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

joinder-agreement-northstar.docx DOCUMENT Funds

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JOINDER AGREEMENT

Joinder to Note Purchase Agreement dated January 15, 2024 (as amended)

Dated as of January 26, 2024

This JOINDER AGREEMENT (this "Agreement" or "Joinder Agreement"), dated as of January 26, 2024, is entered into by and among Northstar Innovation Fund II, L.P., a Delaware limited partnership (the "Joining Purchaser" or "Northstar"), Skybridge Fintech Ltd., a Delaware corporation (the "Company"), and the existing Purchasers identified on the signature pages hereto, with reference to that certain Note Purchase Agreement, dated as of January 15, 2024 (the "Note Purchase Agreement"), by and among Skybridge Fintech Ltd., a Delaware corporation, and the Purchasers listed on Schedule 1 thereto (each, a "Purchaser" and collectively, the "Purchasers").

Capitalized terms used but not otherwise defined in this Joinder Agreement shall have the meanings ascribed to such terms in the Note Purchase Agreement.

RECITALS

WHEREAS, the Company and the Purchasers identified therein entered into that certain Note Purchase Agreement, dated as of January 15, 2024 (the "Note Purchase Agreement"), pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company, convertible promissory notes (each, a "Note" and collectively, the "Notes") in the aggregate principal amount of up to Sixty Million Dollars ($60,000,000), with each Note bearing interest at the rate of six percent (6.00%) per annum (600 basis points), computed on the basis of a 365-day year, and maturing on January 15, 2026 (the "Maturity Date"), upon the terms and subject to the conditions set forth in the Note Purchase Agreement (the "Recital A");

WHEREAS, Section 2.2 of the Note Purchase Agreement contemplates that additional purchasers may become parties to the Note Purchase Agreement and to the related Transaction Documents (as defined in the Note Purchase Agreement) by executing and delivering a joinder agreement substantially in the form of Exhibit C to the Note Purchase Agreement (a "Joinder Agreement") in connection with a Subsequent Closing (as defined therein), and that the Company may issue and sell additional Notes to such additional purchasers in accordance with the terms and conditions thereof (the "Recital B");

WHEREAS, the initial closing of the transactions contemplated by the Note Purchase Agreement (the "Initial Closing") occurred on January 15, 2024, at which time an aggregate principal amount of Forty-Five Million Dollars ($45,000,000) of Notes was issued and sold by the Company to the following initial Purchasers in the respective principal amounts set forth opposite their names: (i) Ridgeline Ventures Fund IV, L.P., a Delaware limited partnership, in the principal amount of Thirty Million Dollars ($30,000,000); (ii) Beacon Hill Capital Partners, LLC, a Delaware limited liability company, in the principal amount of Ten Million Dollars ($10,000,000); and (iii) Halcyon Growth Equity, L.P., a Delaware limited partnership, in the principal amount of Five Million Dollars ($5,000,000) (the "Recital C");

WHEREAS, the Joining Purchaser, Northstar Innovation Fund II, L.P., a Delaware limited partnership, desires to become a party to the Note Purchase Agreement and to each of the related Transaction Documents as a "Purchaser" thereunder in connection with the final closing occurring on the date hereof, January 26, 2024 (the "Final Closing"), and to be bound by all of the terms, conditions, rights, and obligations applicable to a Purchaser under the Note Purchase Agreement and such related Transaction Documents (the "Recital D");

WHEREAS, the Joining Purchaser is committing to purchase a Convertible Promissory Note in the principal amount of Ten Million Dollars ($10,000,000), which commitment represents approximately sixteen and sixty-seven hundredths percent (16.67%) of the aggregate Sixty Million Dollar ($60,000,000) convertible note round contemplated by the Note Purchase Agreement (the "Recital E");

WHEREAS, in connection with the Final Closing, Beacon Hill Capital Partners, LLC is also funding its remaining commitment of Five Million Dollars ($5,000,000), such that the total aggregate funding at the Final Closing shall be Fifteen Million Dollars ($15,000,000), bringing total aggregate Notes outstanding to Sixty Million Dollars ($60,000,000) and fully subscribing the offering contemplated by the Note Purchase Agreement (the "Recital F"); and

WHEREAS, in connection with the Note Purchase Agreement, the Company, the Purchasers, and Granite Trust Company, N.A., a national banking association, as escrow agent (the "Escrow Agent"), entered into that certain Escrow Agreement, dated as of January 15, 2024 (the "Escrow Agreement"), pursuant to which the Escrow Agent established and maintains Escrow Account No. 4401-7829-SBF (the "Escrow Account") for the deposit, holding, and disbursement of the purchase price for the Notes in accordance with the terms thereof (the "Recital G").

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

SECTION 1: JOINDER AND AGREEMENT

1.1 Joinder to Note Purchase Agreement. Northstar Innovation Fund II, L.P., a Delaware limited partnership, hereby irrevocably and unconditionally agrees, effective as of the date hereof, to become a party to and to be fully bound by all of the terms, conditions, covenants, representations, warranties, rights, and obligations of a "Purchaser" under the Note Purchase Agreement, dated as of January 15, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time), by and among the Company and the Purchasers, in each case as if the Joining Purchaser were an original signatory thereto on January 15, 2024 (the execution version of the Note Purchase Agreement having been delivered to the Joining Purchaser and reviewed in its entirety prior to the execution of this Joinder Agreement). For purposes of all notices, deliveries, and communications under the Note Purchase Agreement, the Company's address shall be: 1400 Market Street, Suite 2200, Wilmington, DE 19801. Upon execution and delivery of this Joinder Agreement by the Joining Purchaser and acceptance hereof by the Company, the Joining Purchaser shall be deemed to be a "Purchaser" for all purposes of the Note Purchase Agreement and each of the Transaction Documents, and shall be entitled to exercise all of the rights and shall be subject to all of the obligations of a Purchaser thereunder, including, without limitation, the rights and obligations set forth in Sections 4, 5, 6, 7, 8, and 9 of the Note Purchase Agreement.

1.2 Purchase Commitment. The Joining Purchaser hereby commits to purchase from the Company, and the Company hereby commits to issue and sell to the Joining Purchaser, a Convertible Promissory Note in the aggregate principal amount of Ten Million Dollars ($10,000,000) (the "Northstar Note") at the Final Closing on January 26, 2024. The Northstar Note shall bear interest at the rate of six percent (6.00%) per annum, computed as simple interest on the basis of a three hundred sixty-five (365) day year and the actual number of days elapsed, commencing on the date of issuance. The Northstar Note shall mature on January 15, 2026, being twenty-four (24) months from the date of the Initial Closing. The Northstar Note shall be substantially in the form of Convertible Promissory Note attached as Exhibit A to the Note Purchase Agreement, with such changes as are necessary to reflect the principal amount, date of issuance, and the identity of the holder. The purchase price for the Northstar Note shall be equal to one hundred percent (100%) of its principal amount, payable in immediately available funds in United States Dollars.

1.3 Joinder to Related Transaction Documents. Simultaneously with the execution and delivery of this Joinder Agreement, and as a condition to the consummation of the Final Closing, the Joining Purchaser hereby irrevocably agrees to join and become a party to each of the following Transaction Documents, and shall be deemed to be a party thereto as if the Joining Purchaser were an original signatory to each such agreement on the date of its initial execution:

(a) Subordination Agreement, dated as of January 15, 2024 (the "Subordination Agreement"), by and among Kelvantis Lending Corp., a Delaware corporation, in its capacity as the senior lender under that certain Loan and Security Agreement, dated as of August 15, 2022, by and between Kelvantis Lending Corp. and the Company (as amended, the "Loan and Security Agreement"), the Purchasers (in their capacity as subordinated noteholders under the Notes), and Skybridge Fintech Ltd., pursuant to which the obligations of the Company under the Notes are subordinated in right of payment to the Company's obligations under the Loan and Security Agreement;

(b) Amendment No. 1 to Amended and Restated Investors' Rights Agreement, dated as of January 15, 2024, by and among the Company and the investors party thereto, which amendment, among other things, extends certain information rights, registration rights, and related protections to the holders of Notes issued pursuant to the Note Purchase Agreement;

(c) Amendment No. 1 to Right of First Refusal and Co-Sale Agreement, dated as of January 15, 2024, by and among the Company, the Founders (as defined therein), and the investors party thereto, which amendment, among other things, extends certain rights of first refusal and co-sale rights to the holders of Notes issued pursuant to the Note Purchase Agreement; and

(d) Escrow Agreement, dated as of January 15, 2024, by and among the Company, the Purchasers, and Granite Trust Company, N.A., a national banking association, as escrow agent (Escrow Account No. 4401-7829-SBF), which governs the deposit, holding, investment, and disbursement of the purchase price for the Notes pending satisfaction of the conditions to closing set forth in the Note Purchase Agreement.

The Joining Purchaser hereby acknowledges receipt and review of complete and correct copies of each of the Transaction Documents identified in this Section 1.3 and confirms its agreement to be bound by the terms and conditions thereof.

1.4 Schedule of Purchasers. Schedule 1 to the Note Purchase Agreement (the "Schedule of Purchasers") is hereby amended and restated in its entirety as of the date hereof to include the Joining Purchaser as a Purchaser thereunder, with a commitment amount of Ten Million Dollars ($10,000,000). The amended and restated Schedule of Purchasers, dated as of January 26, 2024, reflecting the addition of the Joining Purchaser and the updated commitment and funding information for all Purchasers, is attached hereto as Exhibit A and is incorporated herein by reference. Each of the parties hereto agrees that such amended and restated Schedule 1 shall supersede and replace in its entirety the prior Schedule 1 to the Note Purchase Agreement and shall be deemed to be the Schedule of Purchasers for all purposes of the Note Purchase Agreement and the Transaction Documents from and after the date hereof.

SECTION 2: REPRESENTATIONS AND WARRANTIES OF THE JOINING PURCHASER

The Joining Purchaser hereby represents and warrants to the Company and to each of the other Purchasers, as of the date of this Joinder Agreement, as follows:

2.1 Organization and Authority. The Joining Purchaser, Northstar Innovation Fund II, L.P., is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of the Joining Purchaser is Northstar Innovation GP II, LLC, a Delaware limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The principal office of the Joining Purchaser is located at 555 California Street, Suite 4100, San Francisco, CA 94104. The execution, delivery, and performance by the Joining Purchaser of this Joinder Agreement and each of the Transaction Documents to which it is becoming a party, and the consummation by the Joining Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary partnership action on the part of the Joining Purchaser, including all requisite approvals of its general partner and, to the extent required, its limited partners and advisory committee. No other partnership, limited liability company, or other proceedings on the part of the Joining Purchaser or its general partner are necessary to authorize the execution, delivery, and performance of this Joinder Agreement or the consummation of the transactions contemplated hereby.

2.2 Accredited Investor Status. The Joining Purchaser represents and warrants that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Without limiting the generality of the foregoing, the Joining Purchaser is an accredited investor by reason of being an entity in which all of the equity owners are accredited investors within the meaning of Rule 501(a)(8) of Regulation D, or alternatively, by reason of having total assets in excess of $5,000,000 within the meaning of Rule 501(a)(7) of Regulation D.

2.3 Investment Intent; Restricted Securities. The Joining Purchaser is acquiring the Northstar Note and shall acquire the shares of capital stock of the Company issuable upon conversion thereof (collectively, the "Securities") for its own account for investment purposes only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. The Joining Purchaser understands and acknowledges that (a) neither the Note nor the shares of capital stock issuable upon conversion thereof have been registered under the Securities Act or under any state securities laws, (b) the Securities constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, (c) the Securities may not be sold, transferred, pledged, hypothecated, or otherwise disposed of except in compliance with the Securities Act, applicable state securities laws, and the terms and conditions of the Note Purchase Agreement and the other Transaction Documents, and (d) the certificates or book-entry statements evidencing the Securities shall bear a restrictive legend to such effect.

2.4 Sophistication and Access to Information. The Joining Purchaser has such knowledge, sophistication, and experience in financial, business, and investment matters as to be capable of evaluating the merits and risks of an investment in the Securities, and has made its own independent investigation of the Company, its business, financial condition, results of operations, and prospects. The Joining Purchaser has had access to, and has been afforded the opportunity to review, such information regarding the Company and the transactions contemplated by the Note Purchase Agreement as the Joining Purchaser has deemed necessary or appropriate in order to make an informed investment decision, including, without limitation: (i) the Company Disclosure Schedule delivered to the Purchasers on January 14, 2024 in connection with the execution of the Note Purchase Agreement; (ii) the audited financial statements of the Company for the fiscal year ended December 31, 2022, prepared by Pinnacle Audit Group LLP (engagement partner: Lisa Johannsen), together with the audit opinion thereon; and (iii) the unaudited reviewed financial statements of the Company as of and for the nine-month period ended September 30, 2023. The Joining Purchaser acknowledges that it has had the opportunity to ask questions of, and receive answers from, the officers and management of the Company regarding the Company and its business, and has received satisfactory answers to all such questions.

2.5 No General Solicitation. The Joining Purchaser did not learn of the offering of the Notes through any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act, including, without limitation, any article, notice, advertisement, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees were invited by any general solicitation or general advertising. The Joining Purchaser became aware of the offering through pre-existing substantive relationships with the Company and/or its existing investors.

2.6 Binding Obligation. This Joinder Agreement has been duly executed and delivered by the Joining Purchaser and constitutes the legal, valid, and binding obligation of the Joining Purchaser, enforceable against the Joining Purchaser in accordance with its terms, subject to: (a) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting the enforcement of creditors' rights generally; and (b) rules of law governing specific performance, injunctive relief, and other equitable remedies, and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

2.7 Managing Partner. Wei-Lin Chang, Managing Partner of Northstar Innovation Fund II, L.P. (acting through its general partner, Northstar Innovation GP II, LLC, a Delaware limited liability company), has been duly authorized and empowered to execute and deliver this Joinder Agreement and each of the Transaction Documents to which the Joining Purchaser is becoming a party, on behalf of the Joining Purchaser, and to take all actions contemplated hereby and thereby. No consent, approval, or authorization of any other person or entity is required in connection with the execution and delivery by the Joining Purchaser of this Joinder Agreement, except such consents, approvals, and authorizations as have been duly obtained prior to the date hereof.

SECTION 3: REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Joining Purchaser, as of the date of this Joinder Agreement, as follows:

3.1 Bring-Down of Representations. The Company hereby confirms that each of the representations and warranties of the Company set forth in Article III of the Note Purchase Agreement (including, without limitation, the representations and warranties relating to organization, corporate power, authorization, capitalization, financial statements, material contracts, litigation, compliance with laws, intellectual property, taxes, and employee matters) are true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the date of this Joinder Agreement, January 26, 2024, with the same force and effect as if made on and as of such date, except to the extent that any such representation or warranty expressly speaks as of a specific earlier date, in which case such representation or warranty is true and correct in all material respects (or, as applicable, in all respects) as of such earlier date. Since the date of the Note Purchase Agreement, the Company has delivered to the Joining Purchaser updates to the Company Disclosure Schedule, if any, as contemplated by the Note Purchase Agreement, and no event or circumstance has occurred that would require any material update to the Company Disclosure Schedule.

3.2 Due Authorization. The execution and delivery of this Joinder Agreement by the Company, the issuance and sale of the Northstar Note to the Joining Purchaser at the Final Closing, and the performance by the Company of its obligations hereunder and under the Note Purchase Agreement with respect to the Final Closing, have been duly authorized by all requisite corporate action on the part of the Company, including, without limitation: (a) the Unanimous Written Consent of the Board of Directors of the Company, dated January 10, 2024, approving the issuance and sale of the Notes (including the Northstar Note) and the execution and delivery of the Note Purchase Agreement, this Joinder Agreement, and the Transaction Documents; and (b) the Written Consent of Stockholders of the Company in Lieu of Special Meeting, dated January 12, 2024, approving the issuance and sale of the Notes and the transactions contemplated by the Note Purchase Agreement, in each case as required under the Company's Amended and Restated Certificate of Incorporation, the Delaware General Corporation Law, and applicable law.

3.3 No Conflicts. The execution and delivery of this Joinder Agreement by the Company, the issuance and sale of the Northstar Note to the Joining Purchaser, and the consummation by the Company of the transactions contemplated hereby do not and will not: (a) violate or conflict with any provision of the Amended and Restated Certificate of Incorporation of the Company, as currently in effect, or the Amended and Restated Bylaws of the Company, as currently in effect; (b) violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice, lapse of time, or both, would constitute a default) under the Loan and Security Agreement, dated as of August 15, 2022, by and between the Company and Kelvantis Lending Corp. (as amended from time to time), which conflict or default has been addressed and resolved by the written consent of Kelvantis Lending Corp. to the transactions contemplated by the Note Purchase Agreement and the Subordination Agreement, delivered to the Company on January 12, 2024; or (c) violate or conflict with any applicable federal, state, or local law, statute, rule, regulation, order, judgment, injunction, or decree applicable to the Company or any of its properties or assets.

SECTION 4: CLOSING MECHANICS

4.1 Final Closing. The Final Closing shall take place remotely via the exchange of documents and signatures on January 26, 2024, or at such other time and place as the Company and the Joining Purchaser may mutually agree in writing (the "Final Closing Date"). At or prior to the Final Closing, the Joining Purchaser shall wire transfer the aggregate purchase price of Ten Million Dollars ($10,000,000) in immediately available funds to the Escrow Account maintained by Granite Trust Company, N.A., Escrow Account No. 4401-7829-SBF, in accordance with the wire transfer instructions provided by the Company to the Joining Purchaser and set forth in the Escrow Agreement. The wire transfer shall be initiated in sufficient time to ensure that the full amount is received in the Escrow Account on or before 12:00 noon (Eastern Time) on the Final Closing Date. Upon satisfaction (or waiver by the applicable party) of all conditions to closing set forth in Section 6 of this Joinder Agreement and Section 2.3 of the Note Purchase Agreement, Granite Trust Company, N.A. (contact: Angela Petrov; principal office: 100 Summer Street, Boston, MA 02110; telephone: (617) 555-4200) shall disburse such funds, together with the Five Million Dollar ($5,000,000) remaining commitment from Beacon Hill Capital Partners, LLC, to the Company's designated operating account at Harborview Savings Bank (or its successor institution) in accordance with the joint written release instructions executed by the Company and the Lead Investor (as defined in the Note Purchase Agreement).

4.2 Delivery of Note. At the Final Closing, and subject to the satisfaction of the conditions to closing set forth herein, the Company shall deliver to the Joining Purchaser a duly executed original Convertible Promissory Note in the principal amount of Ten Million Dollars ($10,000,000), substantially in the form of the Convertible Promissory Note attached as Exhibit A to the Note Purchase Agreement, dated as of January 26, 2024, payable to the order of Northstar Innovation Fund II, L.P. (or its registered assigns), and bearing such other terms and conditions as are set forth in the Note Purchase Agreement and the form of Note. The Company shall deliver such Note to the Joining Purchaser (or its designated representative) by overnight courier or by electronic transmission of an executed PDF copy followed by delivery of the original within five (5) business days of the Final Closing Date.

4.3 Escrow Fee. The parties hereby acknowledge and agree that the flat escrow fee of Seven Thousand Five Hundred Dollars ($7,500) payable to Granite Trust Company, N.A. in its capacity as Escrow Agent under the Escrow Agreement was paid in full by the Company at the Initial Closing on January 15, 2024. No additional escrow fee or other compensation is due or payable to the Escrow Agent in connection with the Final Closing or the transactions contemplated by this Joinder Agreement.

SECTION 5: KEY NOTE TERMS (INCORPORATED BY REFERENCE)

For the avoidance of doubt and for reference purposes only, the parties hereby confirm that the Convertible Promissory Note to be issued to the Joining Purchaser at the Final Closing shall have the following terms and conditions, as more fully set forth in the Note Purchase Agreement and the form of Convertible Promissory Note attached as Exhibit A thereto:

Principal Amount: Ten Million Dollars ($10,000,000).

Interest Rate: Six percent (6.00%) per annum, computed as simple interest on the basis of a three hundred sixty-five (365) day year and the actual number of days elapsed, accruing from the date of issuance.

Maturity Date: January 15, 2026, being twenty-four (24) months from the date of the Initial Closing.

Automatic Conversion: Upon the closing of a Qualified Financing (defined in the Note Purchase Agreement as an equity financing of the Company in which the Company raises at least Eighty Million Dollars ($80,000,000) in new equity capital in connection with a Series D Preferred Stock financing or equivalent), the outstanding principal amount of the Note, together with all accrued and unpaid interest thereon, shall automatically convert into shares of the equity securities issued in such Qualified Financing at a conversion price per share equal to the lower of: (a) eighty percent (80%) of the price per share paid by the investors in the Qualified Financing (representing a twenty percent (20%) discount); or (b) the price per share implied by a pre-money valuation cap of Seven Hundred Fifty Million Dollars ($750,000,000) on a fully diluted basis (the "Valuation Cap"), which, based on approximately forty-eight million five hundred thousand (48,500,000) fully diluted shares outstanding on a pre-bridge basis as of the date of the Note Purchase Agreement, implies a price per share of approximately Fifteen Dollars and Forty-Six Cents ($15.46) per share (the "Cap Price").

Optional Conversion at Maturity: In the event that no Qualified Financing has occurred on or prior to the Maturity Date, the holder of the Note shall have the right, at its sole election, to either: (i) convert the outstanding principal amount of the Note, together with all accrued and unpaid interest thereon, into shares of the Company's capital stock at the Cap Price; or (ii) demand repayment of the outstanding principal amount of the Note, together with all accrued and unpaid interest thereon, in cash.

Change of Control: Upon the occurrence of a Change of Control (as defined in the Note Purchase Agreement), the holder of the Note shall be entitled to receive an amount equal to the greater of: (i) two times (2.0x) the outstanding principal amount of the Note, plus all accrued and unpaid interest thereon; or (ii) the amount that would be payable to the holder upon conversion of the Note at the Valuation Cap, determined as if such conversion occurred immediately prior to such Change of Control, and the holder received its pro rata share of the proceeds of such Change of Control.

Most Favored Nation (MFN): If, at any time while the Note remains outstanding, the Company issues any convertible promissory notes, Simple Agreements for Future Equity (SAFEs), or other convertible debt instruments on terms more favorable to the holders thereof than the terms of the Notes (including, without limitation, a lower valuation cap, a higher discount rate, or more favorable interest rate or maturity terms), the holder of the Note shall have the right, upon written notice to the Company, to amend the terms of the Note to incorporate such more favorable terms.

Subordination: The Notes, including the Northstar Note, are subordinated in right of payment to the Company's existing obligations under the Loan and Security Agreement, dated as of August 15, 2022, by and between the Company and Kelvantis Lending Corp., pursuant to which Kelvantis Lending Corp. has extended a venture debt facility to the Company in the aggregate principal amount of Fifteen Million Dollars ($15,000,000), maturing on August 15, 2025, all as more fully set forth in the Subordination Agreement.

The foregoing summary of the key terms of the Note is provided for convenience of reference only and is qualified in its entirety by the terms and conditions of the Note Purchase Agreement and the form of Convertible Promissory Note attached thereto.

SECTION 6: CONDITIONS TO CLOSING

6.1 Conditions to the Joining Purchaser's Obligation. The obligation of the Joining Purchaser to consummate the purchase of the Northstar Note at the Final Closing is subject to the satisfaction (or waiver by the Joining Purchaser) of each of the following conditions:

(a) Accuracy of Representations and Warranties. The representations and warranties of the Company set forth in the Note Purchase Agreement and in Section 3 of this Joinder Agreement shall be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the Final Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Final Closing Date (except for representations and warranties that expressly speak as of an earlier date, which shall be true and correct in all material respects as of such earlier date).

(b) Delivery of Note. The Company shall have duly executed and delivered to the Joining Purchaser the Northstar Note in the principal amount of Ten Million Dollars ($10,000,000), substantially in the form of Exhibit A to the Note Purchase Agreement, dated as of the Final Closing Date.

(c) Countersigned Joinder Agreement. The Joining Purchaser shall have received a fully executed counterpart of this Joinder Agreement, duly countersigned by the Company and acknowledged by each of the existing Purchasers.

(d) No Material Adverse Change. Since the date of the Note Purchase Agreement, no Material Adverse Effect (as defined in the Note Purchase Agreement) shall have occurred with respect to the Company, its business, assets, properties, financial condition, or results of operations, and no event, circumstance, or condition shall have occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

(e) Officer's Certificate. The Company shall have delivered to the Joining Purchaser a certificate, dated as of the Final Closing Date, executed by an authorized officer of the Company (which may be the Chief Executive Officer or the Chief Financial Officer), certifying that: (i) the conditions set forth in Sections 6.1(a) and 6.1(d) have been satisfied; (ii) the representations and warranties of the Company set forth herein and in the Note Purchase Agreement are true and correct in all material respects as of the Final Closing Date; and (iii) all corporate approvals and consents required for the issuance and sale of the Northstar Note have been obtained.

6.2 Conditions to the Company's Obligation. The obligation of the Company to consummate the issuance and sale of the Northstar Note to the Joining Purchaser at the Final Closing is subject to the satisfaction (or waiver by the Company) of each of the following conditions:

(a) Accuracy of Representations and Warranties. The representations and warranties of the Joining Purchaser set forth in Section 2 of this Joinder Agreement shall be true and correct in all material respects as of the Final Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Final Closing Date.

(b) Receipt of Purchase Price. The Escrow Agent shall have received the full purchase price of Ten Million Dollars ($10,000,000) by wire transfer of immediately available funds to Escrow Account No. 4401-7829-SBF maintained at Granite Trust Company, N.A., in accordance with the wire transfer instructions provided by the Company.

(c) Execution and Delivery of Joinder Agreement. The Joining Purchaser shall have duly executed and delivered this Joinder Agreement to the Company.

SECTION 7: NOTICES

All notices, requests, demands, consents, waivers, and other communications under this Joinder Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, when sent by electronic mail (with confirmation of receipt), when sent by nationally recognized overnight courier service (with tracking confirmation), or when mailed by certified or registered mail, postage prepaid, return receipt requested, addressed as follows (or to such other address as any party may designate by written notice to the other parties in accordance with this Section 7):

If to the Joining Purchaser:

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

Attention: Wei-Lin Chang, Managing Partner

Email: wchang@northstarinnovation.com

If to the Company:

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

Attention: Priya Ramanathan, General Counsel

Email: pramanathan@skybridgefintech.com

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

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

Attention: Leonard Ashford

Email: lashford@calderwoodharkness.com

If to the Lead Investor:

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

Attention: Samuel Okonkwo

Email: sokonkwo@ridgelineventures.com

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

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

Attention: Graham Whitfield

Email: gwhitfield@whitfieldpratt.com

Notices to the other existing Purchasers shall be sent to the addresses set forth on the amended and restated Schedule of Purchasers attached hereto as Exhibit A.

SECTION 8: MISCELLANEOUS PROVISIONS

8.1 Governing Law. This Joinder Agreement and any dispute, claim, or controversy arising out of or relating to this Joinder Agreement or the breach, termination, enforcement, interpretation, or validity hereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be governed by and construed 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.

8.2 Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, the Superior Court of the State of Delaware), and (b) the United States District Court for the District of Delaware, in each case for the purpose of any action, suit, or proceeding arising out of or relating to this Joinder Agreement or the transactions contemplated hereby. Each of the parties hereto irrevocably waives, and agrees not to assert by way of motion, defense, 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 Joinder Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts.

8.3 Entire Agreement. This Joinder Agreement, together with the Note Purchase Agreement, the Notes, the Subordination Agreement, the Escrow Agreement, the Amendment No. 1 to Amended and Restated Investors' Rights Agreement, the Amendment No. 1 to Right of First Refusal and Co-Sale Agreement, and each of the other Transaction Documents (and all exhibits, schedules, and annexes thereto), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether written or oral, with respect to such subject matter.

8.4 Amendment; Waiver. No amendment, modification, supplement, or waiver of any provision of this Joinder Agreement shall be effective unless set forth in a written instrument duly executed by each of the parties hereto. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default, whether of the same or a different provision of this Joinder Agreement. 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.

8.5 Counterparts. This Joinder Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Joinder Agreement by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including signatures delivered via Brightwater Software, Ashford Health IT, or similar electronic signature platforms) shall be effective as delivery of a manually executed counterpart hereof, and any such electronically transmitted signature shall be deemed an original signature for all purposes.

8.6 Successors and Assigns. This Joinder Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No party may assign or transfer any of its rights or obligations under this Joinder Agreement without the prior written consent of each of the other parties hereto, except as otherwise provided in the Note Purchase Agreement with respect to permitted transfers of the Notes.

8.7 Severability. If any term, provision, covenant, or restriction of this Joinder Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Joinder Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Joinder Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.

8.8 Expenses. Except as otherwise expressly provided herein or in the Note Purchase Agreement, each party hereto shall bear and pay its own costs, fees, and expenses (including attorneys' fees, accountants' fees, and other professional fees and expenses) incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Joinder Agreement and the transactions contemplated hereby; provided, however, that the Company shall reimburse investor counsel, Whitfield, Pratt & Soo LLP, for reasonable and documented legal fees and out-of-pocket expenses incurred in connection with the negotiation, preparation, and execution of the Note Purchase Agreement, this Joinder Agreement, and the Transaction Documents, in an aggregate amount not to exceed One Hundred Twenty-Five Thousand Dollars ($125,000), as set forth in Section 9.8 of the Note Purchase Agreement.

8.9 Further Assurances. Each of the parties hereto agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, certificates, and agreements, and to take, or cause to be taken, such further actions, in each case as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Joinder Agreement and to carry out fully the transactions contemplated hereby.

[Remainder of page intentionally left blank; signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first written above.

JOINING PURCHASER:.

NORTHSTAR INNOVATION FUND II, L.P.

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

By: ________

Name: Wei-Lin Chang

Title: Managing Partner

Date: January 26, 2024

COMPANY (Acknowledged and Agreed):

SKYBRIDGE FINTECH LTD.

By: ________

Name: Arjun Mehta

Title: Chief Executive Officer

Date: January 26, 2024

EXISTING PURCHASERS (Acknowledged):

RIDGELINE VENTURES FUND IV, L.P.

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

By: ________

Name: Samuel Okonkwo

Title: Partner

Date: January 26, 2024

BEACON HILL CAPITAL PARTNERS, LLC

By: ________

Name: Joanna Falkner

Title: Managing Director

Date: January 26, 2024

HALCYON GROWTH EQUITY, L.P.

By: Halcyon Growth Management, LLC, its General Partner

By: ________

Name: Robert "Rob" Castillo

Title: Partner

Date: January 26, 2024

EXHIBIT A

AMENDED AND RESTATED SCHEDULE OF PURCHASERS (As of January 26, 2024)

The following sets forth the amended and restated Schedule 1 to the Note Purchase Agreement, effective as of January 26, 2024, reflecting the addition of Northstar Innovation Fund II, L.P. as a Purchaser and the updated commitment and funding information for all Purchasers following the Final Closing:

Wire Transfer Instructions

Wire transfer instructions for each Purchaser are set forth below. All wire transfers shall be made in United States Dollars in immediately available funds.

Ridgeline Ventures Fund IV, L.P.

Bank Name: [To be provided under separate cover] ABA Routing Number: [To be provided under separate cover] Account Number: [To be provided under separate cover] Account Name: [To be provided under separate cover] Reference: Skybridge Fintech — NPA Joinder

Beacon Hill Capital Partners, LLC

Northstar Innovation Fund II, L.P.

Halcyon Growth Equity, L.P.

Notice Addresses for Purchasers

Ridgeline Ventures Fund IV, L.P.

800 Boylston Street, 34th Floor Boston, MA 02199

Attention: Samuel Okonkwo

Email: sokonkwo@ridgelineventures.com

Beacon Hill Capital Partners, LLC

200 Clarendon Street, 52nd Floor Boston, MA 02116

Attention: Joanna Falkner, Managing Director

Email: jfalkner@beaconhillcap.com

Northstar Innovation Fund II, L.P.

555 California Street, Suite 4100 San Francisco, CA 94104

Attention: Wei-Lin Chang, Managing Partner

Email: wchang@northstarinnovation.com

Halcyon Growth Equity, L.P.

1345 Avenue of the Americas, 42nd Floor New York, NY 10105

Attention: Robert Castillo, Partner

Email: rcastillo@halcyongrowth.com

Purchaser	Commitment Amount	Percentage of Round	Closing(s)
Ridgeline Ventures Fund IV, L.P.	$30,000,000	50.00%	Initial Closing (January 15, 2024)
Beacon Hill Capital Partners, LLC	$15,000,000	25.00%	$10,000,000 — Initial Closing (January 15, 2024); $5,000,000 — Final Closing (January 26, 2024)
Northstar Innovation Fund II, L.P.	$10,000,000	16.67%	Final Closing (January 26, 2024)
Halcyon Growth Equity, L.P.	$5,000,000	8.33%	Initial Closing (January 15, 2024)
Total	$60,000,000	100.00%

JOINDER AGREEMENT
Joinder to Note Purchase Agreement dated January 15, 2024 (as amended)
Dated as of January 26, 2024
This JOINDER AGREEMENT (this "Agreement" or "Joinder Agreement"), dated as of January 26, 2024, is entered into by and among Northstar Innovation Fund II, L.P., a Delaware limited partnership (the "Joining Purchaser" or "Northstar"), Skybridge Fintech Ltd., a Delaware corporation (the "Company"), and the existing Purchasers identified on the signature pages hereto, with reference to that certain Note Purchase Agreement, dated as of January 15, 2024 (the "Note Purchase Agreement"), by and among Skybridge Fintech Ltd., a Delaware corporation, and the Purchasers listed on Schedule 1 thereto (each, a "Purchaser" and collectively, the "Purchasers").
Capitalized terms used but not otherwise defined in this Joinder Agreement shall have the meanings ascribed to such terms in the Note Purchase Agreement.
RECITALS
WHEREAS, the Company and the Purchasers identified therein entered into that certain Note Purchase Agreement, dated as of January 15, 2024 (the "Note Purchase Agreement"), pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company, convertible promissory notes (each, a "Note" and collectively, the "Notes") in the aggregate principal amount of up to Sixty Million Dollars ($60,000,000), with each Note bearing interest at the rate of six percent (6.00%) per annum (600 basis points), computed on the basis of a 365-day year, and maturing on January 15, 2026 (the "Maturity Date"), upon the terms and subject to the conditions set forth in the Note Purchase Agreement (the "Recital A");
WHEREAS, Section 2.2 of the Note Purchase Agreement contemplates that additional purchasers may become parties to the Note Purchase Agreement and to the related Transaction Documents (as defined in the Note Purchase Agreement) by executing and delivering a joinder agreement substantially in the form of Exhibit C to the Note Purchase Agreement (a "Joinder Agreement") in connection with a Subsequent Closing (as defined therein), and that the Company may issue and sell additional Notes to such additional purchasers in accordance with the terms and conditions thereof (the "Recital B");
WHEREAS, the initial closing of the transactions contemplated by the Note Purchase Agreement (the "Initial Closing") occurred on January 15, 2024, at which time an aggregate principal amount of Forty-Five Million Dollars ($45,000,000) of Notes was issued and sold by the Company to the following initial Purchasers in the respective principal amounts set forth opposite their names: (i) Ridgeline Ventures Fund IV, L.P., a Delaware limited partnership, in the principal amount of Thirty Million Dollars ($30,000,000); (ii) Beacon Hill Capital Partners, LLC, a Delaware limited liability company, in the principal amount of Ten Million Dollars ($10,000,000); and (iii) Halcyon Growth Equity, L.P., a Delaware limited partnership, in the principal amount of Five Million Dollars ($5,000,000) (the "Recital C");
WHEREAS, the Joining Purchaser, Northstar Innovation Fund II, L.P., a Delaware limited partnership, desires to become a party to the Note Purchase Agreement and to each of the related Transaction Documents as a "Purchaser" thereunder in connection with the final closing occurring on the date hereof, January 26, 2024 (the "Final Closing"), and to be bound by all of the terms, conditions, rights, and obligations applicable to a Purchaser under the Note Purchase Agreement and such related Transaction Documents (the "Recital D");
WHEREAS, the Joining Purchaser is committing to purchase a Convertible Promissory Note in the principal amount of Ten Million Dollars ($10,000,000), which commitment represents approximately sixteen and sixty-seven hundredths percent (16.67%) of the aggregate Sixty Million Dollar ($60,000,000) convertible note round contemplated by the Note Purchase Agreement (the "Recital E");
WHEREAS, in connection with the Final Closing, Beacon Hill Capital Partners, LLC is also funding its remaining commitment of Five Million Dollars ($5,000,000), such that the total aggregate funding at the Final Closing shall be Fifteen Million Dollars ($15,000,000), bringing total aggregate Notes outstanding to Sixty Million Dollars ($60,000,000) and fully subscribing the offering contemplated by the Note Purchase Agreement (the "Recital F"); and
WHEREAS, in connection with the Note Purchase Agreement, the Company, the Purchasers, and Granite Trust Company, N.A., a national banking association, as escrow agent (the "Escrow Agent"), entered into that certain Escrow Agreement, dated as of January 15, 2024 (the "Escrow Agreement"), pursuant to which the Escrow Agent established and maintains Escrow Account No. 4401-7829-SBF (the "Escrow Account") for the deposit, holding, and disbursement of the purchase price for the Notes in accordance with the terms thereof (the "Recital G").
NOW, THEREFORE, in consideration of the mutual promises, covenants, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1: JOINDER AND AGREEMENT
1.1 Joinder to Note Purchase Agreement. Northstar Innovation Fund II, L.P., a Delaware limited partnership, hereby irrevocably and unconditionally agrees, effective as of the date hereof, to become a party to and to be fully bound by all of the terms, conditions, covenants, representations, warranties, rights, and obligations of a "Purchaser" under the Note Purchase Agreement, dated as of January 15, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time), by and among the Company and the Purchasers, in each case as if the Joining Purchaser were an original signatory thereto on January 15, 2024 (the execution version of the Note Purchase Agreement having been delivered to the Joining Purchaser and reviewed in its entirety prior to the execution of this Joinder Agreement). For purposes of all notices, deliveries, and communications under the Note Purchase Agreement, the Company's address shall be: 1400 Market Street, Suite 2200, Wilmington, DE 19801. Upon execution and delivery of this Joinder Agreement by the Joining Purchaser and acceptance hereof by the Company, the Joining Purchaser shall be deemed to be a "Purchaser" for all purposes of the Note Purchase Agreement and each of the Transaction Documents, and shall be entitled to exercise all of the rights and shall be subject to all of the obligations of a Purchaser thereunder, including, without limitation, the rights and obligations set forth in Sections 4, 5, 6, 7, 8, and 9 of the Note Purchase Agreement.
1.2 Purchase Commitment. The Joining Purchaser hereby commits to purchase from the Company, and the Company hereby commits to issue and sell to the Joining Purchaser, a Convertible Promissory Note in the aggregate principal amount of Ten Million Dollars ($10,000,000) (the "Northstar Note") at the Final Closing on January 26, 2024. The Northstar Note shall bear interest at the rate of six percent (6.00%) per annum, computed as simple interest on the basis of a three hundred sixty-five (365) day year and the actual number of days elapsed, commencing on the date of issuance. The Northstar Note shall mature on January 15, 2026, being twenty-four (24) months from the date of the Initial Closing. The Northstar Note shall be substantially in the form of Convertible Promissory Note attached as Exhibit A to the Note Purchase Agreement, with such changes as are necessary to reflect the principal amount, date of issuance, and the identity of the holder. The purchase price for the Northstar Note shall be equal to one hundred percent (100%) of its principal amount, payable in immediately available funds in United States Dollars.
1.3 Joinder to Related Transaction Documents. Simultaneously with the execution and delivery of this Joinder Agreement, and as a condition to the consummation of the Final Closing, the Joining Purchaser hereby irrevocably agrees to join and become a party to each of the following Transaction Documents, and shall be deemed to be a party thereto as if the Joining Purchaser were an original signatory to each such agreement on the date of its initial execution:
(a) Subordination Agreement, dated as of January 15, 2024 (the "Subordination Agreement"), by and among Kelvantis Lending Corp., a Delaware corporation, in its capacity as the senior lender under that certain Loan and Security Agreement, dated as of August 15, 2022, by and between Kelvantis Lending Corp. and the Company (as amended, the "Loan and Security Agreement"), the Purchasers (in their capacity as subordinated noteholders under the Notes), and Skybridge Fintech Ltd., pursuant to which the obligations of the Company under the Notes are subordinated in right of payment to the Company's obligations under the Loan and Security Agreement;
(b) Amendment No. 1 to Amended and Restated Investors' Rights Agreement, dated as of January 15, 2024, by and among the Company and the investors party thereto, which amendment, among other things, extends certain information rights, registration rights, and related protections to the holders of Notes issued pursuant to the Note Purchase Agreement;
(c) Amendment No. 1 to Right of First Refusal and Co-Sale Agreement, dated as of January 15, 2024, by and among the Company, the Founders (as defined therein), and the investors party thereto, which amendment, among other things, extends certain rights of first refusal and co-sale rights to the holders of Notes issued pursuant to the Note Purchase Agreement; and
(d) Escrow Agreement, dated as of January 15, 2024, by and among the Company, the Purchasers, and Granite Trust Company, N.A., a national banking association, as escrow agent (Escrow Account No. 4401-7829-SBF), which governs the deposit, holding, investment, and disbursement of the purchase price for the Notes pending satisfaction of the conditions to closing set forth in the Note Purchase Agreement.
The Joining Purchaser hereby acknowledges receipt and review of complete and correct copies of each of the Transaction Documents identified in this Section 1.3 and confirms its agreement to be bound by the terms and conditions thereof.
1.4 Schedule of Purchasers. Schedule 1 to the Note Purchase Agreement (the "Schedule of Purchasers") is hereby amended and restated in its entirety as of the date hereof to include the Joining Purchaser as a Purchaser thereunder, with a commitment amount of Ten Million Dollars ($10,000,000). The amended and restated Schedule of Purchasers, dated as of January 26, 2024, reflecting the addition of the Joining Purchaser and the updated commitment and funding information for all Purchasers, is attached hereto as Exhibit A and is incorporated herein by reference. Each of the parties hereto agrees that such amended and restated Schedule 1 shall supersede and replace in its entirety the prior Schedule 1 to the Note Purchase Agreement and shall be deemed to be the Schedule of Purchasers for all purposes of the Note Purchase Agreement and the Transaction Documents from and after the date hereof.
SECTION 2: REPRESENTATIONS AND WARRANTIES OF THE JOINING PURCHASER
The Joining Purchaser hereby represents and warrants to the Company and to each of the other Purchasers, as of the date of this Joinder Agreement, as follows:
2.1 Organization and Authority. The Joining Purchaser, Northstar Innovation Fund II, L.P., is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of the Joining Purchaser is Northstar Innovation GP II, LLC, a Delaware limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The principal office of the Joining Purchaser is located at 555 California Street, Suite 4100, San Francisco, CA 94104. The execution, delivery, and performance by the Joining Purchaser of this Joinder Agreement and each of the Transaction Documents to which it is becoming a party, and the consummation by the Joining Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary partnership action on the part of the Joining Purchaser, including all requisite approvals of its general partner and, to the extent required, its limited partners and advisory committee. No other partnership, limited liability company, or other proceedings on the part of the Joining Purchaser or its general partner are necessary to authorize the execution, delivery, and performance of this Joinder Agreement or the consummation of the transactions contemplated hereby.
2.2 Accredited Investor Status. The Joining Purchaser represents and warrants that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Without limiting the generality of the foregoing, the Joining Purchaser is an accredited investor by reason of being an entity in which all of the equity owners are accredited investors within the meaning of Rule 501(a)(8) of Regulation D, or alternatively, by reason of having total assets in excess of $5,000,000 within the meaning of Rule 501(a)(7) of Regulation D.
2.3 Investment Intent; Restricted Securities. The Joining Purchaser is acquiring the Northstar Note and shall acquire the shares of capital stock of the Company issuable upon conversion thereof (collectively, the "Securities") for its own account for investment purposes only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. The Joining Purchaser understands and acknowledges that (a) neither the Note nor the shares of capital stock issuable upon conversion thereof have been registered under the Securities Act or under any state securities laws, (b) the Securities constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, (c) the Securities may not be sold, transferred, pledged, hypothecated, or otherwise disposed of except in compliance with the Securities Act, applicable state securities laws, and the terms and conditions of the Note Purchase Agreement and the other Transaction Documents, and (d) the certificates or book-entry statements evidencing the Securities shall bear a restrictive legend to such effect.
2.4 Sophistication and Access to Information. The Joining Purchaser has such knowledge, sophistication, and experience in financial, business, and investment matters as to be capable of evaluating the merits and risks of an investment in the Securities, and has made its own independent investigation of the Company, its business, financial condition, results of operations, and prospects. The Joining Purchaser has had access to, and has been afforded the opportunity to review, such information regarding the Company and the transactions contemplated by the Note Purchase Agreement as the Joining Purchaser has deemed necessary or appropriate in order to make an informed investment decision, including, without limitation: (i) the Company Disclosure Schedule delivered to the Purchasers on January 14, 2024 in connection with the execution of the Note Purchase Agreement; (ii) the audited financial statements of the Company for the fiscal year ended December 31, 2022, prepared by Pinnacle Audit Group LLP (engagement partner: Lisa Johannsen), together with the audit opinion thereon; and (iii) the unaudited reviewed financial statements of the Company as of and for the nine-month period ended September 30, 2023. The Joining Purchaser acknowledges that it has had the opportunity to ask questions of, and receive answers from, the officers and management of the Company regarding the Company and its business, and has received satisfactory answers to all such questions.
2.5 No General Solicitation. The Joining Purchaser did not learn of the offering of the Notes through any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act, including, without limitation, any article, notice, advertisement, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees were invited by any general solicitation or general advertising. The Joining Purchaser became aware of the offering through pre-existing substantive relationships with the Company and/or its existing investors.
2.6 Binding Obligation. This Joinder Agreement has been duly executed and delivered by the Joining Purchaser and constitutes the legal, valid, and binding obligation of the Joining Purchaser, enforceable against the Joining Purchaser in accordance with its terms, subject to: (a) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting the enforcement of creditors' rights generally; and (b) rules of law governing specific performance, injunctive relief, and other equitable remedies, and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
2.7 Managing Partner. Wei-Lin Chang, Managing Partner of Northstar Innovation Fund II, L.P. (acting through its general partner, Northstar Innovation GP II, LLC, a Delaware limited liability company), has been duly authorized and empowered to execute and deliver this Joinder Agreement and each of the Transaction Documents to which the Joining Purchaser is becoming a party, on behalf of the Joining Purchaser, and to take all actions contemplated hereby and thereby. No consent, approval, or authorization of any other person or entity is required in connection with the execution and delivery by the Joining Purchaser of this Joinder Agreement, except such consents, approvals, and authorizations as have been duly obtained prior to the date hereof.
SECTION 3: REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Joining Purchaser, as of the date of this Joinder Agreement, as follows:
3.1 Bring-Down of Representations. The Company hereby confirms that each of the representations and warranties of the Company set forth in Article III of the Note Purchase Agreement (including, without limitation, the representations and warranties relating to organization, corporate power, authorization, capitalization, financial statements, material contracts, litigation, compliance with laws, intellectual property, taxes, and employee matters) are true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the date of this Joinder Agreement, January 26, 2024, with the same force and effect as if made on and as of such date, except to the extent that any such representation or warranty expressly speaks as of a specific earlier date, in which case such representation or warranty is true and correct in all material respects (or, as applicable, in all respects) as of such earlier date. Since the date of the Note Purchase Agreement, the Company has delivered to the Joining Purchaser updates to the Company Disclosure Schedule, if any, as contemplated by the Note Purchase Agreement, and no event or circumstance has occurred that would require any material update to the Company Disclosure Schedule.
3.2 Due Authorization. The execution and delivery of this Joinder Agreement by the Company, the issuance and sale of the Northstar Note to the Joining Purchaser at the Final Closing, and the performance by the Company of its obligations hereunder and under the Note Purchase Agreement with respect to the Final Closing, have been duly authorized by all requisite corporate action on the part of the Company, including, without limitation: (a) the Unanimous Written Consent of the Board of Directors of the Company, dated January 10, 2024, approving the issuance and sale of the Notes (including the Northstar Note) and the execution and delivery of the Note Purchase Agreement, this Joinder Agreement, and the Transaction Documents; and (b) the Written Consent of Stockholders of the Company in Lieu of Special Meeting, dated January 12, 2024, approving the issuance and sale of the Notes and the transactions contemplated by the Note Purchase Agreement, in each case as required under the Company's Amended and Restated Certificate of Incorporation, the Delaware General Corporation Law, and applicable law.
3.3 No Conflicts. The execution and delivery of this Joinder Agreement by the Company, the issuance and sale of the Northstar Note to the Joining Purchaser, and the consummation by the Company of the transactions contemplated hereby do not and will not: (a) violate or conflict with any provision of the Amended and Restated Certificate of Incorporation of the Company, as currently in effect, or the Amended and Restated Bylaws of the Company, as currently in effect; (b) violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice, lapse of time, or both, would constitute a default) under the Loan and Security Agreement, dated as of August 15, 2022, by and between the Company and Kelvantis Lending Corp. (as amended from time to time), which conflict or default has been addressed and resolved by the written consent of Kelvantis Lending Corp. to the transactions contemplated by the Note Purchase Agreement and the Subordination Agreement, delivered to the Company on January 12, 2024; or (c) violate or conflict with any applicable federal, state, or local law, statute, rule, regulation, order, judgment, injunction, or decree applicable to the Company or any of its properties or assets.
SECTION 4: CLOSING MECHANICS
4.1 Final Closing. The Final Closing shall take place remotely via the exchange of documents and signatures on January 26, 2024, or at such other time and place as the Company and the Joining Purchaser may mutually agree in writing (the "Final Closing Date"). At or prior to the Final Closing, the Joining Purchaser shall wire transfer the aggregate purchase price of Ten Million Dollars ($10,000,000) in immediately available funds to the Escrow Account maintained by Granite Trust Company, N.A., Escrow Account No. 4401-7829-SBF, in accordance with the wire transfer instructions provided by the Company to the Joining Purchaser and set forth in the Escrow Agreement. The wire transfer shall be initiated in sufficient time to ensure that the full amount is received in the Escrow Account on or before 12:00 noon (Eastern Time) on the Final Closing Date. Upon satisfaction (or waiver by the applicable party) of all conditions to closing set forth in Section 6 of this Joinder Agreement and Section 2.3 of the Note Purchase Agreement, Granite Trust Company, N.A. (contact: Angela Petrov; principal office: 100 Summer Street, Boston, MA 02110; telephone: (617) 555-4200) shall disburse such funds, together with the Five Million Dollar ($5,000,000) remaining commitment from Beacon Hill Capital Partners, LLC, to the Company's designated operating account at Harborview Savings Bank (or its successor institution) in accordance with the joint written release instructions executed by the Company and the Lead Investor (as defined in the Note Purchase Agreement).
4.2 Delivery of Note. At the Final Closing, and subject to the satisfaction of the conditions to closing set forth herein, the Company shall deliver to the Joining Purchaser a duly executed original Convertible Promissory Note in the principal amount of Ten Million Dollars ($10,000,000), substantially in the form of the Convertible Promissory Note attached as Exhibit A to the Note Purchase Agreement, dated as of January 26, 2024, payable to the order of Northstar Innovation Fund II, L.P. (or its registered assigns), and bearing such other terms and conditions as are set forth in the Note Purchase Agreement and the form of Note. The Company shall deliver such Note to the Joining Purchaser (or its designated representative) by overnight courier or by electronic transmission of an executed PDF copy followed by delivery of the original within five (5) business days of the Final Closing Date.
4.3 Escrow Fee. The parties hereby acknowledge and agree that the flat escrow fee of Seven Thousand Five Hundred Dollars ($7,500) payable to Granite Trust Company, N.A. in its capacity as Escrow Agent under the Escrow Agreement was paid in full by the Company at the Initial Closing on January 15, 2024. No additional escrow fee or other compensation is due or payable to the Escrow Agent in connection with the Final Closing or the transactions contemplated by this Joinder Agreement.
SECTION 5: KEY NOTE TERMS (INCORPORATED BY REFERENCE)
For the avoidance of doubt and for reference purposes only, the parties hereby confirm that the Convertible Promissory Note to be issued to the Joining Purchaser at the Final Closing shall have the following terms and conditions, as more fully set forth in the Note Purchase Agreement and the form of Convertible Promissory Note attached as Exhibit A thereto:
Principal Amount: Ten Million Dollars ($10,000,000).
Interest Rate: Six percent (6.00%) per annum, computed as simple interest on the basis of a three hundred sixty-five (365) day year and the actual number of days elapsed, accruing from the date of issuance.
Maturity Date: January 15, 2026, being twenty-four (24) months from the date of the Initial Closing.
Automatic Conversion: Upon the closing of a Qualified Financing (defined in the Note Purchase Agreement as an equity financing of the Company in which the Company raises at least Eighty Million Dollars ($80,000,000) in new equity capital in connection with a Series D Preferred Stock financing or equivalent), the outstanding principal amount of the Note, together with all accrued and unpaid interest thereon, shall automatically convert into shares of the equity securities issued in such Qualified Financing at a conversion price per share equal to the lower of: (a) eighty percent (80%) of the price per share paid by the investors in the Qualified Financing (representing a twenty percent (20%) discount); or (b) the price per share implied by a pre-money valuation cap of Seven Hundred Fifty Million Dollars ($750,000,000) on a fully diluted basis (the "Valuation Cap"), which, based on approximately forty-eight million five hundred thousand (48,500,000) fully diluted shares outstanding on a pre-bridge basis as of the date of the Note Purchase Agreement, implies a price per share of approximately Fifteen Dollars and Forty-Six Cents ($15.46) per share (the "Cap Price").
Optional Conversion at Maturity: In the event that no Qualified Financing has occurred on or prior to the Maturity Date, the holder of the Note shall have the right, at its sole election, to either: (i) convert the outstanding principal amount of the Note, together with all accrued and unpaid interest thereon, into shares of the Company's capital stock at the Cap Price; or (ii) demand repayment of the outstanding principal amount of the Note, together with all accrued and unpaid interest thereon, in cash.
Change of Control: Upon the occurrence of a Change of Control (as defined in the Note Purchase Agreement), the holder of the Note shall be entitled to receive an amount equal to the greater of: (i) two times (2.0x) the outstanding principal amount of the Note, plus all accrued and unpaid interest thereon; or (ii) the amount that would be payable to the holder upon conversion of the Note at the Valuation Cap, determined as if such conversion occurred immediately prior to such Change of Control, and the holder received its pro rata share of the proceeds of such Change of Control.
Most Favored Nation (MFN): If, at any time while the Note remains outstanding, the Company issues any convertible promissory notes, Simple Agreements for Future Equity (SAFEs), or other convertible debt instruments on terms more favorable to the holders thereof than the terms of the Notes (including, without limitation, a lower valuation cap, a higher discount rate, or more favorable interest rate or maturity terms), the holder of the Note shall have the right, upon written notice to the Company, to amend the terms of the Note to incorporate such more favorable terms.
Subordination: The Notes, including the Northstar Note, are subordinated in right of payment to the Company's existing obligations under the Loan and Security Agreement, dated as of August 15, 2022, by and between the Company and Kelvantis Lending Corp., pursuant to which Kelvantis Lending Corp. has extended a venture debt facility to the Company in the aggregate principal amount of Fifteen Million Dollars ($15,000,000), maturing on August 15, 2025, all as more fully set forth in the Subordination Agreement.
The foregoing summary of the key terms of the Note is provided for convenience of reference only and is qualified in its entirety by the terms and conditions of the Note Purchase Agreement and the form of Convertible Promissory Note attached thereto.
SECTION 6: CONDITIONS TO CLOSING
6.1 Conditions to the Joining Purchaser's Obligation. The obligation of the Joining Purchaser to consummate the purchase of the Northstar Note at the Final Closing is subject to the satisfaction (or waiver by the Joining Purchaser) of each of the following conditions:
(a) Accuracy of Representations and Warranties. The representations and warranties of the Company set forth in the Note Purchase Agreement and in Section 3 of this Joinder Agreement shall be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the Final Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Final Closing Date (except for representations and warranties that expressly speak as of an earlier date, which shall be true and correct in all material respects as of such earlier date).
(b) Delivery of Note. The Company shall have duly executed and delivered to the Joining Purchaser the Northstar Note in the principal amount of Ten Million Dollars ($10,000,000), substantially in the form of Exhibit A to the Note Purchase Agreement, dated as of the Final Closing Date.
(c) Countersigned Joinder Agreement. The Joining Purchaser shall have received a fully executed counterpart of this Joinder Agreement, duly countersigned by the Company and acknowledged by each of the existing Purchasers.
(d) No Material Adverse Change. Since the date of the Note Purchase Agreement, no Material Adverse Effect (as defined in the Note Purchase Agreement) shall have occurred with respect to the Company, its business, assets, properties, financial condition, or results of operations, and no event, circumstance, or condition shall have occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.
(e) Officer's Certificate. The Company shall have delivered to the Joining Purchaser a certificate, dated as of the Final Closing Date, executed by an authorized officer of the Company (which may be the Chief Executive Officer or the Chief Financial Officer), certifying that: (i) the conditions set forth in Sections 6.1(a) and 6.1(d) have been satisfied; (ii) the representations and warranties of the Company set forth herein and in the Note Purchase Agreement are true and correct in all material respects as of the Final Closing Date; and (iii) all corporate approvals and consents required for the issuance and sale of the Northstar Note have been obtained.
6.2 Conditions to the Company's Obligation. The obligation of the Company to consummate the issuance and sale of the Northstar Note to the Joining Purchaser at the Final Closing is subject to the satisfaction (or waiver by the Company) of each of the following conditions:
(a) Accuracy of Representations and Warranties. The representations and warranties of the Joining Purchaser set forth in Section 2 of this Joinder Agreement shall be true and correct in all material respects as of the Final Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Final Closing Date.
(b) Receipt of Purchase Price. The Escrow Agent shall have received the full purchase price of Ten Million Dollars ($10,000,000) by wire transfer of immediately available funds to Escrow Account No. 4401-7829-SBF maintained at Granite Trust Company, N.A., in accordance with the wire transfer instructions provided by the Company.
(c) Execution and Delivery of Joinder Agreement. The Joining Purchaser shall have duly executed and delivered this Joinder Agreement to the Company.
SECTION 7: NOTICES
All notices, requests, demands, consents, waivers, and other communications under this Joinder Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, when sent by electronic mail (with confirmation of receipt), when sent by nationally recognized overnight courier service (with tracking confirmation), or when mailed by certified or registered mail, postage prepaid, return receipt requested, addressed as follows (or to such other address as any party may designate by written notice to the other parties in accordance with this Section 7):
If to the Joining Purchaser:
Northstar Innovation Fund II, L.P. 555 California Street, Suite 4100 San Francisco, CA 94104
Attention: Wei-Lin Chang, Managing Partner
Email: wchang@northstarinnovation.com
If to the Company:
Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801
Attention: Priya Ramanathan, General Counsel
Email: pramanathan@skybridgefintech.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022
Attention: Leonard Ashford
Email: lashford@calderwoodharkness.com
If to the Lead Investor:
Ridgeline Ventures Fund IV, L.P. 800 Boylston Street, 34th Floor Boston, MA 02199
Attention: Samuel Okonkwo
Email: sokonkwo@ridgelineventures.com
With a copy (which shall not constitute notice) to:
Whitfield, Pratt & Soo LLP One Federal Street, 26th Floor Boston, MA 02110
Attention: Graham Whitfield
Email: gwhitfield@whitfieldpratt.com
Notices to the other existing Purchasers shall be sent to the addresses set forth on the amended and restated Schedule of Purchasers attached hereto as Exhibit A.
SECTION 8: MISCELLANEOUS PROVISIONS
8.1 Governing Law. This Joinder Agreement and any dispute, claim, or controversy arising out of or relating to this Joinder Agreement or the breach, termination, enforcement, interpretation, or validity hereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be governed by and construed 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.
8.2 Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, the Superior Court of the State of Delaware), and (b) the United States District Court for the District of Delaware, in each case for the purpose of any action, suit, or proceeding arising out of or relating to this Joinder Agreement or the transactions contemplated hereby. Each of the parties hereto irrevocably waives, and agrees not to assert by way of motion, defense, 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 Joinder Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts.
8.3 Entire Agreement. This Joinder Agreement, together with the Note Purchase Agreement, the Notes, the Subordination Agreement, the Escrow Agreement, the Amendment No. 1 to Amended and Restated Investors' Rights Agreement, the Amendment No. 1 to Right of First Refusal and Co-Sale Agreement, and each of the other Transaction Documents (and all exhibits, schedules, and annexes thereto), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether written or oral, with respect to such subject matter.
8.4 Amendment; Waiver. No amendment, modification, supplement, or waiver of any provision of this Joinder Agreement shall be effective unless set forth in a written instrument duly executed by each of the parties hereto. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default, whether of the same or a different provision of this Joinder Agreement. 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.
8.5 Counterparts. This Joinder Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Joinder Agreement by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including signatures delivered via Brightwater Software, Ashford Health IT, or similar electronic signature platforms) shall be effective as delivery of a manually executed counterpart hereof, and any such electronically transmitted signature shall be deemed an original signature for all purposes.
8.6 Successors and Assigns. This Joinder Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No party may assign or transfer any of its rights or obligations under this Joinder Agreement without the prior written consent of each of the other parties hereto, except as otherwise provided in the Note Purchase Agreement with respect to permitted transfers of the Notes.
8.7 Severability. If any term, provision, covenant, or restriction of this Joinder Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Joinder Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Joinder Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.
8.8 Expenses. Except as otherwise expressly provided herein or in the Note Purchase Agreement, each party hereto shall bear and pay its own costs, fees, and expenses (including attorneys' fees, accountants' fees, and other professional fees and expenses) incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Joinder Agreement and the transactions contemplated hereby; provided, however, that the Company shall reimburse investor counsel, Whitfield, Pratt & Soo LLP, for reasonable and documented legal fees and out-of-pocket expenses incurred in connection with the negotiation, preparation, and execution of the Note Purchase Agreement, this Joinder Agreement, and the Transaction Documents, in an aggregate amount not to exceed One Hundred Twenty-Five Thousand Dollars ($125,000), as set forth in Section 9.8 of the Note Purchase Agreement.
8.9 Further Assurances. Each of the parties hereto agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, certificates, and agreements, and to take, or cause to be taken, such further actions, in each case as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Joinder Agreement and to carry out fully the transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first written above.
JOINING PURCHASER:.  
NORTHSTAR INNOVATION FUND II, L.P.
By: Northstar Innovation GP II, LLC, its General Partner
By: ________
Name: Wei-Lin Chang
Title: Managing Partner
Date: January 26, 2024
COMPANY (Acknowledged and Agreed):
SKYBRIDGE FINTECH LTD.
By: ________
Name: Arjun Mehta
Title: Chief Executive Officer
Date: January 26, 2024
EXISTING PURCHASERS (Acknowledged):
RIDGELINE VENTURES FUND IV, L.P.
By: Ridgeline Ventures Management IV, LLC, its General Partner
By: ________
Name: Samuel Okonkwo
Title: Partner
Date: January 26, 2024
BEACON HILL CAPITAL PARTNERS, LLC
By: ________
Name: Joanna Falkner
Title: Managing Director
Date: January 26, 2024
HALCYON GROWTH EQUITY, L.P.
By: Halcyon Growth Management, LLC, its General Partner
By: ________
Name: Robert "Rob" Castillo
Title: Partner
Date: January 26, 2024
EXHIBIT A
AMENDED AND RESTATED SCHEDULE OF PURCHASERS (As of January 26, 2024)
The following sets forth the amended and restated Schedule 1 to the Note Purchase Agreement, effective as of January 26, 2024, reflecting the addition of Northstar Innovation Fund II, L.P. as a Purchaser and the updated commitment and funding information for all Purchasers following the Final Closing:
Wire Transfer Instructions
Wire transfer instructions for each Purchaser are set forth below. All wire transfers shall be made in United States Dollars in immediately available funds.
Ridgeline Ventures Fund IV, L.P.
Bank Name: [To be provided under separate cover] ABA Routing Number: [To be provided under separate cover] Account Number: [To be provided under separate cover] Account Name: [To be provided under separate cover] Reference: Skybridge Fintech — NPA Joinder
Beacon Hill Capital Partners, LLC
Bank Name: [To be provided under separate cover] ABA Routing Number: [To be provided under separate cover] Account Number: [To be provided under separate cover] Account Name: [To be provided under separate cover] Reference: Skybridge Fintech — NPA Joinder
Northstar Innovation Fund II, L.P.
Bank Name: [To be provided under separate cover] ABA Routing Number: [To be provided under separate cover] Account Number: [To be provided under separate cover] Account Name: [To be provided under separate cover] Reference: Skybridge Fintech — NPA Joinder
Halcyon Growth Equity, L.P.
Bank Name: [To be provided under separate cover] ABA Routing Number: [To be provided under separate cover] Account Number: [To be provided under separate cover] Account Name: [To be provided under separate cover] Reference: Skybridge Fintech — NPA Joinder
Notice Addresses for Purchasers
Ridgeline Ventures Fund IV, L.P.
800 Boylston Street, 34th Floor Boston, MA 02199
Attention: Samuel Okonkwo
Email: sokonkwo@ridgelineventures.com
Beacon Hill Capital Partners, LLC
200 Clarendon Street, 52nd Floor Boston, MA 02116
Attention: Joanna Falkner, Managing Director
Email: jfalkner@beaconhillcap.com
Northstar Innovation Fund II, L.P.
555 California Street, Suite 4100 San Francisco, CA 94104
Attention: Wei-Lin Chang, Managing Partner
Email: wchang@northstarinnovation.com
Halcyon Growth Equity, L.P.
1345 Avenue of the Americas, 42nd Floor New York, NY 10105
Attention: Robert Castillo, Partner
Email: rcastillo@halcyongrowth.com
Purchaser | Commitment Amount | Percentage of Round | Closing(s)
Ridgeline Ventures Fund IV, L.P. | $30,000,000 | 50.00% | Initial Closing (January 15, 2024)
Beacon Hill Capital Partners, LLC | $15,000,000 | 25.00% | $10,000,000 — Initial Closing (January 15, 2024); $5,000,000 — Final Closing (January 26, 2024)
Northstar Innovation Fund II, L.P. | $10,000,000 | 16.67% | Final Closing (January 26, 2024)
Halcyon Growth Equity, L.P. | $5,000,000 | 8.33% | Initial Closing (January 15, 2024)
Total | $60,000,000 | 100.00%

JOINDER AGREEMENT

RECITALS

SECTION 1: JOINDER AND AGREEMENT

SECTION 2: REPRESENTATIONS AND WARRANTIES OF THE JOINING PURCHASER

SECTION 3: REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SECTION 4: CLOSING MECHANICS

SECTION 5: KEY NOTE TERMS (INCORPORATED BY REFERENCE)

SECTION 6: CONDITIONS TO CLOSING

SECTION 7: NOTICES

SECTION 8: MISCELLANEOUS PROVISIONS

JOINING PURCHASER:.

NORTHSTAR INNOVATION FUND II, L.P.

SKYBRIDGE FINTECH LTD.

RIDGELINE VENTURES FUND IV, L.P.

BEACON HILL CAPITAL PARTNERS, LLC

HALCYON GROWTH EQUITY, L.P.

EXHIBIT A

Record

Parties

Dates

Amounts