1009-00002 · Client 1009 · Closing

closing-certificate.docx DOCUMENT Funds

2 / 12 ← → ✕

Contract analysis Extract to table

OFFICER'S CERTIFICATE AND SECRETARY'S CERTIFICATE OF SKYBRIDGE FINTECH LTD.

Delivered Pursuant to Section 5.3 of the Series B Preferred Stock Purchase Agreement dated July 18, 2022

July 18, 2022

Prepared by:

Calderwood & Harkness LLP 919 N. Market Street, Suite 1500 Wilmington, DE 19801

Matter Number: 1009-00002

PART I

OFFICER'S CERTIFICATE

1. Introductory Paragraph

The undersigned, David Okonkwo, hereby certifies that he is the duly elected and acting Chief Financial Officer of Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal executive offices located at 1600 Market Street, Suite 2200, Wilmington, Delaware 19801, and bearing Federal Employer Identification Number 84-3291057. The undersigned delivers this Officer's Certificate (this "Certificate") pursuant to Section 5.3 of that certain Series B Preferred Stock Purchase Agreement, dated as of July 18, 2022 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and among the Company and each of the purchasers identified on the signature pages thereto (collectively, the "Purchasers"), namely Granite Peak Ventures, LP, Ridgeline Capital Partners, LLC, and Solstice Growth Fund I, LP.

The undersigned is an authorized officer of the Company and delivers this Certificate solely in his capacity as Chief Financial Officer of the Company and on behalf of the Company, and not in his individual or personal capacity. The undersigned shall have no personal liability whatsoever with respect to any of the certifications, representations, or statements set forth herein, each of which is made solely on behalf of the Company.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement. All references herein to "Closing" or the "Closing Date" shall mean July 18, 2022, the date of the closing of the transactions contemplated by the Purchase Agreement.

2. Certification Regarding Representations and Warranties

(a) The undersigned hereby certifies, on behalf of the Company, that all representations and warranties of the Company contained in Article II of the Purchase Agreement (including, without limitation, all representations and warranties set forth in Sections 2.1 through 2.24 thereof) are true and correct in all material respects as of the date of the Purchase Agreement and as of the Closing Date (July 18, 2022), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly speaks as of a specific date or period, in which case such representation or warranty shall be true and correct in all material respects as of such specific date or period. With respect to any representation or warranty that is qualified by "materiality," "Material Adverse Effect," or similar qualifiers, such representation or warranty is true and correct in all respects (without giving effect to any such materiality or Material Adverse Effect qualifier for purposes of determining the accuracy thereof) as of the date of the Purchase Agreement and as of the Closing Date, or, in the case of representations and warranties that expressly speak as of a specific date, as of such specific date.

The foregoing certification is made with reference to, and is subject to and qualified by, the Disclosure Schedule delivered by the Company to the Purchasers in connection with the execution and delivery of the Purchase Agreement, including all schedules and supplements thereto, which Disclosure Schedule was delivered concurrently with the execution and delivery of the Purchase Agreement and is incorporated by reference into such representations and warranties as though fully set forth therein.

3. Certification Regarding Conditions to Closing

(b) The undersigned hereby certifies, on behalf of the Company, that all conditions precedent to the obligations of the Purchasers to consummate the transactions contemplated by the Purchase Agreement that are required to be satisfied or performed by the Company on or prior to the Closing Date have been duly and fully satisfied or, where applicable, have been waived in writing by the applicable Purchasers, including, without limitation, each of the following:

(i) Filing of Amended and Restated Certificate of Incorporation. The Company has duly adopted, and the requisite stockholders of the Company have duly approved, the Amended and Restated Certificate of Incorporation of the Company in the form attached hereto as Exhibit A to the Secretary's Certificate set forth in Part II of this Certificate. The Amended and Restated Certificate of Incorporation shall be filed with the Secretary of State of the State of Delaware on July 29, 2022, upon the release of the escrowed closing funds pursuant to the escrow arrangements described in clause (viii) below. All requisite corporate approvals for such filing have been obtained, and the Company has authorized and directed its counsel, Calderwood & Harkness LLP, to effect such filing promptly upon release of the escrow funds.

(ii) Amended and Restated Investors' Rights Agreement. The Company has duly executed and delivered to each of the Purchasers, and to each of the other parties thereto, the Amended and Restated Investors' Rights Agreement, dated as of the Closing Date, in the form negotiated and agreed upon by the parties in connection with the Purchase Agreement.

(iii) Amended and Restated Right of First Refusal and Co-Sale Agreement. The Company has duly executed and delivered to each of the Purchasers, and to each of the other parties thereto, the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the Closing Date, in the form negotiated and agreed upon by the parties in connection with the Purchase Agreement.

(iv) Amended and Restated Voting Agreement. The Company has duly executed and delivered to each of the Purchasers, and to each of the other parties thereto, the Amended and Restated Voting Agreement, dated as of the Closing Date, in the form negotiated and agreed upon by the parties in connection with the Purchase Agreement, which Voting Agreement sets forth the composition of the Board of Directors of the Company following the Closing as described herein and in the Secretary's Certificate.

(v) Legal Opinion of Issuer's Counsel. Calderwood & Harkness LLP, as counsel to the Company, has delivered to each of the Purchasers its written legal opinion, dated as of the Closing Date, addressed to the Purchasers, in form and substance reasonably satisfactory to the Purchasers and their counsel, covering the matters required by Section 5.5 of the Purchase Agreement.

(vi) Officer's Certificate and Secretary's Certificate. The Company has caused to be delivered to the Purchasers this Officer's Certificate and the Secretary's Certificate set forth in Part II hereof, each dated as of the Closing Date and duly executed by the appropriate officers of the Company, certifying as to the matters required by Section 5.3 of the Purchase Agreement.

(vii) Directors' and Officers' Liability Insurance. The Company has obtained and placed in effect a directors' and officers' liability insurance policy issued by Ironclad Specialty Insurance Co. (the "D&O Policy") with coverage limits of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate, which D&O Policy includes a six (6)-year tail coverage provision providing for extended reporting period coverage following any change of control, acquisition, or similar transaction involving the Company. The annual premium for the D&O Policy is Thirty-Eight Thousand Five Hundred Dollars ($38,500). Evidence of such insurance coverage, including a certificate of insurance and a copy of the binder or policy declarations page, has been delivered to the Purchasers.

(viii) Escrow Arrangements. The Company has duly executed escrow arrangements with Pinnacle National Bank, N.A., a national banking association, as escrow agent (the "Escrow Agent"), for the receipt, holding, and disbursement of the aggregate closing funds in connection with the transactions contemplated by the Purchase Agreement. The Purchasers have deposited or caused to be deposited their respective portions of the aggregate purchase price into escrow with the Escrow Agent, and the Escrow Agent shall release the escrowed funds to the Company upon confirmation of the filing of the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, which filing is expected to occur on July 29, 2022.

(ix) Payment of Purchasers' Counsel Fees and Expenses. The Company has agreed to pay or reimburse the reasonable fees and out-of-pocket expenses of Fenwick, Pratt & Howell LLP, as counsel to the Purchasers, incurred in connection with the negotiation, documentation, and closing of the transactions contemplated by the Purchase Agreement, in an amount not to exceed Seventy-Five Thousand Dollars ($75,000), such payment to be made at or promptly following the Closing from the closing proceeds.

(x) Management Rights Letter. The Company has duly executed and delivered to Granite Peak Ventures, LP a Management Rights Letter, dated as of the Closing Date, in a form reasonably satisfactory to Granite Peak Ventures, LP and its counsel, granting management rights as contemplated by 29 C.F.R. § 2510.3-101(d)(3)(ii) and as required by the limited partnership agreement of Granite Peak Ventures, LP for purposes of qualifying its investment in the Company as a "venture capital operating company" investment under applicable regulations of the U.S. Department of Labor.

(xi) Authorization and Issuance of Series B Preferred Stock. The Company has duly authorized the creation, issuance, and sale of Seven Million Five Hundred Thousand (7,500,000) shares of Series B Preferred Stock at a purchase price of Six Dollars ($6.00) per share, for aggregate gross proceeds of Forty-Five Million Dollars ($45,000,000). All such shares, when issued and paid for in accordance with the Purchase Agreement, will be duly authorized, validly issued, fully paid, and non-assessable, and will be free and clear of all liens, encumbrances, and restrictions on transfer, other than restrictions on transfer arising under the Purchase Agreement, the Amended and Restated Investors' Rights Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement, the Amended and Restated Voting Agreement, and applicable federal and state securities laws.

4. Certification Regarding No Material Adverse Effect

(c) The undersigned hereby certifies, on behalf of the Company, that since March 31, 2022 (being the date of the Company's most recent audited and unaudited financial statements provided to the Purchasers in connection with the Purchase Agreement, which financial statements reflect last-twelve-months annual recurring revenue ("LTM ARR") of Eighteen Million Six Hundred Thousand Dollars ($18,600,000)), there has been no event, occurrence, development, circumstance, condition, change, or state of circumstances or facts that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, there has been no material adverse change in the assets, liabilities (whether absolute, accrued, contingent, or otherwise), financial condition, results of operations, business, properties, prospects, or operations of the Company since March 31, 2022.

For purposes of this Certificate, the term "Material Adverse Effect" has the meaning assigned to such term in Section 1.1 of the Purchase Agreement.

5. Certification Regarding Capitalization

The undersigned hereby certifies, on behalf of the Company, that, immediately prior to the Closing, the Company's capitalization on a fully diluted basis consists of an aggregate of Twenty-Three Million Four Hundred Thousand (23,400,000) shares, comprised of the following:

Upon consummation of the Series B financing contemplated by the Purchase Agreement and the issuance of Seven Million Five Hundred Thousand (7,500,000) shares of Series B Preferred Stock to the Purchasers, the Company's post-closing capitalization on a fully diluted basis shall consist of an aggregate of Thirty Million Nine Hundred Thousand (30,900,000) shares.

The undersigned further certifies that, in connection with the Series B financing, the Board of Directors has approved an increase in the number of shares reserved for issuance under the Company's 2018 Equity Incentive Plan by One Million Six Hundred Thirty-Five Thousand (1,635,000) shares, bringing the total option pool to Four Million Six Hundred Thirty-Five Thousand (4,635,000) shares, which represents fifteen percent (15%) of the post-closing fully diluted share count of 30,900,000 shares. Following such increase, and giving effect to the 2,100,000 options currently outstanding, Two Million Five Hundred Thirty-Five Thousand (2,535,000) shares will be available for future issuance under the 2018 Equity Incentive Plan.

The capitalization table set forth above is consistent in all respects with the capitalization representations and warranties set forth in Section 2.3 of the Purchase Agreement and the capitalization table previously provided to the Purchasers, and no shares of capital stock or other equity securities of the Company have been issued, and no options, warrants, or other rights to acquire shares of capital stock or other equity securities of the Company have been granted, since the date of the Purchase Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.

SKYBRIDGE FINTECH LTD.

By: ________

Name: David Okonkwo

Title: Chief Financial Officer

Date: July 18, 2022

PART II

SECRETARY'S CERTIFICATE

7. Introductory Paragraph

The undersigned, Claire Whitmore, hereby certifies that she is the duly appointed and acting Secretary of Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal executive offices located at 1600 Market Street, Suite 2200, Wilmington, Delaware 19801. The undersigned also serves as the Co-Founder and Chief Technology Officer of the Company and, in her capacity as Secretary, delivers this Secretary's Certificate (this "Secretary's Certificate") pursuant to Section 5.3 of that certain Series B Preferred Stock Purchase Agreement, dated as of July 18, 2022 (the "Purchase Agreement"), by and among the Company and the Purchasers named therein, namely Granite Peak Ventures, LP, Ridgeline Capital Partners, LLC, and Solstice Growth Fund I, LP (collectively, the "Purchasers").

The undersigned is a duly authorized officer of the Company and delivers this Secretary's Certificate in her capacity as Secretary of the Company and on behalf of the Company, and not in her individual or personal capacity. The undersigned has access to the corporate books and records of the Company and has reviewed such books and records as necessary to make the certifications set forth herein. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

8. Certification Regarding Certificate of Incorporation

(i) Attached hereto as Exhibit A is a true, complete, and correct copy of the Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd. (the "Restated Certificate"), as duly adopted by the Board of Directors of the Company and approved by the requisite stockholders of the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL"), including Sections 228, 242, and 245 thereof. The Restated Certificate shall be filed with the Secretary of State of the State of Delaware on July 29, 2022, upon the release of the escrowed closing funds pursuant to the escrow arrangements with Pinnacle National Bank, N.A. described in the Officer's Certificate set forth in Part I hereof.

The Restated Certificate, among other things:

(A) Authorizes the issuance of Thirty Million (30,000,000) shares of Common Stock, par value $0.0001 per share;

(B) Authorizes the issuance of Fifteen Million Five Hundred Thousand (15,500,000) shares of Preferred Stock, par value $0.0001 per share, designated as follows:

(1) Series Seed Preferred Stock: Three Million (3,000,000) shares of Series Seed Preferred Stock, with an Original Issue Price of $0.50 per share, an aggregate liquidation preference of One Million Five Hundred Thousand Dollars ($1,500,000), a six percent (6%) non-cumulative dividend preference (when and if declared by the Board of Directors), a conversion ratio of 1:1 (subject to adjustment), and weighted-average broad-based anti-dilution protection;

(2) Series A Preferred Stock: Five Million (5,000,000) shares of Series A Preferred Stock, with an Original Issue Price of $2.00 per share, an aggregate liquidation preference of Ten Million Dollars ($10,000,000), a six percent (6%) non-cumulative dividend preference (when and if declared by the Board of Directors), a conversion ratio of 1:1 (subject to adjustment), and weighted-average broad-based anti-dilution protection; and

(3) Series B Preferred Stock: Seven Million Five Hundred Thousand (7,500,000) shares of Series B Preferred Stock, with an Original Issue Price of $6.00 per share, an aggregate liquidation preference of Forty-Five Million Dollars ($45,000,000), an eight percent (8%) non-cumulative dividend preference (when and if declared by the Board of Directors), a conversion ratio of 1:1 (subject to adjustment), and weighted-average broad-based anti-dilution protection;

(C) Establishes an aggregate senior liquidation preference across all series of Preferred Stock of Fifty-Six Million Five Hundred Thousand Dollars ($56,500,000);

(D) Provides for a non-participating preferred structure, such that upon any liquidation, dissolution, or winding up of the Company (or any Deemed Liquidation Event, as defined therein), each holder of Preferred Stock shall be entitled to receive, prior and in preference to any distribution to the holders of Common Stock, an amount equal to the applicable Original Issue Price per share, plus any declared but unpaid dividends thereon, or, at the election of such holder, such holder may convert its shares of Preferred Stock into Common Stock and participate with the holders of Common Stock on an as-converted basis;

(E) Includes protective provisions requiring the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series B Preferred Stock (voting as a separate class on an as-converted basis) for certain enumerated matters, including without limitation: (I) any capital expenditure or commitment therefor in excess of Five Million Dollars ($5,000,000) in any fiscal year, (II) the incurrence of any indebtedness (other than trade payables and equipment financing in the ordinary course of business) in excess of Three Million Dollars ($3,000,000), and (III) any increase in the size of the equity incentive option pool beyond fifteen percent (15%) of the post-closing fully diluted shares of the Company.

No amendments, supplements, restatements, or other modifications have been made to the Restated Certificate since its adoption by the Board of Directors and approval by the requisite stockholders, and the Restated Certificate, upon filing with the Delaware Secretary of State, will be in full force and effect. The Company was originally incorporated under the laws of the State of Delaware on March 14, 2018, under the name "Skybridge Fintech Ltd."

9. Certification Regarding Bylaws

(ii) Attached hereto as Exhibit B is a true, complete, and correct copy of the Bylaws of Skybridge Fintech Ltd. (the "Bylaws"), as currently in effect as of the Closing Date. The Bylaws have not been amended, modified, restated, or supplemented since February 8, 2019, the date of the last amendment thereto, and remain in full force and effect as of the Closing Date. No action has been taken by the Board of Directors, the stockholders, or any committee of the Board of Directors to amend, modify, or repeal the Bylaws or any provision thereof, and no such action is currently contemplated.

10. Certification Regarding Board Resolutions

(iii) Attached hereto as Exhibit C is a true, complete, and correct copy of the Unanimous Written Consent of the Board of Directors of Skybridge Fintech Ltd. in Lieu of Special Meeting (the "Board Consent"), dated July 18, 2022, adopted in accordance with Section 141(f) of the DGCL and the Bylaws of the Company. The Board Consent was duly executed by all members of the Board of Directors of the Company as constituted on such date, being the following individuals:

• Naveen Raghavan, Co-Founder and Chief Executive Officer of the Company, serving as a Common Stock designee on the Board of Directors;

• Claire Whitmore, Co-Founder and Chief Technology Officer of the Company, serving as a Common Stock designee on the Board of Directors; and

• Thomas Brennan, Managing Director of Ridgeline Capital Partners, LLC, serving as the Series A Preferred Stock designee on the Board of Directors.

The resolutions set forth in the Board Consent authorize, approve, and ratify, among other things, the following actions:

(a) The Series B Preferred Stock financing of the Company for aggregate gross proceeds of Forty-Five Million Dollars ($45,000,000) at a purchase price of Six Dollars ($6.00) per share, resulting in the issuance of Seven Million Five Hundred Thousand (7,500,000) shares of Series B Preferred Stock to the Purchasers in accordance with the terms and conditions of the Purchase Agreement;

(b) The execution and delivery by the Company of each of the following transaction documents: (I) the Series B Preferred Stock Purchase Agreement, (II) the Amended and Restated Investors' Rights Agreement, (III) the Amended and Restated Right of First Refusal and Co-Sale Agreement, and (IV) the Amended and Restated Voting Agreement, in each case in the form presented to and reviewed by the Board of Directors;

(c) The filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, such filing to occur on July 29, 2022, upon release of escrowed closing funds;

(d) The increase of the number of shares of Common Stock reserved for issuance under the Company's 2018 Equity Incentive Plan by One Million Six Hundred Thirty-Five Thousand (1,635,000) shares, bringing the total option pool to Four Million Six Hundred Thirty-Five Thousand (4,635,000) shares, which amount represents fifteen percent (15%) of the post-closing fully diluted share count of Thirty Million Nine Hundred Thousand (30,900,000) shares;

(e) The appointment of Priya Deshmukh, a Partner of Granite Peak Ventures, LP, to the Board of Directors of the Company, effective as of the Closing Date, to serve as the Series B Preferred Stock designee on the Board of Directors in accordance with the terms of the Amended and Restated Voting Agreement;

(f) The engagement of Pinnacle National Bank, N.A. as escrow agent for the receipt, holding, and disbursement of the aggregate purchase price in connection with the transactions contemplated by the Purchase Agreement, and the execution and delivery of an escrow agreement with Pinnacle National Bank, N.A. in connection therewith; and

(g) The authorization and empowerment of each of the officers of the Company, acting individually or collectively, to execute and deliver all ancillary documents, agreements, instruments, and certificates, and to take all actions and perform all acts, as such officers may deem necessary, appropriate, or desirable to effectuate and consummate the transactions contemplated by the Purchase Agreement and the other transaction documents, including without limitation the execution and delivery of this Officer's Certificate and Secretary's Certificate.

The resolutions set forth in the Board Consent have not been rescinded, amended, modified, supplemented, or revoked in any respect, and remain in full force and effect as of the date hereof. No other or further corporate action on the part of the Board of Directors or the stockholders of the Company is required to authorize the execution, delivery, and performance of the Purchase Agreement or any of the other transaction documents, or the consummation of the transactions contemplated thereby.

11. Certification Regarding Incumbency and Specimen Signatures

(iv) The following persons are the duly elected or appointed officers of Skybridge Fintech Ltd. as of the date hereof, each holding the office set forth opposite his or her respective name below, and the signature appearing opposite each such person's name is the true, correct, and genuine signature of such person:

Each of the foregoing officers has been duly authorized by the Board of Directors of the Company to execute and deliver the Purchase Agreement and each of the other transaction documents contemplated thereby on behalf of the Company, and to take all actions necessary or desirable in connection with the consummation of the transactions contemplated by the Purchase Agreement.

For the avoidance of doubt, David Okonkwo joined the Company as Chief Financial Officer in January 2021 and currently holds Six Hundred Thousand (600,000) shares of Common Stock of the Company, subject to the Company's standard four (4)-year vesting schedule with a one (1)-year cliff (twenty-five percent (25%) of such shares vesting on the first anniversary of the vesting commencement date, with the remainder vesting in equal monthly installments over the following thirty-six (36) months), pursuant to a Restricted Stock Purchase Agreement between Mr. Okonkwo and the Company.

12. Certification Regarding Good Standing

(v) Attached hereto as Exhibit D is a Certificate of Good Standing (or Certificate of Status) for Skybridge Fintech Ltd. issued by the Secretary of State of the State of Delaware (the "Good Standing Certificate"), dated within five (5) business days of the Closing Date (July 18, 2022). The Good Standing Certificate confirms that the Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and that all franchise taxes due and owing as of the date of the Good Standing Certificate have been paid.

The undersigned hereby further confirms that the Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted and as proposed to be conducted.

13. Certification Regarding No Conflicts

The undersigned further certifies that, to her knowledge after due inquiry, the execution and delivery by the Company of the Purchase Agreement, the Amended and Restated Investors' Rights Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement, the Amended and Restated Voting Agreement, and each of the other transaction documents contemplated thereby, and the consummation of the transactions contemplated thereby, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, the Amended and Restated Certificate of Incorporation or the Bylaws of the Company, each as currently in effect and as proposed to be amended and restated;

(b) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, modification, or acceleration under, or result in the creation of any lien, security interest, or other encumbrance upon any of the assets or properties of the Company pursuant to, any material contract, agreement, indenture, mortgage, lease, license, permit, or other instrument or obligation to which the Company is a party or by which the Company or any of its assets or properties is bound; or

(c) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any court, arbitrator, or governmental, administrative, or regulatory authority or body applicable to the Company or by which any of its assets or properties is bound.

14. Post-Closing Board Composition

The undersigned further certifies that, upon the Closing and giving effect to the transactions contemplated by the Purchase Agreement and the appointment described in Section 10(e) above, the Board of Directors of the Company shall consist of the following five (5) members, as provided for in and governed by the terms of the Amended and Restated Voting Agreement:

The independent director designated for Seat 5 shall be mutually agreed upon by the Company (acting through the holders of Common Stock entitled to vote on such designation) and the Investors (as defined in the Amended and Restated Voting Agreement) within ninety (90) days following the Closing Date (i.e., on or before October 27, 2022). Pending such appointment, Seat 5 shall remain vacant and the Board of Directors shall consist of the four (4) members identified above for Seats 1 through 4.

15. Additional Certifications

The undersigned further certifies, on behalf of the Company, as follows:

Transfer Agent. The transfer agent and registrar for the capital stock of the Company is Ledgermark Transfer Services, Inc., located at 250 Royall Street, Canton, Massachusetts 02021 (the "Transfer Agent"). The Transfer Agent has been duly instructed by the Company to issue stock certificates (or, if applicable, book-entry statements) representing the Seven Million Five Hundred Thousand (7,500,000) shares of Series B Preferred Stock to the Purchasers, in the respective amounts set forth in the Purchase Agreement, upon release of the escrowed closing funds on July 29, 2022. The Transfer Agent has been provided with irrevocable instructions to process such issuances and to make appropriate notations in the stock ledger of the Company reflecting the issuance of the Series B Preferred Stock, subject to receipt of appropriate documentation from the Company and the Escrow Agent.

Independent Auditors. The Company's independent auditors are Whitfield & Hesse CPAs LLP, located at 300 Delaware Avenue, Suite 900, Wilmington, Delaware 19801. Whitfield & Hesse CPAs LLP has served as the independent auditors of the Company since the fiscal year ended December 31, 2019, and has issued unqualified audit opinions with respect to the Company's financial statements for each fiscal year through and including the fiscal year ended December 31, 2021.

Placement Agent. The Company's placement agent for the Series B financing is Compass Bridge Advisory Group LLC, located at 75 Ashbury Asset Advisors, Suite 2400, Boston, Massachusetts 02109, with Lena Kowalski, Managing Director, serving as the primary point of contact for the engagement (the "Placement Agent"). Pursuant to the terms of the engagement letter between the Company and the Placement Agent, the Placement Agent is entitled to receive a placement fee equal to two percent (2.0%) of the aggregate gross proceeds of the Series B financing, which fee is equal to Nine Hundred Thousand Dollars ($900,000), payable at the Closing from the gross proceeds of the Series B financing. Other than the Placement Agent, the Company has not engaged any broker, finder, or investment banker in connection with the transactions contemplated by the Purchase Agreement, and no other person is entitled to any brokerage commission, finder's fee, or similar compensation in connection therewith.

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.

SKYBRIDGE FINTECH LTD.

By: ________

Name: Claire Whitmore

Title: Secretary (and Co-Founder & Chief Technology Officer)

Date: July 18, 2022

EXHIBITS

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SKYBRIDGE FINTECH LTD.

This Exhibit A contains the full text of the Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd., as adopted by the Board of Directors and approved by the requisite stockholders of the Company, to be filed with the Secretary of State of the State of Delaware on July 29, 2022 upon the release of escrowed closing funds.

The Amended and Restated Certificate of Incorporation authorizes the following capital stock of the Company:

• Common Stock: 30,000,000 shares, par value $0.0001 per share

• Preferred Stock: 15,500,000 shares, par value $0.0001 per share, designated as follows:

• 3,000,000 shares of Series Seed Preferred Stock (OIP: $0.50/share)

• 5,000,000 shares of Series A Preferred Stock (OIP: $2.00/share)

• 7,500,000 shares of Series B Preferred Stock (OIP: $6.00/share)

[Full text of the Amended and Restated Certificate of Incorporation follows this cover page.]

EXHIBIT B

BYLAWS OF SKYBRIDGE FINTECH LTD.

This Exhibit B contains a true, complete, and correct copy of the Bylaws of Skybridge Fintech Ltd. as currently in effect as of the Closing Date (July 18, 2022). The Bylaws have not been amended, modified, or supplemented since February 8, 2019 and remain in full force and effect.

[Full text of the Bylaws follows this cover page.]

EXHIBIT C

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SKYBRIDGE FINTECH LTD. IN LIEU OF SPECIAL MEETING

Dated: July 18, 2022

This Exhibit C contains a true, complete, and correct copy of the Unanimous Written Consent of the Board of Directors of Skybridge Fintech Ltd. in Lieu of Special Meeting, dated July 18, 2022, adopted pursuant to Section 141(f) of the Delaware General Corporation Law and executed by all members of the Board of Directors as of such date:

• Naveen Raghavan, Co-Founder & Chief Executive Officer; Director

• Claire Whitmore, Co-Founder & Chief Technology Officer; Secretary; Director

• Thomas Brennan, Managing Director, Ridgeline Capital Partners, LLC; Director

[Full text of the Unanimous Written Consent follows this cover page.]

EXHIBIT D

CERTIFICATE OF GOOD STANDING OF SKYBRIDGE FINTECH LTD.

Issued by the Secretary of State of the State of Delaware

This Exhibit D contains a Certificate of Good Standing (Certificate of Status) for Skybridge Fintech Ltd. issued by the Secretary of State of the State of Delaware, dated within five (5) business days of July 18, 2022, confirming that the Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.

[Certificate of Good Standing follows this cover page.]

Category	Shares	Additional Detail
Common Stock outstanding	12,400,000	Issued and outstanding
Series Seed Preferred Stock outstanding	3,000,000	Original Issue Price: $0.50/share
Series A Preferred Stock outstanding	5,000,000	Original Issue Price: $2.00/share
Options outstanding under 2018 Equity Incentive Plan	2,100,000	Weighted-average exercise price: $1.15/share
Options available for future grant under 2018 Equity Incentive Plan	900,000	Unallocated shares remaining in option pool
Total (Pre-Closing Fully Diluted)	23,400,000
Name	Title	Specimen Signature
Naveen Raghavan	Co-Founder & Chief Executive Officer; Director	________
Claire Whitmore	Co-Founder & Chief Technology Officer; Secretary; Director	________
David Okonkwo	Chief Financial Officer	________
Seat	Director	Designation
Seat 1	Naveen Raghavan	Common Stock designee
Seat 2	Claire Whitmore	Common Stock designee
Seat 3	Thomas Brennan (Managing Director, Ridgeline Capital Partners, LLC)	Series A Preferred Stock designee
Seat 4	Priya Deshmukh (Partner, Granite Peak Ventures, LP) — newly appointed	Series B Preferred Stock designee
Seat 5	To be mutually agreed by the Company and the Investors	Independent Director

OFFICER'S CERTIFICATE AND SECRETARY'S CERTIFICATE OF SKYBRIDGE FINTECH LTD.
Delivered Pursuant to Section 5.3 of the Series B Preferred Stock Purchase Agreement dated July 18, 2022
July 18, 2022
Prepared by:
Calderwood & Harkness LLP 919 N. Market Street, Suite 1500 Wilmington, DE 19801
Matter Number: 1009-00002
PART I
OFFICER'S CERTIFICATE
1. Introductory Paragraph
The undersigned, David Okonkwo, hereby certifies that he is the duly elected and acting Chief Financial Officer of Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal executive offices located at 1600 Market Street, Suite 2200, Wilmington, Delaware 19801, and bearing Federal Employer Identification Number 84-3291057. The undersigned delivers this Officer's Certificate (this "Certificate") pursuant to Section 5.3 of that certain Series B Preferred Stock Purchase Agreement, dated as of July 18, 2022 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and among the Company and each of the purchasers identified on the signature pages thereto (collectively, the "Purchasers"), namely Granite Peak Ventures, LP, Ridgeline Capital Partners, LLC, and Solstice Growth Fund I, LP.
The undersigned is an authorized officer of the Company and delivers this Certificate solely in his capacity as Chief Financial Officer of the Company and on behalf of the Company, and not in his individual or personal capacity. The undersigned shall have no personal liability whatsoever with respect to any of the certifications, representations, or statements set forth herein, each of which is made solely on behalf of the Company.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement. All references herein to "Closing" or the "Closing Date" shall mean July 18, 2022, the date of the closing of the transactions contemplated by the Purchase Agreement.
2. Certification Regarding Representations and Warranties
(a) The undersigned hereby certifies, on behalf of the Company, that all representations and warranties of the Company contained in Article II of the Purchase Agreement (including, without limitation, all representations and warranties set forth in Sections 2.1 through 2.24 thereof) are true and correct in all material respects as of the date of the Purchase Agreement and as of the Closing Date (July 18, 2022), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly speaks as of a specific date or period, in which case such representation or warranty shall be true and correct in all material respects as of such specific date or period. With respect to any representation or warranty that is qualified by "materiality," "Material Adverse Effect," or similar qualifiers, such representation or warranty is true and correct in all respects (without giving effect to any such materiality or Material Adverse Effect qualifier for purposes of determining the accuracy thereof) as of the date of the Purchase Agreement and as of the Closing Date, or, in the case of representations and warranties that expressly speak as of a specific date, as of such specific date.
The foregoing certification is made with reference to, and is subject to and qualified by, the Disclosure Schedule delivered by the Company to the Purchasers in connection with the execution and delivery of the Purchase Agreement, including all schedules and supplements thereto, which Disclosure Schedule was delivered concurrently with the execution and delivery of the Purchase Agreement and is incorporated by reference into such representations and warranties as though fully set forth therein.
3. Certification Regarding Conditions to Closing
(b) The undersigned hereby certifies, on behalf of the Company, that all conditions precedent to the obligations of the Purchasers to consummate the transactions contemplated by the Purchase Agreement that are required to be satisfied or performed by the Company on or prior to the Closing Date have been duly and fully satisfied or, where applicable, have been waived in writing by the applicable Purchasers, including, without limitation, each of the following:
(i) Filing of Amended and Restated Certificate of Incorporation. The Company has duly adopted, and the requisite stockholders of the Company have duly approved, the Amended and Restated Certificate of Incorporation of the Company in the form attached hereto as Exhibit A to the Secretary's Certificate set forth in Part II of this Certificate. The Amended and Restated Certificate of Incorporation shall be filed with the Secretary of State of the State of Delaware on July 29, 2022, upon the release of the escrowed closing funds pursuant to the escrow arrangements described in clause (viii) below. All requisite corporate approvals for such filing have been obtained, and the Company has authorized and directed its counsel, Calderwood & Harkness LLP, to effect such filing promptly upon release of the escrow funds.
(ii) Amended and Restated Investors' Rights Agreement. The Company has duly executed and delivered to each of the Purchasers, and to each of the other parties thereto, the Amended and Restated Investors' Rights Agreement, dated as of the Closing Date, in the form negotiated and agreed upon by the parties in connection with the Purchase Agreement.
(iii) Amended and Restated Right of First Refusal and Co-Sale Agreement. The Company has duly executed and delivered to each of the Purchasers, and to each of the other parties thereto, the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the Closing Date, in the form negotiated and agreed upon by the parties in connection with the Purchase Agreement.
(iv) Amended and Restated Voting Agreement. The Company has duly executed and delivered to each of the Purchasers, and to each of the other parties thereto, the Amended and Restated Voting Agreement, dated as of the Closing Date, in the form negotiated and agreed upon by the parties in connection with the Purchase Agreement, which Voting Agreement sets forth the composition of the Board of Directors of the Company following the Closing as described herein and in the Secretary's Certificate.
(v) Legal Opinion of Issuer's Counsel. Calderwood & Harkness LLP, as counsel to the Company, has delivered to each of the Purchasers its written legal opinion, dated as of the Closing Date, addressed to the Purchasers, in form and substance reasonably satisfactory to the Purchasers and their counsel, covering the matters required by Section 5.5 of the Purchase Agreement.
(vi) Officer's Certificate and Secretary's Certificate. The Company has caused to be delivered to the Purchasers this Officer's Certificate and the Secretary's Certificate set forth in Part II hereof, each dated as of the Closing Date and duly executed by the appropriate officers of the Company, certifying as to the matters required by Section 5.3 of the Purchase Agreement.
(vii) Directors' and Officers' Liability Insurance. The Company has obtained and placed in effect a directors' and officers' liability insurance policy issued by Ironclad Specialty Insurance Co. (the "D&O Policy") with coverage limits of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate, which D&O Policy includes a six (6)-year tail coverage provision providing for extended reporting period coverage following any change of control, acquisition, or similar transaction involving the Company. The annual premium for the D&O Policy is Thirty-Eight Thousand Five Hundred Dollars ($38,500). Evidence of such insurance coverage, including a certificate of insurance and a copy of the binder or policy declarations page, has been delivered to the Purchasers.
(viii) Escrow Arrangements. The Company has duly executed escrow arrangements with Pinnacle National Bank, N.A., a national banking association, as escrow agent (the "Escrow Agent"), for the receipt, holding, and disbursement of the aggregate closing funds in connection with the transactions contemplated by the Purchase Agreement. The Purchasers have deposited or caused to be deposited their respective portions of the aggregate purchase price into escrow with the Escrow Agent, and the Escrow Agent shall release the escrowed funds to the Company upon confirmation of the filing of the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, which filing is expected to occur on July 29, 2022.
(ix) Payment of Purchasers' Counsel Fees and Expenses. The Company has agreed to pay or reimburse the reasonable fees and out-of-pocket expenses of Fenwick, Pratt & Howell LLP, as counsel to the Purchasers, incurred in connection with the negotiation, documentation, and closing of the transactions contemplated by the Purchase Agreement, in an amount not to exceed Seventy-Five Thousand Dollars ($75,000), such payment to be made at or promptly following the Closing from the closing proceeds.
(x) Management Rights Letter. The Company has duly executed and delivered to Granite Peak Ventures, LP a Management Rights Letter, dated as of the Closing Date, in a form reasonably satisfactory to Granite Peak Ventures, LP and its counsel, granting management rights as contemplated by 29 C.F.R. § 2510.3-101(d)(3)(ii) and as required by the limited partnership agreement of Granite Peak Ventures, LP for purposes of qualifying its investment in the Company as a "venture capital operating company" investment under applicable regulations of the U.S. Department of Labor.
(xi) Authorization and Issuance of Series B Preferred Stock. The Company has duly authorized the creation, issuance, and sale of Seven Million Five Hundred Thousand (7,500,000) shares of Series B Preferred Stock at a purchase price of Six Dollars ($6.00) per share, for aggregate gross proceeds of Forty-Five Million Dollars ($45,000,000). All such shares, when issued and paid for in accordance with the Purchase Agreement, will be duly authorized, validly issued, fully paid, and non-assessable, and will be free and clear of all liens, encumbrances, and restrictions on transfer, other than restrictions on transfer arising under the Purchase Agreement, the Amended and Restated Investors' Rights Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement, the Amended and Restated Voting Agreement, and applicable federal and state securities laws.
4. Certification Regarding No Material Adverse Effect
(c) The undersigned hereby certifies, on behalf of the Company, that since March 31, 2022 (being the date of the Company's most recent audited and unaudited financial statements provided to the Purchasers in connection with the Purchase Agreement, which financial statements reflect last-twelve-months annual recurring revenue ("LTM ARR") of Eighteen Million Six Hundred Thousand Dollars ($18,600,000)), there has been no event, occurrence, development, circumstance, condition, change, or state of circumstances or facts that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, there has been no material adverse change in the assets, liabilities (whether absolute, accrued, contingent, or otherwise), financial condition, results of operations, business, properties, prospects, or operations of the Company since March 31, 2022.
For purposes of this Certificate, the term "Material Adverse Effect" has the meaning assigned to such term in Section 1.1 of the Purchase Agreement.
5. Certification Regarding Capitalization
The undersigned hereby certifies, on behalf of the Company, that, immediately prior to the Closing, the Company's capitalization on a fully diluted basis consists of an aggregate of Twenty-Three Million Four Hundred Thousand (23,400,000) shares, comprised of the following:
Upon consummation of the Series B financing contemplated by the Purchase Agreement and the issuance of Seven Million Five Hundred Thousand (7,500,000) shares of Series B Preferred Stock to the Purchasers, the Company's post-closing capitalization on a fully diluted basis shall consist of an aggregate of Thirty Million Nine Hundred Thousand (30,900,000) shares.
The undersigned further certifies that, in connection with the Series B financing, the Board of Directors has approved an increase in the number of shares reserved for issuance under the Company's 2018 Equity Incentive Plan by One Million Six Hundred Thirty-Five Thousand (1,635,000) shares, bringing the total option pool to Four Million Six Hundred Thirty-Five Thousand (4,635,000) shares, which represents fifteen percent (15%) of the post-closing fully diluted share count of 30,900,000 shares. Following such increase, and giving effect to the 2,100,000 options currently outstanding, Two Million Five Hundred Thirty-Five Thousand (2,535,000) shares will be available for future issuance under the 2018 Equity Incentive Plan.
The capitalization table set forth above is consistent in all respects with the capitalization representations and warranties set forth in Section 2.3 of the Purchase Agreement and the capitalization table previously provided to the Purchasers, and no shares of capital stock or other equity securities of the Company have been issued, and no options, warrants, or other rights to acquire shares of capital stock or other equity securities of the Company have been granted, since the date of the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
SKYBRIDGE FINTECH LTD.
By: ________
Name: David Okonkwo
Title: Chief Financial Officer
Date: July 18, 2022
PART II
SECRETARY'S CERTIFICATE
7. Introductory Paragraph
The undersigned, Claire Whitmore, hereby certifies that she is the duly appointed and acting Secretary of Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal executive offices located at 1600 Market Street, Suite 2200, Wilmington, Delaware 19801. The undersigned also serves as the Co-Founder and Chief Technology Officer of the Company and, in her capacity as Secretary, delivers this Secretary's Certificate (this "Secretary's Certificate") pursuant to Section 5.3 of that certain Series B Preferred Stock Purchase Agreement, dated as of July 18, 2022 (the "Purchase Agreement"), by and among the Company and the Purchasers named therein, namely Granite Peak Ventures, LP, Ridgeline Capital Partners, LLC, and Solstice Growth Fund I, LP (collectively, the "Purchasers").
The undersigned is a duly authorized officer of the Company and delivers this Secretary's Certificate in her capacity as Secretary of the Company and on behalf of the Company, and not in her individual or personal capacity. The undersigned has access to the corporate books and records of the Company and has reviewed such books and records as necessary to make the certifications set forth herein. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
8. Certification Regarding Certificate of Incorporation
(i) Attached hereto as Exhibit A is a true, complete, and correct copy of the Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd. (the "Restated Certificate"), as duly adopted by the Board of Directors of the Company and approved by the requisite stockholders of the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL"), including Sections 228, 242, and 245 thereof. The Restated Certificate shall be filed with the Secretary of State of the State of Delaware on July 29, 2022, upon the release of the escrowed closing funds pursuant to the escrow arrangements with Pinnacle National Bank, N.A. described in the Officer's Certificate set forth in Part I hereof.
The Restated Certificate, among other things:
(A) Authorizes the issuance of Thirty Million (30,000,000) shares of Common Stock, par value $0.0001 per share;
(B) Authorizes the issuance of Fifteen Million Five Hundred Thousand (15,500,000) shares of Preferred Stock, par value $0.0001 per share, designated as follows:
(1) Series Seed Preferred Stock: Three Million (3,000,000) shares of Series Seed Preferred Stock, with an Original Issue Price of $0.50 per share, an aggregate liquidation preference of One Million Five Hundred Thousand Dollars ($1,500,000), a six percent (6%) non-cumulative dividend preference (when and if declared by the Board of Directors), a conversion ratio of 1:1 (subject to adjustment), and weighted-average broad-based anti-dilution protection;
(2) Series A Preferred Stock: Five Million (5,000,000) shares of Series A Preferred Stock, with an Original Issue Price of $2.00 per share, an aggregate liquidation preference of Ten Million Dollars ($10,000,000), a six percent (6%) non-cumulative dividend preference (when and if declared by the Board of Directors), a conversion ratio of 1:1 (subject to adjustment), and weighted-average broad-based anti-dilution protection; and
(3) Series B Preferred Stock: Seven Million Five Hundred Thousand (7,500,000) shares of Series B Preferred Stock, with an Original Issue Price of $6.00 per share, an aggregate liquidation preference of Forty-Five Million Dollars ($45,000,000), an eight percent (8%) non-cumulative dividend preference (when and if declared by the Board of Directors), a conversion ratio of 1:1 (subject to adjustment), and weighted-average broad-based anti-dilution protection;
(C) Establishes an aggregate senior liquidation preference across all series of Preferred Stock of Fifty-Six Million Five Hundred Thousand Dollars ($56,500,000);
(D) Provides for a non-participating preferred structure, such that upon any liquidation, dissolution, or winding up of the Company (or any Deemed Liquidation Event, as defined therein), each holder of Preferred Stock shall be entitled to receive, prior and in preference to any distribution to the holders of Common Stock, an amount equal to the applicable Original Issue Price per share, plus any declared but unpaid dividends thereon, or, at the election of such holder, such holder may convert its shares of Preferred Stock into Common Stock and participate with the holders of Common Stock on an as-converted basis;
(E) Includes protective provisions requiring the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series B Preferred Stock (voting as a separate class on an as-converted basis) for certain enumerated matters, including without limitation: (I) any capital expenditure or commitment therefor in excess of Five Million Dollars ($5,000,000) in any fiscal year, (II) the incurrence of any indebtedness (other than trade payables and equipment financing in the ordinary course of business) in excess of Three Million Dollars ($3,000,000), and (III) any increase in the size of the equity incentive option pool beyond fifteen percent (15%) of the post-closing fully diluted shares of the Company.
No amendments, supplements, restatements, or other modifications have been made to the Restated Certificate since its adoption by the Board of Directors and approval by the requisite stockholders, and the Restated Certificate, upon filing with the Delaware Secretary of State, will be in full force and effect. The Company was originally incorporated under the laws of the State of Delaware on March 14, 2018, under the name "Skybridge Fintech Ltd."
9. Certification Regarding Bylaws
(ii) Attached hereto as Exhibit B is a true, complete, and correct copy of the Bylaws of Skybridge Fintech Ltd. (the "Bylaws"), as currently in effect as of the Closing Date. The Bylaws have not been amended, modified, restated, or supplemented since February 8, 2019, the date of the last amendment thereto, and remain in full force and effect as of the Closing Date. No action has been taken by the Board of Directors, the stockholders, or any committee of the Board of Directors to amend, modify, or repeal the Bylaws or any provision thereof, and no such action is currently contemplated.
10. Certification Regarding Board Resolutions
(iii) Attached hereto as Exhibit C is a true, complete, and correct copy of the Unanimous Written Consent of the Board of Directors of Skybridge Fintech Ltd. in Lieu of Special Meeting (the "Board Consent"), dated July 18, 2022, adopted in accordance with Section 141(f) of the DGCL and the Bylaws of the Company. The Board Consent was duly executed by all members of the Board of Directors of the Company as constituted on such date, being the following individuals:
•  Naveen Raghavan, Co-Founder and Chief Executive Officer of the Company, serving as a Common Stock designee on the Board of Directors;
•  Claire Whitmore, Co-Founder and Chief Technology Officer of the Company, serving as a Common Stock designee on the Board of Directors; and
•  Thomas Brennan, Managing Director of Ridgeline Capital Partners, LLC, serving as the Series A Preferred Stock designee on the Board of Directors.
The resolutions set forth in the Board Consent authorize, approve, and ratify, among other things, the following actions:
(a) The Series B Preferred Stock financing of the Company for aggregate gross proceeds of Forty-Five Million Dollars ($45,000,000) at a purchase price of Six Dollars ($6.00) per share, resulting in the issuance of Seven Million Five Hundred Thousand (7,500,000) shares of Series B Preferred Stock to the Purchasers in accordance with the terms and conditions of the Purchase Agreement;
(b) The execution and delivery by the Company of each of the following transaction documents: (I) the Series B Preferred Stock Purchase Agreement, (II) the Amended and Restated Investors' Rights Agreement, (III) the Amended and Restated Right of First Refusal and Co-Sale Agreement, and (IV) the Amended and Restated Voting Agreement, in each case in the form presented to and reviewed by the Board of Directors;
(c) The filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, such filing to occur on July 29, 2022, upon release of escrowed closing funds;
(d) The increase of the number of shares of Common Stock reserved for issuance under the Company's 2018 Equity Incentive Plan by One Million Six Hundred Thirty-Five Thousand (1,635,000) shares, bringing the total option pool to Four Million Six Hundred Thirty-Five Thousand (4,635,000) shares, which amount represents fifteen percent (15%) of the post-closing fully diluted share count of Thirty Million Nine Hundred Thousand (30,900,000) shares;
(e) The appointment of Priya Deshmukh, a Partner of Granite Peak Ventures, LP, to the Board of Directors of the Company, effective as of the Closing Date, to serve as the Series B Preferred Stock designee on the Board of Directors in accordance with the terms of the Amended and Restated Voting Agreement;
(f) The engagement of Pinnacle National Bank, N.A. as escrow agent for the receipt, holding, and disbursement of the aggregate purchase price in connection with the transactions contemplated by the Purchase Agreement, and the execution and delivery of an escrow agreement with Pinnacle National Bank, N.A. in connection therewith; and
(g) The authorization and empowerment of each of the officers of the Company, acting individually or collectively, to execute and deliver all ancillary documents, agreements, instruments, and certificates, and to take all actions and perform all acts, as such officers may deem necessary, appropriate, or desirable to effectuate and consummate the transactions contemplated by the Purchase Agreement and the other transaction documents, including without limitation the execution and delivery of this Officer's Certificate and Secretary's Certificate.
The resolutions set forth in the Board Consent have not been rescinded, amended, modified, supplemented, or revoked in any respect, and remain in full force and effect as of the date hereof. No other or further corporate action on the part of the Board of Directors or the stockholders of the Company is required to authorize the execution, delivery, and performance of the Purchase Agreement or any of the other transaction documents, or the consummation of the transactions contemplated thereby.
11. Certification Regarding Incumbency and Specimen Signatures
(iv) The following persons are the duly elected or appointed officers of Skybridge Fintech Ltd. as of the date hereof, each holding the office set forth opposite his or her respective name below, and the signature appearing opposite each such person's name is the true, correct, and genuine signature of such person:
Each of the foregoing officers has been duly authorized by the Board of Directors of the Company to execute and deliver the Purchase Agreement and each of the other transaction documents contemplated thereby on behalf of the Company, and to take all actions necessary or desirable in connection with the consummation of the transactions contemplated by the Purchase Agreement.
For the avoidance of doubt, David Okonkwo joined the Company as Chief Financial Officer in January 2021 and currently holds Six Hundred Thousand (600,000) shares of Common Stock of the Company, subject to the Company's standard four (4)-year vesting schedule with a one (1)-year cliff (twenty-five percent (25%) of such shares vesting on the first anniversary of the vesting commencement date, with the remainder vesting in equal monthly installments over the following thirty-six (36) months), pursuant to a Restricted Stock Purchase Agreement between Mr. Okonkwo and the Company.
12. Certification Regarding Good Standing
(v) Attached hereto as Exhibit D is a Certificate of Good Standing (or Certificate of Status) for Skybridge Fintech Ltd. issued by the Secretary of State of the State of Delaware (the "Good Standing Certificate"), dated within five (5) business days of the Closing Date (July 18, 2022). The Good Standing Certificate confirms that the Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and that all franchise taxes due and owing as of the date of the Good Standing Certificate have been paid.
The undersigned hereby further confirms that the Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted and as proposed to be conducted.
13. Certification Regarding No Conflicts
The undersigned further certifies that, to her knowledge after due inquiry, the execution and delivery by the Company of the Purchase Agreement, the Amended and Restated Investors' Rights Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement, the Amended and Restated Voting Agreement, and each of the other transaction documents contemplated thereby, and the consummation of the transactions contemplated thereby, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, the Amended and Restated Certificate of Incorporation or the Bylaws of the Company, each as currently in effect and as proposed to be amended and restated;
(b) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, modification, or acceleration under, or result in the creation of any lien, security interest, or other encumbrance upon any of the assets or properties of the Company pursuant to, any material contract, agreement, indenture, mortgage, lease, license, permit, or other instrument or obligation to which the Company is a party or by which the Company or any of its assets or properties is bound; or
(c) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any court, arbitrator, or governmental, administrative, or regulatory authority or body applicable to the Company or by which any of its assets or properties is bound.
14. Post-Closing Board Composition
The undersigned further certifies that, upon the Closing and giving effect to the transactions contemplated by the Purchase Agreement and the appointment described in Section 10(e) above, the Board of Directors of the Company shall consist of the following five (5) members, as provided for in and governed by the terms of the Amended and Restated Voting Agreement:
The independent director designated for Seat 5 shall be mutually agreed upon by the Company (acting through the holders of Common Stock entitled to vote on such designation) and the Investors (as defined in the Amended and Restated Voting Agreement) within ninety (90) days following the Closing Date (i.e., on or before October 27, 2022). Pending such appointment, Seat 5 shall remain vacant and the Board of Directors shall consist of the four (4) members identified above for Seats 1 through 4.
15. Additional Certifications
The undersigned further certifies, on behalf of the Company, as follows:
Transfer Agent. The transfer agent and registrar for the capital stock of the Company is Ledgermark Transfer Services, Inc., located at 250 Royall Street, Canton, Massachusetts 02021 (the "Transfer Agent"). The Transfer Agent has been duly instructed by the Company to issue stock certificates (or, if applicable, book-entry statements) representing the Seven Million Five Hundred Thousand (7,500,000) shares of Series B Preferred Stock to the Purchasers, in the respective amounts set forth in the Purchase Agreement, upon release of the escrowed closing funds on July 29, 2022. The Transfer Agent has been provided with irrevocable instructions to process such issuances and to make appropriate notations in the stock ledger of the Company reflecting the issuance of the Series B Preferred Stock, subject to receipt of appropriate documentation from the Company and the Escrow Agent.
Independent Auditors. The Company's independent auditors are Whitfield & Hesse CPAs LLP, located at 300 Delaware Avenue, Suite 900, Wilmington, Delaware 19801. Whitfield & Hesse CPAs LLP has served as the independent auditors of the Company since the fiscal year ended December 31, 2019, and has issued unqualified audit opinions with respect to the Company's financial statements for each fiscal year through and including the fiscal year ended December 31, 2021.
Placement Agent. The Company's placement agent for the Series B financing is Compass Bridge Advisory Group LLC, located at 75 Ashbury Asset Advisors, Suite 2400, Boston, Massachusetts 02109, with Lena Kowalski, Managing Director, serving as the primary point of contact for the engagement (the "Placement Agent"). Pursuant to the terms of the engagement letter between the Company and the Placement Agent, the Placement Agent is entitled to receive a placement fee equal to two percent (2.0%) of the aggregate gross proceeds of the Series B financing, which fee is equal to Nine Hundred Thousand Dollars ($900,000), payable at the Closing from the gross proceeds of the Series B financing. Other than the Placement Agent, the Company has not engaged any broker, finder, or investment banker in connection with the transactions contemplated by the Purchase Agreement, and no other person is entitled to any brokerage commission, finder's fee, or similar compensation in connection therewith.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.
SKYBRIDGE FINTECH LTD.
By: ________
Name: Claire Whitmore
Title: Secretary (and Co-Founder & Chief Technology Officer)
Date: July 18, 2022
EXHIBITS
EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SKYBRIDGE FINTECH LTD.
This Exhibit A contains the full text of the Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd., as adopted by the Board of Directors and approved by the requisite stockholders of the Company, to be filed with the Secretary of State of the State of Delaware on July 29, 2022 upon the release of escrowed closing funds.
The Amended and Restated Certificate of Incorporation authorizes the following capital stock of the Company:
•  Common Stock: 30,000,000 shares, par value $0.0001 per share
•  Preferred Stock: 15,500,000 shares, par value $0.0001 per share, designated as follows:
•  3,000,000 shares of Series Seed Preferred Stock (OIP: $0.50/share)
•  5,000,000 shares of Series A Preferred Stock (OIP: $2.00/share)
•  7,500,000 shares of Series B Preferred Stock (OIP: $6.00/share)
[Full text of the Amended and Restated Certificate of Incorporation follows this cover page.]
EXHIBIT B
BYLAWS OF SKYBRIDGE FINTECH LTD.
This Exhibit B contains a true, complete, and correct copy of the Bylaws of Skybridge Fintech Ltd. as currently in effect as of the Closing Date (July 18, 2022). The Bylaws have not been amended, modified, or supplemented since February 8, 2019 and remain in full force and effect.
[Full text of the Bylaws follows this cover page.]
EXHIBIT C
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SKYBRIDGE FINTECH LTD. IN LIEU OF SPECIAL MEETING
Dated: July 18, 2022
This Exhibit C contains a true, complete, and correct copy of the Unanimous Written Consent of the Board of Directors of Skybridge Fintech Ltd. in Lieu of Special Meeting, dated July 18, 2022, adopted pursuant to Section 141(f) of the Delaware General Corporation Law and executed by all members of the Board of Directors as of such date:
•  Naveen Raghavan, Co-Founder & Chief Executive Officer; Director
•  Claire Whitmore, Co-Founder & Chief Technology Officer; Secretary; Director
•  Thomas Brennan, Managing Director, Ridgeline Capital Partners, LLC; Director
[Full text of the Unanimous Written Consent follows this cover page.]
EXHIBIT D
CERTIFICATE OF GOOD STANDING OF SKYBRIDGE FINTECH LTD.
Issued by the Secretary of State of the State of Delaware
This Exhibit D contains a Certificate of Good Standing (Certificate of Status) for Skybridge Fintech Ltd. issued by the Secretary of State of the State of Delaware, dated within five (5) business days of July 18, 2022, confirming that the Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.
[Certificate of Good Standing follows this cover page.]
Category | Shares | Additional Detail
Common Stock outstanding | 12,400,000 | Issued and outstanding
Series Seed Preferred Stock outstanding | 3,000,000 | Original Issue Price: $0.50/share
Series A Preferred Stock outstanding | 5,000,000 | Original Issue Price: $2.00/share
Options outstanding under 2018 Equity Incentive Plan | 2,100,000 | Weighted-average exercise price: $1.15/share
Options available for future grant under 2018 Equity Incentive Plan | 900,000 | Unallocated shares remaining in option pool
Total (Pre-Closing Fully Diluted) | 23,400,000
Name | Title | Specimen Signature
Naveen Raghavan | Co-Founder & Chief Executive Officer; Director | ________
Claire Whitmore | Co-Founder & Chief Technology Officer; Secretary; Director | ________
David Okonkwo | Chief Financial Officer | ________
Seat | Director | Designation
Seat 1 | Naveen Raghavan | Common Stock designee
Seat 2 | Claire Whitmore | Common Stock designee
Seat 3 | Thomas Brennan (Managing Director, Ridgeline Capital Partners, LLC) | Series A Preferred Stock designee
Seat 4 | Priya Deshmukh (Partner, Granite Peak Ventures, LP) — newly appointed | Series B Preferred Stock designee
Seat 5 | To be mutually agreed by the Company and the Investors | Independent Director

OFFICER'S CERTIFICATE AND SECRETARY'S CERTIFICATE OF SKYBRIDGE FINTECH LTD.

OFFICER'S CERTIFICATE

SKYBRIDGE FINTECH LTD.

PART II

SECRETARY'S CERTIFICATE

SKYBRIDGE FINTECH LTD.

EXHIBITS

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SKYBRIDGE FINTECH LTD.

EXHIBIT B

BYLAWS OF SKYBRIDGE FINTECH LTD.

EXHIBIT C

EXHIBIT D

CERTIFICATE OF GOOD STANDING OF SKYBRIDGE FINTECH LTD.

Record

Parties

Dates

Amounts