1009-00001 · Skybridge Fintech Ltd · Transaction Documents/Note

form-of-convertible-note-initial-draft.docx DOCUMENT Funds

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CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY

CONVERTIBLE PROMISSORY NOTE

EXHIBIT A TO NOTE PURCHASE AGREEMENT

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ANY ATTEMPT TO OFFER, SELL, TRANSFER, PLEDGE, OR HYPOTHECATE THIS NOTE IN VIOLATION OF THE FOREGOING SHALL BE VOID AND OF NO FORCE OR EFFECT.

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Skybridge Fintech Ltd., a Delaware corporation (the "Company"), having its principal office at 1400 Market Street, Suite 2200, Wilmington, DE 19801, hereby promises to pay to ______ (the "**Holder**"), or its registered assigns, the principal sum of $____ (the "Principal Amount"), together with accrued and unpaid interest thereon, subject to the terms and conditions set forth in this Convertible Promissory Note (this "Note").

This Note is one of a series of Convertible Promissory Notes (collectively, the "Notes") issued pursuant to that certain Note Purchase Agreement, dated as of January __, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Note Purchase Agreement"), by and among the Company and the purchasers listed on Schedule 1 thereto (collectively, the "Holders"). The aggregate principal amount of all Notes issued under the Note Purchase Agreement shall not exceed Sixty Million Dollars ($60,000,000). The Notes shall rank pari passu among themselves in all respects, including with respect to priority of payment and conversion rights.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note Purchase Agreement. In the event of any conflict between the terms of this Note and the terms of the Note Purchase Agreement with respect to the economic terms of the Notes, the terms of this Note shall control.

1. INTEREST

1.1 Interest Rate. This Note shall bear simple interest on the outstanding Principal Amount at a rate of six percent (6.00%) per annum (600 basis points), calculated on the basis of a 365-day year and the actual number of days elapsed from and including the date of issuance of this Note to but excluding the date on which the Principal Amount is converted or repaid in full. Interest shall not be compounded.

1.2 Accrual and Payment. Interest shall accrue from and including the date of issuance set forth above and shall continue to accrue until this Note is converted, repaid, or otherwise satisfied in full. Interest accruing on this Note shall not be payable in cash during the term of this Note. Instead, all accrued and unpaid interest shall be added to and become part of the outstanding balance of this Note for purposes of determining the aggregate amount subject to conversion pursuant to Section 4 or Section 5 hereof, or repayment at the Maturity Date or upon a Change of Control pursuant to Section 6 hereof. For the avoidance of doubt, assuming the full aggregate principal amount of Sixty Million Dollars ($60,000,000) is outstanding under all Notes issued pursuant to the Note Purchase Agreement, the annual interest accrual on such aggregate principal amount would be Three Million Six Hundred Thousand Dollars ($3,600,000).

1.3 Default Interest. [Note to Draft: Default interest rate to be negotiated. Placeholder for potential inclusion of a default interest rate provision in subsequent drafts.]

2. MATURITY

2.1 Maturity Date. The entire outstanding Principal Amount of this Note, together with all accrued and unpaid interest thereon, shall become due and payable on the date that is twenty-four (24) months from the date of issuance set forth above (the "Maturity Date"), which is anticipated to be January 15, 2026, unless this Note is earlier converted pursuant to Section 4 or Section 5 hereof, or earlier repaid or satisfied pursuant to Section 6 hereof.

2.2 Effect of Maturity. On the Maturity Date, all outstanding Principal Amount together with all accrued and unpaid interest thereon shall become due and payable in full, subject to the Holder's optional conversion election under Section 5 hereof. The occurrence of the Maturity Date shall not limit or impair any rights or remedies of the Holder arising under this Note by reason of any Event of Default that has occurred and is continuing.

3. PAYMENTS

3.1 Manner of Payment. All payments of principal and interest due under this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Holder shall designate in writing to the Company from time to time. The Company shall initiate any payment required hereunder no later than 12:00 p.m. (Eastern Time) on the date such payment is due.

3.2 No Prepayment. The Company shall not prepay all or any portion of the outstanding Principal Amount or accrued interest under this Note without the prior written consent of Holders holding a majority-in-interest of the aggregate outstanding principal amount of the Notes then outstanding (the "Requisite Holders"). Any prepayment made in violation of this Section 3.2 shall be void and of no force or effect.

3.3 Application of Payments. All payments received by the Holder from the Company in respect of this Note shall be applied first to any costs and expenses (including attorneys' fees) then due and payable to the Holder hereunder, second to all accrued and unpaid interest then outstanding, and third to the outstanding Principal Amount. Any excess after full repayment of the foregoing shall be returned to the Company.

3.4 Business Day Convention. If any payment of principal or interest under this Note becomes due on a day that is not a business day, such payment shall be made on the next succeeding business day, and such extension of time shall be included in the computation of interest payable hereunder. For purposes of this Note, "business day" means any day other than a Saturday, Sunday, or a day on which banking institutions in Wilmington, Delaware or New York, New York are authorized or obligated by law to remain closed.

4. AUTOMATIC CONVERSION UPON QUALIFIED FINANCING

4.1 Definition of Qualified Financing.

For purposes of this Note, "Qualified Financing" means the next bona fide equity financing of the Company (following the date of issuance of the Notes) in which the Company issues and sells shares of its Preferred Stock (the "Next Round Preferred Stock") in a single transaction or a series of related transactions, with aggregate gross proceeds to the Company (excluding any amounts received upon the conversion of the Notes or any other convertible securities of the Company then outstanding) of at least Eighty Million Dollars ($80,000,000). The parties acknowledge that the Company's planned Series D equity round is anticipated to occur in the third or fourth quarter of 2024, which round may constitute a Qualified Financing if the minimum gross proceeds threshold is satisfied.

4.2 Automatic Conversion Mechanics.

Upon the initial closing of a Qualified Financing, all outstanding principal and accrued and unpaid interest under this Note shall automatically convert, without any further action by or on behalf of the Holder, into shares of the Next Round Preferred Stock at the Conversion Price determined in accordance with Section 4.3 below. Such conversion shall be mandatory and automatic and shall occur concurrently with the initial closing of the Qualified Financing. Neither the Holder's consent to, nor any affirmative act by the Holder in connection with, such conversion shall be required as a condition to the effectiveness of the conversion, and such conversion shall be deemed to have occurred immediately prior to, and contingent upon, the initial closing of the Qualified Financing.

4.3 Conversion Price.

(a) Determination of Shares. The number of shares of Next Round Preferred Stock issuable to the Holder upon conversion of this Note pursuant to this Section 4 shall be determined by dividing:

(x) the sum of the outstanding Principal Amount plus all accrued and unpaid interest on this Note as of the date of conversion (the "Conversion Amount"),

(y) the Conversion Price (as defined below).

(b) Conversion Price Defined. The "Conversion Price" shall mean the lower of:

(i) the discount Price, which shall be equal to eighty percent (80%) of the price per share of Next Round Preferred Stock paid by the investors purchasing shares in the Qualified Financing (i.e., a twenty percent (20%) discount to the Series D price per share, or such other series of Preferred Stock issued in the Qualified Financing); or

(ii) the Cap Price, which shall be the price per share of Next Round Preferred Stock obtained by dividing (A) the Valuation Cap by (B) the Fully Diluted Capitalization (as defined in Section 4.4 below) of the Company determined immediately prior to the closing of the Qualified Financing.

(c) Valuation Cap. The "Valuation Cap" shall be Seven Hundred Fifty Million Dollars ($750,000,000) (on a pre-money basis).

(d) Illustrative Calculation. For illustrative purposes only, based on the Company's pre-bridge Fully Diluted Capitalization of approximately 48,500,000 shares, the Cap Price would be calculated as follows: $750,000,000 ÷ 48,500,000 = approximately $15.46 per share. The Holder acknowledges and agrees that the Company's actual Fully Diluted Capitalization shall be determined as of immediately prior to the closing of the Qualified Financing in accordance with Section 4.4, and may differ materially from the illustrative capitalization figure set forth in this Section 4.3(d), which is provided solely for reference purposes.

4.4 Fully Diluted Capitalization.

For purposes of this Note, "Fully Diluted Capitalization" means, as of any date of determination, the total number of shares of the Company's capital stock (including Common Stock and all series of Preferred Stock, on an as-converted-to-Common-Stock basis) then outstanding, calculated assuming:

(i) the conversion or exercise of all outstanding options, warrants, and other convertible or exercisable securities of the Company (whether or not then vested, exercisable, or subject to any conditions to vesting or exercise);

(ii) the issuance of all shares of Common Stock reserved and available for future grant or issuance under the Company's equity incentive plans, stock purchase plans, or similar arrangements (including any shares reserved but not yet allocated or subject to outstanding awards); but

(iii) excluding any shares of capital stock issuable upon conversion of the Notes or any other convertible promissory notes, simple agreements for future equity ("SAFEs"), or similar convertible instruments issued by the Company on or after the date hereof.

As of the date of the Note Purchase Agreement, the Company's pre-bridge Fully Diluted Capitalization is approximately 48,500,000 shares. The Company shall provide the Holder with a capitalization table, certified by the Company's Chief Financial Officer, promptly following any request by the Holder and in any event not less than five (5) business days prior to the closing of any Qualified Financing or any other conversion event under this Note.

4.5 Delivery of Shares; Cancellation of Note.

(a) Share Delivery. Upon conversion of this Note pursuant to this Section 4, the Company shall as promptly as practicable (and in any event within ten (10) business days following the date of conversion) deliver to the Holder a certificate or book-entry statement issued in the name of the Holder (or its designee) representing the number of shares of Next Round Preferred Stock issuable upon such conversion, duly authorized, validly issued, fully paid, and nonassessable. Upon issuance of such shares, this Note shall be deemed cancelled and extinguished in full, and the Holder shall surrender this Note to the Company for cancellation.

(b) Joinder Obligations. In connection with any conversion of this Note upon a Qualified Financing, the Holder shall execute and deliver such documents, instruments, and agreements as the Company may reasonably request, including without limitation a joinder or counterpart signature page to the definitive agreements for the Qualified Financing (including any investors' rights agreement, right of first refusal and co-sale agreement, voting agreement, or similar agreements), in each case on the same terms and conditions as the other investors in the Qualified Financing; provided, however, that in no event shall the Holder be required to make any representations or warranties other than customary representations as to the Holder's authority, ownership of the Note, and investment intent.

(c) Fractional Shares. No fractional shares of Next Round Preferred Stock shall be issued upon conversion of this Note. If the conversion of this Note would otherwise result in the issuance of a fractional share, the number of shares issuable to the Holder shall be rounded down to the nearest whole share, and the Company shall pay the Holder, in cash, an amount equal to such fractional share multiplied by the applicable Conversion Price.

5. OPTIONAL CONVERSION AT MATURITY

5.1 Holder Election at Maturity.

If no Qualified Financing has occurred on or before the Maturity Date, then at the Maturity Date, each Holder shall have the right, exercisable in its sole and absolute discretion, to elect either:

(a) Conversion. To convert all (but not less than all) outstanding Principal Amount and accrued and unpaid interest under this Note into shares of the Company's capital stock at the Cap Price (i.e., the price per share determined by dividing the Valuation Cap of Seven Hundred Fifty Million Dollars ($750,000,000) by the Fully Diluted Capitalization of the Company as of the Maturity Date); or

(b) Repayment. To demand repayment by the Company of all outstanding Principal Amount plus all accrued and unpaid interest thereon in cash, payable in full on the Maturity Date.

5.2 Election Notice.

The Holder must deliver written notice to the Company of its election under Section 5.1 (the "Election Notice") not less than fifteen (15) days prior to the Maturity Date. The Election Notice shall specify whether the Holder elects conversion pursuant to Section 5.1(a) or repayment pursuant to Section 5.1(b). If the Company does not receive an Election Notice from the Holder by the date that is fifteen (15) days prior to the Maturity Date, the Holder shall be deemed to have elected repayment in cash on the Maturity Date pursuant to Section 5.1(b), and the full outstanding Principal Amount together with all accrued and unpaid interest shall become due and payable in cash on the Maturity Date without any further action by the Holder.

5.3 Stock Issuance upon Maturity Conversion.

If the Holder elects conversion under Section 5.1(a), the Company shall issue to the Holder shares of the most senior series of Preferred Stock of the Company then authorized and outstanding (or, if no series of Preferred Stock is then authorized and outstanding, shares of Common Stock of the Company) at the Cap Price. The shares of capital stock issued to the Holder upon a maturity conversion shall have the same rights, preferences, privileges, and restrictions as the most recently issued series of Preferred Stock of the Company, as set forth in the Company's then-current certificate of incorporation (as may be amended and restated). The Company shall deliver to the Holder a certificate or book-entry statement representing such shares as promptly as practicable following the Maturity Date, and in any event within ten (10) business days thereafter. Upon issuance of such shares, this Note shall be deemed cancelled and extinguished in full.

6. CHANGE OF CONTROL

6.1 Definition of Change of Control.

For purposes of this Note, "Change of Control" means the occurrence of any of the following events:

(i) a merger, consolidation, recapitalization, or other reorganization of the Company (whether or not the Company is the surviving entity) in which the stockholders of the Company immediately prior to such transaction hold, immediately following the consummation of such transaction, less than fifty percent (50%) of the total voting power of the outstanding capital stock of the surviving or resulting entity (or its parent entity);

(ii) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company, in a single transaction or a series of related transactions; or

(iii) a sale, transfer, or issuance (or series of related sales, transfers, or issuances) of shares of the Company's capital stock resulting in any person or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) acquiring beneficial ownership of more than fifty percent (50%) of the outstanding voting power of the Company.

6.2 Change of Control Payment.

Upon the occurrence of a Change of Control prior to the conversion of this Note pursuant to Section 4 or Section 5 hereof, the Holder shall be entitled to receive, at the Holder's election (which election shall be made in writing and delivered to the Company in accordance with Section 6.3), the greater of:

(i) two times (2.0x) the sum of the outstanding Principal Amount plus all accrued and unpaid interest on this Note as of the date of such Change of Control (the "Multiple Payment Amount"); or

(ii) the amount that the Holder would have received if, immediately prior to the consummation of such Change of Control, the outstanding Principal Amount plus all accrued and unpaid interest under this Note had been converted into shares of the Company's capital stock at the Cap Price (i.e., based on the Valuation Cap of Seven Hundred Fifty Million Dollars ($750,000,000) divided by the Fully Diluted Capitalization as of immediately prior to such Change of Control), and such shares had participated in the distribution of Change of Control proceeds to the Company's stockholders in accordance with the Company's certificate of incorporation and the definitive agreements governing the Change of Control transaction (the "As-Converted Payment Amount").

For the avoidance of doubt, the Holder is entitled to receive the greater of clause (i) and clause (ii) above, but not both. For illustrative purposes only, assuming the full aggregate principal amount of Sixty Million Dollars ($60,000,000) is outstanding under all Notes (without giving effect to accrued interest), the aggregate Multiple Payment Amount payable to all Holders under clause (i) above would be One Hundred Twenty Million Dollars ($120,000,000) (i.e., 2.0 × $60,000,000), if the Multiple Payment Amount exceeds the As-Converted Payment Amount.

6.3 Notice of Change of Control.

The Company shall provide each Holder with written notice of any proposed Change of Control (the "Change of Control Notice") not less than fifteen (15) days prior to the anticipated closing date of such Change of Control transaction. The Change of Control Notice shall describe in reasonable detail the material terms and conditions of the proposed Change of Control transaction, including the identity of the acquiror or counterparty, the form and amount of consideration to be received by the Company's stockholders, the anticipated closing date, and any material conditions to closing. Each Holder shall notify the Company in writing of its election under Section 6.2 within ten (10) days following receipt of the Change of Control Notice.

6.4 Payment Mechanics.

The Change of Control payment to which the Holder is entitled under Section 6.2 shall be made concurrently with, and contingent upon, the consummation of the Change of Control transaction. At the Holder's election, such payment shall be made either (a) in cash by wire transfer of immediately available funds to an account designated in writing by the Holder, or (b) in the same form of consideration received by the Company's stockholders in the Change of Control transaction (or, if the Company's stockholders receive a combination of cash and non-cash consideration, a proportionate combination thereof). Upon receipt of the full Change of Control payment, this Note shall be deemed cancelled and extinguished in full, and the Holder shall surrender this Note to the Company for cancellation.

7. MOST FAVORED NATION

7.1 MFN Right. If, at any time after the date of this Note and prior to the earlier of (a) the conversion of this Note in full pursuant to Section 4 or Section 5, or (b) the Maturity Date, the Company issues any convertible promissory notes, simple agreements for future equity ("SAFEs"), or other convertible debt instruments (each, a "Subsequent Convertible Instrument") on terms that are, taken as a whole, more favorable to the holders thereof than the terms of this Note (as reasonably determined by the Holder), then upon written request by the Holder delivered to the Company within thirty (30) days after the Holder receives notice of the issuance of any such Subsequent Convertible Instrument, the Company shall promptly (and in any event within fifteen (15) days following receipt of such request) amend this Note to incorporate such more favorable terms.

7.2 Scope of Adjustments. Without limiting the generality of Section 7.1, more favorable terms that may be incorporated into this Note pursuant to this Section 7 may include, without limitation, a lower valuation cap, a higher conversion discount, a higher interest rate, a longer maturity date, more favorable change of control provisions (including a higher multiple), more favorable automatic or optional conversion mechanics, or any other economic or structural term that is more favorable to the holder of the Subsequent Convertible Instrument than the corresponding term of this Note.

7.3 Company Notice. The Company shall provide written notice to each Holder of the issuance of any Subsequent Convertible Instrument within five (5) business days following such issuance, together with a summary of the material terms thereof. The failure of the Company to provide such notice shall not limit or waive the Holder's rights under this Section 7, and the thirty (30) day period described in Section 7.1 shall not commence until the Holder has received actual notice of the issuance and material terms of such Subsequent Convertible Instrument.

8. SUBORDINATION

8.1 Subordination to Senior Indebtedness.

The Holder acknowledges and agrees that the indebtedness evidenced by this Note (including all principal, accrued interest, and any other amounts payable hereunder) is and shall be subordinated in right of payment, to the extent and in the manner set forth in this Section 8 and in the Subordination Agreement (as defined below), to all obligations of the Company (whether now existing or hereafter arising) under or in connection with that certain Loan and Security Agreement, dated as of August 15, 2022, by and between Kelvantis Lending Corp. ("Kelvantis") and the Company, as the same may be amended, restated, supplemented, refinanced, or otherwise modified from time to time (collectively, the "Senior Indebtedness"). As of the date of this Note, the outstanding Senior Indebtedness consists of a Fifteen Million Dollar ($15,000,000) venture debt facility extended by Kelvantis to the Company, which is scheduled to mature on August 15, 2025. No payment of principal or interest on this Note shall be made, and no other amounts shall become payable hereunder, if and to the extent that such payment would violate or be inconsistent with the terms and conditions of the Subordination Agreement.

8.2 Subordination Agreement.

The subordination of this Note is further governed by the terms of a separate Subordination Agreement to be entered into by and among Kelvantis, the Holders (including the Holder of this Note), and the Company, dated as of the date of the Note Purchase Agreement (the "Subordination Agreement"). The terms and conditions of the Subordination Agreement are incorporated herein by this reference as though set forth in full herein. In the event of any conflict or inconsistency between the provisions of this Note and the provisions of the Subordination Agreement with respect to the priority, timing, or manner of payments under this Note, the terms and conditions of the Subordination Agreement shall govern and control.

8.3 No Impairment of Subordination.

No amendment, modification, supplement, restatement, or waiver of any provision of this Note (including this Section 8) shall be effective to the extent that such amendment, modification, supplement, restatement, or waiver would impair, diminish, or otherwise adversely affect the subordination of this Note to the Senior Indebtedness as contemplated by this Section 8 and the Subordination Agreement, unless such amendment, modification, supplement, restatement, or waiver has been consented to in writing by Kelvantis (or its successors and assigns under the Loan and Security Agreement).

9. EVENTS OF DEFAULT

9.1 Events of Default Defined.

Each of the following events shall constitute an "Event of Default" under this Note:

(a) Payment Default. The Company's failure to pay any amount of principal or interest due under this Note within five (5) business days after the date on which such payment is due and payable;

(b) Breach of Representations or Covenants. A material breach by the Company of any representation, warranty, covenant, or other obligation of the Company contained in the Note Purchase Agreement that remains uncured for a period of thirty (30) days after written notice thereof is delivered by the Requisite Holders to the Company specifying in reasonable detail the nature of such breach;

(c) Bankruptcy or Insolvency. (i) The Company voluntarily commences any proceeding or files any petition under any federal or state bankruptcy, insolvency, receivership, reorganization, arrangement, readjustment of debt, dissolution, liquidation, or similar law now or hereafter in effect; (ii) the Company consents to the institution of, or fails to contest in a timely and appropriate manner, any such proceeding or the filing of any such petition; (iii) the Company applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator, or similar official for the Company or for a substantial part of the Company's property or assets; (iv) the Company makes a general assignment for the benefit of creditors; or (v) any involuntary proceeding or petition is filed against the Company under any such law and such proceeding or petition is not dismissed within sixty (60) days after the filing thereof;

(d) Judgments. The entry of one or more final judgments, decrees, or orders against the Company in an aggregate amount in excess of One Million Dollars ($1,000,000) (exclusive of any amounts covered by insurance or indemnification), which judgments, decrees, or orders remain unsatisfied, unvacated, and unstayed for a period of sixty (60) consecutive days after the entry thereof; or

(e) Acceleration of Senior Indebtedness. The acceleration of any obligations of the Company under the Senior Indebtedness, or the occurrence of any event of default (as defined in the Loan and Security Agreement with Kelvantis, as amended from time to time) under the Loan and Security Agreement that has resulted in such acceleration.

9.2 Remedies Upon Event of Default.

(a) Acceleration. Upon the occurrence and during the continuance of any Event of Default, the Requisite Holders may, by written notice to the Company, declare all outstanding Principal Amount and all accrued and unpaid interest under this Note and all other Notes then outstanding to be immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Company; provided, however, that upon the occurrence of any Event of Default described in Section 9.1(c), all outstanding Principal Amount and accrued and unpaid interest shall automatically become immediately due and payable without any notice or action by any Holder.

(b) Subordination. Notwithstanding anything to the contrary in this Section 9, all rights and remedies of the Holders upon an Event of Default shall be subject to, and limited by, the subordination provisions set forth in Section 8 of this Note and the Subordination Agreement. No Holder shall take any enforcement action, commence any proceeding, or exercise any remedy with respect to this Note in contravention of the Subordination Agreement.

(c) Cumulative Remedies. The rights and remedies of the Holders under this Section 9 are cumulative and are not exclusive of any other rights or remedies available to the Holders at law, in equity, or otherwise. No single or partial exercise of any right or remedy by any Holder shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

10. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The representations and warranties of the Company are set forth in Article 3 of the Note Purchase Agreement and are incorporated herein by this reference as though set forth in full herein. The Company hereby reaffirms each such representation and warranty as of the date of issuance of this Note.

11. COVENANTS OF THE COMPANY

The Company hereby covenants and agrees that, from the date of this Note until the earlier of (x) the conversion of all Notes then outstanding in full pursuant to Section 4 or Section 5 hereof or (y) the Maturity Date (or, if later, the date on which all amounts owing under the Notes have been paid or satisfied in full):

(a) Corporate Existence. The Company shall maintain its corporate existence and good standing under the laws of the State of Delaware, and shall maintain all licenses, permits, and authorizations necessary for the conduct of its business as currently conducted.

(b) Limitation on Indebtedness. The Company shall not create, incur, assume, or guarantee, or permit any subsidiary to create, incur, assume, or guarantee, any additional indebtedness for borrowed money (other than (i) trade payables and accrued expenses incurred in the ordinary course of business, (ii) the Senior Indebtedness, (iii) equipment financing or capital lease obligations not exceeding Two Million Dollars ($2,000,000) in the aggregate, and (iv) intercompany indebtedness among the Company and its wholly owned subsidiaries), without the prior written consent of the Requisite Holders.

(c) Restriction on Dividends and Distributions. The Company shall not declare, set aside, or pay any dividend or make any distribution (whether in cash, securities, or other property) on or with respect to any shares of its capital stock, or purchase, redeem, or otherwise acquire for value any shares of its capital stock, in each case, without the prior written consent of the Requisite Holders.

(d) Notice of Events of Default. The Company shall promptly (and in any event within three (3) business days) notify each Holder in writing of the occurrence of any Event of Default or any event, condition, or circumstance that, with the giving of notice, the passage of time, or both, would constitute an Event of Default, together with a description in reasonable detail of such event, condition, or circumstance and the actions the Company has taken or proposes to take with respect thereto.

(e) Use of Proceeds. The Company shall use the proceeds of the Notes solely for general corporate purposes, working capital, and product development, and shall not use any portion of such proceeds for (i) the repayment or prepayment of any indebtedness of the Company (other than trade payables and accounts payable in the ordinary course of business), (ii) the payment of dividends or other distributions to stockholders, or (iii) loans or advances to any officer, director, employee, or affiliate of the Company (other than ordinary course employee advances not exceeding $25,000 individually or $100,000 in the aggregate).

12. TRANSFER RESTRICTIONS

12.1 Restrictions on Transfer. This Note may not be offered, sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of (each, a "Transfer") without the prior written consent of the Company, which consent may be withheld in the Company's sole discretion, except that the Holder may, without the Company's consent, Transfer this Note to an affiliate of the Holder (as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act")); provided that any such affiliate transferee agrees in writing to be bound by all the terms and conditions of this Note and the Note Purchase Agreement. Any Transfer made in violation of this Section 12 shall be void and of no force or effect.

12.2 Legends. Each Note and each certificate or book-entry statement representing shares of capital stock issued upon conversion of this Note shall bear the following restrictive legend (or a legend substantially similar thereto), together with any other legend required by applicable law or the Company's organizational documents:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND SUBJECT TO THE RESTRICTIONS SET FORTH IN THE NOTE PURCHASE AGREEMENT AND ANY APPLICABLE INVESTORS' RIGHTS AGREEMENT."

12.3 Compliance with Securities Laws. Any Transfer of this Note must be made in compliance with all applicable federal and state securities laws, including the Securities Act and the rules and regulations promulgated thereunder. In connection with any proposed Transfer, the Company may require, as a condition to the registration of such Transfer on the books of the Company, that the Holder provide the Company with an opinion of counsel reasonably satisfactory to the Company (in form, substance, and from counsel reasonably acceptable to the Company) to the effect that such Transfer may be effected without registration under the Securities Act and applicable state securities laws.

13. AMENDMENT AND WAIVER

13.1 Amendment. Any provision of this Note may be amended, modified, or supplemented only by a written instrument signed by the Company and the Requisite Holders (Holders holding a majority-in-interest of the aggregate outstanding principal amount of all Notes then outstanding). Any such amendment, modification, or supplement shall be binding upon the Company and all Holders of the Notes, regardless of whether any particular Holder has consented thereto.

13.2 Waiver. Any provision of this Note may be waived only by a written instrument signed by the party against whom enforcement of the waiver is sought. Any waiver by the Requisite Holders shall be binding upon all Holders of the Notes. No failure or delay on the part of any Holder in exercising any right, power, or remedy under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

13.3 Subordination Protection. Notwithstanding anything to the contrary in this Section 13, no amendment, modification, supplement, or waiver of any provision of Section 8 (Subordination) of this Note shall be effective unless consented to in writing by Kelvantis Lending Corp. (or its successors and assigns under the Loan and Security Agreement).

14. GOVERNING LAW

This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws 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.

15. JURISDICTION AND VENUE

15.1 Exclusive Jurisdiction. Each of the Company and the Holder hereby irrevocably and unconditionally submits, for itself and its property, 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), or, if subject-matter jurisdiction over such matter is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Note, the Note Purchase Agreement, or the transactions contemplated hereby or thereby, and each of the Company and the Holder hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding may be heard and determined in such courts.

15.2 Consent to Jurisdiction and Venue. Each of the Company and the Holder hereby irrevocably and unconditionally (a) consents to personal jurisdiction and venue in such courts, (b) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Note in any such court, and (c) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.

15.3 Service of Process. Each of the Company and the Holder irrevocably consents to service of process in the manner provided for notices in Section 17 of this Note. Nothing in this Section 15 shall affect the right of any party to serve process in any other manner permitted by applicable law.

16. WAIVER OF JURY TRIAL

EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE, THE NOTE PURCHASE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE COMPANY AND THE HOLDER CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

17. NOTICES

All notices, demands, requests, consents, approvals, and other communications required or permitted under this Note shall be in writing and shall be delivered to the applicable party at the addresses set forth below (or at such other address as such party may designate by written notice to the other party in accordance with this Section 17):

If to the Company:

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

Attention: General Counsel (Priya Ramanathan)

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 Holder:

At the address set forth opposite the Holder's name on the Schedule of Purchasers attached to the Note Purchase Agreement

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@whitfieldprattsoo.com

Any notice delivered in accordance with this Section 17 shall be deemed to have been received and shall be effective (a) if delivered by hand, electronic mail, or facsimile, upon actual delivery, (b) if delivered by a nationally recognized overnight courier service (with next-business-day delivery requested), on the next business day following deposit with such courier, or (c) if deposited in the United States mail, certified or registered, return receipt requested, postage prepaid, on the third (3rd) business day following the date of deposit.

18. SUCCESSORS AND ASSIGNS

Subject to the transfer restrictions set forth in Section 12 hereof, this Note shall be binding upon and inure to the benefit of the Company and the Holder and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither the Company nor the Holder may assign this Note or any rights or obligations hereunder without compliance with Section 12 and the other applicable provisions of this Note and the Note Purchase Agreement.

19. SEVERABILITY

If any provision of this Note, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and the remaining provisions of this Note shall remain in full force and effect and shall be enforceable in accordance with their terms. To the extent permitted by applicable law, each of the Company and the Holder hereby waives any provision of law that renders any provision of this Note invalid, illegal, or unenforceable in any respect.

20. ENTIRE AGREEMENT

This Note, together with the Note Purchase Agreement and the other documents and instruments executed and delivered in connection therewith (including the Subordination Agreement), constitutes the entire agreement between the Company and the Holder with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether written or oral) of the Company and the Holder relating to such subject matter. No provision of this Note is intended to confer upon any person or entity other than the Company, the Holder, and their respective successors and permitted assigns any rights or remedies hereunder.

21. NO STOCKHOLDER RIGHTS

Nothing contained in this Note shall be construed as conferring upon the Holder, prior to the conversion of this Note into shares of the Company's capital stock in accordance with the terms hereof, any rights as a stockholder of the Company, including without limitation any right to vote on any matter submitted to a vote of stockholders, to receive dividends or other distributions, to exercise any preemptive right, or to receive notice of any meeting of stockholders or of any other proceedings of the Company. Prior to conversion, the Holder shall have only the rights of a creditor of the Company as expressly set forth herein and in the Note Purchase Agreement.

22. LOST OR DESTROYED NOTE

Upon receipt by the Company of (a) evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Note, and (b) in the case of loss, theft, or destruction, an indemnity agreement or bond in form and substance reasonably satisfactory to the Company (or, in the case of mutilation, the surrender and cancellation of the mutilated Note), the Company shall execute and deliver to the Holder a new promissory note of like tenor and date, in replacement of this Note, representing the same rights as evidenced by this Note.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Convertible Promissory Note to be duly executed and delivered by its authorized officer as of the date first written above.

SKYBRIDGE FINTECH LTD.

By: ________

Name: Arjun Mehta

Title: Chief Executive Officer

By: ________

Name: David Lindstrom

Title: Chief Financial Officer

AGREED AND ACKNOWLEDGED:

HOLDER:

________________________________________

[Print Name of Holder]

By: ________

Name:

Title:

Address:

Principal Amount of This Note: $__

EXHIBIT A TO NOTE PURCHASE AGREEMENT

Draft — December 11, 2023

Calderwood & Harkness LLP — Matter No. 1009-00001 Prepared by: Leonard Ashford (Of Counsel) and Nina Reyes (Senior Associate) Emerging Companies & Venture Capital Practice Group

Principal Amount: $____

Date of Issuance: January __, 2024

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY
CONVERTIBLE PROMISSORY NOTE
EXHIBIT A TO NOTE PURCHASE AGREEMENT
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ANY ATTEMPT TO OFFER, SELL, TRANSFER, PLEDGE, OR HYPOTHECATE THIS NOTE IN VIOLATION OF THE FOREGOING SHALL BE VOID AND OF NO FORCE OR EFFECT.
CONVERTIBLE PROMISSORY NOTE
FOR VALUE RECEIVED, Skybridge Fintech Ltd., a Delaware corporation (the "Company"), having its principal office at 1400 Market Street, Suite 2200, Wilmington, DE 19801, hereby promises to pay to ______ (the "**Holder**"), or its registered assigns, the principal sum of $____ (the "Principal Amount"), together with accrued and unpaid interest thereon, subject to the terms and conditions set forth in this Convertible Promissory Note (this "Note").
This Note is one of a series of Convertible Promissory Notes (collectively, the "Notes") issued pursuant to that certain Note Purchase Agreement, dated as of January __, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Note Purchase Agreement"), by and among the Company and the purchasers listed on Schedule 1 thereto (collectively, the "Holders"). The aggregate principal amount of all Notes issued under the Note Purchase Agreement shall not exceed Sixty Million Dollars ($60,000,000). The Notes shall rank pari passu among themselves in all respects, including with respect to priority of payment and conversion rights.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note Purchase Agreement. In the event of any conflict between the terms of this Note and the terms of the Note Purchase Agreement with respect to the economic terms of the Notes, the terms of this Note shall control.
1. INTEREST
1.1 Interest Rate. This Note shall bear simple interest on the outstanding Principal Amount at a rate of six percent (6.00%) per annum (600 basis points), calculated on the basis of a 365-day year and the actual number of days elapsed from and including the date of issuance of this Note to but excluding the date on which the Principal Amount is converted or repaid in full. Interest shall not be compounded.
1.2 Accrual and Payment. Interest shall accrue from and including the date of issuance set forth above and shall continue to accrue until this Note is converted, repaid, or otherwise satisfied in full. Interest accruing on this Note shall not be payable in cash during the term of this Note. Instead, all accrued and unpaid interest shall be added to and become part of the outstanding balance of this Note for purposes of determining the aggregate amount subject to conversion pursuant to Section 4 or Section 5 hereof, or repayment at the Maturity Date or upon a Change of Control pursuant to Section 6 hereof. For the avoidance of doubt, assuming the full aggregate principal amount of Sixty Million Dollars ($60,000,000) is outstanding under all Notes issued pursuant to the Note Purchase Agreement, the annual interest accrual on such aggregate principal amount would be Three Million Six Hundred Thousand Dollars ($3,600,000).
1.3 Default Interest. [Note to Draft: Default interest rate to be negotiated. Placeholder for potential inclusion of a default interest rate provision in subsequent drafts.]
2. MATURITY
2.1 Maturity Date. The entire outstanding Principal Amount of this Note, together with all accrued and unpaid interest thereon, shall become due and payable on the date that is twenty-four (24) months from the date of issuance set forth above (the "Maturity Date"), which is anticipated to be January 15, 2026, unless this Note is earlier converted pursuant to Section 4 or Section 5 hereof, or earlier repaid or satisfied pursuant to Section 6 hereof.
2.2 Effect of Maturity. On the Maturity Date, all outstanding Principal Amount together with all accrued and unpaid interest thereon shall become due and payable in full, subject to the Holder's optional conversion election under Section 5 hereof. The occurrence of the Maturity Date shall not limit or impair any rights or remedies of the Holder arising under this Note by reason of any Event of Default that has occurred and is continuing.
3. PAYMENTS
3.1 Manner of Payment. All payments of principal and interest due under this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Holder shall designate in writing to the Company from time to time. The Company shall initiate any payment required hereunder no later than 12:00 p.m. (Eastern Time) on the date such payment is due.
3.2 No Prepayment. The Company shall not prepay all or any portion of the outstanding Principal Amount or accrued interest under this Note without the prior written consent of Holders holding a majority-in-interest of the aggregate outstanding principal amount of the Notes then outstanding (the "Requisite Holders"). Any prepayment made in violation of this Section 3.2 shall be void and of no force or effect.
3.3 Application of Payments. All payments received by the Holder from the Company in respect of this Note shall be applied first to any costs and expenses (including attorneys' fees) then due and payable to the Holder hereunder, second to all accrued and unpaid interest then outstanding, and third to the outstanding Principal Amount. Any excess after full repayment of the foregoing shall be returned to the Company.
3.4 Business Day Convention. If any payment of principal or interest under this Note becomes due on a day that is not a business day, such payment shall be made on the next succeeding business day, and such extension of time shall be included in the computation of interest payable hereunder. For purposes of this Note, "business day" means any day other than a Saturday, Sunday, or a day on which banking institutions in Wilmington, Delaware or New York, New York are authorized or obligated by law to remain closed.
4. AUTOMATIC CONVERSION UPON QUALIFIED FINANCING
4.1 Definition of Qualified Financing.
For purposes of this Note, "Qualified Financing" means the next bona fide equity financing of the Company (following the date of issuance of the Notes) in which the Company issues and sells shares of its Preferred Stock (the "Next Round Preferred Stock") in a single transaction or a series of related transactions, with aggregate gross proceeds to the Company (excluding any amounts received upon the conversion of the Notes or any other convertible securities of the Company then outstanding) of at least Eighty Million Dollars ($80,000,000). The parties acknowledge that the Company's planned Series D equity round is anticipated to occur in the third or fourth quarter of 2024, which round may constitute a Qualified Financing if the minimum gross proceeds threshold is satisfied.
4.2 Automatic Conversion Mechanics.
Upon the initial closing of a Qualified Financing, all outstanding principal and accrued and unpaid interest under this Note shall automatically convert, without any further action by or on behalf of the Holder, into shares of the Next Round Preferred Stock at the Conversion Price determined in accordance with Section 4.3 below. Such conversion shall be mandatory and automatic and shall occur concurrently with the initial closing of the Qualified Financing. Neither the Holder's consent to, nor any affirmative act by the Holder in connection with, such conversion shall be required as a condition to the effectiveness of the conversion, and such conversion shall be deemed to have occurred immediately prior to, and contingent upon, the initial closing of the Qualified Financing.
4.3 Conversion Price.
(a) Determination of Shares. The number of shares of Next Round Preferred Stock issuable to the Holder upon conversion of this Note pursuant to this Section 4 shall be determined by dividing:
(x) the sum of the outstanding Principal Amount plus all accrued and unpaid interest on this Note as of the date of conversion (the "Conversion Amount"),
by
(y) the Conversion Price (as defined below).
(b) Conversion Price Defined. The "Conversion Price" shall mean the lower of:
(i) the discount Price, which shall be equal to eighty percent (80%) of the price per share of Next Round Preferred Stock paid by the investors purchasing shares in the Qualified Financing (i.e., a twenty percent (20%) discount to the Series D price per share, or such other series of Preferred Stock issued in the Qualified Financing); or
(ii) the Cap Price, which shall be the price per share of Next Round Preferred Stock obtained by dividing (A) the Valuation Cap by (B) the Fully Diluted Capitalization (as defined in Section 4.4 below) of the Company determined immediately prior to the closing of the Qualified Financing.
(c) Valuation Cap. The "Valuation Cap" shall be Seven Hundred Fifty Million Dollars ($750,000,000) (on a pre-money basis).
(d) Illustrative Calculation. For illustrative purposes only, based on the Company's pre-bridge Fully Diluted Capitalization of approximately 48,500,000 shares, the Cap Price would be calculated as follows: $750,000,000 ÷ 48,500,000 = approximately $15.46 per share. The Holder acknowledges and agrees that the Company's actual Fully Diluted Capitalization shall be determined as of immediately prior to the closing of the Qualified Financing in accordance with Section 4.4, and may differ materially from the illustrative capitalization figure set forth in this Section 4.3(d), which is provided solely for reference purposes.
4.4 Fully Diluted Capitalization.
For purposes of this Note, "Fully Diluted Capitalization" means, as of any date of determination, the total number of shares of the Company's capital stock (including Common Stock and all series of Preferred Stock, on an as-converted-to-Common-Stock basis) then outstanding, calculated assuming:
(i) the conversion or exercise of all outstanding options, warrants, and other convertible or exercisable securities of the Company (whether or not then vested, exercisable, or subject to any conditions to vesting or exercise);
(ii) the issuance of all shares of Common Stock reserved and available for future grant or issuance under the Company's equity incentive plans, stock purchase plans, or similar arrangements (including any shares reserved but not yet allocated or subject to outstanding awards); but
(iii) excluding any shares of capital stock issuable upon conversion of the Notes or any other convertible promissory notes, simple agreements for future equity ("SAFEs"), or similar convertible instruments issued by the Company on or after the date hereof.
As of the date of the Note Purchase Agreement, the Company's pre-bridge Fully Diluted Capitalization is approximately 48,500,000 shares. The Company shall provide the Holder with a capitalization table, certified by the Company's Chief Financial Officer, promptly following any request by the Holder and in any event not less than five (5) business days prior to the closing of any Qualified Financing or any other conversion event under this Note.
4.5 Delivery of Shares; Cancellation of Note.
(a) Share Delivery. Upon conversion of this Note pursuant to this Section 4, the Company shall as promptly as practicable (and in any event within ten (10) business days following the date of conversion) deliver to the Holder a certificate or book-entry statement issued in the name of the Holder (or its designee) representing the number of shares of Next Round Preferred Stock issuable upon such conversion, duly authorized, validly issued, fully paid, and nonassessable. Upon issuance of such shares, this Note shall be deemed cancelled and extinguished in full, and the Holder shall surrender this Note to the Company for cancellation.
(b) Joinder Obligations. In connection with any conversion of this Note upon a Qualified Financing, the Holder shall execute and deliver such documents, instruments, and agreements as the Company may reasonably request, including without limitation a joinder or counterpart signature page to the definitive agreements for the Qualified Financing (including any investors' rights agreement, right of first refusal and co-sale agreement, voting agreement, or similar agreements), in each case on the same terms and conditions as the other investors in the Qualified Financing; provided, however, that in no event shall the Holder be required to make any representations or warranties other than customary representations as to the Holder's authority, ownership of the Note, and investment intent.
(c) Fractional Shares. No fractional shares of Next Round Preferred Stock shall be issued upon conversion of this Note. If the conversion of this Note would otherwise result in the issuance of a fractional share, the number of shares issuable to the Holder shall be rounded down to the nearest whole share, and the Company shall pay the Holder, in cash, an amount equal to such fractional share multiplied by the applicable Conversion Price.
5. OPTIONAL CONVERSION AT MATURITY
5.1 Holder Election at Maturity.
If no Qualified Financing has occurred on or before the Maturity Date, then at the Maturity Date, each Holder shall have the right, exercisable in its sole and absolute discretion, to elect either:
(a) Conversion. To convert all (but not less than all) outstanding Principal Amount and accrued and unpaid interest under this Note into shares of the Company's capital stock at the Cap Price (i.e., the price per share determined by dividing the Valuation Cap of Seven Hundred Fifty Million Dollars ($750,000,000) by the Fully Diluted Capitalization of the Company as of the Maturity Date); or
(b) Repayment. To demand repayment by the Company of all outstanding Principal Amount plus all accrued and unpaid interest thereon in cash, payable in full on the Maturity Date.
5.2 Election Notice.
The Holder must deliver written notice to the Company of its election under Section 5.1 (the "Election Notice") not less than fifteen (15) days prior to the Maturity Date. The Election Notice shall specify whether the Holder elects conversion pursuant to Section 5.1(a) or repayment pursuant to Section 5.1(b). If the Company does not receive an Election Notice from the Holder by the date that is fifteen (15) days prior to the Maturity Date, the Holder shall be deemed to have elected repayment in cash on the Maturity Date pursuant to Section 5.1(b), and the full outstanding Principal Amount together with all accrued and unpaid interest shall become due and payable in cash on the Maturity Date without any further action by the Holder.
5.3 Stock Issuance upon Maturity Conversion.
If the Holder elects conversion under Section 5.1(a), the Company shall issue to the Holder shares of the most senior series of Preferred Stock of the Company then authorized and outstanding (or, if no series of Preferred Stock is then authorized and outstanding, shares of Common Stock of the Company) at the Cap Price. The shares of capital stock issued to the Holder upon a maturity conversion shall have the same rights, preferences, privileges, and restrictions as the most recently issued series of Preferred Stock of the Company, as set forth in the Company's then-current certificate of incorporation (as may be amended and restated). The Company shall deliver to the Holder a certificate or book-entry statement representing such shares as promptly as practicable following the Maturity Date, and in any event within ten (10) business days thereafter. Upon issuance of such shares, this Note shall be deemed cancelled and extinguished in full.
6. CHANGE OF CONTROL
6.1 Definition of Change of Control.
For purposes of this Note, "Change of Control" means the occurrence of any of the following events:
(i) a merger, consolidation, recapitalization, or other reorganization of the Company (whether or not the Company is the surviving entity) in which the stockholders of the Company immediately prior to such transaction hold, immediately following the consummation of such transaction, less than fifty percent (50%) of the total voting power of the outstanding capital stock of the surviving or resulting entity (or its parent entity);
(ii) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company, in a single transaction or a series of related transactions; or
(iii) a sale, transfer, or issuance (or series of related sales, transfers, or issuances) of shares of the Company's capital stock resulting in any person or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) acquiring beneficial ownership of more than fifty percent (50%) of the outstanding voting power of the Company.
6.2 Change of Control Payment.
Upon the occurrence of a Change of Control prior to the conversion of this Note pursuant to Section 4 or Section 5 hereof, the Holder shall be entitled to receive, at the Holder's election (which election shall be made in writing and delivered to the Company in accordance with Section 6.3), the greater of:
(i) two times (2.0x) the sum of the outstanding Principal Amount plus all accrued and unpaid interest on this Note as of the date of such Change of Control (the "Multiple Payment Amount"); or
(ii) the amount that the Holder would have received if, immediately prior to the consummation of such Change of Control, the outstanding Principal Amount plus all accrued and unpaid interest under this Note had been converted into shares of the Company's capital stock at the Cap Price (i.e., based on the Valuation Cap of Seven Hundred Fifty Million Dollars ($750,000,000) divided by the Fully Diluted Capitalization as of immediately prior to such Change of Control), and such shares had participated in the distribution of Change of Control proceeds to the Company's stockholders in accordance with the Company's certificate of incorporation and the definitive agreements governing the Change of Control transaction (the "As-Converted Payment Amount").
For the avoidance of doubt, the Holder is entitled to receive the greater of clause (i) and clause (ii) above, but not both. For illustrative purposes only, assuming the full aggregate principal amount of Sixty Million Dollars ($60,000,000) is outstanding under all Notes (without giving effect to accrued interest), the aggregate Multiple Payment Amount payable to all Holders under clause (i) above would be One Hundred Twenty Million Dollars ($120,000,000) (i.e., 2.0 × $60,000,000), if the Multiple Payment Amount exceeds the As-Converted Payment Amount.
6.3 Notice of Change of Control.
The Company shall provide each Holder with written notice of any proposed Change of Control (the "Change of Control Notice") not less than fifteen (15) days prior to the anticipated closing date of such Change of Control transaction. The Change of Control Notice shall describe in reasonable detail the material terms and conditions of the proposed Change of Control transaction, including the identity of the acquiror or counterparty, the form and amount of consideration to be received by the Company's stockholders, the anticipated closing date, and any material conditions to closing. Each Holder shall notify the Company in writing of its election under Section 6.2 within ten (10) days following receipt of the Change of Control Notice.
6.4 Payment Mechanics.
The Change of Control payment to which the Holder is entitled under Section 6.2 shall be made concurrently with, and contingent upon, the consummation of the Change of Control transaction. At the Holder's election, such payment shall be made either (a) in cash by wire transfer of immediately available funds to an account designated in writing by the Holder, or (b) in the same form of consideration received by the Company's stockholders in the Change of Control transaction (or, if the Company's stockholders receive a combination of cash and non-cash consideration, a proportionate combination thereof). Upon receipt of the full Change of Control payment, this Note shall be deemed cancelled and extinguished in full, and the Holder shall surrender this Note to the Company for cancellation.
7. MOST FAVORED NATION
7.1 MFN Right. If, at any time after the date of this Note and prior to the earlier of (a) the conversion of this Note in full pursuant to Section 4 or Section 5, or (b) the Maturity Date, the Company issues any convertible promissory notes, simple agreements for future equity ("SAFEs"), or other convertible debt instruments (each, a "Subsequent Convertible Instrument") on terms that are, taken as a whole, more favorable to the holders thereof than the terms of this Note (as reasonably determined by the Holder), then upon written request by the Holder delivered to the Company within thirty (30) days after the Holder receives notice of the issuance of any such Subsequent Convertible Instrument, the Company shall promptly (and in any event within fifteen (15) days following receipt of such request) amend this Note to incorporate such more favorable terms.
7.2 Scope of Adjustments. Without limiting the generality of Section 7.1, more favorable terms that may be incorporated into this Note pursuant to this Section 7 may include, without limitation, a lower valuation cap, a higher conversion discount, a higher interest rate, a longer maturity date, more favorable change of control provisions (including a higher multiple), more favorable automatic or optional conversion mechanics, or any other economic or structural term that is more favorable to the holder of the Subsequent Convertible Instrument than the corresponding term of this Note.
7.3 Company Notice. The Company shall provide written notice to each Holder of the issuance of any Subsequent Convertible Instrument within five (5) business days following such issuance, together with a summary of the material terms thereof. The failure of the Company to provide such notice shall not limit or waive the Holder's rights under this Section 7, and the thirty (30) day period described in Section 7.1 shall not commence until the Holder has received actual notice of the issuance and material terms of such Subsequent Convertible Instrument.
8. SUBORDINATION
8.1 Subordination to Senior Indebtedness.
The Holder acknowledges and agrees that the indebtedness evidenced by this Note (including all principal, accrued interest, and any other amounts payable hereunder) is and shall be subordinated in right of payment, to the extent and in the manner set forth in this Section 8 and in the Subordination Agreement (as defined below), to all obligations of the Company (whether now existing or hereafter arising) under or in connection with that certain Loan and Security Agreement, dated as of August 15, 2022, by and between Kelvantis Lending Corp. ("Kelvantis") and the Company, as the same may be amended, restated, supplemented, refinanced, or otherwise modified from time to time (collectively, the "Senior Indebtedness"). As of the date of this Note, the outstanding Senior Indebtedness consists of a Fifteen Million Dollar ($15,000,000) venture debt facility extended by Kelvantis to the Company, which is scheduled to mature on August 15, 2025. No payment of principal or interest on this Note shall be made, and no other amounts shall become payable hereunder, if and to the extent that such payment would violate or be inconsistent with the terms and conditions of the Subordination Agreement.
8.2 Subordination Agreement.
The subordination of this Note is further governed by the terms of a separate Subordination Agreement to be entered into by and among Kelvantis, the Holders (including the Holder of this Note), and the Company, dated as of the date of the Note Purchase Agreement (the "Subordination Agreement"). The terms and conditions of the Subordination Agreement are incorporated herein by this reference as though set forth in full herein. In the event of any conflict or inconsistency between the provisions of this Note and the provisions of the Subordination Agreement with respect to the priority, timing, or manner of payments under this Note, the terms and conditions of the Subordination Agreement shall govern and control.
8.3 No Impairment of Subordination.
No amendment, modification, supplement, restatement, or waiver of any provision of this Note (including this Section 8) shall be effective to the extent that such amendment, modification, supplement, restatement, or waiver would impair, diminish, or otherwise adversely affect the subordination of this Note to the Senior Indebtedness as contemplated by this Section 8 and the Subordination Agreement, unless such amendment, modification, supplement, restatement, or waiver has been consented to in writing by Kelvantis (or its successors and assigns under the Loan and Security Agreement).
9. EVENTS OF DEFAULT
9.1 Events of Default Defined.
Each of the following events shall constitute an "Event of Default" under this Note:
(a) Payment Default. The Company's failure to pay any amount of principal or interest due under this Note within five (5) business days after the date on which such payment is due and payable;
(b) Breach of Representations or Covenants. A material breach by the Company of any representation, warranty, covenant, or other obligation of the Company contained in the Note Purchase Agreement that remains uncured for a period of thirty (30) days after written notice thereof is delivered by the Requisite Holders to the Company specifying in reasonable detail the nature of such breach;
(c) Bankruptcy or Insolvency. (i) The Company voluntarily commences any proceeding or files any petition under any federal or state bankruptcy, insolvency, receivership, reorganization, arrangement, readjustment of debt, dissolution, liquidation, or similar law now or hereafter in effect; (ii) the Company consents to the institution of, or fails to contest in a timely and appropriate manner, any such proceeding or the filing of any such petition; (iii) the Company applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator, or similar official for the Company or for a substantial part of the Company's property or assets; (iv) the Company makes a general assignment for the benefit of creditors; or (v) any involuntary proceeding or petition is filed against the Company under any such law and such proceeding or petition is not dismissed within sixty (60) days after the filing thereof;
(d) Judgments. The entry of one or more final judgments, decrees, or orders against the Company in an aggregate amount in excess of One Million Dollars ($1,000,000) (exclusive of any amounts covered by insurance or indemnification), which judgments, decrees, or orders remain unsatisfied, unvacated, and unstayed for a period of sixty (60) consecutive days after the entry thereof; or
(e) Acceleration of Senior Indebtedness. The acceleration of any obligations of the Company under the Senior Indebtedness, or the occurrence of any event of default (as defined in the Loan and Security Agreement with Kelvantis, as amended from time to time) under the Loan and Security Agreement that has resulted in such acceleration.
9.2 Remedies Upon Event of Default.
(a) Acceleration. Upon the occurrence and during the continuance of any Event of Default, the Requisite Holders may, by written notice to the Company, declare all outstanding Principal Amount and all accrued and unpaid interest under this Note and all other Notes then outstanding to be immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Company; provided, however, that upon the occurrence of any Event of Default described in Section 9.1(c), all outstanding Principal Amount and accrued and unpaid interest shall automatically become immediately due and payable without any notice or action by any Holder.
(b) Subordination. Notwithstanding anything to the contrary in this Section 9, all rights and remedies of the Holders upon an Event of Default shall be subject to, and limited by, the subordination provisions set forth in Section 8 of this Note and the Subordination Agreement. No Holder shall take any enforcement action, commence any proceeding, or exercise any remedy with respect to this Note in contravention of the Subordination Agreement.
(c) Cumulative Remedies. The rights and remedies of the Holders under this Section 9 are cumulative and are not exclusive of any other rights or remedies available to the Holders at law, in equity, or otherwise. No single or partial exercise of any right or remedy by any Holder shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
10. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The representations and warranties of the Company are set forth in Article 3 of the Note Purchase Agreement and are incorporated herein by this reference as though set forth in full herein. The Company hereby reaffirms each such representation and warranty as of the date of issuance of this Note.
11. COVENANTS OF THE COMPANY
The Company hereby covenants and agrees that, from the date of this Note until the earlier of (x) the conversion of all Notes then outstanding in full pursuant to Section 4 or Section 5 hereof or (y) the Maturity Date (or, if later, the date on which all amounts owing under the Notes have been paid or satisfied in full):
(a) Corporate Existence. The Company shall maintain its corporate existence and good standing under the laws of the State of Delaware, and shall maintain all licenses, permits, and authorizations necessary for the conduct of its business as currently conducted.
(b) Limitation on Indebtedness. The Company shall not create, incur, assume, or guarantee, or permit any subsidiary to create, incur, assume, or guarantee, any additional indebtedness for borrowed money (other than (i) trade payables and accrued expenses incurred in the ordinary course of business, (ii) the Senior Indebtedness, (iii) equipment financing or capital lease obligations not exceeding Two Million Dollars ($2,000,000) in the aggregate, and (iv) intercompany indebtedness among the Company and its wholly owned subsidiaries), without the prior written consent of the Requisite Holders.
(c) Restriction on Dividends and Distributions. The Company shall not declare, set aside, or pay any dividend or make any distribution (whether in cash, securities, or other property) on or with respect to any shares of its capital stock, or purchase, redeem, or otherwise acquire for value any shares of its capital stock, in each case, without the prior written consent of the Requisite Holders.
(d) Notice of Events of Default. The Company shall promptly (and in any event within three (3) business days) notify each Holder in writing of the occurrence of any Event of Default or any event, condition, or circumstance that, with the giving of notice, the passage of time, or both, would constitute an Event of Default, together with a description in reasonable detail of such event, condition, or circumstance and the actions the Company has taken or proposes to take with respect thereto.
(e) Use of Proceeds. The Company shall use the proceeds of the Notes solely for general corporate purposes, working capital, and product development, and shall not use any portion of such proceeds for (i) the repayment or prepayment of any indebtedness of the Company (other than trade payables and accounts payable in the ordinary course of business), (ii) the payment of dividends or other distributions to stockholders, or (iii) loans or advances to any officer, director, employee, or affiliate of the Company (other than ordinary course employee advances not exceeding $25,000 individually or $100,000 in the aggregate).
12. TRANSFER RESTRICTIONS
12.1 Restrictions on Transfer. This Note may not be offered, sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of (each, a "Transfer") without the prior written consent of the Company, which consent may be withheld in the Company's sole discretion, except that the Holder may, without the Company's consent, Transfer this Note to an affiliate of the Holder (as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act")); provided that any such affiliate transferee agrees in writing to be bound by all the terms and conditions of this Note and the Note Purchase Agreement. Any Transfer made in violation of this Section 12 shall be void and of no force or effect.
12.2 Legends. Each Note and each certificate or book-entry statement representing shares of capital stock issued upon conversion of this Note shall bear the following restrictive legend (or a legend substantially similar thereto), together with any other legend required by applicable law or the Company's organizational documents:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND SUBJECT TO THE RESTRICTIONS SET FORTH IN THE NOTE PURCHASE AGREEMENT AND ANY APPLICABLE INVESTORS' RIGHTS AGREEMENT."
12.3 Compliance with Securities Laws. Any Transfer of this Note must be made in compliance with all applicable federal and state securities laws, including the Securities Act and the rules and regulations promulgated thereunder. In connection with any proposed Transfer, the Company may require, as a condition to the registration of such Transfer on the books of the Company, that the Holder provide the Company with an opinion of counsel reasonably satisfactory to the Company (in form, substance, and from counsel reasonably acceptable to the Company) to the effect that such Transfer may be effected without registration under the Securities Act and applicable state securities laws.
13. AMENDMENT AND WAIVER
13.1 Amendment. Any provision of this Note may be amended, modified, or supplemented only by a written instrument signed by the Company and the Requisite Holders (Holders holding a majority-in-interest of the aggregate outstanding principal amount of all Notes then outstanding). Any such amendment, modification, or supplement shall be binding upon the Company and all Holders of the Notes, regardless of whether any particular Holder has consented thereto.
13.2 Waiver. Any provision of this Note may be waived only by a written instrument signed by the party against whom enforcement of the waiver is sought. Any waiver by the Requisite Holders shall be binding upon all Holders of the Notes. No failure or delay on the part of any Holder in exercising any right, power, or remedy under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
13.3 Subordination Protection. Notwithstanding anything to the contrary in this Section 13, no amendment, modification, supplement, or waiver of any provision of Section 8 (Subordination) of this Note shall be effective unless consented to in writing by Kelvantis Lending Corp. (or its successors and assigns under the Loan and Security Agreement).
14. GOVERNING LAW
This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws 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.
15. JURISDICTION AND VENUE
15.1 Exclusive Jurisdiction. Each of the Company and the Holder hereby irrevocably and unconditionally submits, for itself and its property, 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), or, if subject-matter jurisdiction over such matter is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Note, the Note Purchase Agreement, or the transactions contemplated hereby or thereby, and each of the Company and the Holder hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding may be heard and determined in such courts.
15.2 Consent to Jurisdiction and Venue. Each of the Company and the Holder hereby irrevocably and unconditionally (a) consents to personal jurisdiction and venue in such courts, (b) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Note in any such court, and (c) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.
15.3 Service of Process. Each of the Company and the Holder irrevocably consents to service of process in the manner provided for notices in Section 17 of this Note. Nothing in this Section 15 shall affect the right of any party to serve process in any other manner permitted by applicable law.
16. WAIVER OF JURY TRIAL
EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE, THE NOTE PURCHASE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE COMPANY AND THE HOLDER CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.
17. NOTICES
All notices, demands, requests, consents, approvals, and other communications required or permitted under this Note shall be in writing and shall be delivered to the applicable party at the addresses set forth below (or at such other address as such party may designate by written notice to the other party in accordance with this Section 17):
If to the Company:
Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801
Attention: General Counsel (Priya Ramanathan)
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 Holder:
At the address set forth opposite the Holder's name on the Schedule of Purchasers attached to the Note Purchase Agreement
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@whitfieldprattsoo.com
Any notice delivered in accordance with this Section 17 shall be deemed to have been received and shall be effective (a) if delivered by hand, electronic mail, or facsimile, upon actual delivery, (b) if delivered by a nationally recognized overnight courier service (with next-business-day delivery requested), on the next business day following deposit with such courier, or (c) if deposited in the United States mail, certified or registered, return receipt requested, postage prepaid, on the third (3rd) business day following the date of deposit.
18. SUCCESSORS AND ASSIGNS
Subject to the transfer restrictions set forth in Section 12 hereof, this Note shall be binding upon and inure to the benefit of the Company and the Holder and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither the Company nor the Holder may assign this Note or any rights or obligations hereunder without compliance with Section 12 and the other applicable provisions of this Note and the Note Purchase Agreement.
19. SEVERABILITY
If any provision of this Note, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and the remaining provisions of this Note shall remain in full force and effect and shall be enforceable in accordance with their terms. To the extent permitted by applicable law, each of the Company and the Holder hereby waives any provision of law that renders any provision of this Note invalid, illegal, or unenforceable in any respect.
20. ENTIRE AGREEMENT
This Note, together with the Note Purchase Agreement and the other documents and instruments executed and delivered in connection therewith (including the Subordination Agreement), constitutes the entire agreement between the Company and the Holder with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether written or oral) of the Company and the Holder relating to such subject matter. No provision of this Note is intended to confer upon any person or entity other than the Company, the Holder, and their respective successors and permitted assigns any rights or remedies hereunder.
21. NO STOCKHOLDER RIGHTS
Nothing contained in this Note shall be construed as conferring upon the Holder, prior to the conversion of this Note into shares of the Company's capital stock in accordance with the terms hereof, any rights as a stockholder of the Company, including without limitation any right to vote on any matter submitted to a vote of stockholders, to receive dividends or other distributions, to exercise any preemptive right, or to receive notice of any meeting of stockholders or of any other proceedings of the Company. Prior to conversion, the Holder shall have only the rights of a creditor of the Company as expressly set forth herein and in the Note Purchase Agreement.
22. LOST OR DESTROYED NOTE
Upon receipt by the Company of (a) evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Note, and (b) in the case of loss, theft, or destruction, an indemnity agreement or bond in form and substance reasonably satisfactory to the Company (or, in the case of mutilation, the surrender and cancellation of the mutilated Note), the Company shall execute and deliver to the Holder a new promissory note of like tenor and date, in replacement of this Note, representing the same rights as evidenced by this Note.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Convertible Promissory Note to be duly executed and delivered by its authorized officer as of the date first written above.
SKYBRIDGE FINTECH LTD.
By: ________
Name: Arjun Mehta
Title: Chief Executive Officer
By: ________
Name: David Lindstrom
Title: Chief Financial Officer
AGREED AND ACKNOWLEDGED:
HOLDER:
________________________________________
[Print Name of Holder]
By: ________
Name:
Title:
Address:
Principal Amount of This Note: $__
EXHIBIT A TO NOTE PURCHASE AGREEMENT
Draft — December 11, 2023
Calderwood & Harkness LLP — Matter No. 1009-00001 Prepared by: Leonard Ashford (Of Counsel) and Nina Reyes (Senior Associate) Emerging Companies & Venture Capital Practice Group
Principal Amount: $____ | Note No.: CN-__
Date of Issuance: January __, 2024

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY

CONVERTIBLE PROMISSORY NOTE

EXHIBIT A TO NOTE PURCHASE AGREEMENT

CONVERTIBLE PROMISSORY NOTE

SKYBRIDGE FINTECH LTD.

AGREED AND ACKNOWLEDGED:

HOLDER:

EXHIBIT A TO NOTE PURCHASE AGREEMENT

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