partners, LLC;
(iii) Northstar Innovation Fund II, L.P.; and
(iv) Halcyon Growth Equity, L.P.
(b) Each New Investor shall be deemed an "Investor" for all purposes of the Original Agreement (as amended hereby) upon and from the date of conversion of its Convertible Note(s) and the issuance of equity securities of the Company to such New Investor pursuant to the terms and conditions of the Note Purchase Agreement and the applicable Convertible Note(s). From and after the date of such conversion and issuance, each New Investor shall be entitled to all rights and subject to all obligations of an "Investor" under the Original Agreement (as amended hereby) with respect to the equity securities so acquired, as if such New Investor had been an original signatory to the Original Agreement.
(c) The Parties acknowledge and agree that Beacon Hill Capital Partners, LLC and Halcyon Growth Equity, L.P. are each already a party to the Original Agreement as Existing Investors by virtue of their respective prior investments in the Company's Series C Preferred Stock and Series B Preferred Stock, respectively. This Amendment confirms the additional participation of each of Beacon Hill Capital Partners, LLC and Halcyon Growth Equity, L.P. as a Purchaser under the Note Purchase Agreement and ensures that the equity securities acquired by each such entity upon conversion of its respective Convertible Note(s) shall be treated as "Investor Shares" (as defined in the Original Agreement, as amended by Section 1.2 below) for all purposes under the Original Agreement (as amended hereby), in addition to and without limiting the treatment of any equity securities previously held by such entity as Investor Shares under the Original Agreement.
Section 1.2 Amendment to Definition of "Investor Shares."
(a) The definition of "Investor Shares" set forth in Section 1.1 of the Original Agreement (or such other section as contains such definition) is hereby amended to add the following at the end thereof:
"Notwithstanding the foregoing, 'Investor Shares' shall also include any shares of capital stock of the Company issued upon conversion of the convertible promissory notes issued pursuant to that certain Note Purchase Agreement, dated as of January 15, 2024, by and among the Company and the Purchasers named therein (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the 'Note Purchase Agreement'), including without limitation (i) any shares of Series D Preferred Stock (or such other series of Preferred Stock as may be designated in connection with a Qualified Financing) issued upon automatic conversion of such convertible promissory notes triggered by a Qualified Financing (as defined in the Note Purchase Agreement) involving the sale and issuance of equity securities of the Company in a bona fide equity financing resulting in aggregate gross proceeds to the Company of not less than Eighty Million Dollars ($80,000,000) (exclusive of the aggregate principal amount and accrued interest on the convertible promissory notes converted in connection therewith), and (ii) any shares of Preferred Stock or Common Stock issued upon optional conversion of such convertible promissory notes at the price per share implied by the Seven Hundred Fifty Million Dollar ($750,000,000) pre-money valuation cap, in each case, as calculated in accordance with the terms of the Note Purchase Agreement and the applicable convertible promissory notes."
(b) For the avoidance of doubt, any shares of capital stock of the Company issuable upon the exercise or conversion of any securities issued to the New Investors upon conversion of the Convertible Notes (including, without limitation, shares of Common Stock issuable upon conversion of any shares of Preferred Stock issued to the New Investors) shall also constitute "Investor Shares" for purposes of the Original Agreement (as amended hereby), to the same extent and in the same manner as shares of capital stock issuable upon the exercise or conversion of securities held by the Existing Investors constitute Investor Shares under the Original Agreement.
Section 1.3 Right of First Refusal.
(a) The Parties hereby confirm that the right of first refusal provisions set forth in Article 2 of the Original Agreement (or such other article or section as contains such provisions) shall apply to any Proposed Transfer (as defined in the Original Agreement) by a Key Holder of shares of capital stock of the Company, and that each New Investor shall have the right to participate in the exercise of such right of first refusal on a pro rata basis upon and after the conversion of its Convertible Note(s) into equity securities of the Company.
(b) For purposes of calculating each Investor's pro rata share of any right of first refusal under Article 2 of the Original Agreement, each New Investor's pro rata share shall be determined based on the number of Investor Shares held by such New Investor (after giving effect to the conversion of its Convertible Note(s)) relative to the aggregate number of Investor Shares then held by all Investors (including both the Existing Investors and the New Investors).
(c) Except as expressly modified by this Section 1.3, the procedural mechanics of the right of first refusal set forth in Article 2 of the Original Agreement, including without limitation the requirements for a Proposed Transfer Notice, the election period applicable to Investors, over-allotment rights, and the Company's secondary right of first refusal, shall remain in full force and effect without modification, except as necessary to include the New Investors as "Investors" entitled to participate in such right of first refusal. The Company shall include each New Investor in the distribution of any Proposed Transfer Notice and related materials on the same basis and within the same timeframes as the Existing Investors.
Section 1.4 Co-Sale Rights.
(a) The Parties hereby confirm that the co-sale (tag-along) provisions set forth in Article 3 of the Original Agreement (or such other article or section as contains such provisions) shall apply equally to the New Investors upon and after the conversion of their respective Convertible Note(s) into equity securities of the Company.
(b) Each New Investor shall have the right to participate in any Proposed Transfer by a Key Holder on a pro rata basis, selling a number of its Investor Shares equal to the product obtained by multiplying (i) the aggregate number of shares of capital stock of the Company proposed to be transferred by the applicable Key Holder in such Proposed Transfer by (ii) a fraction, the numerator of which is the number of Investor Shares then held by such New Investor and the denominator of which is the total number of shares of capital stock of the Company then held by the applicable Key Holder and all Investors exercising co-sale rights with respect to such Proposed Transfer. Any such sale by a New Investor exercising co-sale rights shall be at the same price per share and on the same terms and conditions as the Proposed Transfer by the applicable Key Holder.
(c) Except as expressly modified by this Section 1.4, the procedural mechanics of the co-sale provisions set forth in Article 3 of the Original Agreement, including without limitation the exercise notice requirements, the closing procedures, and the remedies for noncompliance, shall remain in full force and effect without modification, except as necessary to include the New Investors as "Investors" entitled to exercise co-sale rights.
Section 1.5 Exempt Transfers.
The Parties hereby confirm that the existing Exempt Transfer provisions set forth in Article 4 of the Original Agreement (or such other article or section as contains such provisions) shall remain unchanged and in full force and effect. For the avoidance of doubt, transfers by a Key Holder that constitute Exempt Transfers under the Original Agreement (including, without limitation, (a) transfers to Permitted Transferees, including Affiliates and members of the immediate family of such Key Holder, (b) transfers for estate planning purposes to trusts or other estate planning vehicles for the benefit of such Key Holder or such Key Holder's family members, and (c) transfers approved in writing by the Board of Directors of the Company and the Requisite Holders) shall continue to be exempt from the right of first refusal and co-sale provisions of the Original Agreement (as amended hereby), subject in each case to the conditions and requirements set forth in the Original Agreement with respect to such Exempt Transfers.
Section 1.6 Supplemented Schedule of Investors.
(a) The Schedule of Investors attached to the Original Agreement as Schedule A is hereby supplemented to include the following New Investors, with the names and addresses set forth below:
(b) The commitment amounts of each New Investor under the Note Purchase Agreement, and the aggregate principal amount of Convertible Notes to be issued to each New Investor thereunder, are as follows:
(c) The number of Investor Shares to be issued to each New Investor shall be determined at the time of conversion of the applicable Convertible Note(s) in accordance with the terms of the Note Purchase Agreement and the Convertible Notes, and the Schedule of Investors shall be updated at such time to reflect the number and class or series of Investor Shares issued to each New Investor upon conversion.
(d) The supplemented Schedule of Investors reflecting both the Existing Investors and the New Investors is set forth as Exhibit A attached hereto and incorporated herein by reference.
ARTICLE 2
JOINDER OF NEW INVESTORS
Section 2.1 Joinder.
Each New Investor, by executing this Amendment, hereby (a) acknowledges that it has received and reviewed a copy of the Original Agreement, (b) agrees to become a party to the Original Agreement (as amended hereby), (c) agrees to be bound by all of the terms, conditions, covenants, and obligations of an "Investor" under the Original Agreement (as amended hereby), including without limitation the right of first refusal provisions of Article 2, the co-sale provisions of Article 3, and the transfer restriction provisions of Article 4 thereof, and (d) shall be entitled to all rights and benefits of an "Investor" under the Original Agreement (as amended hereby) to the same extent as if such New Investor had been an original signatory to the Original Agreement as of the date thereof. Each New Investor's rights and obligations as an "Investor" under the Original Agreement (as amended hereby) shall become effective upon and from the date of conversion of such New Investor's Convertible Note(s) into equity securities of the Company, as set forth in Section 1.1(b) above.
Section 2.2 Representations and Warranties of New Investors.
Each New Investor hereby represents and warrants to the Company, the Key Holders, and the Existing Investors as follows:
(a) Organization and Good Standing. Such New Investor is duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Power and Authority. Such New Investor has the requisite power and authority to execute and deliver this Amendment and to perform its obligations hereunder and under the Original Agreement (as amended hereby). The execution, delivery, and performance of this Amendment by such New Investor has been duly authorized by all necessary action on the part of such New Investor, including, in the case of each limited partnership, by action of its respective general partner as follows:
(i) with respect to Ridgeline Ventures Fund IV, L.P., by Ridgeline Ventures Management IV, LLC, its general partner;
(ii) with respect to Northstar Innovation Fund II, L.P., by Northstar Innovation GP II, LLC, its general partner; and
(iii) with respect to Halcyon Growth Equity, L.P., by Halcyon Growth Management, LLC, its general partner.
(c) Enforceability. This Amendment constitutes the legal, valid, and binding obligation of such New Investor, enforceable against such New Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).
(d) No Conflicts. The execution, delivery, and performance of this Amendment by such New Investor do not and will not (i) violate, conflict with, or result in a default under any provision of such New Investor's organizational documents, (ii) violate or conflict with any law, rule, regulation, order, judgment, or decree applicable to such New Investor, or (iii) violate, conflict with, or result in a default under any material agreement, instrument, or commitment to which such New Investor is a party or by which it or its assets are bound.
ARTICLE 3
MISCELLANEOUS
Section 3.1 Effect on Original Agreement.
Except as expressly amended, modified, or supplemented by this Amendment, the Original Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. The amendments set forth herein shall not be deemed to be a waiver of any term, condition, or provision of the Original Agreement, and all other terms, conditions, and provisions of the Original Agreement shall remain unmodified and shall continue in full force and effect. From and after the date of this Amendment, all references to the "Agreement" in the Original Agreement (including references to "this Agreement," "herein," "hereof," "hereunder," and words of similar import) shall be deemed to refer to the Original Agreement as amended by this Amendment.
Section 3.2 No Other Amendments.
This Amendment does not amend, modify, supplement, or waive any provision of the Original Agreement except as expressly set forth herein. No provision of the Original Agreement shall be deemed amended, modified, supplemented, or waived by the execution and delivery of this Amendment unless such amendment, modification, supplement, or waiver is expressly set forth in this Amendment. The Parties acknowledge and agree that the rights and obligations of the parties under the Original Agreement, as amended hereby, remain in full force and effect in all respects not expressly addressed by this Amendment.
Section 3.3 Governing Law.
This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would require or permit the application of the laws of any other jurisdiction.
Section 3.4 Dispute Resolution; Jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Amendment or the Original Agreement (as amended hereby), including without limitation any dispute regarding the validity, interpretation, performance, breach, or termination of this Amendment or the Original Agreement (as amended hereby), shall be subject 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 a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division)), or, if subject matter jurisdiction over such dispute is vested exclusively in the federal courts, the United States District Court for the District of Delaware. Each of the Parties hereby (a) irrevocably submits to the personal jurisdiction of such courts for the purposes of any such action, suit, or proceeding, (b) agrees not to commence any such action, suit, or proceeding except in any of such courts, (c) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any such action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit, or proceeding is brought in an inconvenient forum, that the venue of the action, suit, or proceeding is improper, or that this Amendment or the subject matter hereof may not be enforced in or by such courts, and (d) irrevocably consents to the service of process in any such action, suit, or proceeding by delivery of a copy thereof by personal delivery, registered mail, or certified mail, return receipt requested, in accordance with Section 3.8 of this Amendment.
Section 3.5 Counterparts.
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law, including .pdf, Brightwater Software, or similar format), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. No Party shall raise the use of any such delivery method as a defense to the formation or enforceability of this Amendment.
Section 3.6 Entire Agreement.
The Original Agreement (as amended by this Amendment), together with the Note Purchase Agreement, the Convertible Notes, and the other transaction documents referenced therein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether oral or written) relating to such subject matter. No Party has relied upon any representation, warranty, promise, or agreement of any other Party that is not expressly set forth in this Amendment or in the Original Agreement (as amended hereby).
Section 3.7 Severability.
If any provision of this Amendment, or the application of any such provision to any Person or circumstance, is held by a court of competent jurisdiction or other authority to be invalid, void, or unenforceable, (a) such determination shall not affect any other provision of this Amendment, all of which shall remain in full force and effect, and (b) the Parties shall negotiate in good faith to modify this Amendment so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Section 3.8 Notices.
All notices, requests, demands, consents, and other communications required or permitted to be given or made pursuant to this Amendment shall be delivered in accordance with the notice provisions of Article 6 of the Original Agreement (or such other article or section as contains such provisions). The notice addresses for the New Investors shall be as set forth in the supplemented Schedule of Investors in Section 1.6 of this Amendment and in Exhibit A hereto. For the avoidance of doubt, the notice address for the Company is as follows:
Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801
Attention: Priya Ramanathan, General Counsel
Email: pramanathan@skybridgefintech.com
with a copy to (which shall not constitute notice):
Brennan & Ashford LLP 250 West 55th Street New York, NY 10019
Attention: Corporate Department
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
SIGNATURE PAGES TO AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.
COMPANY:.  
SKYBRIDGE FINTECH LTD.
By: ________
Name: Arjun Mehta
Title: Chief Executive Officer & Co-Founder
KEY HOLDERS:.  
________________________________________
Arjun Mehta, individually as Key Holder
________________________________________
Elena Vasquez, individually as Key Holder
EXISTING INVESTORS (REQUISITE HOLDERS):
CRESTPOINT SEED PARTNERS, L.P.
By: Crestpoint Seed Management, LLC, its General Partner
By: ________
Name: ________
Title: Authorized Person
HALCYON GROWTH EQUITY, L.P.
By: Halcyon Growth Management, LLC, its General Partner
By: ________
Name: Robert "Rob" Castillo
Title: Partner
RIDGELINE VENTURES FUND III, L.P.
By: Ridgeline Ventures Management III, LLC, its General Partner
By: ________
Name: ________
Title: Managing Partner
BEACON HILL CAPITAL PARTNERS, LLC
By: ________
Name: Joanna Falkner
Title: Managing Director
NEW INVESTORS:.  
RIDGELINE VENTURES FUND IV, L.P.
By: Ridgeline Ventures Management IV, LLC, its General Partner
By: ________
Name: Samuel Okonkwo
Title: Partner
BEACON HILL CAPITAL PARTNERS, LLC (signing in its capacity as a New Investor / Purchaser under the Note Purchase Agreement)
By: ________
Name: Joanna Falkner
Title: Managing Director
NORTHSTAR INNOVATION FUND II, L.P.
By: Northstar Innovation GP II, LLC, its General Partner
By: ________
Name: Wei-Lin Chang
Title: Managing Partner
HALCYON GROWTH EQUITY, L.P. (signing in its capacity as a New Investor / Purchaser under the Note Purchase Agreement)
By: Halcyon Growth Management, LLC, its General Partner
By: ________
Name: Robert "Rob" Castillo
Title: Partner
EXHIBIT A
SUPPLEMENTED SCHEDULE OF INVESTORS
The following sets forth the complete Schedule of Investors under the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of July 9, 2021, as amended by Amendment No. 1, dated as of January 15, 2024.
Part I — Existing Investors
Part II — New Investors (Added by Amendment No. 1)
(1) The number and class or series of Investor Shares to be issued to each New Investor will be determined at the time of conversion of such New Investor's Convertible Note(s) in accordance with the terms of the Note Purchase Agreement, dated as of January 15, 2024. Conversion will occur at the lower of:
(a) the price per share equal to eighty percent (80%) of the price per share of the equity securities issued in a Qualified Financing (as defined in the Note Purchase Agreement), being a bona fide equity financing of the Company resulting in aggregate gross proceeds to the Company of not less than $80,000,000 (exclusive of the aggregate principal amount and accrued interest on the Convertible Notes converted in connection therewith) (the "Qualified Financing Price"); or
(b) the price per share implied by a pre-money valuation cap of $750,000,000, calculated on a fully diluted basis (including all outstanding shares of Common Stock, Preferred Stock (on an as-converted basis), outstanding options and warrants, and shares reserved under the Company's equity incentive plans), which, based on the Company's approximately 48,500,000 fully diluted shares outstanding as of the date of the Note Purchase Agreement, implies a conversion price of approximately $15.46 per share (the "Valuation Cap Price").
The conversion price applicable to each Convertible Note shall be the lower of the Qualified Financing Price and the Valuation Cap Price, subject to adjustment in accordance with the terms of the Note Purchase Agreement and the applicable Convertible Note. This Schedule of Investors will be updated to reflect the actual number and designation of Investor Shares issued to each New Investor upon conversion.
Investor | Address
Ridgeline Ventures Fund IV, L.P. | 800 Boylston Street, 34th Floor, Boston, MA 02199
Beacon Hill Capital Partners, LLC | 222 West Adams Street, Suite 3400, Chicago, IL 60606
Northstar Innovation Fund II, L.P. | 555 California Street, Suite 4100, San Francisco, CA 94104
Halcyon Growth Equity, L.P. | 1201 Third Avenue, Suite 5600, Seattle, WA 98101
New Investor | Commitment 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
Investor | Address | Series | Investor Shares
Crestpoint Seed Partners, L.P. | 450 Lexington Avenue, 38th Floor, New York, NY 10017 | Series A Preferred Stock | Per Original Schedule A
Halcyon Growth Equity, L.P. | 1201 Third Avenue, Suite 5600, Seattle, WA 98101 | Series B Preferred Stock | Per Original Schedule A
Ridgeline Ventures Fund III, L.P. | 800 Boylston Street, 34th Floor, Boston, MA 02199 | Series C Preferred Stock | Per Original Schedule A
Beacon Hill Capital Partners, LLC | 222 West Adams Street, Suite 3400, Chicago, IL 60606 | Series C Preferred Stock | Per Original Schedule A
New Investor | Address | Convertible Note Commitment | Investor Shares (Upon Conversion)
Ridgeline Ventures Fund IV, L.P. | 800 Boylston Street, 34th Floor, Boston, MA 02199 | $30,000,000 | To be determined upon conversion(1)
Beacon Hill Capital Partners, LLC (additional capacity) | 222 West Adams Street, Suite 3400, Chicago, IL 60606 | $15,000,000 | To be determined upon conversion(1)
Northstar Innovation Fund II, L.P. | 555 California Street, Suite 4100, San Francisco, CA 94104 | $10,000,000 | To be determined upon conversion(1)
Halcyon Growth Equity, L.P. (additional capacity) | 1201 Third Avenue, Suite 5600, Seattle, WA 98101 | $5,000,000 | To be determined upon conversion(1)
Total | $60,000,000

AMENDMENT NO. 1

AMENDED AND RESTATED RIGHT OF FIRST REFUSAL

AND CO-SALE AGREEMENT

RECITALS

ARTICLE 1

AMENDMENTS TO THE ORIGINAL AGREEMENT

ARTICLE 2

JOINDER OF NEW INVESTORS

ARTICLE 3

MISCELLANEOUS

COMPANY:.

SKYBRIDGE FINTECH LTD.

KEY HOLDERS:.

EXISTING INVESTORS (REQUISITE HOLDERS):

CRESTPOINT SEED PARTNERS, L.P.

HALCYON GROWTH EQUITY, L.P.

RIDGELINE VENTURES FUND III, L.P.

BEACON HILL CAPITAL PARTNERS, LLC

NEW INVESTORS:.

RIDGELINE VENTURES FUND IV, L.P.

NORTHSTAR INNOVATION FUND II, L.P.

EXHIBIT A

SUPPLEMENTED SCHEDULE OF INVESTORS

Record

Parties

Dates

Amounts