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AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

SKYBRIDGE FINTECH LTD.

a Delaware corporation

Dated as of July 18, 2022

This AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made and entered into as of July 18, 2022, by and among Skybridge Fintech Ltd., a Delaware corporation (the "Company"), and the investors listed on Schedule A attached hereto (each, an "Investor" and collectively, the "Investors").

This Agreement amends, restates, and supersedes in its entirety the Investors' Rights Agreement dated March 6, 2020 (the "Prior Agreement"), by and among the Company and certain of the Investors party thereto.

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RECITALS

WHEREAS, the Company has entered into that certain Series B Preferred Stock Purchase Agreement dated as of July 18, 2022 (the "Purchase Agreement"), by and among the Company and certain investors named therein (the "Series B Investors"), providing for the issuance and sale by the Company of 7,500,000 shares of the Company's Series B Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), at a purchase price of $6.00 per share, for aggregate gross proceeds to the Company of $45,000,000 (the "Series B Financing");

WHEREAS, the Series B Investors consist of Granite Peak Ventures, LP, a Delaware limited partnership ("GPV"), Ridgeline Capital Partners, LLC, a Delaware limited liability company ("RCP"), and Solstice Growth Fund I, LP, a Delaware limited partnership ("SGF");

WHEREAS, prior to the date hereof, the Company and certain investors, including Harborview Seed Investors LLC, a Delaware limited liability company ("HSI"), as the holder of shares of the Company's Series Seed Preferred Stock, par value $0.001 per share (the "Series Seed Preferred Stock"), and Ridgeline Capital Partners, LLC, as the holder of shares of the Company's Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), entered into the Prior Agreement, which set forth certain registration rights, information rights, and other investor protections for the benefit of the holders of Preferred Stock of the Company;

WHEREAS, the execution and delivery of this Agreement by the parties hereto is a condition to the closing of the transactions contemplated by the Purchase Agreement;

WHEREAS, the parties to the Prior Agreement and the Series B Investors desire to amend and restate the Prior Agreement in its entirety in order to set forth the registration rights, information rights, rights of participation, and other investor protections that shall apply to all holders of Preferred Stock of the Company following the consummation of the Series B Financing; and

WHEREAS, the Company has filed with the Secretary of State of the State of Delaware on July 29, 2022, the Amended and Restated Certificate of Incorporation of the Company (the "Restated Certificate"), which, among other things, authorizes the issuance of 3,000,000 shares of Series Seed Preferred Stock, 5,000,000 shares of Series A Preferred Stock, and 7,500,000 shares of Series B Preferred Stock, each with such rights, preferences, privileges, and restrictions as set forth therein.

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

ARTICLE 1 — DEFINITIONS

Section 1.1 — Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

"Affiliate" means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a general partner, managing member, officer, or director of a Person shall be deemed to be an Affiliate of such Person, and any fund or entity managed by the same management company or general partner as an Investor, or by an Affiliate of such management company or general partner, shall be deemed an Affiliate of such Investor.

"Board of Directors" or "Board" means the board of directors of the Company as constituted from time to time.

"Common Stock" means the common stock of the Company, par value $0.001 per share.

"Company" means Skybridge Fintech Ltd., a Delaware corporation, with its principal offices at 1600 Market Street, Suite 2200, Wilmington, DE 19801, and any successors thereto.

"Damages" has the meaning set forth in Section 2.8(a).

"Deemed Liquidation Event" has the meaning ascribed to such term in the Restated Certificate.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Excluded Registration" means (a) a registration relating solely to the sale of securities to participants in a Company employee benefit plan or equity incentive plan, including a registration on Form S-8 (or any successor form), (b) a registration relating solely to a transaction described in Rule 145 under the Securities Act (or any successor rule), including a registration on Form S-4 (or any successor form), (c) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, or (d) any other registration that does not include substantially the same information as would be required in a registration covering the sale of Registrable Securities.

"Form S-1" means a registration statement under the Securities Act on Form S-1 or any successor form thereto.

"Form S-3" means a registration statement under the Securities Act on Form S-3 or any successor form thereto permitting registration of securities under the Securities Act.

"GAAP" means United States generally accepted accounting principles, consistently applied.

"Holder" or "Holders" means any Person owning or having the right to acquire Registrable Securities, or any permitted assignee thereof in accordance with Section 7.1 of this Agreement.

"Immediate Family Member" means, with respect to any natural person, such person's spouse, domestic partner, parents, children (whether natural or adopted), and siblings (whether by blood or marriage).

"Initiating Holders" means, collectively, Holders who hold at least a majority of the then-outstanding Registrable Securities and who initiate a request for registration pursuant to Section 2.1.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

"Investors" means, collectively, the Series Seed Investors, the Series A Investors, and the Series B Investors, each as listed on Schedule A attached hereto, together with any additional persons or entities who become parties to this Agreement in accordance with the terms hereof.

"IPO" means the Company's first underwritten public offering of shares of Common Stock under the Securities Act, pursuant to an effective registration statement filed with the Commission.

"Key Holders" means Naveen Raghavan, Claire Whitmore, and David Okonkwo, each in his or her individual capacity, and not in his or her capacity as an officer or director of the Company.

"Major Investor" means any Investor that, individually or together with its Affiliates, holds at least 500,000 shares of Preferred Stock (calculated on an as-converted-to-Common-Stock basis, and as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar events). As of the date hereof, the Major Investors include: (a) Granite Peak Ventures, LP (holding 5,000,000 shares on an as-converted basis), (b) Ridgeline Capital Partners, LLC (holding an aggregate of 5,416,667 shares on an as-converted basis, across its holdings of Series A Preferred Stock and Series B Preferred Stock), (c) Solstice Growth Fund I, LP (holding 833,333 shares on an as-converted basis), and (d) Harborview Seed Investors LLC (holding 3,000,000 shares on an as-converted basis).

"New Securities" has the meaning set forth in Section 4.1(d).

"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental authority, or other entity.

"Preferred Stock" means, collectively, the Series Seed Preferred Stock, the Series A Preferred Stock, and the Series B Preferred Stock.

"Prior Agreement" means the Investors' Rights Agreement dated as of March 6, 2020, by and among the Company and certain of the Investors party thereto.

"Pro-Rata Share" has the meaning set forth in Section 4.1(b).

"Purchase Agreement" means the Series B Preferred Stock Purchase Agreement dated as of July 18, 2022, by and among the Company and the Series B Investors.

"QSBS" means "qualified small business stock" within the meaning of Section 1202 of the Internal Revenue Code.

"Registrable Securities" means (a) the shares of Common Stock issuable or issued upon conversion of shares of Preferred Stock held by the Investors, and (b) any shares of Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, such shares of Preferred Stock or shares of Common Stock described in clause (a) above. Notwithstanding the foregoing, Registrable Securities shall not include any shares of Common Stock (i) sold by a Person in a transaction in which the rights under Article 2 of this Agreement are not validly assigned in accordance with this Agreement, (ii) sold in a public offering, whether sold pursuant to a registration statement under the Securities Act or pursuant to Rule 144, (iii) that have been registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering such shares, or (iv) that are eligible for sale pursuant to Rule 144(b)(1) (or any successor provision) under the Securities Act without limitation on volume, manner of sale, or the requirement for the Company to be in compliance with the current public information requirements of Rule 144(c)(1) (or any successor provision).

"Registrable Securities then outstanding" means the number of shares of Common Stock of the Company that are Registrable Securities and are then issued and outstanding or would be outstanding assuming full conversion of all outstanding shares of Preferred Stock that are convertible into Registrable Securities.

"Restated Certificate" means the Amended and Restated Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware on July 29, 2022, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.

"Rule 144" means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission.

"SEC" or "Commission" means the United States Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act or the Exchange Act.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Section 1202" means Section 1202 of the Internal Revenue Code.

"Series A Investors" means Ridgeline Capital Partners, LLC and the other holders of Series A Preferred Stock listed on Schedule A hereto.

"Series A Preferred Stock" means the Series A Preferred Stock of the Company, par value $0.001 per share, 5,000,000 shares of which are authorized pursuant to the Restated Certificate, with an original issue price of $2.00 per share.

"Series B Investors" means Granite Peak Ventures, LP, Ridgeline Capital Partners, LLC, and Solstice Growth Fund I, LP, and any of their respective Affiliates who purchase shares of Series B Preferred Stock under the Purchase Agreement.

"Series B Preferred Stock" means the Series B Preferred Stock of the Company, par value $0.001 per share, 7,500,000 shares of which are authorized pursuant to the Restated Certificate, with an original issue price of $6.00 per share.

"Series Seed Investors" means Harborview Seed Investors LLC and any of its Affiliates who hold shares of Series Seed Preferred Stock.

"Series Seed Preferred Stock" means the Series Seed Preferred Stock of the Company, par value $0.001 per share, 3,000,000 shares of which are authorized pursuant to the Restated Certificate, with an original issue price of $0.50 per share.

"Transfer" means to sell, assign, transfer, pledge, hypothecate, give, create a security interest in or lien on, place in trust (voting or otherwise), encumber, or otherwise dispose of, directly or indirectly, whether voluntarily, involuntarily, by operation of law, or otherwise.

ARTICLE 2 — REGISTRATION RIGHTS

The Company covenants and agrees with the Holders as follows:

Section 2.1 — Demand Registration

(a) Request for Registration. At any time after the earlier of (i) the fifth (5th) anniversary of the date of this Agreement (i.e., July 18, 2027) or (ii) one hundred eighty (180) days after the effective date of the Company's IPO, the Initiating Holders may request in writing that the Company effect a registration under the Securities Act covering all or part of the Registrable Securities held by such Initiating Holders (a "Demand Registration"). Such request shall specify the number of Registrable Securities proposed to be sold and the intended method or methods of distribution thereof. Upon receipt of any such request, the Company shall promptly (and in any event within ten (10) business days) give written notice of such proposed registration to all other Holders and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within twenty (20) days after the Company's notice is delivered or mailed.

(b) Obligation to Register. Subject to the limitations set forth in this Section 2.1, the Company shall file a registration statement on Form S-1 (or, if the Company is then eligible, on Form S-3) within sixty (60) days after receipt of the request of the Initiating Holders pursuant to Section 2.1(a) and shall use commercially reasonable efforts to cause such registration statement to become effective as soon as practicable thereafter. The Company shall keep such registration statement effective for a period of up to one hundred twenty (120) days, or if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that such 120-day period shall be extended for a period of time equal to the period any Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company, and provided further that the Company shall not be deemed to have effected a Demand Registration unless the registration statement covering such Demand Registration has been declared effective by the Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto.

(c) Limitation on Demand Registrations. The Company shall not be obligated to effect more than two (2) Demand Registrations pursuant to this Section 2.1. A registration requested pursuant to this Section 2.1 shall not be counted as a Demand Registration for purposes of this Section 2.1(c) if (i) the registration statement relating thereto does not become effective, (ii) the registration statement is not maintained effective for the requisite period specified in Section 2.1(b) (other than as a result of actions or inactions of the Holders), (iii) a Demand Registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or any other governmental agency, or (iv) the conditions to closing specified in the applicable underwriting agreement are not satisfied (other than by reason of a default by any participating Holder).

(d) Deferral. Notwithstanding anything to the contrary in this Section 2.1, the Company may postpone the filing of a registration statement for a period not exceeding ninety (90) days if the Board of Directors determines in good faith that such filing would (i) be seriously detrimental to the Company and its stockholders because such registration would (A) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (C) render the Company unable to comply with the requirements under the Securities Act or the Exchange Act, or (ii) the Company is then engaged in a material financing, the consummation of which would be adversely affected by the filing of a registration statement (a "Deferral Period"); provided, however, that the Company shall not exercise such right of deferral more than once in any twelve (12)-month period, and the Company shall not register any securities of the Company during such Deferral Period for its own account or that of any other stockholder.

(e) Underwriter Cutback. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request, and the Company shall include such information in the written notice to all other Holders. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder). All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Initiating Holders (which managing underwriter or underwriters shall be reasonably acceptable to the Company). If the managing underwriter advises the Initiating Holders in writing that, in its reasonable opinion, the number of Registrable Securities requested to be included in such offering exceeds the number of securities that can be sold in an orderly manner in such offering within a price range acceptable to the Initiating Holders without adversely affecting the marketability, proposed offering price, timing, or distribution of the securities offered or the market for the securities offered, then the Company shall include in such registration, in the following priority: (i) first, the Registrable Securities of the Holders who have requested participation in such registration, pro rata among such Holders based on the number of Registrable Securities requested to be included by each such Holder; and (ii) second, the securities, if any, that the Company proposes to register for its own account.

Section 2.2 — Piggyback Registration

(a) Notice and Inclusion. If (but without any obligation to do so) the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash, on a form that would permit registration of Registrable Securities (other than an Excluded Registration), the Company shall, at such time, promptly give each Holder written notice of such registration at least twenty (20) days prior to the anticipated filing date of the registration statement pertaining to such registration (the "Piggyback Notice"). Upon the written request of any Holder given within fifteen (15) days after receipt of the Piggyback Notice by such Holder (which request shall specify the number of Registrable Securities intended to be included by such Holder), the Company shall use commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has so requested to be registered (a "Piggyback Registration"). The Company shall have no obligation to proceed with any proposed registration and may, at any time, in its sole discretion, abandon such proposed registration without obligation to any Holder. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1 or Section 2.3.

(b) Underwriter Cutback in Piggyback Registrations. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company in writing that, in its reasonable opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing, or distribution of the securities offered or the market for the securities offered, the Company shall include in such registration, in the following priority: (i) first, the securities the Company proposes to sell for its own account; (ii) second, the Registrable Securities of the Holders who have requested to participate in such registration, pro rata among such Holders based on the number of Registrable Securities requested to be included by each such Holder; and (iii) third, any other securities of the Company requested to be included in such registration.

(c) No Piggyback on Demand Registrations. For the avoidance of doubt, no Holder shall have any right to include Registrable Securities in a Demand Registration effected under Section 2.1 by virtue of this Section 2.2. Rather, any Holder wishing to participate in a Demand Registration shall exercise its rights under Section 2.1 in accordance with the procedures set forth therein.

Section 2.3 — Form S-3 Registration

(a) Request. After the Company has qualified for the use of Form S-3 (or any comparable or successor form or forms of registration statement prescribed by the Commission), the Holders of at least twenty percent (20%) of the then-outstanding Registrable Securities may request in writing that the Company effect a registration on Form S-3 (a "Form S-3 Registration") covering the sale of Registrable Securities at an anticipated aggregate offering price to the public (net of any underwriting discounts and commissions) of at least Three Million Dollars ($3,000,000). Upon receipt of any such request, the Company shall promptly give written notice of the proposed registration to all other Holders, and shall, as soon as practicable, but in any event within thirty (30) days after the receipt of such written request, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of the Company's notice.

(b) Limitation. The Company shall not be obligated to effect more than two (2) Form S-3 Registrations in any twelve (12)-month period pursuant to this Section 2.3. A registration requested under this Section 2.3 shall not be counted as a Demand Registration under Section 2.1.

(c) Deferral. The Company may defer the filing of a registration statement pursuant to this Section 2.3 under the same conditions and limitations applicable to a deferral of a Demand Registration under Section 2.1(d).

Section 2.4 — Obligations of the Company in Connection with Registration

Whenever required under this Article 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as practicable:

(a) prepare and file with the Commission a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the Holder or Holders have completed the distribution related thereto;

(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(c) furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them;

(d) use commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other state securities or "blue sky" laws of such jurisdictions as shall be reasonably requested by the Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e) cause all Registrable Securities covered by such registration statement to be listed on the securities exchange on which similar securities issued by the Company are then listed (or, if no such securities are listed, on such national securities exchange as may be reasonably selected by the Company with the approval of the Holders of a majority of the Registrable Securities covered by such registration);

(f) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities registered pursuant hereto, which transfer agent and registrar shall be Ledgermark Transfer Services, Inc. (or such other transfer agent as may be appointed by the Company with reasonable notice to the Holders) and deliver customary transfer agent instructions to such transfer agent consistent with the terms of this Agreement;

(g) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter or underwriters of such offering, and cause each Holder participating in such offering to enter into such underwriting agreement;

(h) use commercially reasonable efforts to cause the independent certified public accountants of the Company, currently Whitfield & Hesse CPAs LLP (or such successor independent auditors as may be approved by the Board), to provide customary comfort letters to the underwriters, if any, in form and substance as is customary in connection with underwritten offerings of equity securities;

(i) use commercially reasonable efforts to furnish, on the date or dates that such Registrable Securities are delivered to the underwriters for sale, an opinion and negative assurance letter, dated as of such date or dates, of the counsel representing the Company for the purposes of such registration, in form, substance, and scope as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any;

(j) notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such Holder, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(k) notify each Holder promptly of (i) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceeding for that purpose, and (ii) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and

(l) use commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a registration statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, and, if any such order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment.

Section 2.5 — Furnish Information

It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding such Holder, the Registrable Securities held by such Holder, and the intended method of disposition of such securities as the Company shall reasonably request in writing and as shall be reasonably required in connection with the preparation of the registration statement, and for so long as the Company is obligated to file and maintain effective a registration statement, such Holder shall, as promptly as reasonably practicable, notify the Company of any inaccuracy or change in the information previously furnished by such Holder that is contained or referred to in such registration statement or prospectus.

Section 2.6 — Expenses of Registration

(a) Company Expenses. All expenses (other than Selling Expenses, as defined below) incurred in connection with registrations, filings, or qualifications pursuant to Section 2.1, Section 2.2, and Section 2.3, including all registration, filing, and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company (including, without limitation, the fees of Calderwood & Harkness LLP or successor counsel), and the reasonable fees and disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (which counsel shall, unless otherwise agreed, be Fenwick, Pratt & Howell LLP), shall be borne and paid by the Company. All such expenses are referred to herein as "Registration Expenses."

(b) Selling Expenses. All underwriting discounts and selling commissions applicable to the sale of Registrable Securities, and all fees and disbursements of any counsel to a selling Holder (other than the one counsel selected pursuant to Section 2.6(a)), shall be borne by the Holder or Holders selling such Registrable Securities, in proportion to the number of Registrable Securities sold by each such Holder (collectively, "Selling Expenses").

(c) Withdrawn Registrations. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Initiating Holders (in which case all Holders who requested inclusion in such registration shall bear such Registration Expenses pro rata based upon the number of Registrable Securities that were to be included in such withdrawn registration), unless the Holders of a majority of the Registrable Securities agree that such withdrawn registration shall constitute one of the two Demand Registrations available under Section 2.1(c). Notwithstanding the foregoing, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request for such registration and have withdrawn the request for registration with reasonable promptness following disclosure of such material adverse change, then the Holders shall not be required to pay any of such Registration Expenses, and the Company shall bear all such Registration Expenses, and such registration shall not constitute one of the Demand Registrations available under Section 2.1(c).

Section 2.7 — Delay of Registration

No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Article 2.

Section 2.8 — Indemnification in Connection with Registration

In the event any Registrable Securities are included in a registration statement under this Article 2:

(a) Company Indemnification of Holders. To the extent permitted by applicable law, the Company shall indemnify and hold harmless each selling Holder, each of such Holder's officers, directors, partners, members, managers, stockholders, agents, and counsel, and each Person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each underwriter, if any, and each Person, if any, who controls such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Holder Indemnified Parties"), against any and all losses, claims, damages, liabilities (joint or several), and expenses (including reasonable attorneys' fees and costs of investigation and litigation) (collectively, "Damages") to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act, or any other federal or state law, insofar as such Damages arise out of or are based upon any of the following: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law; provided, however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such Damage if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), nor shall the Company be liable in any such case for any such Damage to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by such Holder, underwriter, or controlling Person specifically for use in the registration statement, prospectus, or amendment or supplement thereto.

(b) Holder Indemnification of Company. To the extent permitted by applicable law, each selling Holder participating in a registration shall indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each other selling Holder, and each underwriter, if any, and each Person, if any, who controls any underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all Damages to which any of the foregoing Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state law, insofar as such Damages (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing by such Holder specifically for use in the preparation thereof; provided, however, that in no event shall the aggregate amount of any Damages for which any Holder shall be liable under this Section 2.8(b) exceed the lesser of (i) the net proceeds actually received by such Holder from the sale of Registrable Securities in connection with such registration and (ii) such proportion of the total amount of such Damages as is equal to the proportion that the public offering price of all securities sold by such Holder in such registration bears to the public offering price of all securities sold in such registration.

(c) Contribution. If the indemnification provided for in Sections 2.8(a) and 2.8(b) is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any Damages referred to therein, then, in lieu of indemnifying such indemnified party thereunder, the indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Damages in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, the obligation of any Holder to contribute pursuant to this Section 2.8(c) shall be limited to an amount equal to the lesser of (i) the net proceeds actually received by such Holder from the sale of Registrable Securities in connection with such registration and (ii) such proportion of the total amount of the Damages as is equal to the proportion that the public offering price of all securities sold by such Holder in such registration bears to the public offering price of all securities sold in such registration. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(d) Notice. Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8 to the extent of such prejudice, but the omission so to deliver written notice to the indemnifying party shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8.

(e) Survival. The obligations of the Company and the Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration statement under this Article 2, and shall survive the termination of this Agreement.

Section 2.9 — Reports Under the Exchange Act

With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), after the Company has registered any class of securities under Section 12 of the Exchange Act or has filed a registration statement pursuant to Section 15(d) of the Exchange Act, the Company shall:

(a) make and keep available adequate current public information, as those terms are understood and defined in Rule 144, at all times after the effective date of the first registration statement filed by the Company under the Securities Act for the offering of its securities to the general public;

(b) use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

(c) furnish to any Holder, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested by a Holder in availing itself of any rule or regulation of the Commission that permits the selling of any such securities without registration or pursuant to Form S-3.

Section 2.10 — Limitations on Subsequent Registration Rights

From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1, Section 2.2, or Section 2.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included, or (b) to make a demand registration that could result in such registration statement being declared effective prior to the earliest dates permitted in Section 2.1 or could reduce the number of Demand Registrations that may be initiated by the Initiating Holders under Section 2.1. For the avoidance of doubt, any agreement granting registration rights to a third party that is subordinate to the Holders' rights under this Agreement shall not require such prior written consent.

Section 2.11 — Termination of Registration Rights

The rights of any particular Holder to cause the Company to register Registrable Securities pursuant to this Article 2 shall terminate upon the earliest to occur of the following:

(a) the fifth (5th) anniversary of the closing of the Company's IPO;

(b) as to any particular Holder, the date on which all Registrable Securities held by such Holder (and any Affiliate of such Holder with whom such Holder's shares are aggregated) may be sold in a single transaction without volume limitations or manner of sale restrictions under Rule 144 (or any successor provision) within a three (3)-month period without registration under the Securities Act; or

ARTICLE 3 — INFORMATION RIGHTS

Section 3.1 — Delivery of Financial Statements

The Company shall deliver to each Major Investor:

(a) Annual Audited Financial Statements. As soon as practicable, and in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (the Company's fiscal year ending on December 31 of each calendar year), an audited consolidated balance sheet of the Company as at the end of such fiscal year, together with the related audited consolidated statements of income, stockholders' equity, and cash flows for such fiscal year, all prepared in accordance with GAAP consistently applied and audited by Whitfield & Hesse CPAs LLP, or such other independent certified public accountants of nationally recognized standing selected by the Board of Directors and reasonably acceptable to the Holders of a majority of the then-outstanding Registrable Securities (such audited financial statements to include a report thereon by such independent certified public accountants). Such financial statements shall be accompanied by a management discussion and analysis of the Company's results of operations and financial condition for the periods covered thereby.

(b) Quarterly Unaudited Financial Statements. As soon as practicable, and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year (i.e., the quarters ending March 31, June 30, and September 30), an unaudited consolidated balance sheet of the Company as at the end of such quarter and the related unaudited consolidated statements of income and cash flows for such quarter and for the fiscal year to date, in each case reviewed and certified by the Company's Chief Financial Officer (currently David Okonkwo, or his successor) as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes), together with a comparison of such statements to (i) the budget approved by the Board of Directors for such period and (ii) the comparable period of the prior fiscal year, with explanations for material variances.

(c) Monthly Management Reports. As soon as practicable, and in any event within thirty (30) days after the end of each calendar month, unaudited monthly management reports in a form reasonably acceptable to the Major Investors, including, without limitation: (i) revenue and expense detail for the month and year-to-date; (ii) the Company's cash position, including a summary of cash receipts and disbursements; (iii) key performance metrics, including annual recurring revenue ("ARR"), net revenue retention, customer acquisition costs, and such other metrics as the Board may from time to time designate; (iv) headcount data; and (v) such other information as may be reasonably requested from time to time by any Major Investor.

(d) Annual Budget. No later than thirty (30) days prior to the end of each fiscal year, a comprehensive operating budget and financial projections for the upcoming fiscal year (including projected income statements, balance sheets, and cash flow statements on at least a quarterly basis, and key assumptions underlying such projections), as approved by the Board of Directors.

(e) Capitalization Table. The Company shall maintain, and provide upon the written request of any Major Investor, a current and accurate capitalization table setting forth the fully diluted capitalization of the Company, including all outstanding shares, options, warrants, convertible securities, and other rights to acquire equity of the Company, as maintained by or reconciled with Ledgermark Transfer Services, Inc. (or any successor transfer agent).

Section 3.2 — Inspection Rights

Each Major Investor shall have the right to visit and inspect the Company's properties, to examine the Company's books of account and records (including, without limitation, the Company's corporate minute books and stock ledger), and to discuss the Company's affairs, finances, and accounts with its officers and management, all during normal business hours and upon at least five (5) business days' prior written notice, and at the expense of such Major Investor; provided, however, that (a) such inspection shall not unreasonably interfere with the Company's business operations, (b) the Company shall not be required to disclose trade secrets or information that is subject to attorney-client privilege (unless such privilege can be maintained), and (c) the Company may require any such Major Investor to enter into a customary non-disclosure or confidentiality agreement as a condition to the disclosure of any particularly sensitive information.

Section 3.3 — Termination of Information Rights

The information rights granted pursuant to this Article 3 shall terminate upon the earliest to occur of (a) the closing of the Company's IPO, following which the Company shall be subject to the reporting requirements of the Exchange Act and information will be publicly available, (b) a Deemed Liquidation Event (as defined in the Restated Certificate), or (c) the dissolution, liquidation, or winding up of the Company.

Section 3.4 — Confidentiality

Each Investor acknowledges that the information received by it pursuant to this Article 3 may constitute material non-public information concerning the Company. Each Investor agrees that it will use the information received pursuant to this Article 3 solely for the purpose of monitoring, evaluating, and managing its investment in the Company, and for no other purpose. Each Investor shall hold in strict confidence and shall not disclose, reproduce, or distribute to any third party any such information, except:

(a) to such Investor's partners, members, limited partners, stockholders, employees, officers, directors, agents, accountants, legal advisors, and other professional advisors who have a need to know such information in connection with such Investor's investment in the Company and who are bound by obligations of confidentiality no less restrictive than those contained herein (and such Investor shall be responsible for any breach of this Section 3.4 by any such Person);

(b) as may be required by applicable law, regulation, or legal, judicial, administrative, or regulatory process (including, without limitation, any filing required by any governmental authority or securities exchange), in which case the Investor shall, to the extent reasonably practicable and legally permissible, give the Company prompt written notice of such requirement prior to making such disclosure so that the Company may seek a protective order or other appropriate remedy;

(c) to the extent that such information is or has become publicly available other than as a result of a breach of this Section 3.4 by such Investor; or

(d) to the extent that such information was already known to the Investor on a non-confidential basis prior to its receipt from the Company, as evidenced by the Investor's written records.

ARTICLE 4 — RIGHTS OF PARTICIPATION (PRO-RATA RIGHTS)

Section 4.1 — Right of First Offer

(a) Grant of Right. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, the Company shall not issue, sell, or exchange, agree to issue, sell, or exchange, or reserve or set aside for issuance, sale, or exchange, any New Securities (as defined below), unless the Company shall first offer each Major Investor the right to purchase such Major Investor's Pro-Rata Share of such New Securities on the same terms and conditions as those offered to the proposed purchasers of such New Securities. Each Major Investor shall be entitled to apportion the right of first offer granted hereunder among itself and its Affiliates in such proportions as it deems appropriate.

(b) Pro-Rata Share. Each Major Investor's "Pro-Rata Share" for purposes of this Section 4.1 shall be the ratio of (x) the number of shares of Common Stock then held by such Major Investor (including shares of Common Stock issuable upon conversion of all shares of Preferred Stock then held by such Major Investor, on an as-converted and fully-diluted basis) to (y) the total number of shares of Common Stock of the Company then outstanding on an as-converted and fully-diluted basis (including all shares of Common Stock issuable upon conversion of all outstanding Preferred Stock, all shares of Common Stock issuable upon the exercise of all outstanding options, warrants, and other convertible securities, and all shares of Common Stock reserved for issuance under the Company's equity incentive plans). As of the date hereof, the total number of shares of Common Stock on an as-converted and fully-diluted basis is 30,900,000 shares.

(c) Procedure. The Company shall give written notice (the "Issuance Notice") to each Major Investor at least fifteen (15) business days prior to the proposed issuance of any New Securities, which Issuance Notice shall set forth (i) the type and a description of the New Securities proposed to be issued, (ii) the price and other material terms and conditions upon which the Company proposes to issue such New Securities, (iii) the amount of New Securities proposed to be issued, and (iv) the proposed date of issuance. Each Major Investor shall have fifteen (15) business days from the date of receipt of the Issuance Notice (the "Exercise Period") to elect to purchase up to its Pro-Rata Share of such New Securities, at the price and on the terms specified in the Issuance Notice, by giving written notice to the Company stating the quantity of New Securities to be purchased. If any Major Investor fails to exercise its right of first offer within the Exercise Period, such Major Investor shall be deemed to have waived its rights under this Section 4.1 with respect to such issuance (but not with respect to future issuances). Any portion of New Securities that is not subscribed for by the Major Investors during the Exercise Period may first be offered to the participating Major Investors for an additional period of ten (10) business days on a pro-rata basis (based on the relative Pro-Rata Shares of the participating Major Investors). After the expiration of such additional period, any remaining unsubscribed New Securities may be issued and sold by the Company to any Person or Persons at a price and on terms no more favorable to such Person or Persons than those specified in the Issuance Notice, for a period of ninety (90) days following the expiration of the Exercise Period (or the additional period, as applicable). If such New Securities are not issued and sold by the Company within such ninety (90)-day period, the Company shall not thereafter issue or sell any New Securities without again complying with this Section 4.1.

(d) Definition of "New Securities." "New Securities" shall mean, collectively, equity securities of the Company, including Common Stock, Preferred Stock, and rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. Notwithstanding the foregoing, "New Securities" shall not include:

(i) shares of Common Stock issuable upon conversion of any shares of Preferred Stock;

(ii) shares of Common Stock, stock options, restricted stock, restricted stock units, or other equity awards issued or issuable to employees, officers, directors, or consultants of the Company pursuant to any equity incentive plan, stock purchase plan, or similar arrangement approved by the Board of Directors, including, without limitation, the 2018 Equity Incentive Plan, as amended (the current option pool providing for up to 4,635,000 shares, representing fifteen percent (15%) of the 30,900,000 post-closing fully diluted shares);

(iii) shares of Common Stock or Preferred Stock issuable upon exercise of any options, warrants, or convertible securities outstanding as of the date hereof;

(iv) shares of any series of Preferred Stock or Common Stock issued in connection with any bona fide acquisition, merger, consolidation, or strategic transaction approved by the Board of Directors, including the affirmative vote of at least one director designated by the holders of Preferred Stock;

(v) shares of Common Stock or Preferred Stock issued in connection with any equipment leasing arrangement, bank financing, real property leasing transaction, or similar transaction approved by the Board of Directors;

(vi) shares of Common Stock issued in connection with the Company's IPO; and

(vii) shares of Common Stock or Preferred Stock issued as a dividend or distribution on the Preferred Stock or pursuant to any event for which adjustment is made pursuant to the anti-dilution provisions of the Restated Certificate.

Section 4.2 — Termination of Pro-Rata Rights

The rights of participation set forth in this Article 4 shall terminate upon the earliest to occur of:

(a) the closing of the Company's IPO;

(b) a Deemed Liquidation Event (as defined in the Restated Certificate);

(d) as to any particular Major Investor, the date on which such Major Investor (together with its Affiliates) ceases to hold at least 500,000 shares of Preferred Stock (on an as-converted-to-Common-Stock basis, as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar events) and therefore ceases to qualify as a Major Investor under this Agreement.

ARTICLE 5 — ADDITIONAL COVENANTS

Section 5.1 — Insurance

The Company shall obtain and maintain in ful

AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
SKYBRIDGE FINTECH LTD.
a Delaware corporation
Dated as of July 18, 2022
This AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made and entered into as of July 18, 2022, by and among Skybridge Fintech Ltd., a Delaware corporation (the "Company"), and the investors listed on Schedule A attached hereto (each, an "Investor" and collectively, the "Investors").
This Agreement amends, restates, and supersedes in its entirety the Investors' Rights Agreement dated March 6, 2020 (the "Prior Agreement"), by and among the Company and certain of the Investors party thereto.
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RECITALS
WHEREAS, the Company has entered into that certain Series B Preferred Stock Purchase Agreement dated as of July 18, 2022 (the "Purchase Agreement"), by and among the Company and certain investors named therein (the "Series B Investors"), providing for the issuance and sale by the Company of 7,500,000 shares of the Company's Series B Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), at a purchase price of $6.00 per share, for aggregate gross proceeds to the Company of $45,000,000 (the "Series B Financing");
WHEREAS, the Series B Investors consist of Granite Peak Ventures, LP, a Delaware limited partnership ("GPV"), Ridgeline Capital Partners, LLC, a Delaware limited liability company ("RCP"), and Solstice Growth Fund I, LP, a Delaware limited partnership ("SGF");
WHEREAS, prior to the date hereof, the Company and certain investors, including Harborview Seed Investors LLC, a Delaware limited liability company ("HSI"), as the holder of shares of the Company's Series Seed Preferred Stock, par value $0.001 per share (the "Series Seed Preferred Stock"), and Ridgeline Capital Partners, LLC, as the holder of shares of the Company's Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), entered into the Prior Agreement, which set forth certain registration rights, information rights, and other investor protections for the benefit of the holders of Preferred Stock of the Company;
WHEREAS, the execution and delivery of this Agreement by the parties hereto is a condition to the closing of the transactions contemplated by the Purchase Agreement;
WHEREAS, the parties to the Prior Agreement and the Series B Investors desire to amend and restate the Prior Agreement in its entirety in order to set forth the registration rights, information rights, rights of participation, and other investor protections that shall apply to all holders of Preferred Stock of the Company following the consummation of the Series B Financing; and
WHEREAS, the Company has filed with the Secretary of State of the State of Delaware on July 29, 2022, the Amended and Restated Certificate of Incorporation of the Company (the "Restated Certificate"), which, among other things, authorizes the issuance of 3,000,000 shares of Series Seed Preferred Stock, 5,000,000 shares of Series A Preferred Stock, and 7,500,000 shares of Series B Preferred Stock, each with such rights, preferences, privileges, and restrictions as set forth therein.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a general partner, managing member, officer, or director of a Person shall be deemed to be an Affiliate of such Person, and any fund or entity managed by the same management company or general partner as an Investor, or by an Affiliate of such management company or general partner, shall be deemed an Affiliate of such Investor.
"Board of Directors" or "Board" means the board of directors of the Company as constituted from time to time.
"Common Stock" means the common stock of the Company, par value $0.001 per share.
"Company" means Skybridge Fintech Ltd., a Delaware corporation, with its principal offices at 1600 Market Street, Suite 2200, Wilmington, DE 19801, and any successors thereto.
"Damages" has the meaning set forth in Section 2.8(a).
"Deemed Liquidation Event" has the meaning ascribed to such term in the Restated Certificate.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Excluded Registration" means (a) a registration relating solely to the sale of securities to participants in a Company employee benefit plan or equity incentive plan, including a registration on Form S-8 (or any successor form), (b) a registration relating solely to a transaction described in Rule 145 under the Securities Act (or any successor rule), including a registration on Form S-4 (or any successor form), (c) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, or (d) any other registration that does not include substantially the same information as would be required in a registration covering the sale of Registrable Securities.
"Form S-1" means a registration statement under the Securities Act on Form S-1 or any successor form thereto.
"Form S-3" means a registration statement under the Securities Act on Form S-3 or any successor form thereto permitting registration of securities under the Securities Act.
"GAAP" means United States generally accepted accounting principles, consistently applied.
"Holder" or "Holders" means any Person owning or having the right to acquire Registrable Securities, or any permitted assignee thereof in accordance with Section 7.1 of this Agreement.
"Immediate Family Member" means, with respect to any natural person, such person's spouse, domestic partner, parents, children (whether natural or adopted), and siblings (whether by blood or marriage).
"Initiating Holders" means, collectively, Holders who hold at least a majority of the then-outstanding Registrable Securities and who initiate a request for registration pursuant to Section 2.1.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.
"Investors" means, collectively, the Series Seed Investors, the Series A Investors, and the Series B Investors, each as listed on Schedule A attached hereto, together with any additional persons or entities who become parties to this Agreement in accordance with the terms hereof.
"IPO" means the Company's first underwritten public offering of shares of Common Stock under the Securities Act, pursuant to an effective registration statement filed with the Commission.
"Key Holders" means Naveen Raghavan, Claire Whitmore, and David Okonkwo, each in his or her individual capacity, and not in his or her capacity as an officer or director of the Company.
"Major Investor" means any Investor that, individually or together with its Affiliates, holds at least 500,000 shares of Preferred Stock (calculated on an as-converted-to-Common-Stock basis, and as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar events). As of the date hereof, the Major Investors include: (a) Granite Peak Ventures, LP (holding 5,000,000 shares on an as-converted basis), (b) Ridgeline Capital Partners, LLC (holding an aggregate of 5,416,667 shares on an as-converted basis, across its holdings of Series A Preferred Stock and Series B Preferred Stock), (c) Solstice Growth Fund I, LP (holding 833,333 shares on an as-converted basis), and (d) Harborview Seed Investors LLC (holding 3,000,000 shares on an as-converted basis).
"New Securities" has the meaning set forth in Section 4.1(d).
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental authority, or other entity.
"Preferred Stock" means, collectively, the Series Seed Preferred Stock, the Series A Preferred Stock, and the Series B Preferred Stock.
"Prior Agreement" means the Investors' Rights Agreement dated as of March 6, 2020, by and among the Company and certain of the Investors party thereto.
"Pro-Rata Share" has the meaning set forth in Section 4.1(b).
"Purchase Agreement" means the Series B Preferred Stock Purchase Agreement dated as of July 18, 2022, by and among the Company and the Series B Investors.
"QSBS" means "qualified small business stock" within the meaning of Section 1202 of the Internal Revenue Code.
"Registrable Securities" means (a) the shares of Common Stock issuable or issued upon conversion of shares of Preferred Stock held by the Investors, and (b) any shares of Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, such shares of Preferred Stock or shares of Common Stock described in clause (a) above. Notwithstanding the foregoing, Registrable Securities shall not include any shares of Common Stock (i) sold by a Person in a transaction in which the rights under Article 2 of this Agreement are not validly assigned in accordance with this Agreement, (ii) sold in a public offering, whether sold pursuant to a registration statement under the Securities Act or pursuant to Rule 144, (iii) that have been registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering such shares, or (iv) that are eligible for sale pursuant to Rule 144(b)(1) (or any successor provision) under the Securities Act without limitation on volume, manner of sale, or the requirement for the Company to be in compliance with the current public information requirements of Rule 144(c)(1) (or any successor provision).
"Registrable Securities then outstanding" means the number of shares of Common Stock of the Company that are Registrable Securities and are then issued and outstanding or would be outstanding assuming full conversion of all outstanding shares of Preferred Stock that are convertible into Registrable Securities.
"Restated Certificate" means the Amended and Restated Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware on July 29, 2022, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.
"Rule 144" means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission.
"SEC" or "Commission" means the United States Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act or the Exchange Act.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Section 1202" means Section 1202 of the Internal Revenue Code.
"Series A Investors" means Ridgeline Capital Partners, LLC and the other holders of Series A Preferred Stock listed on Schedule A hereto.
"Series A Preferred Stock" means the Series A Preferred Stock of the Company, par value $0.001 per share, 5,000,000 shares of which are authorized pursuant to the Restated Certificate, with an original issue price of $2.00 per share.
"Series B Investors" means Granite Peak Ventures, LP, Ridgeline Capital Partners, LLC, and Solstice Growth Fund I, LP, and any of their respective Affiliates who purchase shares of Series B Preferred Stock under the Purchase Agreement.
"Series B Preferred Stock" means the Series B Preferred Stock of the Company, par value $0.001 per share, 7,500,000 shares of which are authorized pursuant to the Restated Certificate, with an original issue price of $6.00 per share.
"Series Seed Investors" means Harborview Seed Investors LLC and any of its Affiliates who hold shares of Series Seed Preferred Stock.
"Series Seed Preferred Stock" means the Series Seed Preferred Stock of the Company, par value $0.001 per share, 3,000,000 shares of which are authorized pursuant to the Restated Certificate, with an original issue price of $0.50 per share.
"Transfer" means to sell, assign, transfer, pledge, hypothecate, give, create a security interest in or lien on, place in trust (voting or otherwise), encumber, or otherwise dispose of, directly or indirectly, whether voluntarily, involuntarily, by operation of law, or otherwise.
ARTICLE 2 — REGISTRATION RIGHTS
The Company covenants and agrees with the Holders as follows:
Section 2.1 — Demand Registration
(a) Request for Registration. At any time after the earlier of (i) the fifth (5th) anniversary of the date of this Agreement (i.e., July 18, 2027) or (ii) one hundred eighty (180) days after the effective date of the Company's IPO, the Initiating Holders may request in writing that the Company effect a registration under the Securities Act covering all or part of the Registrable Securities held by such Initiating Holders (a "Demand Registration"). Such request shall specify the number of Registrable Securities proposed to be sold and the intended method or methods of distribution thereof. Upon receipt of any such request, the Company shall promptly (and in any event within ten (10) business days) give written notice of such proposed registration to all other Holders and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within twenty (20) days after the Company's notice is delivered or mailed.
(b) Obligation to Register. Subject to the limitations set forth in this Section 2.1, the Company shall file a registration statement on Form S-1 (or, if the Company is then eligible, on Form S-3) within sixty (60) days after receipt of the request of the Initiating Holders pursuant to Section 2.1(a) and shall use commercially reasonable efforts to cause such registration statement to become effective as soon as practicable thereafter. The Company shall keep such registration statement effective for a period of up to one hundred twenty (120) days, or if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that such 120-day period shall be extended for a period of time equal to the period any Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company, and provided further that the Company shall not be deemed to have effected a Demand Registration unless the registration statement covering such Demand Registration has been declared effective by the Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto.
(c) Limitation on Demand Registrations. The Company shall not be obligated to effect more than two (2) Demand Registrations pursuant to this Section 2.1. A registration requested pursuant to this Section 2.1 shall not be counted as a Demand Registration for purposes of this Section 2.1(c) if (i) the registration statement relating thereto does not become effective, (ii) the registration statement is not maintained effective for the requisite period specified in Section 2.1(b) (other than as a result of actions or inactions of the Holders), (iii) a Demand Registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or any other governmental agency, or (iv) the conditions to closing specified in the applicable underwriting agreement are not satisfied (other than by reason of a default by any participating Holder).
(d) Deferral. Notwithstanding anything to the contrary in this Section 2.1, the Company may postpone the filing of a registration statement for a period not exceeding ninety (90) days if the Board of Directors determines in good faith that such filing would (i) be seriously detrimental to the Company and its stockholders because such registration would (A) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (C) render the Company unable to comply with the requirements under the Securities Act or the Exchange Act, or (ii) the Company is then engaged in a material financing, the consummation of which would be adversely affected by the filing of a registration statement (a "Deferral Period"); provided, however, that the Company shall not exercise such right of deferral more than once in any twelve (12)-month period, and the Company shall not register any securities of the Company during such Deferral Period for its own account or that of any other stockholder.
(e) Underwriter Cutback. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request, and the Company shall include such information in the written notice to all other Holders. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder). All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Initiating Holders (which managing underwriter or underwriters shall be reasonably acceptable to the Company). If the managing underwriter advises the Initiating Holders in writing that, in its reasonable opinion, the number of Registrable Securities requested to be included in such offering exceeds the number of securities that can be sold in an orderly manner in such offering within a price range acceptable to the Initiating Holders without adversely affecting the marketability, proposed offering price, timing, or distribution of the securities offered or the market for the securities offered, then the Company shall include in such registration, in the following priority: (i) first, the Registrable Securities of the Holders who have requested participation in such registration, pro rata among such Holders based on the number of Registrable Securities requested to be included by each such Holder; and (ii) second, the securities, if any, that the Company proposes to register for its own account.
Section 2.2 — Piggyback Registration
(a) Notice and Inclusion. If (but without any obligation to do so) the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash, on a form that would permit registration of Registrable Securities (other than an Excluded Registration), the Company shall, at such time, promptly give each Holder written notice of such registration at least twenty (20) days prior to the anticipated filing date of the registration statement pertaining to such registration (the "Piggyback Notice"). Upon the written request of any Holder given within fifteen (15) days after receipt of the Piggyback Notice by such Holder (which request shall specify the number of Registrable Securities intended to be included by such Holder), the Company shall use commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has so requested to be registered (a "Piggyback Registration"). The Company shall have no obligation to proceed with any proposed registration and may, at any time, in its sole discretion, abandon such proposed registration without obligation to any Holder. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1 or Section 2.3.
(b) Underwriter Cutback in Piggyback Registrations. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company in writing that, in its reasonable opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing, or distribution of the securities offered or the market for the securities offered, the Company shall include in such registration, in the following priority: (i) first, the securities the Company proposes to sell for its own account; (ii) second, the Registrable Securities of the Holders who have requested to participate in such registration, pro rata among such Holders based on the number of Registrable Securities requested to be included by each such Holder; and (iii) third, any other securities of the Company requested to be included in such registration.
(c) No Piggyback on Demand Registrations. For the avoidance of doubt, no Holder shall have any right to include Registrable Securities in a Demand Registration effected under Section 2.1 by virtue of this Section 2.2. Rather, any Holder wishing to participate in a Demand Registration shall exercise its rights under Section 2.1 in accordance with the procedures set forth therein.
Section 2.3 — Form S-3 Registration
(a) Request. After the Company has qualified for the use of Form S-3 (or any comparable or successor form or forms of registration statement prescribed by the Commission), the Holders of at least twenty percent (20%) of the then-outstanding Registrable Securities may request in writing that the Company effect a registration on Form S-3 (a "Form S-3 Registration") covering the sale of Registrable Securities at an anticipated aggregate offering price to the public (net of any underwriting discounts and commissions) of at least Three Million Dollars ($3,000,000). Upon receipt of any such request, the Company shall promptly give written notice of the proposed registration to all other Holders, and shall, as soon as practicable, but in any event within thirty (30) days after the receipt of such written request, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of the Company's notice.
(b) Limitation. The Company shall not be obligated to effect more than two (2) Form S-3 Registrations in any twelve (12)-month period pursuant to this Section 2.3. A registration requested under this Section 2.3 shall not be counted as a Demand Registration under Section 2.1.
(c) Deferral. The Company may defer the filing of a registration statement pursuant to this Section 2.3 under the same conditions and limitations applicable to a deferral of a Demand Registration under Section 2.1(d).
Section 2.4 — Obligations of the Company in Connection with Registration
Whenever required under this Article 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the Holder or Holders have completed the distribution related thereto;
(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;
(c) furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them;
(d) use commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other state securities or "blue sky" laws of such jurisdictions as shall be reasonably requested by the Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(e) cause all Registrable Securities covered by such registration statement to be listed on the securities exchange on which similar securities issued by the Company are then listed (or, if no such securities are listed, on such national securities exchange as may be reasonably selected by the Company with the approval of the Holders of a majority of the Registrable Securities covered by such registration);
(f) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities registered pursuant hereto, which transfer agent and registrar shall be Ledgermark Transfer Services, Inc. (or such other transfer agent as may be appointed by the Company with reasonable notice to the Holders) and deliver customary transfer agent instructions to such transfer agent consistent with the terms of this Agreement;
(g) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter or underwriters of such offering, and cause each Holder participating in such offering to enter into such underwriting agreement;
(h) use commercially reasonable efforts to cause the independent certified public accountants of the Company, currently Whitfield & Hesse CPAs LLP (or such successor independent auditors as may be approved by the Board), to provide customary comfort letters to the underwriters, if any, in form and substance as is customary in connection with underwritten offerings of equity securities;
(i) use commercially reasonable efforts to furnish, on the date or dates that such Registrable Securities are delivered to the underwriters for sale, an opinion and negative assurance letter, dated as of such date or dates, of the counsel representing the Company for the purposes of such registration, in form, substance, and scope as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any;
(j) notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such Holder, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(k) notify each Holder promptly of (i) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceeding for that purpose, and (ii) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and
(l) use commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a registration statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, and, if any such order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment.
Section 2.5 — Furnish Information
It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding such Holder, the Registrable Securities held by such Holder, and the intended method of disposition of such securities as the Company shall reasonably request in writing and as shall be reasonably required in connection with the preparation of the registration statement, and for so long as the Company is obligated to file and maintain effective a registration statement, such Holder shall, as promptly as reasonably practicable, notify the Company of any inaccuracy or change in the information previously furnished by such Holder that is contained or referred to in such registration statement or prospectus.
Section 2.6 — Expenses of Registration
(a) Company Expenses. All expenses (other than Selling Expenses, as defined below) incurred in connection with registrations, filings, or qualifications pursuant to Section 2.1, Section 2.2, and Section 2.3, including all registration, filing, and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company (including, without limitation, the fees of Calderwood & Harkness LLP or successor counsel), and the reasonable fees and disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (which counsel shall, unless otherwise agreed, be Fenwick, Pratt & Howell LLP), shall be borne and paid by the Company. All such expenses are referred to herein as "Registration Expenses."
(b) Selling Expenses. All underwriting discounts and selling commissions applicable to the sale of Registrable Securities, and all fees and disbursements of any counsel to a selling Holder (other than the one counsel selected pursuant to Section 2.6(a)), shall be borne by the Holder or Holders selling such Registrable Securities, in proportion to the number of Registrable Securities sold by each such Holder (collectively, "Selling Expenses").
(c) Withdrawn Registrations. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Initiating Holders (in which case all Holders who requested inclusion in such registration shall bear such Registration Expenses pro rata based upon the number of Registrable Securities that were to be included in such withdrawn registration), unless the Holders of a majority of the Registrable Securities agree that such withdrawn registration shall constitute one of the two Demand Registrations available under Section 2.1(c). Notwithstanding the foregoing, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request for such registration and have withdrawn the request for registration with reasonable promptness following disclosure of such material adverse change, then the Holders shall not be required to pay any of such Registration Expenses, and the Company shall bear all such Registration Expenses, and such registration shall not constitute one of the Demand Registrations available under Section 2.1(c).
Section 2.7 — Delay of Registration
No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Article 2.
Section 2.8 — Indemnification in Connection with Registration
In the event any Registrable Securities are included in a registration statement under this Article 2:
(a) Company Indemnification of Holders. To the extent permitted by applicable law, the Company shall indemnify and hold harmless each selling Holder, each of such Holder's officers, directors, partners, members, managers, stockholders, agents, and counsel, and each Person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each underwriter, if any, and each Person, if any, who controls such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Holder Indemnified Parties"), against any and all losses, claims, damages, liabilities (joint or several), and expenses (including reasonable attorneys' fees and costs of investigation and litigation) (collectively, "Damages") to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act, or any other federal or state law, insofar as such Damages arise out of or are based upon any of the following: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law; provided, however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such Damage if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), nor shall the Company be liable in any such case for any such Damage to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by such Holder, underwriter, or controlling Person specifically for use in the registration statement, prospectus, or amendment or supplement thereto.
(b) Holder Indemnification of Company. To the extent permitted by applicable law, each selling Holder participating in a registration shall indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each other selling Holder, and each underwriter, if any, and each Person, if any, who controls any underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all Damages to which any of the foregoing Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state law, insofar as such Damages (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing by such Holder specifically for use in the preparation thereof; provided, however, that in no event shall the aggregate amount of any Damages for which any Holder shall be liable under this Section 2.8(b) exceed the lesser of (i) the net proceeds actually received by such Holder from the sale of Registrable Securities in connection with such registration and (ii) such proportion of the total amount of such Damages as is equal to the proportion that the public offering price of all securities sold by such Holder in such registration bears to the public offering price of all securities sold in such registration.
(c) Contribution. If the indemnification provided for in Sections 2.8(a) and 2.8(b) is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any Damages referred to therein, then, in lieu of indemnifying such indemnified party thereunder, the indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Damages in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, the obligation of any Holder to contribute pursuant to this Section 2.8(c) shall be limited to an amount equal to the lesser of (i) the net proceeds actually received by such Holder from the sale of Registrable Securities in connection with such registration and (ii) such proportion of the total amount of the Damages as is equal to the proportion that the public offering price of all securities sold by such Holder in such registration bears to the public offering price of all securities sold in such registration. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
(d) Notice. Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8 to the extent of such prejudice, but the omission so to deliver written notice to the indemnifying party shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8.
(e) Survival. The obligations of the Company and the Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration statement under this Article 2, and shall survive the termination of this Agreement.
Section 2.9 — Reports Under the Exchange Act
With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), after the Company has registered any class of securities under Section 12 of the Exchange Act or has filed a registration statement pursuant to Section 15(d) of the Exchange Act, the Company shall:
(a) make and keep available adequate current public information, as those terms are understood and defined in Rule 144, at all times after the effective date of the first registration statement filed by the Company under the Securities Act for the offering of its securities to the general public;
(b) use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and
(c) furnish to any Holder, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested by a Holder in availing itself of any rule or regulation of the Commission that permits the selling of any such securities without registration or pursuant to Form S-3.
Section 2.10 — Limitations on Subsequent Registration Rights
From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1, Section 2.2, or Section 2.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included, or (b) to make a demand registration that could result in such registration statement being declared effective prior to the earliest dates permitted in Section 2.1 or could reduce the number of Demand Registrations that may be initiated by the Initiating Holders under Section 2.1. For the avoidance of doubt, any agreement granting registration rights to a third party that is subordinate to the Holders' rights under this Agreement shall not require such prior written consent.
Section 2.11 — Termination of Registration Rights
The rights of any particular Holder to cause the Company to register Registrable Securities pursuant to this Article 2 shall terminate upon the earliest to occur of the following:
(a) the fifth (5th) anniversary of the closing of the Company's IPO;
(b) as to any particular Holder, the date on which all Registrable Securities held by such Holder (and any Affiliate of such Holder with whom such Holder's shares are aggregated) may be sold in a single transaction without volume limitations or manner of sale restrictions under Rule 144 (or any successor provision) within a three (3)-month period without registration under the Securities Act; or
(c) the dissolution, liquidation, or winding up of the Company.
ARTICLE 3 — INFORMATION RIGHTS
Section 3.1 — Delivery of Financial Statements
The Company shall deliver to each Major Investor:
(a) Annual Audited Financial Statements. As soon as practicable, and in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (the Company's fiscal year ending on December 31 of each calendar year), an audited consolidated balance sheet of the Company as at the end of such fiscal year, together with the related audited consolidated statements of income, stockholders' equity, and cash flows for such fiscal year, all prepared in accordance with GAAP consistently applied and audited by Whitfield & Hesse CPAs LLP, or such other independent certified public accountants of nationally recognized standing selected by the Board of Directors and reasonably acceptable to the Holders of a majority of the then-outstanding Registrable Securities (such audited financial statements to include a report thereon by such independent certified public accountants). Such financial statements shall be accompanied by a management discussion and analysis of the Company's results of operations and financial condition for the periods covered thereby.
(b) Quarterly Unaudited Financial Statements. As soon as practicable, and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year (i.e., the quarters ending March 31, June 30, and September 30), an unaudited consolidated balance sheet of the Company as at the end of such quarter and the related unaudited consolidated statements of income and cash flows for such quarter and for the fiscal year to date, in each case reviewed and certified by the Company's Chief Financial Officer (currently David Okonkwo, or his successor) as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes), together with a comparison of such statements to (i) the budget approved by the Board of Directors for such period and (ii) the comparable period of the prior fiscal year, with explanations for material variances.
(c) Monthly Management Reports. As soon as practicable, and in any event within thirty (30) days after the end of each calendar month, unaudited monthly management reports in a form reasonably acceptable to the Major Investors, including, without limitation: (i) revenue and expense detail for the month and year-to-date; (ii) the Company's cash position, including a summary of cash receipts and disbursements; (iii) key performance metrics, including annual recurring revenue ("ARR"), net revenue retention, customer acquisition costs, and such other metrics as the Board may from time to time designate; (iv) headcount data; and (v) such other information as may be reasonably requested from time to time by any Major Investor.
(d) Annual Budget. No later than thirty (30) days prior to the end of each fiscal year, a comprehensive operating budget and financial projections for the upcoming fiscal year (including projected income statements, balance sheets, and cash flow statements on at least a quarterly basis, and key assumptions underlying such projections), as approved by the Board of Directors.
(e) Capitalization Table. The Company shall maintain, and provide upon the written request of any Major Investor, a current and accurate capitalization table setting forth the fully diluted capitalization of the Company, including all outstanding shares, options, warrants, convertible securities, and other rights to acquire equity of the Company, as maintained by or reconciled with Ledgermark Transfer Services, Inc. (or any successor transfer agent).
Section 3.2 — Inspection Rights
Each Major Investor shall have the right to visit and inspect the Company's properties, to examine the Company's books of account and records (including, without limitation, the Company's corporate minute books and stock ledger), and to discuss the Company's affairs, finances, and accounts with its officers and management, all during normal business hours and upon at least five (5) business days' prior written notice, and at the expense of such Major Investor; provided, however, that (a) such inspection shall not unreasonably interfere with the Company's business operations, (b) the Company shall not be required to disclose trade secrets or information that is subject to attorney-client privilege (unless such privilege can be maintained), and (c) the Company may require any such Major Investor to enter into a customary non-disclosure or confidentiality agreement as a condition to the disclosure of any particularly sensitive information.
Section 3.3 — Termination of Information Rights
The information rights granted pursuant to this Article 3 shall terminate upon the earliest to occur of (a) the closing of the Company's IPO, following which the Company shall be subject to the reporting requirements of the Exchange Act and information will be publicly available, (b) a Deemed Liquidation Event (as defined in the Restated Certificate), or (c) the dissolution, liquidation, or winding up of the Company.
Section 3.4 — Confidentiality
Each Investor acknowledges that the information received by it pursuant to this Article 3 may constitute material non-public information concerning the Company. Each Investor agrees that it will use the information received pursuant to this Article 3 solely for the purpose of monitoring, evaluating, and managing its investment in the Company, and for no other purpose. Each Investor shall hold in strict confidence and shall not disclose, reproduce, or distribute to any third party any such information, except:
(a) to such Investor's partners, members, limited partners, stockholders, employees, officers, directors, agents, accountants, legal advisors, and other professional advisors who have a need to know such information in connection with such Investor's investment in the Company and who are bound by obligations of confidentiality no less restrictive than those contained herein (and such Investor shall be responsible for any breach of this Section 3.4 by any such Person);
(b) as may be required by applicable law, regulation, or legal, judicial, administrative, or regulatory process (including, without limitation, any filing required by any governmental authority or securities exchange), in which case the Investor shall, to the extent reasonably practicable and legally permissible, give the Company prompt written notice of such requirement prior to making such disclosure so that the Company may seek a protective order or other appropriate remedy;
(c) to the extent that such information is or has become publicly available other than as a result of a breach of this Section 3.4 by such Investor; or
(d) to the extent that such information was already known to the Investor on a non-confidential basis prior to its receipt from the Company, as evidenced by the Investor's written records.
ARTICLE 4 — RIGHTS OF PARTICIPATION (PRO-RATA RIGHTS)
Section 4.1 — Right of First Offer
(a) Grant of Right. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, the Company shall not issue, sell, or exchange, agree to issue, sell, or exchange, or reserve or set aside for issuance, sale, or exchange, any New Securities (as defined below), unless the Company shall first offer each Major Investor the right to purchase such Major Investor's Pro-Rata Share of such New Securities on the same terms and conditions as those offered to the proposed purchasers of such New Securities. Each Major Investor shall be entitled to apportion the right of first offer granted hereunder among itself and its Affiliates in such proportions as it deems appropriate.
(b) Pro-Rata Share. Each Major Investor's "Pro-Rata Share" for purposes of this Section 4.1 shall be the ratio of (x) the number of shares of Common Stock then held by such Major Investor (including shares of Common Stock issuable upon conversion of all shares of Preferred Stock then held by such Major Investor, on an as-converted and fully-diluted basis) to (y) the total number of shares of Common Stock of the Company then outstanding on an as-converted and fully-diluted basis (including all shares of Common Stock issuable upon conversion of all outstanding Preferred Stock, all shares of Common Stock issuable upon the exercise of all outstanding options, warrants, and other convertible securities, and all shares of Common Stock reserved for issuance under the Company's equity incentive plans). As of the date hereof, the total number of shares of Common Stock on an as-converted and fully-diluted basis is 30,900,000 shares.
(c) Procedure. The Company shall give written notice (the "Issuance Notice") to each Major Investor at least fifteen (15) business days prior to the proposed issuance of any New Securities, which Issuance Notice shall set forth (i) the type and a description of the New Securities proposed to be issued, (ii) the price and other material terms and conditions upon which the Company proposes to issue such New Securities, (iii) the amount of New Securities proposed to be issued, and (iv) the proposed date of issuance. Each Major Investor shall have fifteen (15) business days from the date of receipt of the Issuance Notice (the "Exercise Period") to elect to purchase up to its Pro-Rata Share of such New Securities, at the price and on the terms specified in the Issuance Notice, by giving written notice to the Company stating the quantity of New Securities to be purchased. If any Major Investor fails to exercise its right of first offer within the Exercise Period, such Major Investor shall be deemed to have waived its rights under this Section 4.1 with respect to such issuance (but not with respect to future issuances). Any portion of New Securities that is not subscribed for by the Major Investors during the Exercise Period may first be offered to the participating Major Investors for an additional period of ten (10) business days on a pro-rata basis (based on the relative Pro-Rata Shares of the participating Major Investors). After the expiration of such additional period, any remaining unsubscribed New Securities may be issued and sold by the Company to any Person or Persons at a price and on terms no more favorable to such Person or Persons than those specified in the Issuance Notice, for a period of ninety (90) days following the expiration of the Exercise Period (or the additional period, as applicable). If such New Securities are not issued and sold by the Company within such ninety (90)-day period, the Company shall not thereafter issue or sell any New Securities without again complying with this Section 4.1.
(d) Definition of "New Securities." "New Securities" shall mean, collectively, equity securities of the Company, including Common Stock, Preferred Stock, and rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. Notwithstanding the foregoing, "New Securities" shall not include:
(i) shares of Common Stock issuable upon conversion of any shares of Preferred Stock;
(ii) shares of Common Stock, stock options, restricted stock, restricted stock units, or other equity awards issued or issuable to employees, officers, directors, or consultants of the Company pursuant to any equity incentive plan, stock purchase plan, or similar arrangement approved by the Board of Directors, including, without limitation, the 2018 Equity Incentive Plan, as amended (the current option pool providing for up to 4,635,000 shares, representing fifteen percent (15%) of the 30,900,000 post-closing fully diluted shares);
(iii) shares of Common Stock or Preferred Stock issuable upon exercise of any options, warrants, or convertible securities outstanding as of the date hereof;
(iv) shares of any series of Preferred Stock or Common Stock issued in connection with any bona fide acquisition, merger, consolidation, or strategic transaction approved by the Board of Directors, including the affirmative vote of at least one director designated by the holders of Preferred Stock;
(v) shares of Common Stock or Preferred Stock issued in connection with any equipment leasing arrangement, bank financing, real property leasing transaction, or similar transaction approved by the Board of Directors;
(vi) shares of Common Stock issued in connection with the Company's IPO; and
(vii) shares of Common Stock or Preferred Stock issued as a dividend or distribution on the Preferred Stock or pursuant to any event for which adjustment is made pursuant to the anti-dilution provisions of the Restated Certificate.
Section 4.2 — Termination of Pro-Rata Rights
The rights of participation set forth in this Article 4 shall terminate upon the earliest to occur of:
(a) the closing of the Company's IPO;
(b) a Deemed Liquidation Event (as defined in the Restated Certificate);
(c) the dissolution, liquidation, or winding up of the Company; or
(d) as to any particular Major Investor, the date on which such Major Investor (together with its Affiliates) ceases to hold at least 500,000 shares of Preferred Stock (on an as-converted-to-Common-Stock basis, as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar events) and therefore ceases to qualify as a Major Investor under this Agreement.
ARTICLE 5 — ADDITIONAL COVENANTS
Section 5.1 — Insurance
The Company shall obtain and maintain in ful

AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

SKYBRIDGE FINTECH LTD.

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