1009-00002 · Client 1009 · Closing

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CALDERWOOD & HARKNESS LLP Attorneys at Law

919 N. Market Street, Suite 1500 Wilmington, Delaware 19801

Telephone: (302) 555-7800 Facsimile: (302) 555-7801 www.calderwoodharkness.com

July 18, 2022

Granite Peak Ventures, LP 350 Sand Hill Road, Suite 180 Menlo Park, California 94025

Ridgeline Capital Partners, LLC 200 Clarendon Street, 40th Floor Boston, Massachusetts 02116

Solstice Growth Fund I, LP 600 Travis Street, Suite 3100 Houston, Texas 77002

(each, a "Purchaser" and collectively, the "Purchasers")

Ladies and Gentlemen:

We have acted as counsel to Skybridge Fintech Ltd., a Delaware corporation (the "Company"), in connection with the issuance and sale by the Company of 7,500,000 shares of Series B Preferred Stock, par value $0.0001 per share (the "Shares"), at a purchase price of $6.00 per share, for aggregate gross proceeds of $45,000,000 (the "Financing"), pursuant to 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 listed on the Schedule of Purchasers attached thereto. This opinion is delivered to you pursuant to Section 6.6 of the Purchase Agreement as a condition to the closing of the Financing. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.

This opinion is being delivered to the Purchasers at the closing of the Financing (the "Closing"), which is occurring contemporaneously with the delivery of this letter. We understand that the Purchasers are relying on the opinions set forth herein in consummating the transactions contemplated by the Purchase Agreement and the other Transaction Documents (as defined below).

1. Defined Terms; Transaction Documents Reviewed

In connection with rendering the opinions set forth in Section 4 below, we have reviewed executed counterparts or conformed copies of the following documents (collectively, the "Transaction Documents"):

(a) The Series B Preferred Stock Purchase Agreement, dated as of July 18, 2022, by and among the Company and the Purchasers listed on the Schedule of Purchasers attached thereto (the "Purchase Agreement");

(b) The Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd. (the "Restated Certificate"), in the form approved by the Board of Directors and stockholders of the Company, to be filed with the Secretary of State of the State of Delaware on or about July 29, 2022;

(c) The Amended and Restated Investors' Rights Agreement, dated as of July 18, 2022, by and among the Company and the investors listed on the schedules thereto (the "IRA");

(d) The Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of July 18, 2022, by and among the Company, certain stockholders of the Company, and the investors listed on the schedules thereto (the "ROFR Agreement");

(e) The Amended and Restated Voting Agreement, dated as of July 18, 2022, by and among the Company, certain stockholders of the Company, and the investors listed on the schedules thereto (the "Voting Agreement"); and

(f) The Management Rights Letter, dated as of July 18, 2022, from the Company addressed to Granite Peak Ventures, LP (the "Management Rights Letter").

As used herein, the term "Shares" refers to the 7,500,000 shares of Series B Preferred Stock, par value $0.0001 per share, to be issued and sold by the Company to the Purchasers pursuant to the Purchase Agreement at the Closing.

As used herein, the term "Restated Certificate" refers to the Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd., which authorizes the following classes and series of capital stock: (i) 30,000,000 shares of Common Stock, par value $0.0001 per share; and (ii) 15,500,000 shares of Preferred Stock, par value $0.0001 per share, consisting of 3,000,000 shares designated as Series Seed Preferred Stock, 5,000,000 shares designated as Series A Preferred Stock, and 7,500,000 shares designated as Series B Preferred Stock, for a total of 45,500,000 authorized shares of all classes and series.

2. Documents and Records Examined

In rendering the opinions set forth in Section 4 below, in addition to the Transaction Documents described in Section 1, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, records, certificates, and instruments:

(a) Executed counterparts of each of the Transaction Documents, in the forms described in Section 1 above;

(b) The Certificate of Incorporation of Skybridge Fintech Ltd., as originally filed with the Secretary of State of the State of Delaware on March 14, 2018, together with all amendments and restatements thereof through the date hereof, and the form of the Restated Certificate to be filed with the Secretary of State of the State of Delaware on or about July 29, 2022;

(d) The Unanimous Written Consent of the Board of Directors of the Company, dated as of July 18, 2022, approving the Financing, the issuance and sale of the Shares, the execution and delivery of the Transaction Documents, the filing of the Restated Certificate, and the other transactions contemplated thereby (the "Board Consent"), duly executed by each of Naveen Raghavan, Claire Whitmore, and Thomas Brennan, constituting all of the members of the Board of Directors of the Company as of such date;

(e) The Written Consent of the Stockholders of the Company, constituting the holders of the requisite number of outstanding shares of capital stock of the Company required to approve the Restated Certificate under the Delaware General Corporation Law and the Company's existing Certificate of Incorporation, approving the adoption and filing of the Restated Certificate and the increase in the size of the option pool under the Company's 2018 Equity Incentive Plan;

(f) A Certificate of Good Standing with respect to the Company issued by the Secretary of State of the State of Delaware, dated within five (5) business days of the date of the Closing (the "Good Standing Certificate");

(g) The Officer's Certificate of David Okonkwo, Chief Financial Officer of the Company, dated as of July 18, 2022, certifying as to certain factual matters relating to the Company and the transactions contemplated by the Transaction Documents (the "Officer's Certificate");

(h) The Secretary's Certificate of Claire Whitmore, acting in her capacity as Secretary of the Company, dated as of July 18, 2022, certifying as to the incumbency and authority of the officers of the Company executing the Transaction Documents and attaching copies of the Company's organizational documents and board and stockholder resolutions (the "Secretary's Certificate");

(i) The Company's 2018 Equity Incentive Plan, as amended to increase the share reserve by 1,635,000 shares to a total of 4,635,000 shares reserved for issuance thereunder, representing approximately fifteen percent (15%) of the 30,900,000 post-Closing fully diluted shares of the Company's capital stock;

(j) The stock records, stock ledger, and capitalization records of the Company, as maintained by Ledgermark Transfer Services, Inc., the Company's duly appointed transfer agent, including records of all issued and outstanding shares of capital stock of the Company as of the date immediately prior to the Closing; and

(k) Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.

As to questions of fact material to the opinions expressed herein, we have, to the extent we deemed appropriate, relied upon the representations and warranties of the Company contained in the Transaction Documents, the certificates of officers of the Company described above, and the Good Standing Certificate, without independent investigation or verification thereof.

3. Assumptions

In rendering the opinions set forth in Section 4 below, we have assumed, without independent investigation or verification, the following:

(a) The genuineness of all signatures on all documents and instruments examined by us (other than the signatures of authorized officers and representatives of the Company);

(b) The authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies, whether certified, photostatic, facsimile, or otherwise;

(c) The legal capacity and competence of all natural persons who have executed any of the Transaction Documents or any other documents or instruments reviewed by us;

(d) That each of the Purchasers has been duly organized or formed, as applicable, is validly existing and in good standing under the laws of its respective jurisdiction of organization or formation, and has all requisite organizational power and authority to conduct its business as presently conducted;

(e) That each of the Purchasers has full power and authority (organizational and otherwise) to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, and that all organizational action on the part of each Purchaser necessary for the authorization, execution, delivery, and performance of the Transaction Documents has been duly taken;

(f) That each of the Transaction Documents constitutes the legal, valid, and binding obligation of each party thereto other than the Company, enforceable against each such party in accordance with its respective terms, subject to the same qualifications and limitations set forth in Section 5.2 below;

(g) That the representations and warranties of the Purchasers set forth in the Purchase Agreement, including without limitation the representations and warranties regarding investment intent, accredited investor status, and access to information, are true and correct as of the date hereof and as of the date of the Closing;

(h) That the aggregate consideration for the Shares in the amount of $45,000,000 ($6.00 per share for 7,500,000 shares) has been or will be paid in full in cash by the Purchasers to the Company (or to Pinnacle National Bank, N.A., in its capacity as escrow agent pursuant to the escrow arrangements contemplated by the Purchase Agreement), and that such funds have been or will be released from escrow and delivered to the Company in accordance with such escrow arrangements and the terms of the Purchase Agreement;

(i) That the Restated Certificate will be duly filed with, and accepted for filing by, the Secretary of State of the State of Delaware on or about July 29, 2022, in the form reviewed by us and described in Section 1(b) above, and that the Restated Certificate will become effective upon such filing (or at such later effective time as may be specified therein);

(j) That stock certificates representing the Shares will be duly prepared, executed, and issued by Ledgermark Transfer Services, Inc., in its capacity as the Company's transfer agent, in proper form and bearing appropriate legends, upon the release of funds from escrow in accordance with the terms of the Purchase Agreement and the escrow arrangements described therein; and

(k) That no facts or circumstances exist that, despite reasonable investigation, are not known to us and that would alter or affect the opinions expressed herein.

4. Opinions

Based upon and subject to the foregoing, and subject further to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:

4.1 Due Incorporation and Good Standing

The Company is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware (the "DGCL"). The Company was originally incorporated in the State of Delaware on March 14, 2018, by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware. Based upon our review of the Company's organizational documents, the Board Consent, the Officer's Certificate, the Secretary's Certificate, and the Good Standing Certificate, the Company has all requisite corporate power and authority under the DGCL to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as described in the Transaction Documents. The registered office of the Company in the State of Delaware is located at 1600 Market Street, Suite 2200, Wilmington, Delaware 19801. We note that this opinion as to good standing is based solely on the Good Standing Certificate issued by the Secretary of State of the State of Delaware described in Section 2(f) above, and we express no opinion as to the Company's qualification to do business or good standing in any jurisdiction other than the State of Delaware.

4.2 Authorization and Filing of the Restated Certificate

The Restated Certificate has been duly authorized by all necessary corporate action on the part of the Company, including (i) the approval and adoption thereof by the Board of Directors of the Company, acting by unanimous written consent dated as of July 18, 2022, and (ii) the approval and adoption thereof by the holders of the requisite number of outstanding shares of each class and series of capital stock of the Company entitled to vote thereon, acting by written consent in lieu of a special meeting of stockholders in accordance with Section 228 of the DGCL. The form of the Restated Certificate, when filed with the Secretary of State of the State of Delaware in the form reviewed by us, will be in compliance with the applicable provisions of the DGCL, including Sections 242 and 245 thereof. The Restated Certificate duly provides for the authorization of the following classes and series of capital stock of the Company:

(a) Common Stock: 30,000,000 shares of Common Stock, par value $0.0001 per share;

(b) Series Seed Preferred Stock: 3,000,000 shares of Series Seed Preferred Stock, par value $0.0001 per share, with an Original Issue Price of $0.50 per share, having the rights, preferences, privileges, and restrictions set forth in the Restated Certificate;

(c) Series A Preferred Stock: 5,000,000 shares of Series A Preferred Stock, par value $0.0001 per share, with an Original Issue Price of $2.00 per share, having the rights, preferences, privileges, and restrictions set forth in the Restated Certificate; and

(d) Series B Preferred Stock: 7,500,000 shares of Series B Preferred Stock, par value $0.0001 per share, with an Original Issue Price of $6.00 per share, having the rights, preferences, privileges, and restrictions set forth in the Restated Certificate.

The total number of shares of Preferred Stock of all series authorized under the Restated Certificate is 15,500,000, and the total number of shares of all classes of capital stock authorized thereunder is 45,500,000.

4.3 Authorization, Valid Issuance, and Non-Assessability of the Shares

The 7,500,000 shares of Series B Preferred Stock constituting the Shares to be sold to the Purchasers pursuant to the Purchase Agreement have been duly authorized for issuance by the Restated Certificate and by the Board Consent dated as of July 18, 2022. When issued and delivered by the Company to the Purchasers against payment of the purchase price of $6.00 per share ($45,000,000 in the aggregate) in accordance with the terms and conditions of the Purchase Agreement, the Shares will be validly issued, fully paid, and non-assessable within the meaning of Section 152 of the DGCL. The issuance of the Shares is not subject to further approval of the Board of Directors or stockholders of the Company beyond the approvals already obtained.

The allocation of the Shares among the Purchasers, as set forth in the Schedule of Purchasers attached to the Purchase Agreement, is as follows:

Based upon our review of the Restated Certificate, the Bylaws of the Company, and the stock records and capitalization records of the Company maintained by Ledgermark Transfer Services, Inc., the Shares are not subject to any preemptive rights, rights of first refusal, or similar rights under the Restated Certificate or the Bylaws of the Company. To our knowledge, the Shares are not subject to any preemptive rights or similar rights under any agreement or instrument to which the Company is a party, except for the rights and restrictions set forth in the Transaction Documents themselves, including the ROFR Agreement and the Voting Agreement.

4.4 Due Authorization, Execution, and Delivery of Transaction Documents

Each of the Transaction Documents has been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board of Directors of the Company acting by the Board Consent dated as of July 18, 2022. Each of the Transaction Documents has been duly executed and delivered by authorized officers of the Company, namely Naveen Raghavan, in his capacity as Chief Executive Officer, and David Okonkwo, in his capacity as Chief Financial Officer, each of whom was duly authorized to execute and deliver the Transaction Documents on behalf of the Company pursuant to the Board Consent and in accordance with the Bylaws of the Company. Each of the Transaction Documents constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject to the qualifications set forth in Section 5.2 below.

4.5 No Conflicts

The execution, delivery, and performance by the Company of the Transaction Documents to which it is a party, and the issuance and sale of the Shares by the Company to the Purchasers in accordance with the terms of the Purchase Agreement, 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 that, with notice or lapse of time or both, would constitute a default) under, or result in the creation of any lien, charge, or encumbrance upon any of the properties or assets of the Company under, the Restated Certificate (assuming the due filing and effectiveness thereof) or the Bylaws of the Company, each as currently in effect;

(b) Violate any applicable provision of the Delaware General Corporation Law, or any other statute, rule, or regulation of the State of Delaware applicable to the Company that is, in our experience, typically applicable to transactions of the nature contemplated by the Transaction Documents and known to us to be applicable to the Company;

(c) To our knowledge, result in a violation of any order, judgment, injunction, writ, decree, or ruling of any court or governmental authority binding upon or applicable to the Company; or

(d) To our knowledge, result in a violation of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the acceleration of, or give rise to any right of termination, cancellation, or acceleration under, any material agreement, contract, indenture, mortgage, deed of trust, lease, license, or other instrument to which the Company is a party or by which the Company or any of its properties or assets may be bound.

4.6 No Governmental Consents Required (Delaware Law)

No consent, approval, authorization, order, registration, qualification, designation, declaration, or filing with any governmental authority of the State of Delaware is required on the part of the Company for the valid execution, delivery, and performance by the Company of the Transaction Documents, or for the valid offer, issuance, sale, and delivery of the Shares by the Company to the Purchasers in accordance with the terms of the Purchase Agreement, except for (i) the filing of the Restated Certificate with the Secretary of State of the State of Delaware, and (ii) such filings and notices as may be required under applicable federal and state securities laws and regulations (as to which we express no opinion herein). We note that we have not been asked to opine upon, and we express no opinion regarding, any consents, approvals, authorizations, registrations, qualifications, or filings that may be required under the laws of any jurisdiction other than the State of Delaware, including federal law.

5. Qualifications and Limitations

The opinions set forth in Section 4 above are subject to the following qualifications and limitations:

5.1 Scope of Law Covered

The opinions expressed herein are limited solely to the General Corporation Law of the State of Delaware (which includes the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting those laws), as in effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction or any other laws of the State of Delaware. Without limiting the generality of the foregoing, we express no opinion as to: (i) federal law, including federal securities laws; (ii) the securities or "blue sky" laws of any state, including the State of Delaware; (iii) federal, state, or local tax laws or regulations; (iv) federal or state antitrust laws; (v) federal, state, or local environmental laws; (vi) intellectual property laws (including patent, trademark, copyright, and trade secret laws); (vii) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any rules or regulations promulgated thereunder; (viii) federal or state banking laws or regulations; (ix) the laws of any state other than the State of Delaware (including the State of California, the Commonwealth of Massachusetts, and the State of Texas); or (x) any municipal, local, or other sub-state governmental laws, ordinances, or regulations.

5.2 Enforceability Qualification

The opinion expressed in Section 4.4 above regarding the enforceability of the Transaction Documents is subject to, limited by, and qualified in its entirety by:

(a) Applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally, as the same may be enacted, amended, or interpreted from time to time;

(b) General principles of equity (whether considered in a proceeding in equity or at law), including without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether enforceability is considered in a proceeding in equity or at law; and

(c) The discretion of the court before which any proceeding therefor may be brought, including the discretion of such court to deny or limit the availability of specific performance, injunctive relief, or other equitable remedies, and the possible judicial application of foreign laws or governmental actions affecting creditors' rights.

We express no opinion as to the enforceability of any particular provision of any Transaction Document, including without limitation any indemnification, contribution, penalty, limitation of liability, choice of law, choice of forum, jury trial waiver, or similar provision to the extent that the enforceability of any such provision may be limited by applicable law, equity, or public policy.

5.3 "To Our Knowledge" Qualification

Whenever a statement herein is qualified by the phrase "to our knowledge," "known to us," or words of similar import, such statement is limited to the actual, present, conscious knowledge of Miriam Calloway (Partner), Robert Jansen (Associate), and Amy Chesterton (Associate), each of Calderwood & Harkness LLP, who are the attorneys within this firm who have given substantive legal attention to the representation of the Company in connection with the Financing (Calderwood & Harkness LLP Matter No. 1009-00002). Such qualified statements do not include constructive knowledge, imputed knowledge, or knowledge that might be obtained through inquiry of, or investigation by, other attorneys within this firm or any other person. We have not undertaken any independent investigation, search, or inquiry of any public records, court dockets, governmental filings, or other public or non-public sources beyond the review of the documents and records described in Section 2 above for the purpose of rendering the opinions expressed herein.

5.4 Securities Laws Disclaimer

We express no opinion regarding compliance by the Company or any other person with federal or state securities laws or regulations in connection with the offer, issuance, or sale of the Shares, including without limitation the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any rules or regulations promulgated under the Securities Act or the Exchange Act by the U.S. Securities and Exchange Commission, or any state "blue sky" or securities laws, rules, or regulations. Without limiting the foregoing, we express no opinion regarding the availability of any exemption from the registration requirements of the Securities Act or any state securities laws with respect to the offer, issuance, or sale of the Shares, including without limitation any exemption under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated thereunder, or the exemptions provided by Section 18 of the Securities Act or any comparable state law provision.

5.5 Tax Disclaimer

We express no opinion regarding any federal, state, local, or foreign tax consequences of the transactions contemplated by the Transaction Documents, including without limitation any consequences arising under the Internal Revenue Code of 1986, as amended, or the laws of any state or local taxing jurisdiction. We have not been asked to opine upon, and this opinion does not address, the tax characterization of the Shares, the Financing, or any other aspect of the transactions contemplated by the Transaction Documents.

5.6 No Obligation to Update

This opinion is rendered as of the date hereof, and we express no opinion as to the effect of events occurring, or facts or circumstances coming to our attention, after the date hereof. We assume no obligation, and hereby disclaim any obligation, to update, revise, or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, any changes in applicable law (whether by legislative action, judicial decision, administrative interpretation, or otherwise) that may hereafter occur, or any other developments of any kind that may hereafter arise, regardless of their potential effect on the opinions expressed herein.

6. Reliance and Benefit

This opinion is rendered solely for the benefit of the Purchasers — namely, Granite Peak Ventures, LP, Ridgeline Capital Partners, LLC, and Solstice Growth Fund I, LP — and their respective legal counsel, Fenwick, Pratt & Howell LLP, in connection with the Financing and the transactions contemplated by the Transaction Documents. Fenwick, Pratt & Howell LLP may rely on this opinion in its capacity as counsel to the Purchasers in connection with the Financing.

This opinion may not be relied upon by, quoted by, or furnished or delivered to, any other person or entity without our prior written consent in each instance, except as specifically provided herein. Without limiting the foregoing, this opinion may not be quoted, referred to, or included in any public filing, public document, offering memorandum, prospectus, registration statement, or similar document without our prior written consent.

No person or entity other than the Purchasers and Fenwick, Pratt & Howell LLP shall be entitled to rely on this opinion, and no attorney-client relationship exists or shall be deemed to exist between this firm and any of the Purchasers or their counsel by reason of the rendering of this opinion.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Miriam Calloway Partner

Calderwood & Harkness LLP 919 N. Market Street, Suite 1500 Wilmington, Delaware 19801 Telephone: (302) 555-7800

Email: mcalloway@calderwoodharkness.com

cc: Naveen Raghavan, Chief Executive Officer, Skybridge Fintech Ltd. David Okonkwo, Chief Financial Officer, Skybridge Fintech Ltd. Fenwick, Pratt & Howell LLP (Purchasers' Counsel)

Purchaser	Number of Shares	Aggregate Purchase Price
Granite Peak Ventures, LP	5,000,000	$30,000,000
Ridgeline Capital Partners, LLC	1,666,667	$10,000,000
Solstice Growth Fund I, LP	833,333	$5,000,000
Total	7,500,000	$45,000,000

CALDERWOOD & HARKNESS LLP Attorneys at Law
919 N. Market Street, Suite 1500 Wilmington, Delaware 19801
Telephone: (302) 555-7800 Facsimile: (302) 555-7801 www.calderwoodharkness.com
July 18, 2022
Granite Peak Ventures, LP 350 Sand Hill Road, Suite 180 Menlo Park, California 94025
Ridgeline Capital Partners, LLC 200 Clarendon Street, 40th Floor Boston, Massachusetts 02116
Solstice Growth Fund I, LP 600 Travis Street, Suite 3100 Houston, Texas 77002
(each, a "Purchaser" and collectively, the "Purchasers")
Ladies and Gentlemen:
We have acted as counsel to Skybridge Fintech Ltd., a Delaware corporation (the "Company"), in connection with the issuance and sale by the Company of 7,500,000 shares of Series B Preferred Stock, par value $0.0001 per share (the "Shares"), at a purchase price of $6.00 per share, for aggregate gross proceeds of $45,000,000 (the "Financing"), pursuant to 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 listed on the Schedule of Purchasers attached thereto. This opinion is delivered to you pursuant to Section 6.6 of the Purchase Agreement as a condition to the closing of the Financing. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
This opinion is being delivered to the Purchasers at the closing of the Financing (the "Closing"), which is occurring contemporaneously with the delivery of this letter. We understand that the Purchasers are relying on the opinions set forth herein in consummating the transactions contemplated by the Purchase Agreement and the other Transaction Documents (as defined below).
1. Defined Terms; Transaction Documents Reviewed
In connection with rendering the opinions set forth in Section 4 below, we have reviewed executed counterparts or conformed copies of the following documents (collectively, the "Transaction Documents"):
(a) The Series B Preferred Stock Purchase Agreement, dated as of July 18, 2022, by and among the Company and the Purchasers listed on the Schedule of Purchasers attached thereto (the "Purchase Agreement");
(b) The Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd. (the "Restated Certificate"), in the form approved by the Board of Directors and stockholders of the Company, to be filed with the Secretary of State of the State of Delaware on or about July 29, 2022;
(c) The Amended and Restated Investors' Rights Agreement, dated as of July 18, 2022, by and among the Company and the investors listed on the schedules thereto (the "IRA");
(d) The Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of July 18, 2022, by and among the Company, certain stockholders of the Company, and the investors listed on the schedules thereto (the "ROFR Agreement");
(e) The Amended and Restated Voting Agreement, dated as of July 18, 2022, by and among the Company, certain stockholders of the Company, and the investors listed on the schedules thereto (the "Voting Agreement"); and
(f) The Management Rights Letter, dated as of July 18, 2022, from the Company addressed to Granite Peak Ventures, LP (the "Management Rights Letter").
As used herein, the term "Shares" refers to the 7,500,000 shares of Series B Preferred Stock, par value $0.0001 per share, to be issued and sold by the Company to the Purchasers pursuant to the Purchase Agreement at the Closing.
As used herein, the term "Restated Certificate" refers to the Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd., which authorizes the following classes and series of capital stock: (i) 30,000,000 shares of Common Stock, par value $0.0001 per share; and (ii) 15,500,000 shares of Preferred Stock, par value $0.0001 per share, consisting of 3,000,000 shares designated as Series Seed Preferred Stock, 5,000,000 shares designated as Series A Preferred Stock, and 7,500,000 shares designated as Series B Preferred Stock, for a total of 45,500,000 authorized shares of all classes and series.
2. Documents and Records Examined
In rendering the opinions set forth in Section 4 below, in addition to the Transaction Documents described in Section 1, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, records, certificates, and instruments:
(a) Executed counterparts of each of the Transaction Documents, in the forms described in Section 1 above;
(b) The Certificate of Incorporation of Skybridge Fintech Ltd., as originally filed with the Secretary of State of the State of Delaware on March 14, 2018, together with all amendments and restatements thereof through the date hereof, and the form of the Restated Certificate to be filed with the Secretary of State of the State of Delaware on or about July 29, 2022;
(c) The Bylaws of the Company, as currently in effect and certified by the Secretary of the Company;
(d) The Unanimous Written Consent of the Board of Directors of the Company, dated as of July 18, 2022, approving the Financing, the issuance and sale of the Shares, the execution and delivery of the Transaction Documents, the filing of the Restated Certificate, and the other transactions contemplated thereby (the "Board Consent"), duly executed by each of Naveen Raghavan, Claire Whitmore, and Thomas Brennan, constituting all of the members of the Board of Directors of the Company as of such date;
(e) The Written Consent of the Stockholders of the Company, constituting the holders of the requisite number of outstanding shares of capital stock of the Company required to approve the Restated Certificate under the Delaware General Corporation Law and the Company's existing Certificate of Incorporation, approving the adoption and filing of the Restated Certificate and the increase in the size of the option pool under the Company's 2018 Equity Incentive Plan;
(f) A Certificate of Good Standing with respect to the Company issued by the Secretary of State of the State of Delaware, dated within five (5) business days of the date of the Closing (the "Good Standing Certificate");
(g) The Officer's Certificate of David Okonkwo, Chief Financial Officer of the Company, dated as of July 18, 2022, certifying as to certain factual matters relating to the Company and the transactions contemplated by the Transaction Documents (the "Officer's Certificate");
(h) The Secretary's Certificate of Claire Whitmore, acting in her capacity as Secretary of the Company, dated as of July 18, 2022, certifying as to the incumbency and authority of the officers of the Company executing the Transaction Documents and attaching copies of the Company's organizational documents and board and stockholder resolutions (the "Secretary's Certificate");
(i) The Company's 2018 Equity Incentive Plan, as amended to increase the share reserve by 1,635,000 shares to a total of 4,635,000 shares reserved for issuance thereunder, representing approximately fifteen percent (15%) of the 30,900,000 post-Closing fully diluted shares of the Company's capital stock;
(j) The stock records, stock ledger, and capitalization records of the Company, as maintained by Ledgermark Transfer Services, Inc., the Company's duly appointed transfer agent, including records of all issued and outstanding shares of capital stock of the Company as of the date immediately prior to the Closing; and
(k) Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.
As to questions of fact material to the opinions expressed herein, we have, to the extent we deemed appropriate, relied upon the representations and warranties of the Company contained in the Transaction Documents, the certificates of officers of the Company described above, and the Good Standing Certificate, without independent investigation or verification thereof.
3. Assumptions
In rendering the opinions set forth in Section 4 below, we have assumed, without independent investigation or verification, the following:
(a) The genuineness of all signatures on all documents and instruments examined by us (other than the signatures of authorized officers and representatives of the Company);
(b) The authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies, whether certified, photostatic, facsimile, or otherwise;
(c) The legal capacity and competence of all natural persons who have executed any of the Transaction Documents or any other documents or instruments reviewed by us;
(d) That each of the Purchasers has been duly organized or formed, as applicable, is validly existing and in good standing under the laws of its respective jurisdiction of organization or formation, and has all requisite organizational power and authority to conduct its business as presently conducted;
(e) That each of the Purchasers has full power and authority (organizational and otherwise) to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, and that all organizational action on the part of each Purchaser necessary for the authorization, execution, delivery, and performance of the Transaction Documents has been duly taken;
(f) That each of the Transaction Documents constitutes the legal, valid, and binding obligation of each party thereto other than the Company, enforceable against each such party in accordance with its respective terms, subject to the same qualifications and limitations set forth in Section 5.2 below;
(g) That the representations and warranties of the Purchasers set forth in the Purchase Agreement, including without limitation the representations and warranties regarding investment intent, accredited investor status, and access to information, are true and correct as of the date hereof and as of the date of the Closing;
(h) That the aggregate consideration for the Shares in the amount of $45,000,000 ($6.00 per share for 7,500,000 shares) has been or will be paid in full in cash by the Purchasers to the Company (or to Pinnacle National Bank, N.A., in its capacity as escrow agent pursuant to the escrow arrangements contemplated by the Purchase Agreement), and that such funds have been or will be released from escrow and delivered to the Company in accordance with such escrow arrangements and the terms of the Purchase Agreement;
(i) That the Restated Certificate will be duly filed with, and accepted for filing by, the Secretary of State of the State of Delaware on or about July 29, 2022, in the form reviewed by us and described in Section 1(b) above, and that the Restated Certificate will become effective upon such filing (or at such later effective time as may be specified therein);
(j) That stock certificates representing the Shares will be duly prepared, executed, and issued by Ledgermark Transfer Services, Inc., in its capacity as the Company's transfer agent, in proper form and bearing appropriate legends, upon the release of funds from escrow in accordance with the terms of the Purchase Agreement and the escrow arrangements described therein; and
(k) That no facts or circumstances exist that, despite reasonable investigation, are not known to us and that would alter or affect the opinions expressed herein.
4. Opinions
Based upon and subject to the foregoing, and subject further to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:
4.1 Due Incorporation and Good Standing
The Company is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware (the "DGCL"). The Company was originally incorporated in the State of Delaware on March 14, 2018, by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware. Based upon our review of the Company's organizational documents, the Board Consent, the Officer's Certificate, the Secretary's Certificate, and the Good Standing Certificate, the Company has all requisite corporate power and authority under the DGCL to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as described in the Transaction Documents. The registered office of the Company in the State of Delaware is located at 1600 Market Street, Suite 2200, Wilmington, Delaware 19801. We note that this opinion as to good standing is based solely on the Good Standing Certificate issued by the Secretary of State of the State of Delaware described in Section 2(f) above, and we express no opinion as to the Company's qualification to do business or good standing in any jurisdiction other than the State of Delaware.
4.2 Authorization and Filing of the Restated Certificate
The Restated Certificate has been duly authorized by all necessary corporate action on the part of the Company, including (i) the approval and adoption thereof by the Board of Directors of the Company, acting by unanimous written consent dated as of July 18, 2022, and (ii) the approval and adoption thereof by the holders of the requisite number of outstanding shares of each class and series of capital stock of the Company entitled to vote thereon, acting by written consent in lieu of a special meeting of stockholders in accordance with Section 228 of the DGCL. The form of the Restated Certificate, when filed with the Secretary of State of the State of Delaware in the form reviewed by us, will be in compliance with the applicable provisions of the DGCL, including Sections 242 and 245 thereof. The Restated Certificate duly provides for the authorization of the following classes and series of capital stock of the Company:
(a) Common Stock: 30,000,000 shares of Common Stock, par value $0.0001 per share;
(b) Series Seed Preferred Stock: 3,000,000 shares of Series Seed Preferred Stock, par value $0.0001 per share, with an Original Issue Price of $0.50 per share, having the rights, preferences, privileges, and restrictions set forth in the Restated Certificate;
(c) Series A Preferred Stock: 5,000,000 shares of Series A Preferred Stock, par value $0.0001 per share, with an Original Issue Price of $2.00 per share, having the rights, preferences, privileges, and restrictions set forth in the Restated Certificate; and
(d) Series B Preferred Stock: 7,500,000 shares of Series B Preferred Stock, par value $0.0001 per share, with an Original Issue Price of $6.00 per share, having the rights, preferences, privileges, and restrictions set forth in the Restated Certificate.
The total number of shares of Preferred Stock of all series authorized under the Restated Certificate is 15,500,000, and the total number of shares of all classes of capital stock authorized thereunder is 45,500,000.
4.3 Authorization, Valid Issuance, and Non-Assessability of the Shares
The 7,500,000 shares of Series B Preferred Stock constituting the Shares to be sold to the Purchasers pursuant to the Purchase Agreement have been duly authorized for issuance by the Restated Certificate and by the Board Consent dated as of July 18, 2022. When issued and delivered by the Company to the Purchasers against payment of the purchase price of $6.00 per share ($45,000,000 in the aggregate) in accordance with the terms and conditions of the Purchase Agreement, the Shares will be validly issued, fully paid, and non-assessable within the meaning of Section 152 of the DGCL. The issuance of the Shares is not subject to further approval of the Board of Directors or stockholders of the Company beyond the approvals already obtained.
The allocation of the Shares among the Purchasers, as set forth in the Schedule of Purchasers attached to the Purchase Agreement, is as follows:
Based upon our review of the Restated Certificate, the Bylaws of the Company, and the stock records and capitalization records of the Company maintained by Ledgermark Transfer Services, Inc., the Shares are not subject to any preemptive rights, rights of first refusal, or similar rights under the Restated Certificate or the Bylaws of the Company. To our knowledge, the Shares are not subject to any preemptive rights or similar rights under any agreement or instrument to which the Company is a party, except for the rights and restrictions set forth in the Transaction Documents themselves, including the ROFR Agreement and the Voting Agreement.
4.4 Due Authorization, Execution, and Delivery of Transaction Documents
Each of the Transaction Documents has been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board of Directors of the Company acting by the Board Consent dated as of July 18, 2022. Each of the Transaction Documents has been duly executed and delivered by authorized officers of the Company, namely Naveen Raghavan, in his capacity as Chief Executive Officer, and David Okonkwo, in his capacity as Chief Financial Officer, each of whom was duly authorized to execute and deliver the Transaction Documents on behalf of the Company pursuant to the Board Consent and in accordance with the Bylaws of the Company. Each of the Transaction Documents constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject to the qualifications set forth in Section 5.2 below.
4.5 No Conflicts
The execution, delivery, and performance by the Company of the Transaction Documents to which it is a party, and the issuance and sale of the Shares by the Company to the Purchasers in accordance with the terms of the Purchase Agreement, 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 that, with notice or lapse of time or both, would constitute a default) under, or result in the creation of any lien, charge, or encumbrance upon any of the properties or assets of the Company under, the Restated Certificate (assuming the due filing and effectiveness thereof) or the Bylaws of the Company, each as currently in effect;
(b) Violate any applicable provision of the Delaware General Corporation Law, or any other statute, rule, or regulation of the State of Delaware applicable to the Company that is, in our experience, typically applicable to transactions of the nature contemplated by the Transaction Documents and known to us to be applicable to the Company;
(c) To our knowledge, result in a violation of any order, judgment, injunction, writ, decree, or ruling of any court or governmental authority binding upon or applicable to the Company; or
(d) To our knowledge, result in a violation of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the acceleration of, or give rise to any right of termination, cancellation, or acceleration under, any material agreement, contract, indenture, mortgage, deed of trust, lease, license, or other instrument to which the Company is a party or by which the Company or any of its properties or assets may be bound.
4.6 No Governmental Consents Required (Delaware Law)
No consent, approval, authorization, order, registration, qualification, designation, declaration, or filing with any governmental authority of the State of Delaware is required on the part of the Company for the valid execution, delivery, and performance by the Company of the Transaction Documents, or for the valid offer, issuance, sale, and delivery of the Shares by the Company to the Purchasers in accordance with the terms of the Purchase Agreement, except for (i) the filing of the Restated Certificate with the Secretary of State of the State of Delaware, and (ii) such filings and notices as may be required under applicable federal and state securities laws and regulations (as to which we express no opinion herein). We note that we have not been asked to opine upon, and we express no opinion regarding, any consents, approvals, authorizations, registrations, qualifications, or filings that may be required under the laws of any jurisdiction other than the State of Delaware, including federal law.
5. Qualifications and Limitations
The opinions set forth in Section 4 above are subject to the following qualifications and limitations:
5.1 Scope of Law Covered
The opinions expressed herein are limited solely to the General Corporation Law of the State of Delaware (which includes the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting those laws), as in effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction or any other laws of the State of Delaware. Without limiting the generality of the foregoing, we express no opinion as to: (i) federal law, including federal securities laws; (ii) the securities or "blue sky" laws of any state, including the State of Delaware; (iii) federal, state, or local tax laws or regulations; (iv) federal or state antitrust laws; (v) federal, state, or local environmental laws; (vi) intellectual property laws (including patent, trademark, copyright, and trade secret laws); (vii) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any rules or regulations promulgated thereunder; (viii) federal or state banking laws or regulations; (ix) the laws of any state other than the State of Delaware (including the State of California, the Commonwealth of Massachusetts, and the State of Texas); or (x) any municipal, local, or other sub-state governmental laws, ordinances, or regulations.
5.2 Enforceability Qualification
The opinion expressed in Section 4.4 above regarding the enforceability of the Transaction Documents is subject to, limited by, and qualified in its entirety by:
(a) Applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally, as the same may be enacted, amended, or interpreted from time to time;
(b) General principles of equity (whether considered in a proceeding in equity or at law), including without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether enforceability is considered in a proceeding in equity or at law; and
(c) The discretion of the court before which any proceeding therefor may be brought, including the discretion of such court to deny or limit the availability of specific performance, injunctive relief, or other equitable remedies, and the possible judicial application of foreign laws or governmental actions affecting creditors' rights.
We express no opinion as to the enforceability of any particular provision of any Transaction Document, including without limitation any indemnification, contribution, penalty, limitation of liability, choice of law, choice of forum, jury trial waiver, or similar provision to the extent that the enforceability of any such provision may be limited by applicable law, equity, or public policy.
5.3 "To Our Knowledge" Qualification
Whenever a statement herein is qualified by the phrase "to our knowledge," "known to us," or words of similar import, such statement is limited to the actual, present, conscious knowledge of Miriam Calloway (Partner), Robert Jansen (Associate), and Amy Chesterton (Associate), each of Calderwood & Harkness LLP, who are the attorneys within this firm who have given substantive legal attention to the representation of the Company in connection with the Financing (Calderwood & Harkness LLP Matter No. 1009-00002). Such qualified statements do not include constructive knowledge, imputed knowledge, or knowledge that might be obtained through inquiry of, or investigation by, other attorneys within this firm or any other person. We have not undertaken any independent investigation, search, or inquiry of any public records, court dockets, governmental filings, or other public or non-public sources beyond the review of the documents and records described in Section 2 above for the purpose of rendering the opinions expressed herein.
5.4 Securities Laws Disclaimer
We express no opinion regarding compliance by the Company or any other person with federal or state securities laws or regulations in connection with the offer, issuance, or sale of the Shares, including without limitation the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any rules or regulations promulgated under the Securities Act or the Exchange Act by the U.S. Securities and Exchange Commission, or any state "blue sky" or securities laws, rules, or regulations. Without limiting the foregoing, we express no opinion regarding the availability of any exemption from the registration requirements of the Securities Act or any state securities laws with respect to the offer, issuance, or sale of the Shares, including without limitation any exemption under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated thereunder, or the exemptions provided by Section 18 of the Securities Act or any comparable state law provision.
5.5 Tax Disclaimer
We express no opinion regarding any federal, state, local, or foreign tax consequences of the transactions contemplated by the Transaction Documents, including without limitation any consequences arising under the Internal Revenue Code of 1986, as amended, or the laws of any state or local taxing jurisdiction. We have not been asked to opine upon, and this opinion does not address, the tax characterization of the Shares, the Financing, or any other aspect of the transactions contemplated by the Transaction Documents.
5.6 No Obligation to Update
This opinion is rendered as of the date hereof, and we express no opinion as to the effect of events occurring, or facts or circumstances coming to our attention, after the date hereof. We assume no obligation, and hereby disclaim any obligation, to update, revise, or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, any changes in applicable law (whether by legislative action, judicial decision, administrative interpretation, or otherwise) that may hereafter occur, or any other developments of any kind that may hereafter arise, regardless of their potential effect on the opinions expressed herein.
6. Reliance and Benefit
This opinion is rendered solely for the benefit of the Purchasers — namely, Granite Peak Ventures, LP, Ridgeline Capital Partners, LLC, and Solstice Growth Fund I, LP — and their respective legal counsel, Fenwick, Pratt & Howell LLP, in connection with the Financing and the transactions contemplated by the Transaction Documents. Fenwick, Pratt & Howell LLP may rely on this opinion in its capacity as counsel to the Purchasers in connection with the Financing.
This opinion may not be relied upon by, quoted by, or furnished or delivered to, any other person or entity without our prior written consent in each instance, except as specifically provided herein. Without limiting the foregoing, this opinion may not be quoted, referred to, or included in any public filing, public document, offering memorandum, prospectus, registration statement, or similar document without our prior written consent.
No person or entity other than the Purchasers and Fenwick, Pratt & Howell LLP shall be entitled to rely on this opinion, and no attorney-client relationship exists or shall be deemed to exist between this firm and any of the Purchasers or their counsel by reason of the rendering of this opinion.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Miriam Calloway Partner
Calderwood & Harkness LLP 919 N. Market Street, Suite 1500 Wilmington, Delaware 19801 Telephone: (302) 555-7800
Email: mcalloway@calderwoodharkness.com
cc: Naveen Raghavan, Chief Executive Officer, Skybridge Fintech Ltd. David Okonkwo, Chief Financial Officer, Skybridge Fintech Ltd. Fenwick, Pratt & Howell LLP (Purchasers' Counsel)
Purchaser | Number of Shares | Aggregate Purchase Price
Granite Peak Ventures, LP | 5,000,000 | $30,000,000
Ridgeline Capital Partners, LLC | 1,666,667 | $10,000,000
Solstice Growth Fund I, LP | 833,333 | $5,000,000
Total | 7,500,000 | $45,000,000

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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