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AMENDED AND RESTATED VOTING AGREEMENT

by and among

SKYBRIDGE FINTECH LTD.

(a Delaware corporation)

the KEY HOLDERS listed on Exhibit A hereto

and

the INVESTORS listed on Exhibit B hereto

Dated as of July 18, 2022

This Amended and Restated Voting Agreement (this "Agreement") amends and restates in its entirety the Voting Agreement dated as of March 6, 2020, among the Company and certain of its stockholders (the "Prior Agreement").

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AMENDED AND RESTATED VOTING AGREEMENT

This AMENDED AND RESTATED VOTING AGREEMENT (this "Agreement") is entered into as of July 18, 2022, by and among Skybridge Fintech Ltd., a Delaware corporation (the "Company"), the Key Holders listed on Exhibit A attached hereto, and the Investors listed on Exhibit B attached hereto. The Key Holders and the Investors are sometimes referred to herein individually as a "Stockholder" and collectively as the "Stockholders."

RECITALS

A. The Company, certain of the Key Holders, and certain of the Investors previously entered into that certain Voting Agreement dated as of March 6, 2020 (the "Prior Agreement"), in connection with the Company's Series A Preferred Stock financing, pursuant to which the parties thereto agreed to certain arrangements regarding the voting of their shares of capital stock of the Company and the composition of the Board of Directors of the Company.

B. The Company is concurrently entering 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 identified therein (the "Series B Investors"), pursuant to which the Company will issue and sell an aggregate of 7,500,000 shares of its Series B Preferred Stock, par value $0.0001 per share, at a purchase price of $6.00 per share, for aggregate gross proceeds to the Company of $45,000,000. The Series B Investors include Granite Peak Ventures, LP, Ridgeline Capital Partners, LLC, and Solstice Growth Fund I, LP.

C. A condition to the closing of the transactions contemplated by the Purchase Agreement is the execution and delivery of this Agreement by the parties hereto, amending and restating the Prior Agreement in its entirety to reflect, among other things, the addition of the Series B Investors as parties hereto, changes to the composition of the Board of Directors, the establishment of drag-along rights, and certain other matters set forth herein.

D. The parties hereto desire to set forth their agreements regarding the voting of their shares of capital stock of the Company, the composition of the Board of Directors of the Company, drag-along rights in connection with certain sale transactions, and certain other matters, all as more fully set forth herein.

E. The transaction documents executed in connection with the Series B Preferred Stock financing, including this Agreement, are based on the model form legal documents published by the National Venture Capital Association (NVCA) (2020 edition), customized and adapted for this transaction as agreed among the parties and their respective counsel.

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:

"Agreement" means this Amended and Restated Voting Agreement, including all exhibits and schedules attached hereto, as the same may be amended, modified, supplemented, or restated from time to time in accordance with the provisions hereof.

"Board" or "Board of Directors" means the Board of Directors of the Company.

"Certificate of Incorporation" 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 amended, modified, supplemented, or restated from time to time.

"Common Stock" means the Common Stock of the Company, par value $0.0001 per share, of which 30,000,000 shares are authorized as of the date hereof.

"Company" means Skybridge Fintech Ltd., a Delaware corporation, with its principal office at 1600 Market Street, Suite 2200, Wilmington, DE 19801, federal employer identification number (EIN) 84-3291057, and any successor entity thereto.

"Equity Securities" means (a) shares of Common Stock, (b) shares of Preferred Stock, and (c) any securities of the Company that are convertible into or exercisable or exchangeable for shares of Common Stock or Preferred Stock, including without limitation warrants, options, and convertible notes.

"Investors" means the holders of Preferred Stock listed on Exhibit B attached hereto, together with their respective successors and permitted assigns who become parties to this Agreement in accordance with the terms hereof, including without limitation:

(i) Granite Peak Ventures, LP, a Delaware limited partnership, holding shares of Series B Preferred Stock;

(ii) Ridgeline Capital Partners, LLC, a Delaware limited liability company, holding shares of Series A Preferred Stock and Series B Preferred Stock;

(iii) Solstice Growth Fund I, LP, a Delaware limited partnership, holding shares of Series B Preferred Stock; and

(iv) Harborview Seed Investors LLC, a Delaware limited liability company, holding shares of Series Seed Preferred Stock.

"Key Holders" means the holders of Common Stock listed on Exhibit A attached hereto, together with their respective successors and permitted assigns who become parties to this Agreement in accordance with the terms hereof, including without limitation:

(i) Naveen Raghavan, an individual, holding 4,200,000 shares of Common Stock;

(ii) Claire Whitmore, an individual, holding 3,800,000 shares of Common Stock; and

(iii) David Okonkwo, an individual, holding 600,000 shares of Common Stock, subject to a four (4)-year vesting schedule with a twenty-five percent (25%) cliff vesting at the one-year anniversary of the applicable vesting commencement date.

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

"Prior Agreement" means the Voting Agreement dated as of March 6, 2020, by and among the Company and certain of its stockholders, which is hereby amended and restated in its entirety by this Agreement.

"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.

"Qualified IPO" means a firm-commitment underwritten initial public offering of shares of Common Stock of the Company pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), resulting in (a) aggregate gross proceeds to the Company (before deduction of underwriting discounts and commissions) of at least Seventy-Five Million Dollars ($75,000,000), and (b) a per-share offering price to the public of at least three times (3×) the Series B Original Issue Price (as defined in the Certificate of Incorporation) (i.e., at least Eighteen Dollars ($18.00) per share on an as-adjusted basis).

"Qualified Sale" means any transaction or series of related transactions constituting a "Deemed Liquidation Event" as such term is defined in the Certificate of Incorporation, including without limitation (a) a merger or consolidation of the Company with or into another entity (other than a merger or consolidation effected solely for the purpose of changing the domicile of the Company), (b) a sale, lease, transfer, exclusive license, or other disposition of all or substantially all of the assets of the Company, or (c) a transaction or series of related transactions in which any person or group of related persons acquires beneficial ownership of more than fifty percent (50%) of the outstanding voting power of the Company.

"Series A Director" means the director designated by the holders of a majority of the then-outstanding shares of Series A Preferred Stock, voting as a separate class, pursuant to Section 2.2(b) of this Agreement.

"Series A Preferred Stock" means the Series A Preferred Stock of the Company, par value $0.0001 per share, of which 5,000,000 shares are authorized and outstanding as of the date hereof.

"Series B Director" means the director designated by the holders of a majority of the then-outstanding shares of Series B Preferred Stock, voting as a separate class, pursuant to Section 2.2(c) of this Agreement.

"Series B Preferred Stock" means the Series B Preferred Stock of the Company, par value $0.0001 per share, of which 7,500,000 shares are authorized and outstanding as of the date hereof (upon completion of the closing under the Purchase Agreement).

"Series Seed Preferred Stock" means the Series Seed Preferred Stock of the Company, par value $0.0001 per share, of which 3,000,000 shares are authorized and outstanding as of the date hereof.

"Shares" means, with respect to any Stockholder, (a) all shares of Common Stock now owned or hereafter acquired by such Stockholder, (b) all shares of Preferred Stock now owned or hereafter acquired by such Stockholder, and (c) all shares of Common Stock issuable upon conversion of such shares of Preferred Stock; provided, however, that "Shares" shall not include any securities acquired by such Stockholder in a Qualified IPO or any open-market transactions following a Qualified IPO.

"Stockholders" means, collectively, the Key Holders and the Investors, together with any persons who become parties to this Agreement by execution of a joinder agreement in the form attached hereto as Exhibit D.

"Transfer" means any direct or indirect sale, assignment, pledge, hypothecation, encumbrance, disposition, or other transfer (whether voluntary, involuntary, or by operation of law), including without limitation any transfer by gift, bequest, or intestate succession, or any transfer to a trustee or custodian, or any transfer pursuant to a divorce or separation agreement, or any transfer by foreclosure or exercise of a security interest.

Section 1.2 — Construction. Unless the context otherwise requires:

(a) All references in this Agreement to "Articles," "Sections," "Exhibits," and "Schedules" are to Articles, Sections, Exhibits, and Schedules of and to this Agreement, unless otherwise specified.

(b) All headings and captions contained in this Agreement are inserted for convenience of reference only and shall not be deemed to be a part of this Agreement or to affect the construction or interpretation of any provision hereof.

(c) Words used in this Agreement, regardless of the gender and number specifically used, shall be deemed and construed to include any other gender, masculine, feminine, or neuter, and any other number, singular or plural, as the context requires.

(d) The word "including" (and variations thereof, such as "includes" and "include") means "including without limitation" and shall not be construed to limit any general statement that precedes it to the specific or similar items or matters immediately following it.

(e) References to "dollars" or "$" mean lawful money of the United States of America.

(f) References to any agreement, instrument, or other document mean such agreement, instrument, or other document as amended, supplemented, or modified from time to time in accordance with its terms, unless otherwise specified.

(g) References to any law or statute shall include all rules, regulations, and orders promulgated thereunder, and all amendments, modifications, extensions, and replacements thereof.

ARTICLE 2: VOTING PROVISIONS — BOARD COMPOSITION

Section 2.1 — Board Size. The authorized number of directors of the Company shall be five (5). Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee, or officer of the Company, or otherwise, and including without limitation attendance at meetings in person or by proxy for purposes of obtaining a quorum, and execution of written consents in lieu of meetings), to ensure that the size of the Board shall be established at and remain at five (5) directors. No Stockholder shall take any action, and the Company shall not take any action, to increase or decrease the size of the Board without the prior written consent of each of the following: (a) the holders of a majority of the then-outstanding shares of Series B Preferred Stock, (b) the holders of a majority of the then-outstanding shares of Series A Preferred Stock, and (c) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders.

Section 2.2 — Board Composition. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee, or officer of the Company, or otherwise, and including without limitation attendance at meetings in person or by proxy for purposes of obtaining a quorum, and execution of written consents in lieu of meetings), to ensure that, at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the Board of Directors shall be composed as follows:

(a) Common Stock Designees (Seats 1 and 2).

(i) Seat 1. One (1) director designated by the holders of a majority of the then-outstanding shares of Common Stock (the "Common Director — Seat 1"). The initial Common Director — Seat 1 shall be Naveen Raghavan, Co-Founder and Chief Executive Officer of the Company.

(ii) Seat 2. One (1) director designated by the holders of a majority of the then-outstanding shares of Common Stock (the "Common Director — Seat 2"). The initial Common Director — Seat 2 shall be Claire Whitmore, Co-Founder and Chief Technology Officer of the Company.

(b) Series A Preferred Designee (Seat 3).

One (1) director designated by the holders of a majority of the then-outstanding shares of Series A Preferred Stock, voting as a separate class (the "Series A Director"). The initial Series A Director shall be Thomas Brennan, Managing Director of Ridgeline Capital Partners, LLC. For so long as Ridgeline Capital Partners, LLC holds at least 2,500,000 shares of Series A Preferred Stock (representing at least fifty percent (50%) of the outstanding Series A Preferred Stock), Ridgeline Capital Partners, LLC shall have the right to designate the Series A Director without the need for any vote or consent of any other holder of Series A Preferred Stock.

One (1) director designated by the holders of a majority of the then-outstanding shares of Series B Preferred Stock, voting as a separate class (the "Series B Director"). The initial Series B Director shall be Priya Deshmukh, Partner at Granite Peak Ventures, LP. For so long as Granite Peak Ventures, LP holds at least 3,750,000 shares of Series B Preferred Stock (representing at least fifty percent (50%) of the outstanding Series B Preferred Stock), Granite Peak Ventures, LP shall have the right to designate the Series B Director without the need for any vote or consent of any other holder of Series B Preferred Stock.

(d) Independent Director (Seat 5).

One (1) independent director mutually acceptable to each of the following: (i) the holders of a majority of the then-outstanding shares of Series B Preferred Stock, (ii) the holders of a majority of the then-outstanding shares of Series A Preferred Stock, and (iii) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders (the "Independent Director"). The Independent Director shall be designated and appointed within ninety (90) days following the closing of the transactions contemplated by the Purchase Agreement (i.e., no later than October 27, 2022). The Independent Director shall meet each of the following independence criteria: (A) the Independent Director shall not be an employee, officer, or consultant of the Company; (B) the Independent Director shall not be an employee, officer, partner, member, or affiliate of any Investor or Key Holder; (C) the Independent Director shall not be a family member (as defined in Rule 5605(a)(2) of the Nasdaq Listing Rules) of any officer or director of the Company; and (D) the Independent Director shall not have any material business relationship with the Company or any Investor that would reasonably be expected to impair such person's ability to exercise independent judgment. Pending the appointment of the Independent Director, Seat 5 shall remain vacant, and the Board shall operate with four (4) directors until such appointment is made.

The directors designated pursuant to Sections 2.2(a) through 2.2(d) are sometimes collectively referred to herein as the "Designated Directors." Each of the Series A Director and the Series B Director is sometimes referred to herein as a "Preferred Director."

Section 2.3 — Failure to Designate. In the event that any party or group of parties entitled to designate a director pursuant to Section 2.2 fails to designate a nominee to fill a vacancy on the Board within thirty (30) days after written notice from the Company requesting such designation, the applicable Board seat shall remain vacant until such time as the designating party or parties provide written notice to the Company designating a nominee to fill such seat. No other Stockholder or group of Stockholders shall be entitled to vote or act to fill such vacancy, and no other Stockholder or group of Stockholders shall have any right or obligation to designate a nominee for such seat. For the avoidance of doubt, a Board seat that remains vacant pursuant to this Section 2.3 shall not be counted for purposes of determining a quorum of the Board.

Section 2.4 — Removal of Board Members. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control, to remove any Designated Director from the Board at any time, with or without cause, at the written request of the party or parties entitled to designate such Designated Director pursuant to Section 2.2. No Designated Director may be removed from the Board without the prior written consent of the party or parties entitled to designate such Designated Director pursuant to Section 2.2. Any attempt to remove a Designated Director in contravention of this Section 2.4 shall be null and void and of no force or effect.

Section 2.5 — Vacancies. Any vacancy on the Board created by the removal, resignation, death, or incapacity of a Designated Director shall be filled in accordance with the designation provisions of Section 2.2. The party or parties entitled to designate the director whose departure created such vacancy shall promptly designate a replacement director by providing written notice to the Company. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control, to elect the replacement director so designated, as promptly as practicable following receipt of notice of such designation from the Company.

Section 2.6 — No Liability for Election of Recommended Directors. No Stockholder, and no affiliate of any Stockholder, shall have any liability whatsoever as a result of designating, nominating, or voting for any director candidate in accordance with the provisions of this Agreement. The foregoing shall apply regardless of whether such director candidate is ultimately elected to the Board, and regardless of any actions taken or omitted to be taken by any director so designated, nominated, or elected.

Section 2.7 — Board Observer Rights.

(a) For so long as Granite Peak Ventures, LP holds at least 2,500,000 shares of Series B Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, and the like), Granite Peak Ventures, LP shall be entitled to designate one (1) representative (the "Board Observer") to attend all meetings of the Board of Directors in a nonvoting, observer capacity. The initial Board Observer shall be Marcus Thiel, Managing Partner of Granite Peak Ventures, LP.

(b) The Board Observer shall receive written notice of all Board meetings at the same time and in the same manner as such notice is given to the members of the Board. The Board Observer shall receive copies of all materials, information, and documents provided to the members of the Board at the same time as such materials, information, and documents are provided to the members of the Board.

(c) Notwithstanding the foregoing, the Company may exclude the Board Observer from any executive session of the Board or from access to any materials, information, or documents if the Company's legal counsel advises in writing that (i) such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company and its counsel, (ii) the presence of the Board Observer or access to such materials, information, or documents would create a conflict of interest, or (iii) such materials, information, or documents relate to a transaction or matter in which Granite Peak Ventures, LP or any of its affiliates has a direct or indirect interest adverse to the Company.

(d) The Board Observer shall execute and deliver to the Company a confidentiality and non-disclosure agreement in form and substance reasonably satisfactory to the Company, prior to attending any Board meeting or receiving any Board materials.

Section 2.8 — Committees. The Board of Directors may establish one or more committees of the Board from time to time, in accordance with the Company's Bylaws and applicable law. The composition of any compensation committee established by the Board shall include at least one Preferred Director (either the Series A Director or the Series B Director, or both). Any audit committee established by the Board shall include the Independent Director (once appointed pursuant to Section 2.2(d)) and shall be composed in accordance with applicable law and any applicable stock exchange listing requirements. For so long as this Agreement remains in effect, the composition of any committee of the Board shall be subject to the approval of a majority of the members of the Board (including the affirmative vote of at least one Preferred Director).

ARTICLE 3: VOTE TO INCREASE AUTHORIZED SHARES

Section 3.1 — Increase in Authorized Common Stock. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee, or officer of the Company, or otherwise, and including without limitation attendance at meetings in person or by proxy for purposes of obtaining a quorum, and execution of written consents in lieu of meetings), in favor of any amendment to the Certificate of Incorporation proposed by the Board of Directors that is necessary solely for the purpose of:

(a) authorizing and issuing shares of Common Stock in connection with the conversion of shares of Preferred Stock (including without limitation the conversion of shares of Series Seed Preferred Stock, Series A Preferred Stock, and Series B Preferred Stock) in accordance with the terms of the Certificate of Incorporation;

(b) authorizing and issuing shares of Common Stock, or granting options or other equity awards to purchase shares of Common Stock, pursuant to the Company's 2018 Equity Incentive Plan (as amended from time to time) (the "Plan"), including without limitation the increase of the shares reserved for issuance under the Plan to 4,635,000 shares, representing approximately fifteen percent (15%) of the Company's 30,900,000 post-closing fully diluted shares of capital stock; or

In connection with the closing of the transactions contemplated by the Purchase Agreement, the parties acknowledge and agree that an additional 1,635,000 shares of Common Stock have been authorized and reserved for issuance under the Plan, representing the increase in the equity incentive pool approved by the Board of Directors and the requisite stockholders of the Company in connection with the Series B Preferred Stock financing. Each Stockholder agrees to vote all Shares in favor of the requisite amendments to the Certificate of Incorporation to authorize such additional shares and to approve such increase in the Plan.

ARTICLE 4: DRAG-ALONG RIGHTS

Section 4.1 — Definitions Relating to Drag-Along. As used in this Article 4, the following term shall have the meaning set forth below:

"Drag-Along Sale" means a Qualified Sale (as defined in Section 1.1 of this Agreement) that has been approved by each of the following:

(a) the Board of Directors, including the affirmative vote of the Series B Director;

(b) the holders of a majority of the then-outstanding shares of Series B Preferred Stock, voting as a separate class; and

(c) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders (voting as a group and not on an individual basis).

For the avoidance of doubt, a transaction shall not constitute a "Drag-Along Sale" for purposes of this Article 4 unless each of the approvals specified in clauses (a), (b), and (c) above has been obtained. The approval of the holders of the Series A Preferred Stock and the Series Seed Preferred Stock shall not be required to initiate a Drag-Along Sale, although all such holders shall be subject to the obligations set forth in Section 4.2 below if a Drag-Along Sale is duly approved.

Section 4.2 — Drag-Along Obligation. If a Drag-Along Sale is approved in accordance with Section 4.1, each Stockholder (including all Key Holders and all Investors), with respect to all Shares held by such Stockholder, hereby agrees to take or refrain from taking, as applicable, each of the following actions:

(a) Vote in Favor. To vote all Shares held by such Stockholder in favor of such Drag-Along Sale at any meeting of stockholders called for the purpose of approving such Drag-Along Sale (or execute and deliver a written consent in lieu of a meeting), and to vote against any proposal that could reasonably be expected to delay, impair, or prevent the consummation of such Drag-Along Sale;

(b) Waive Appraisal Rights. To refrain from exercising any dissenters' rights, appraisal rights, or similar rights available under Section 262 of the Delaware General Corporation Law (the "DGCL") or any other applicable law in connection with such Drag-Along Sale, and to take all actions necessary to waive any such rights;

(c) Sell Shares. To sell, tender, exchange, or otherwise transfer all Shares held by such Stockholder on the same terms and conditions as the other Stockholders participating in the Drag-Along Sale, on a pro rata basis (with each series of Preferred Stock treated on an as-converted-to-Common-Stock basis for purposes of determining each Stockholder's pro rata share), subject to the conditions set forth in Section 4.3 below;

(d) Execute Transaction Documents. To execute and deliver all agreements, instruments, certificates, and other documents reasonably required in connection with the Drag-Along Sale, including without limitation the definitive acquisition or merger agreement, escrow agreements, indemnification agreements, letters of transmittal, stockholder representation letters, tax certifications, and any other ancillary documents, all in form and substance consistent with the terms of this Article 4; and

(e) Take All Other Necessary Actions. To take all other actions necessary, desirable, or reasonably requested by the Company or the acquirer to consummate the Drag-Along Sale in an expeditious manner, including without limitation cooperating with the Company and the acquirer in connection with due diligence, regulatory filings, and the preparation of any disclosure documents.

Section 4.3 — Conditions to Drag-Along Obligation. Notwithstanding the foregoing, no Stockholder shall be obligated to participate in a Drag-Along Sale unless each of the following conditions is satisfied:

(a) Minimum Consideration. The aggregate consideration per share payable to each holder of each class and series of capital stock of the Company in the Drag-Along Sale is at least equal to the amount that would be distributed to such holder if the total consideration payable in the Drag-Along Sale were distributed in accordance with the liquidation preferences and distribution waterfall set forth in the Certificate of Incorporation, applied as though the Drag-Along Sale were a "Deemed Liquidation Event." As of the date hereof, the aggregate senior liquidation preferences of the Company's Preferred Stock are as follows:

(i) Series B Preferred Stock: Forty-Five Million Dollars ($45,000,000) (representing $6.00 per share multiplied by 7,500,000 shares);

(ii) Series A Preferred Stock: Ten Million Dollars ($10,000,000) (representing $2.00 per share multiplied by 5,000,000 shares); and

(iii) Series Seed Preferred Stock: One Million Five Hundred Thousand Dollars ($1,500,000) (representing $0.50 per share multiplied by 3,000,000 shares);

for an aggregate senior liquidation preference of Fifty-Six Million Five Hundred Thousand Dollars ($56,500,000).

Each series of Preferred Stock is non-participating, such that the holders of each series shall receive the greater of (A) the applicable liquidation preference amount per share, or (B) the per-share amount that such holder would have received if all shares of such series had been converted into Common Stock immediately prior to the distribution, but not the sum of both (A) and (B);

(b) Limited Representations, Warranties, and Indemnification. The representations, warranties, covenants, and indemnification obligations required of each Stockholder in connection with the Drag-Along Sale shall be limited to (and each Stockholder shall not be required to provide representations, warranties, covenants, or indemnification beyond):

(i) representations regarding such Stockholder's authority and power to effect the transaction, including the due authorization and execution of all transaction documents;

(ii) representations regarding such Stockholder's ownership of and good and valid title to the Shares being sold, free and clear of all liens, encumbrances, and restrictions (other than restrictions arising under applicable securities laws and this Agreement);

(iii) representations that the execution, delivery, and performance of the transaction documents by such Stockholder will not conflict with or result in a violation of any agreement, instrument, order, judgment, or applicable law to which such Stockholder is a party or by which such Stockholder is bound; and

(iv) a pro rata portion (based on the proportion of the total consideration received by such Stockholder relative to the total consideration received by all selling stockholders in the Drag-Along Sale) of a general indemnity obligation, provided that such Stockholder's aggregate indemnification liability shall not exceed the total proceeds actually received by such Stockholder from the Drag-Along Sale (after deducting any amounts held in escrow);

(c) No Non-Competition or Non-Solicitation Covenants. No Stockholder shall be required to agree to any non-competition, non-solicitation, or similar restrictive covenant in connection with the Drag-Along Sale; provided, however, that this limitation shall not apply to (i) officers and employees of the Company who may be required to enter into non-competition or non-solicitation agreements in their capacity as officers or employees of the Company (and not in their capacity as stockholders), and (ii) any Stockholder who separately negotiates and agrees to accept such a restrictive covenant in exchange for additional consideration.

Section 4.4 — Expenses. All fees, costs, and expenses incurred by the Company or by any Stockholder in connection with a Drag-Along Sale that are incurred for the common benefit of all Stockholders participating in the Drag-Along Sale (including without limitation fees and expenses of financial advisors, investment bankers, and escrow agents) shall be shared pro rata among all participating Stockholders based on the relative amount of gross proceeds received (or receivable) by each such Stockholder in the Drag-Along Sale. The Company shall bear any costs and expenses arising out of or relating to the structuring, negotiation, documentation, and consummation of the Drag-Along Sale that are incurred by the Company in its own right, including without limitation fees and expenses of the Company's legal counsel, accountants, and financial advisors.

ARTICLE 5: ADDITIONAL COVENANTS

Section 5.1 — D&O Insurance. The Company shall obtain and maintain, at the Company's expense, directors' and officers' liability insurance in an amount and on terms and conditions satisfactory to the Board of Directors. As of the date hereof, the Company maintains a directors' and officers' liability insurance policy with Ironclad Specialty Insurance Co., Policy No. ISI-DO-2022-07835, providing coverage in the amount of Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate, with an annual premium of Thirty-Eight Thousand Five Hundred Dollars ($38,500) and six (6)-year tail coverage. The Company shall not reduce, cancel, or allow such policy (or any successor policy) to lapse without the prior written approval of the Board of Directors, including the affirmative vote of at least one Preferred Director. The Company shall provide each director with prompt written notice of any material change in the terms, coverage, or renewal status of such policy.

Section 5.2 — Indemnification.

(a) The Company shall indemnify, defend, and hold harmless each member of the Board of Directors to the fullest extent permitted under the DGCL, the Certificate of Incorporation, and the Bylaws of the Company, including without limitation with respect to all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to such director's service on the Board of Directors or any committee thereof, or such director's service as an officer, employee, or agent of the Company at the Company's request.

(b) The Company shall enter into a separate indemnification agreement with each member of the Board of Directors, in form and substance reasonably satisfactory to the Board (including the Preferred Directors), which indemnification agreement shall provide for advancement of expenses and shall be executed and delivered promptly upon each director's appointment to the Board.

(c) The obligations of the Company under this Section 5.2 shall not be deemed exclusive of any other rights to which any director may be entitled under the Certificate of Incorporation, the Bylaws, any other agreement, any vote of stockholders or disinterested directors, or otherwise.

Section 5.3 — Director Compensation.

(a) Non-employee directors serving on the Board of Directors shall not receive cash compensation for their service on the Board or any committee thereof, unless otherwise approved by the Board of Directors.

(b) Non-employee directors shall be eligible to receive equity grants, including stock options, restricted stock, and restricted stock units, under the Company's 2018 Equity Incentive Plan (as amended from time to time), at the discretion of the Board of Directors. The terms and conditions of any such equity grants (including vesting schedules, exercise prices, and expiration dates) shall be determined by the Board in accordance with the terms of the Plan.

(c) Non-employee directors shall be entitled to reimbursement for all reasonable and documented out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors and any committee thereof, including without limitation travel, lodging, and meal expenses.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

Section 6.1 — Representations of the Company. The Company hereby represents and warrants to each Stockholder as follows:

(a) Organization and Good Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted.

(b) Authorization. The execution and delivery of this Agreement by the Company, and the performance by the Company of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of the Company, including the unanimous written consent of the Board of Directors dated July 18, 2022, and, to the extent required, the approval of the stockholders of the Company. No other corporate action on the part of the Company is necessary to authorize the execution, delivery, and performance of this Agreement.

(c) Enforceability. This Agreement constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other laws of general applicability relating to or affecting creditors' rights, and (ii) general equitable principles (whether considered in a proceeding in equity or at law).

(d) No Conflicts. The execution, delivery, and performance of this Agreement by the Company do not and will not (i) conflict with or violate the Certificate of Incorporation or Bylaws of the Company, (ii) conflict with or violate any law, rule, regulation, order, judgment, or decree applicable to the Company or by which any of the Company's properties or assets are bound, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, acceleration, or cancellation under any agreement, contract, instrument, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound.

Section 6.2 — Representations of the Key Holders. Each Key Holder, severally and not jointly, hereby represents and warrants to the Company and to each other Stockholder as follows:

(a) Capacity and Authority. Such Key Holder has the legal capacity and authority to execute, deliver, and perform this Agreement. If such Key Holder is married and the Shares owned by such Key Holder constitute community property under applicable law, such Key Holder's spouse has joined in or consented to the execution of this Agreement.

(b) Enforceability. This Agreement constitutes a legal, valid, and binding obligation of such Key Holder, enforceable against such Key Holder in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other laws of general applicability relating to or affecting creditors' rights, and (ii) general equitable principles (whether considered in a proceeding in equity or at law).

(c) Ownership of Shares. The shares of Common Stock set forth opposite such Key Holder's name on Exhibit A attached hereto represent all shares of capital stock of the Company owned of record or beneficially by such Key Holder as of the date hereof. Such Key Holder owns such shares free and clear of all liens, encumbrances, and restrictions, other than (i) restrictions arising under applicable federal and state securities laws, (ii) restrictions set forth in this Agreement, and (iii) restrictions set forth in the Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of July 18, 2022.

(d) No Conflicts. The execution, delivery, and performance of this Agreement by such Key Holder do not and will not (i) conflict with or violate any law, rule, regulation, order, judgment, or decree applicable to such Key Holder, or (ii) result in a breach of, constitute a default under, or give rise to any right of termination, acceleration, or cancellation under any agreement, contract, instrument, or other arrangement to which such Key Holder is a party or by which such Key Holder or any of such Key Holder's properties or assets is bound.

Section 6.3 — Representations of the Investors. Each Investor, severally and not jointly, hereby represents and warrants to the Company and to each other Stockholder as follows:

(a) Organization and Good Standing. Such Investor is a limited partnership or limited liability company, as applicable, duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of formation.

(b) Authorization. The execution, delivery, and performance of this Agreement by such Investor have been duly authorized by all necessary action on the part of such Investor, including any required approvals of such Investor's general partner, managing member, board of directors, investment committee, or other governing body, as applicable.

(c) Enforceability. This Agreement constitutes a legal, valid, and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other laws of general applicability relating to or affecting creditors' rights, and (ii) general equitable principles (whether considered in a proceeding in equity or at law).

(d) Ownership of Shares. The shares of capital stock of the Company set forth opposite such Investor's name on Exhibit B attached hereto represent all shares of capital stock of the Company owned of record or beneficially by such Investor as of the date hereof. Such Investor owns such shares free and clear of all liens, encumbrances, and restrictions, other than (i) restrictions arising under applicable federal and state securities laws, (ii) restrictions set forth in this Agreement, and (iii) restrictions set forth in the Amended and Restated Investors' Rights Agreement and the Amended and Restated Right of First Refusal and Co-Sale Agreement, each dated as of July 18, 2022.

(e) No Conflicts. The execution, delivery, and performance of this Agreement by such Investor do not and will not (i) conflict with or violate the organizational documents of such Investor, (ii) conflict with or violate any law, rule, regulation, order, judgment, or decree applicable to such Investor, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, acceleration, or cancellation under any agreement, contract, instrument, or other arrangement to which such Investor is a party or by which such Investor or any of its properties or assets is bound.

ARTICLE 7: TERM AND TERMINATION

Section 7.1 — Term. This Agreement shall become effective as of the date first written above (July 18, 2022) and shall continue in full force and effect until the earliest to occur of the following events (each, a "Termination Event"):

(a) the closing of a Qualified IPO;

(b) the closing of a Qualified Sale (or any other Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation); or

(c) the execution and delivery of a written agreement to terminate this Agreement, signed by each of the following: (i) the Company, (ii) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders, (iii) the holders of a majority of the then-outstanding shares of Series B Preferred Stock, and (iv) the holders of a majority of the then-outstanding shares of Series A Preferred Stock.

Section 7.2 — Termination as to Individual Stockholder. Without limiting the provisions of Section 7.1, this Agreement shall automatically terminate as to any individual Stockholder at such time as such Stockholder ceases to hold any Shares (as defined herein), whether by reason of sale, transfer, conversion, repurchase, cancellation, or otherwise; provided, however, that any obligations that have accrued prior to such termination, including without limitation any obligations arising under Article 4 (Drag-Along Rights) in connection with a Drag-Along Sale that has been approved prior to such termination, shall survive the termination of this Agreement as to such Stockholder.

Section 7.3 — Effect of Termination. Upon the occurrence of a Termination Event described in Section 7.1, this Agreement shall be of no further force or effect, and the parties hereto shall have no further rights or obligations hereunder; provided, however, that (a) Article 8 (Miscellaneous Provisions), including without limitation Section 8.1 (Governing Law), Section 8.2 (Jurisdiction and Venue), and Section 8.3 (Waiver of Jury Trial), shall survive any termination of this Agreement, and (b) the representations and warranties set forth in Article 6 shall survive the termination of this Agreement.

ARTICLE 8: MISCELLANEOUS PROVISIONS

Section 8.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to principles of conflicts of law that would cause the application of the laws of any other jurisdiction. Each party acknowledges that this Agreement relates to matters governed by the DGCL and agrees that the laws of the State of Delaware are the most appropriate laws to govern this Agreement.

Section 8.2 — Jurisdiction and Venue. Each party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction over any particular matter, any state court or federal court of competent jurisdiction located within the State of Delaware) for the adjudication of any dispute arising out of or relating to this Agreement, or the breach, termination, or validity thereof. Each party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such proceeding, any claim that (a) it is not subject personally to the jurisdiction of the above-named courts, (b) its property is exempt or immune from attachment or execution in such jurisdiction, (c) any such proceeding brought in the above-named courts is brought in an inconvenient forum, (d) the venue of such proceeding is improper, or (e) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Section 8.3 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.3.

Section 8.4 — Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. No party may assign its rights or delegate its obligations under this Agreement, in whole or in part, except in connection with a Transfer of Shares made in compliance with the terms of the Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of July 18, 2022 (the "ROFR Agreement"), and any purported assignment or delegation in violation of this Section 8.4 shall be null and void and of no force or effect. Any transferee of Shares who receives such Shares in a Transfer permitted by the ROFR Agreement must, as a condition precedent to such Transfer, execute and deliver a joinder agreement in the form attached hereto as Exhibit D, pursuant to which such transferee agrees to become a party to this Agreement and to be bound by all of the terms and conditions hereof as a Key Holder or Investor, as applicable.

Section 8.5 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and effective (a) when delivered personally, (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), charges prepaid, (c) when sent by electronic mail (email), with written confirmation of receipt (which may be by reply email), or (d) three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, in each case addressed as follows:

If to the Company:

Skybridge Fintech Ltd. 1600 Market Street, Suite 2200 Wilmington, DE 19801

Attention: Naveen Raghavan, Chief Executive Officer

Email: nraghavan@skybridgefintech.com

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

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

Attention: Miriam Calloway

Email: mcalloway@calderwoodharkness.com

If to any Key Holder:

At the address set forth opposite such Key Holder's name on Exhibit A attached hereto.

If to any Investor:

At the address set forth opposite such Investor's name on Exhibit B attached hereto.

With a copy (in the case of the Series B Investors) (which shall not constitute notice) to:

Fenwick, Pratt & Howell LLP 555 California Street, Suite 4000 San Francisco, CA 94104

Attention: Katherine Linfield

Email: klinfield@fenwickpratthowell.com

Any party may change its address for notices by providing written notice thereof to the other parties in accordance with this Section 8.5.

Section 8.6 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Amended and Restated Investors' Rights Agreement dated as of July 18, 2022, the Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of July 18, 2022, and the Amended and Restated Certificate of Incorporation (collectively, the "Transaction Documents"), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, among the parties with respect to the subject matter hereof. Without limiting the generality of the foregoing, this Agreement supersedes and replaces in its entirety the Prior Agreement (Voting Agreement dated as of March 6, 2020), which shall be of no further force or effect from and after the date hereof.

Section 8.7 — Amendments and Waivers.

(a) This Agreement may be amended, modified, or supplemented, and any provision hereof may be waived, only by a written instrument signed by each of the following: (i) the Company, (ii) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders, (iii) the holders of a majority of the then-outstanding shares of Series B Preferred Stock, and (iv) the holders of a majority of the then-outstanding shares of Series A Preferred Stock. Any amendment, modification, supplement, or waiver so effected shall be binding upon all parties hereto and their respective successors and assigns, including any Stockholders who become parties to this Agreement after the date of such amendment, modification, supplement, or waiver.

(b) No course of dealing between or among any of the parties hereto, and no delay in exercising any right, power, or privilege under this Agreement, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 8.8 — Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation, such invalidity, illegality, or unenforceability shall not affect any other provision (or the remaining portion of the affected provision) of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision (or portion thereof) had never been contained herein. In such event, the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties as closely as possible. The parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.

Section 8.9 — Counterparts; Electronic Delivery. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission (including by portable document format (PDF), Brightwater Software, or similar electronic signature technology) shall be effective as delivery of a manually executed counterpart of this Agreement. Any party delivering an executed counterpart of a signature page by electronic transmission shall also deliver a manually executed counterpart, but failure to deliver a manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement.

Section 8.10 — Aggregation of Stock. All Shares held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such affiliated entities or persons may apportion such rights among themselves in any manner they deem appropriate. Without limiting the foregoing:

(a) all shares held by Granite Peak Ventures, LP and Granite Peak Ventures Management LLC (its general partner) shall be aggregated for purposes of this Agreement; and

(b) all shares held by Solstice Growth Fund I, LP and Solstice Growth Capital Management LLC (its general partner) shall be aggregated for purposes of this Agreement.

For purposes of this Section 8.10, "affiliated entities or persons" means, with respect to any Stockholder, any entity or person that directly or indirectly controls, is controlled by, or is under common control with such Stockholder. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

Section 8.11 — Specific Performance. Each party hereto acknowledges and agrees that the Shares are unique and that any breach of this Agreement would result in irreparable harm to the other parties hereto for which monetary damages would be an inadequate remedy. Accordingly, each party hereto shall be entitled to seek specific performance, injunctive relief, and other equitable remedies to enforce the terms and provisions of this Agreement, in addition to any other remedy to which such party may be entitled at law or in equity, without the necessity of proving actual damages, without the posting of any bond or other security, and without regard to the adequacy of any remedy at law. The rights and remedies set forth in this Section 8.11 are cumulative and are in addition to, and not in lieu of, any other rights or remedies available to the parties at law or in equity.

Section 8.12 — Additional Stockholders. The Company shall not issue, sell, or otherwise transfer any Shares (including Equity Securities) to any person who is not already a party to this Agreement unless such person first executes and delivers to the Company a joinder agreement in the form attached hereto as Exhibit D, whereby such person agrees to become a party to this Agreement and to be bound by all of the terms and conditions hereof as a Key Holder or Investor, as applicable. The Company shall promptly provide copies of any executed joinder agreement to all parties hereto. Notwithstanding the foregoing, the following issuances of Common Stock shall not require the execution and delivery of a joinder agreement:

(a) issuances of shares of Common Stock upon the conversion of shares of Preferred Stock in accordance with the Certificate of Incorporation; and

(b) issuances of shares of Common Stock upon the exercise of options or the settlement of other equity awards granted under the Company's 2018 Equity Incentive Plan (as amended from time to time).

Section 8.13 — Expenses. Except as otherwise expressly provided herein or in the Purchase Agreement, each party hereto shall bear its own costs and expenses (including attorneys' fees and expenses) incurred in connection with the negotiation, execution, delivery, and performance of this Agreement. The parties acknowledge that, pursuant to Section 4.6 of the Purchase Agreement, the Company has agreed to reimburse the reasonable fees and expenses of Fenwick, Pratt & Howell LLP, counsel to the Series B Investors, in connection with the negotiation, preparation, and execution of this Agreement and the other Transaction Documents, in an aggregate amount not to exceed Seventy-Five Thousand Dollars ($75,000).

Section 8.14 — Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character under this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing.

Section 8.15 — Legends. Each certificate or book-entry statement representing Shares that are subject to this Agreement shall bear a legend (or, in the case of book-entry shares, a notation) substantially in the following form:

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED VOTING AGREEMENT DATED AS OF JULY 18, 2022, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE AGREEMENT RESTRICTS THE VOTING AND TRANSFER OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT."

The Company agrees that

AMENDED AND RESTATED VOTING AGREEMENT
by and among
SKYBRIDGE FINTECH LTD.
(a Delaware corporation)
the KEY HOLDERS listed on Exhibit A hereto
and
the INVESTORS listed on Exhibit B hereto
Dated as of July 18, 2022
This Amended and Restated Voting Agreement (this "Agreement") amends and restates in its entirety the Voting Agreement dated as of March 6, 2020, among the Company and certain of its stockholders (the "Prior Agreement").
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AMENDED AND RESTATED VOTING AGREEMENT
This AMENDED AND RESTATED VOTING AGREEMENT (this "Agreement") is entered into as of July 18, 2022, by and among Skybridge Fintech Ltd., a Delaware corporation (the "Company"), the Key Holders listed on Exhibit A attached hereto, and the Investors listed on Exhibit B attached hereto. The Key Holders and the Investors are sometimes referred to herein individually as a "Stockholder" and collectively as the "Stockholders."
RECITALS
A. The Company, certain of the Key Holders, and certain of the Investors previously entered into that certain Voting Agreement dated as of March 6, 2020 (the "Prior Agreement"), in connection with the Company's Series A Preferred Stock financing, pursuant to which the parties thereto agreed to certain arrangements regarding the voting of their shares of capital stock of the Company and the composition of the Board of Directors of the Company.
B. The Company is concurrently entering 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 identified therein (the "Series B Investors"), pursuant to which the Company will issue and sell an aggregate of 7,500,000 shares of its Series B Preferred Stock, par value $0.0001 per share, at a purchase price of $6.00 per share, for aggregate gross proceeds to the Company of $45,000,000. The Series B Investors include Granite Peak Ventures, LP, Ridgeline Capital Partners, LLC, and Solstice Growth Fund I, LP.
C. A condition to the closing of the transactions contemplated by the Purchase Agreement is the execution and delivery of this Agreement by the parties hereto, amending and restating the Prior Agreement in its entirety to reflect, among other things, the addition of the Series B Investors as parties hereto, changes to the composition of the Board of Directors, the establishment of drag-along rights, and certain other matters set forth herein.
D. The parties hereto desire to set forth their agreements regarding the voting of their shares of capital stock of the Company, the composition of the Board of Directors of the Company, drag-along rights in connection with certain sale transactions, and certain other matters, all as more fully set forth herein.
E. The transaction documents executed in connection with the Series B Preferred Stock financing, including this Agreement, are based on the model form legal documents published by the National Venture Capital Association (NVCA) (2020 edition), customized and adapted for this transaction as agreed among the parties and their respective counsel.
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:
"Agreement" means this Amended and Restated Voting Agreement, including all exhibits and schedules attached hereto, as the same may be amended, modified, supplemented, or restated from time to time in accordance with the provisions hereof.
"Board" or "Board of Directors" means the Board of Directors of the Company.
"Certificate of Incorporation" 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 amended, modified, supplemented, or restated from time to time.
"Common Stock" means the Common Stock of the Company, par value $0.0001 per share, of which 30,000,000 shares are authorized as of the date hereof.
"Company" means Skybridge Fintech Ltd., a Delaware corporation, with its principal office at 1600 Market Street, Suite 2200, Wilmington, DE 19801, federal employer identification number (EIN) 84-3291057, and any successor entity thereto.
"Equity Securities" means (a) shares of Common Stock, (b) shares of Preferred Stock, and (c) any securities of the Company that are convertible into or exercisable or exchangeable for shares of Common Stock or Preferred Stock, including without limitation warrants, options, and convertible notes.
"Investors" means the holders of Preferred Stock listed on Exhibit B attached hereto, together with their respective successors and permitted assigns who become parties to this Agreement in accordance with the terms hereof, including without limitation:
(i) Granite Peak Ventures, LP, a Delaware limited partnership, holding shares of Series B Preferred Stock;
(ii) Ridgeline Capital Partners, LLC, a Delaware limited liability company, holding shares of Series A Preferred Stock and Series B Preferred Stock;
(iii) Solstice Growth Fund I, LP, a Delaware limited partnership, holding shares of Series B Preferred Stock; and
(iv) Harborview Seed Investors LLC, a Delaware limited liability company, holding shares of Series Seed Preferred Stock.
"Key Holders" means the holders of Common Stock listed on Exhibit A attached hereto, together with their respective successors and permitted assigns who become parties to this Agreement in accordance with the terms hereof, including without limitation:
(i) Naveen Raghavan, an individual, holding 4,200,000 shares of Common Stock;
(ii) Claire Whitmore, an individual, holding 3,800,000 shares of Common Stock; and
(iii) David Okonkwo, an individual, holding 600,000 shares of Common Stock, subject to a four (4)-year vesting schedule with a twenty-five percent (25%) cliff vesting at the one-year anniversary of the applicable vesting commencement date.
"Preferred Stock" means, collectively, the Series Seed Preferred Stock, the Series A Preferred Stock, and the Series B Preferred Stock.
"Prior Agreement" means the Voting Agreement dated as of March 6, 2020, by and among the Company and certain of its stockholders, which is hereby amended and restated in its entirety by this Agreement.
"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.
"Qualified IPO" means a firm-commitment underwritten initial public offering of shares of Common Stock of the Company pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), resulting in (a) aggregate gross proceeds to the Company (before deduction of underwriting discounts and commissions) of at least Seventy-Five Million Dollars ($75,000,000), and (b) a per-share offering price to the public of at least three times (3×) the Series B Original Issue Price (as defined in the Certificate of Incorporation) (i.e., at least Eighteen Dollars ($18.00) per share on an as-adjusted basis).
"Qualified Sale" means any transaction or series of related transactions constituting a "Deemed Liquidation Event" as such term is defined in the Certificate of Incorporation, including without limitation (a) a merger or consolidation of the Company with or into another entity (other than a merger or consolidation effected solely for the purpose of changing the domicile of the Company), (b) a sale, lease, transfer, exclusive license, or other disposition of all or substantially all of the assets of the Company, or (c) a transaction or series of related transactions in which any person or group of related persons acquires beneficial ownership of more than fifty percent (50%) of the outstanding voting power of the Company.
"Series A Director" means the director designated by the holders of a majority of the then-outstanding shares of Series A Preferred Stock, voting as a separate class, pursuant to Section 2.2(b) of this Agreement.
"Series A Preferred Stock" means the Series A Preferred Stock of the Company, par value $0.0001 per share, of which 5,000,000 shares are authorized and outstanding as of the date hereof.
"Series B Director" means the director designated by the holders of a majority of the then-outstanding shares of Series B Preferred Stock, voting as a separate class, pursuant to Section 2.2(c) of this Agreement.
"Series B Preferred Stock" means the Series B Preferred Stock of the Company, par value $0.0001 per share, of which 7,500,000 shares are authorized and outstanding as of the date hereof (upon completion of the closing under the Purchase Agreement).
"Series Seed Preferred Stock" means the Series Seed Preferred Stock of the Company, par value $0.0001 per share, of which 3,000,000 shares are authorized and outstanding as of the date hereof.
"Shares" means, with respect to any Stockholder, (a) all shares of Common Stock now owned or hereafter acquired by such Stockholder, (b) all shares of Preferred Stock now owned or hereafter acquired by such Stockholder, and (c) all shares of Common Stock issuable upon conversion of such shares of Preferred Stock; provided, however, that "Shares" shall not include any securities acquired by such Stockholder in a Qualified IPO or any open-market transactions following a Qualified IPO.
"Stockholders" means, collectively, the Key Holders and the Investors, together with any persons who become parties to this Agreement by execution of a joinder agreement in the form attached hereto as Exhibit D.
"Transfer" means any direct or indirect sale, assignment, pledge, hypothecation, encumbrance, disposition, or other transfer (whether voluntary, involuntary, or by operation of law), including without limitation any transfer by gift, bequest, or intestate succession, or any transfer to a trustee or custodian, or any transfer pursuant to a divorce or separation agreement, or any transfer by foreclosure or exercise of a security interest.
Section 1.2 — Construction. Unless the context otherwise requires:
(a) All references in this Agreement to "Articles," "Sections," "Exhibits," and "Schedules" are to Articles, Sections, Exhibits, and Schedules of and to this Agreement, unless otherwise specified.
(b) All headings and captions contained in this Agreement are inserted for convenience of reference only and shall not be deemed to be a part of this Agreement or to affect the construction or interpretation of any provision hereof.
(c) Words used in this Agreement, regardless of the gender and number specifically used, shall be deemed and construed to include any other gender, masculine, feminine, or neuter, and any other number, singular or plural, as the context requires.
(d) The word "including" (and variations thereof, such as "includes" and "include") means "including without limitation" and shall not be construed to limit any general statement that precedes it to the specific or similar items or matters immediately following it.
(e) References to "dollars" or "$" mean lawful money of the United States of America.
(f) References to any agreement, instrument, or other document mean such agreement, instrument, or other document as amended, supplemented, or modified from time to time in accordance with its terms, unless otherwise specified.
(g) References to any law or statute shall include all rules, regulations, and orders promulgated thereunder, and all amendments, modifications, extensions, and replacements thereof.
ARTICLE 2: VOTING PROVISIONS — BOARD COMPOSITION
Section 2.1 — Board Size. The authorized number of directors of the Company shall be five (5). Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee, or officer of the Company, or otherwise, and including without limitation attendance at meetings in person or by proxy for purposes of obtaining a quorum, and execution of written consents in lieu of meetings), to ensure that the size of the Board shall be established at and remain at five (5) directors. No Stockholder shall take any action, and the Company shall not take any action, to increase or decrease the size of the Board without the prior written consent of each of the following: (a) the holders of a majority of the then-outstanding shares of Series B Preferred Stock, (b) the holders of a majority of the then-outstanding shares of Series A Preferred Stock, and (c) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders.
Section 2.2 — Board Composition. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee, or officer of the Company, or otherwise, and including without limitation attendance at meetings in person or by proxy for purposes of obtaining a quorum, and execution of written consents in lieu of meetings), to ensure that, at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the Board of Directors shall be composed as follows:
(a) Common Stock Designees (Seats 1 and 2).
(i) Seat 1. One (1) director designated by the holders of a majority of the then-outstanding shares of Common Stock (the "Common Director — Seat 1"). The initial Common Director — Seat 1 shall be Naveen Raghavan, Co-Founder and Chief Executive Officer of the Company.
(ii) Seat 2. One (1) director designated by the holders of a majority of the then-outstanding shares of Common Stock (the "Common Director — Seat 2"). The initial Common Director — Seat 2 shall be Claire Whitmore, Co-Founder and Chief Technology Officer of the Company.
(b) Series A Preferred Designee (Seat 3).
One (1) director designated by the holders of a majority of the then-outstanding shares of Series A Preferred Stock, voting as a separate class (the "Series A Director"). The initial Series A Director shall be Thomas Brennan, Managing Director of Ridgeline Capital Partners, LLC. For so long as Ridgeline Capital Partners, LLC holds at least 2,500,000 shares of Series A Preferred Stock (representing at least fifty percent (50%) of the outstanding Series A Preferred Stock), Ridgeline Capital Partners, LLC shall have the right to designate the Series A Director without the need for any vote or consent of any other holder of Series A Preferred Stock.
(c) Series B Preferred Designee (Seat 4).
One (1) director designated by the holders of a majority of the then-outstanding shares of Series B Preferred Stock, voting as a separate class (the "Series B Director"). The initial Series B Director shall be Priya Deshmukh, Partner at Granite Peak Ventures, LP. For so long as Granite Peak Ventures, LP holds at least 3,750,000 shares of Series B Preferred Stock (representing at least fifty percent (50%) of the outstanding Series B Preferred Stock), Granite Peak Ventures, LP shall have the right to designate the Series B Director without the need for any vote or consent of any other holder of Series B Preferred Stock.
(d) Independent Director (Seat 5).
One (1) independent director mutually acceptable to each of the following: (i) the holders of a majority of the then-outstanding shares of Series B Preferred Stock, (ii) the holders of a majority of the then-outstanding shares of Series A Preferred Stock, and (iii) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders (the "Independent Director"). The Independent Director shall be designated and appointed within ninety (90) days following the closing of the transactions contemplated by the Purchase Agreement (i.e., no later than October 27, 2022). The Independent Director shall meet each of the following independence criteria: (A) the Independent Director shall not be an employee, officer, or consultant of the Company; (B) the Independent Director shall not be an employee, officer, partner, member, or affiliate of any Investor or Key Holder; (C) the Independent Director shall not be a family member (as defined in Rule 5605(a)(2) of the Nasdaq Listing Rules) of any officer or director of the Company; and (D) the Independent Director shall not have any material business relationship with the Company or any Investor that would reasonably be expected to impair such person's ability to exercise independent judgment. Pending the appointment of the Independent Director, Seat 5 shall remain vacant, and the Board shall operate with four (4) directors until such appointment is made.
The directors designated pursuant to Sections 2.2(a) through 2.2(d) are sometimes collectively referred to herein as the "Designated Directors." Each of the Series A Director and the Series B Director is sometimes referred to herein as a "Preferred Director."
Section 2.3 — Failure to Designate. In the event that any party or group of parties entitled to designate a director pursuant to Section 2.2 fails to designate a nominee to fill a vacancy on the Board within thirty (30) days after written notice from the Company requesting such designation, the applicable Board seat shall remain vacant until such time as the designating party or parties provide written notice to the Company designating a nominee to fill such seat. No other Stockholder or group of Stockholders shall be entitled to vote or act to fill such vacancy, and no other Stockholder or group of Stockholders shall have any right or obligation to designate a nominee for such seat. For the avoidance of doubt, a Board seat that remains vacant pursuant to this Section 2.3 shall not be counted for purposes of determining a quorum of the Board.
Section 2.4 — Removal of Board Members. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control, to remove any Designated Director from the Board at any time, with or without cause, at the written request of the party or parties entitled to designate such Designated Director pursuant to Section 2.2. No Designated Director may be removed from the Board without the prior written consent of the party or parties entitled to designate such Designated Director pursuant to Section 2.2. Any attempt to remove a Designated Director in contravention of this Section 2.4 shall be null and void and of no force or effect.
Section 2.5 — Vacancies. Any vacancy on the Board created by the removal, resignation, death, or incapacity of a Designated Director shall be filled in accordance with the designation provisions of Section 2.2. The party or parties entitled to designate the director whose departure created such vacancy shall promptly designate a replacement director by providing written notice to the Company. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control, to elect the replacement director so designated, as promptly as practicable following receipt of notice of such designation from the Company.
Section 2.6 — No Liability for Election of Recommended Directors. No Stockholder, and no affiliate of any Stockholder, shall have any liability whatsoever as a result of designating, nominating, or voting for any director candidate in accordance with the provisions of this Agreement. The foregoing shall apply regardless of whether such director candidate is ultimately elected to the Board, and regardless of any actions taken or omitted to be taken by any director so designated, nominated, or elected.
Section 2.7 — Board Observer Rights.
(a) For so long as Granite Peak Ventures, LP holds at least 2,500,000 shares of Series B Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, and the like), Granite Peak Ventures, LP shall be entitled to designate one (1) representative (the "Board Observer") to attend all meetings of the Board of Directors in a nonvoting, observer capacity. The initial Board Observer shall be Marcus Thiel, Managing Partner of Granite Peak Ventures, LP.
(b) The Board Observer shall receive written notice of all Board meetings at the same time and in the same manner as such notice is given to the members of the Board. The Board Observer shall receive copies of all materials, information, and documents provided to the members of the Board at the same time as such materials, information, and documents are provided to the members of the Board.
(c) Notwithstanding the foregoing, the Company may exclude the Board Observer from any executive session of the Board or from access to any materials, information, or documents if the Company's legal counsel advises in writing that (i) such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company and its counsel, (ii) the presence of the Board Observer or access to such materials, information, or documents would create a conflict of interest, or (iii) such materials, information, or documents relate to a transaction or matter in which Granite Peak Ventures, LP or any of its affiliates has a direct or indirect interest adverse to the Company.
(d) The Board Observer shall execute and deliver to the Company a confidentiality and non-disclosure agreement in form and substance reasonably satisfactory to the Company, prior to attending any Board meeting or receiving any Board materials.
Section 2.8 — Committees. The Board of Directors may establish one or more committees of the Board from time to time, in accordance with the Company's Bylaws and applicable law. The composition of any compensation committee established by the Board shall include at least one Preferred Director (either the Series A Director or the Series B Director, or both). Any audit committee established by the Board shall include the Independent Director (once appointed pursuant to Section 2.2(d)) and shall be composed in accordance with applicable law and any applicable stock exchange listing requirements. For so long as this Agreement remains in effect, the composition of any committee of the Board shall be subject to the approval of a majority of the members of the Board (including the affirmative vote of at least one Preferred Director).
ARTICLE 3: VOTE TO INCREASE AUTHORIZED SHARES
Section 3.1 — Increase in Authorized Common Stock. Each Stockholder agrees to vote all of such Stockholder's Shares, and to take all other actions necessary or desirable within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee, or officer of the Company, or otherwise, and including without limitation attendance at meetings in person or by proxy for purposes of obtaining a quorum, and execution of written consents in lieu of meetings), in favor of any amendment to the Certificate of Incorporation proposed by the Board of Directors that is necessary solely for the purpose of:
(a) authorizing and issuing shares of Common Stock in connection with the conversion of shares of Preferred Stock (including without limitation the conversion of shares of Series Seed Preferred Stock, Series A Preferred Stock, and Series B Preferred Stock) in accordance with the terms of the Certificate of Incorporation;
(b) authorizing and issuing shares of Common Stock, or granting options or other equity awards to purchase shares of Common Stock, pursuant to the Company's 2018 Equity Incentive Plan (as amended from time to time) (the "Plan"), including without limitation the increase of the shares reserved for issuance under the Plan to 4,635,000 shares, representing approximately fifteen percent (15%) of the Company's 30,900,000 post-closing fully diluted shares of capital stock; or
(c) any combination of the foregoing purposes.
In connection with the closing of the transactions contemplated by the Purchase Agreement, the parties acknowledge and agree that an additional 1,635,000 shares of Common Stock have been authorized and reserved for issuance under the Plan, representing the increase in the equity incentive pool approved by the Board of Directors and the requisite stockholders of the Company in connection with the Series B Preferred Stock financing. Each Stockholder agrees to vote all Shares in favor of the requisite amendments to the Certificate of Incorporation to authorize such additional shares and to approve such increase in the Plan.
ARTICLE 4: DRAG-ALONG RIGHTS
Section 4.1 — Definitions Relating to Drag-Along. As used in this Article 4, the following term shall have the meaning set forth below:
"Drag-Along Sale" means a Qualified Sale (as defined in Section 1.1 of this Agreement) that has been approved by each of the following:
(a) the Board of Directors, including the affirmative vote of the Series B Director;
(b) the holders of a majority of the then-outstanding shares of Series B Preferred Stock, voting as a separate class; and
(c) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders (voting as a group and not on an individual basis).
For the avoidance of doubt, a transaction shall not constitute a "Drag-Along Sale" for purposes of this Article 4 unless each of the approvals specified in clauses (a), (b), and (c) above has been obtained. The approval of the holders of the Series A Preferred Stock and the Series Seed Preferred Stock shall not be required to initiate a Drag-Along Sale, although all such holders shall be subject to the obligations set forth in Section 4.2 below if a Drag-Along Sale is duly approved.
Section 4.2 — Drag-Along Obligation. If a Drag-Along Sale is approved in accordance with Section 4.1, each Stockholder (including all Key Holders and all Investors), with respect to all Shares held by such Stockholder, hereby agrees to take or refrain from taking, as applicable, each of the following actions:
(a) Vote in Favor. To vote all Shares held by such Stockholder in favor of such Drag-Along Sale at any meeting of stockholders called for the purpose of approving such Drag-Along Sale (or execute and deliver a written consent in lieu of a meeting), and to vote against any proposal that could reasonably be expected to delay, impair, or prevent the consummation of such Drag-Along Sale;
(b) Waive Appraisal Rights. To refrain from exercising any dissenters' rights, appraisal rights, or similar rights available under Section 262 of the Delaware General Corporation Law (the "DGCL") or any other applicable law in connection with such Drag-Along Sale, and to take all actions necessary to waive any such rights;
(c) Sell Shares. To sell, tender, exchange, or otherwise transfer all Shares held by such Stockholder on the same terms and conditions as the other Stockholders participating in the Drag-Along Sale, on a pro rata basis (with each series of Preferred Stock treated on an as-converted-to-Common-Stock basis for purposes of determining each Stockholder's pro rata share), subject to the conditions set forth in Section 4.3 below;
(d) Execute Transaction Documents. To execute and deliver all agreements, instruments, certificates, and other documents reasonably required in connection with the Drag-Along Sale, including without limitation the definitive acquisition or merger agreement, escrow agreements, indemnification agreements, letters of transmittal, stockholder representation letters, tax certifications, and any other ancillary documents, all in form and substance consistent with the terms of this Article 4; and
(e) Take All Other Necessary Actions. To take all other actions necessary, desirable, or reasonably requested by the Company or the acquirer to consummate the Drag-Along Sale in an expeditious manner, including without limitation cooperating with the Company and the acquirer in connection with due diligence, regulatory filings, and the preparation of any disclosure documents.
Section 4.3 — Conditions to Drag-Along Obligation. Notwithstanding the foregoing, no Stockholder shall be obligated to participate in a Drag-Along Sale unless each of the following conditions is satisfied:
(a) Minimum Consideration. The aggregate consideration per share payable to each holder of each class and series of capital stock of the Company in the Drag-Along Sale is at least equal to the amount that would be distributed to such holder if the total consideration payable in the Drag-Along Sale were distributed in accordance with the liquidation preferences and distribution waterfall set forth in the Certificate of Incorporation, applied as though the Drag-Along Sale were a "Deemed Liquidation Event." As of the date hereof, the aggregate senior liquidation preferences of the Company's Preferred Stock are as follows:
(i) Series B Preferred Stock: Forty-Five Million Dollars ($45,000,000) (representing $6.00 per share multiplied by 7,500,000 shares);
(ii) Series A Preferred Stock: Ten Million Dollars ($10,000,000) (representing $2.00 per share multiplied by 5,000,000 shares); and
(iii) Series Seed Preferred Stock: One Million Five Hundred Thousand Dollars ($1,500,000) (representing $0.50 per share multiplied by 3,000,000 shares);
for an aggregate senior liquidation preference of Fifty-Six Million Five Hundred Thousand Dollars ($56,500,000).
Each series of Preferred Stock is non-participating, such that the holders of each series shall receive the greater of (A) the applicable liquidation preference amount per share, or (B) the per-share amount that such holder would have received if all shares of such series had been converted into Common Stock immediately prior to the distribution, but not the sum of both (A) and (B);
(b) Limited Representations, Warranties, and Indemnification. The representations, warranties, covenants, and indemnification obligations required of each Stockholder in connection with the Drag-Along Sale shall be limited to (and each Stockholder shall not be required to provide representations, warranties, covenants, or indemnification beyond):
(i) representations regarding such Stockholder's authority and power to effect the transaction, including the due authorization and execution of all transaction documents;
(ii) representations regarding such Stockholder's ownership of and good and valid title to the Shares being sold, free and clear of all liens, encumbrances, and restrictions (other than restrictions arising under applicable securities laws and this Agreement);
(iii) representations that the execution, delivery, and performance of the transaction documents by such Stockholder will not conflict with or result in a violation of any agreement, instrument, order, judgment, or applicable law to which such Stockholder is a party or by which such Stockholder is bound; and
(iv) a pro rata portion (based on the proportion of the total consideration received by such Stockholder relative to the total consideration received by all selling stockholders in the Drag-Along Sale) of a general indemnity obligation, provided that such Stockholder's aggregate indemnification liability shall not exceed the total proceeds actually received by such Stockholder from the Drag-Along Sale (after deducting any amounts held in escrow);
(c) No Non-Competition or Non-Solicitation Covenants. No Stockholder shall be required to agree to any non-competition, non-solicitation, or similar restrictive covenant in connection with the Drag-Along Sale; provided, however, that this limitation shall not apply to (i) officers and employees of the Company who may be required to enter into non-competition or non-solicitation agreements in their capacity as officers or employees of the Company (and not in their capacity as stockholders), and (ii) any Stockholder who separately negotiates and agrees to accept such a restrictive covenant in exchange for additional consideration.
Section 4.4 — Expenses. All fees, costs, and expenses incurred by the Company or by any Stockholder in connection with a Drag-Along Sale that are incurred for the common benefit of all Stockholders participating in the Drag-Along Sale (including without limitation fees and expenses of financial advisors, investment bankers, and escrow agents) shall be shared pro rata among all participating Stockholders based on the relative amount of gross proceeds received (or receivable) by each such Stockholder in the Drag-Along Sale. The Company shall bear any costs and expenses arising out of or relating to the structuring, negotiation, documentation, and consummation of the Drag-Along Sale that are incurred by the Company in its own right, including without limitation fees and expenses of the Company's legal counsel, accountants, and financial advisors.
ARTICLE 5: ADDITIONAL COVENANTS
Section 5.1 — D&O Insurance. The Company shall obtain and maintain, at the Company's expense, directors' and officers' liability insurance in an amount and on terms and conditions satisfactory to the Board of Directors. As of the date hereof, the Company maintains a directors' and officers' liability insurance policy with Ironclad Specialty Insurance Co., Policy No. ISI-DO-2022-07835, providing coverage in the amount of Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate, with an annual premium of Thirty-Eight Thousand Five Hundred Dollars ($38,500) and six (6)-year tail coverage. The Company shall not reduce, cancel, or allow such policy (or any successor policy) to lapse without the prior written approval of the Board of Directors, including the affirmative vote of at least one Preferred Director. The Company shall provide each director with prompt written notice of any material change in the terms, coverage, or renewal status of such policy.
Section 5.2 — Indemnification.
(a) The Company shall indemnify, defend, and hold harmless each member of the Board of Directors to the fullest extent permitted under the DGCL, the Certificate of Incorporation, and the Bylaws of the Company, including without limitation with respect to all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to such director's service on the Board of Directors or any committee thereof, or such director's service as an officer, employee, or agent of the Company at the Company's request.
(b) The Company shall enter into a separate indemnification agreement with each member of the Board of Directors, in form and substance reasonably satisfactory to the Board (including the Preferred Directors), which indemnification agreement shall provide for advancement of expenses and shall be executed and delivered promptly upon each director's appointment to the Board.
(c) The obligations of the Company under this Section 5.2 shall not be deemed exclusive of any other rights to which any director may be entitled under the Certificate of Incorporation, the Bylaws, any other agreement, any vote of stockholders or disinterested directors, or otherwise.
Section 5.3 — Director Compensation.
(a) Non-employee directors serving on the Board of Directors shall not receive cash compensation for their service on the Board or any committee thereof, unless otherwise approved by the Board of Directors.
(b) Non-employee directors shall be eligible to receive equity grants, including stock options, restricted stock, and restricted stock units, under the Company's 2018 Equity Incentive Plan (as amended from time to time), at the discretion of the Board of Directors. The terms and conditions of any such equity grants (including vesting schedules, exercise prices, and expiration dates) shall be determined by the Board in accordance with the terms of the Plan.
(c) Non-employee directors shall be entitled to reimbursement for all reasonable and documented out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors and any committee thereof, including without limitation travel, lodging, and meal expenses.
ARTICLE 6: REPRESENTATIONS AND WARRANTIES
Section 6.1 — Representations of the Company. The Company hereby represents and warrants to each Stockholder as follows:
(a) Organization and Good Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted.
(b) Authorization. The execution and delivery of this Agreement by the Company, and the performance by the Company of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of the Company, including the unanimous written consent of the Board of Directors dated July 18, 2022, and, to the extent required, the approval of the stockholders of the Company. No other corporate action on the part of the Company is necessary to authorize the execution, delivery, and performance of this Agreement.
(c) Enforceability. This Agreement constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other laws of general applicability relating to or affecting creditors' rights, and (ii) general equitable principles (whether considered in a proceeding in equity or at law).
(d) No Conflicts. The execution, delivery, and performance of this Agreement by the Company do not and will not (i) conflict with or violate the Certificate of Incorporation or Bylaws of the Company, (ii) conflict with or violate any law, rule, regulation, order, judgment, or decree applicable to the Company or by which any of the Company's properties or assets are bound, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, acceleration, or cancellation under any agreement, contract, instrument, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound.
Section 6.2 — Representations of the Key Holders. Each Key Holder, severally and not jointly, hereby represents and warrants to the Company and to each other Stockholder as follows:
(a) Capacity and Authority. Such Key Holder has the legal capacity and authority to execute, deliver, and perform this Agreement. If such Key Holder is married and the Shares owned by such Key Holder constitute community property under applicable law, such Key Holder's spouse has joined in or consented to the execution of this Agreement.
(b) Enforceability. This Agreement constitutes a legal, valid, and binding obligation of such Key Holder, enforceable against such Key Holder in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other laws of general applicability relating to or affecting creditors' rights, and (ii) general equitable principles (whether considered in a proceeding in equity or at law).
(c) Ownership of Shares. The shares of Common Stock set forth opposite such Key Holder's name on Exhibit A attached hereto represent all shares of capital stock of the Company owned of record or beneficially by such Key Holder as of the date hereof. Such Key Holder owns such shares free and clear of all liens, encumbrances, and restrictions, other than (i) restrictions arising under applicable federal and state securities laws, (ii) restrictions set forth in this Agreement, and (iii) restrictions set forth in the Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of July 18, 2022.
(d) No Conflicts. The execution, delivery, and performance of this Agreement by such Key Holder do not and will not (i) conflict with or violate any law, rule, regulation, order, judgment, or decree applicable to such Key Holder, or (ii) result in a breach of, constitute a default under, or give rise to any right of termination, acceleration, or cancellation under any agreement, contract, instrument, or other arrangement to which such Key Holder is a party or by which such Key Holder or any of such Key Holder's properties or assets is bound.
Section 6.3 — Representations of the Investors. Each Investor, severally and not jointly, hereby represents and warrants to the Company and to each other Stockholder as follows:
(a) Organization and Good Standing. Such Investor is a limited partnership or limited liability company, as applicable, duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of formation.
(b) Authorization. The execution, delivery, and performance of this Agreement by such Investor have been duly authorized by all necessary action on the part of such Investor, including any required approvals of such Investor's general partner, managing member, board of directors, investment committee, or other governing body, as applicable.
(c) Enforceability. This Agreement constitutes a legal, valid, and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other laws of general applicability relating to or affecting creditors' rights, and (ii) general equitable principles (whether considered in a proceeding in equity or at law).
(d) Ownership of Shares. The shares of capital stock of the Company set forth opposite such Investor's name on Exhibit B attached hereto represent all shares of capital stock of the Company owned of record or beneficially by such Investor as of the date hereof. Such Investor owns such shares free and clear of all liens, encumbrances, and restrictions, other than (i) restrictions arising under applicable federal and state securities laws, (ii) restrictions set forth in this Agreement, and (iii) restrictions set forth in the Amended and Restated Investors' Rights Agreement and the Amended and Restated Right of First Refusal and Co-Sale Agreement, each dated as of July 18, 2022.
(e) No Conflicts. The execution, delivery, and performance of this Agreement by such Investor do not and will not (i) conflict with or violate the organizational documents of such Investor, (ii) conflict with or violate any law, rule, regulation, order, judgment, or decree applicable to such Investor, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, acceleration, or cancellation under any agreement, contract, instrument, or other arrangement to which such Investor is a party or by which such Investor or any of its properties or assets is bound.
ARTICLE 7: TERM AND TERMINATION
Section 7.1 — Term. This Agreement shall become effective as of the date first written above (July 18, 2022) and shall continue in full force and effect until the earliest to occur of the following events (each, a "Termination Event"):
(a) the closing of a Qualified IPO;
(b) the closing of a Qualified Sale (or any other Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation); or
(c) the execution and delivery of a written agreement to terminate this Agreement, signed by each of the following: (i) the Company, (ii) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders, (iii) the holders of a majority of the then-outstanding shares of Series B Preferred Stock, and (iv) the holders of a majority of the then-outstanding shares of Series A Preferred Stock.
Section 7.2 — Termination as to Individual Stockholder. Without limiting the provisions of Section 7.1, this Agreement shall automatically terminate as to any individual Stockholder at such time as such Stockholder ceases to hold any Shares (as defined herein), whether by reason of sale, transfer, conversion, repurchase, cancellation, or otherwise; provided, however, that any obligations that have accrued prior to such termination, including without limitation any obligations arising under Article 4 (Drag-Along Rights) in connection with a Drag-Along Sale that has been approved prior to such termination, shall survive the termination of this Agreement as to such Stockholder.
Section 7.3 — Effect of Termination. Upon the occurrence of a Termination Event described in Section 7.1, this Agreement shall be of no further force or effect, and the parties hereto shall have no further rights or obligations hereunder; provided, however, that (a) Article 8 (Miscellaneous Provisions), including without limitation Section 8.1 (Governing Law), Section 8.2 (Jurisdiction and Venue), and Section 8.3 (Waiver of Jury Trial), shall survive any termination of this Agreement, and (b) the representations and warranties set forth in Article 6 shall survive the termination of this Agreement.
ARTICLE 8: MISCELLANEOUS PROVISIONS
Section 8.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to principles of conflicts of law that would cause the application of the laws of any other jurisdiction. Each party acknowledges that this Agreement relates to matters governed by the DGCL and agrees that the laws of the State of Delaware are the most appropriate laws to govern this Agreement.
Section 8.2 — Jurisdiction and Venue. Each party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction over any particular matter, any state court or federal court of competent jurisdiction located within the State of Delaware) for the adjudication of any dispute arising out of or relating to this Agreement, or the breach, termination, or validity thereof. Each party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such proceeding, any claim that (a) it is not subject personally to the jurisdiction of the above-named courts, (b) its property is exempt or immune from attachment or execution in such jurisdiction, (c) any such proceeding brought in the above-named courts is brought in an inconvenient forum, (d) the venue of such proceeding is improper, or (e) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Section 8.3 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.3.
Section 8.4 — Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. No party may assign its rights or delegate its obligations under this Agreement, in whole or in part, except in connection with a Transfer of Shares made in compliance with the terms of the Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of July 18, 2022 (the "ROFR Agreement"), and any purported assignment or delegation in violation of this Section 8.4 shall be null and void and of no force or effect. Any transferee of Shares who receives such Shares in a Transfer permitted by the ROFR Agreement must, as a condition precedent to such Transfer, execute and deliver a joinder agreement in the form attached hereto as Exhibit D, pursuant to which such transferee agrees to become a party to this Agreement and to be bound by all of the terms and conditions hereof as a Key Holder or Investor, as applicable.
Section 8.5 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and effective (a) when delivered personally, (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), charges prepaid, (c) when sent by electronic mail (email), with written confirmation of receipt (which may be by reply email), or (d) three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, in each case addressed as follows:
If to the Company:
Skybridge Fintech Ltd. 1600 Market Street, Suite 2200 Wilmington, DE 19801
Attention: Naveen Raghavan, Chief Executive Officer
Email: nraghavan@skybridgefintech.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 919 N. Market Street, Suite 1500 Wilmington, DE 19801
Attention: Miriam Calloway
Email: mcalloway@calderwoodharkness.com
If to any Key Holder:
At the address set forth opposite such Key Holder's name on Exhibit A attached hereto.
If to any Investor:
At the address set forth opposite such Investor's name on Exhibit B attached hereto.
With a copy (in the case of the Series B Investors) (which shall not constitute notice) to:
Fenwick, Pratt & Howell LLP 555 California Street, Suite 4000 San Francisco, CA 94104
Attention: Katherine Linfield
Email: klinfield@fenwickpratthowell.com
Any party may change its address for notices by providing written notice thereof to the other parties in accordance with this Section 8.5.
Section 8.6 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Amended and Restated Investors' Rights Agreement dated as of July 18, 2022, the Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of July 18, 2022, and the Amended and Restated Certificate of Incorporation (collectively, the "Transaction Documents"), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, among the parties with respect to the subject matter hereof. Without limiting the generality of the foregoing, this Agreement supersedes and replaces in its entirety the Prior Agreement (Voting Agreement dated as of March 6, 2020), which shall be of no further force or effect from and after the date hereof.
Section 8.7 — Amendments and Waivers.
(a) This Agreement may be amended, modified, or supplemented, and any provision hereof may be waived, only by a written instrument signed by each of the following: (i) the Company, (ii) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders, (iii) the holders of a majority of the then-outstanding shares of Series B Preferred Stock, and (iv) the holders of a majority of the then-outstanding shares of Series A Preferred Stock. Any amendment, modification, supplement, or waiver so effected shall be binding upon all parties hereto and their respective successors and assigns, including any Stockholders who become parties to this Agreement after the date of such amendment, modification, supplement, or waiver.
(b) No course of dealing between or among any of the parties hereto, and no delay in exercising any right, power, or privilege under this Agreement, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Section 8.8 — Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation, such invalidity, illegality, or unenforceability shall not affect any other provision (or the remaining portion of the affected provision) of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision (or portion thereof) had never been contained herein. In such event, the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties as closely as possible. The parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.
Section 8.9 — Counterparts; Electronic Delivery. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission (including by portable document format (PDF), Brightwater Software, or similar electronic signature technology) shall be effective as delivery of a manually executed counterpart of this Agreement. Any party delivering an executed counterpart of a signature page by electronic transmission shall also deliver a manually executed counterpart, but failure to deliver a manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement.
Section 8.10 — Aggregation of Stock. All Shares held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such affiliated entities or persons may apportion such rights among themselves in any manner they deem appropriate. Without limiting the foregoing:
(a) all shares held by Granite Peak Ventures, LP and Granite Peak Ventures Management LLC (its general partner) shall be aggregated for purposes of this Agreement; and
(b) all shares held by Solstice Growth Fund I, LP and Solstice Growth Capital Management LLC (its general partner) shall be aggregated for purposes of this Agreement.
For purposes of this Section 8.10, "affiliated entities or persons" means, with respect to any Stockholder, any entity or person that directly or indirectly controls, is controlled by, or is under common control with such Stockholder. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.
Section 8.11 — Specific Performance. Each party hereto acknowledges and agrees that the Shares are unique and that any breach of this Agreement would result in irreparable harm to the other parties hereto for which monetary damages would be an inadequate remedy. Accordingly, each party hereto shall be entitled to seek specific performance, injunctive relief, and other equitable remedies to enforce the terms and provisions of this Agreement, in addition to any other remedy to which such party may be entitled at law or in equity, without the necessity of proving actual damages, without the posting of any bond or other security, and without regard to the adequacy of any remedy at law. The rights and remedies set forth in this Section 8.11 are cumulative and are in addition to, and not in lieu of, any other rights or remedies available to the parties at law or in equity.
Section 8.12 — Additional Stockholders. The Company shall not issue, sell, or otherwise transfer any Shares (including Equity Securities) to any person who is not already a party to this Agreement unless such person first executes and delivers to the Company a joinder agreement in the form attached hereto as Exhibit D, whereby such person agrees to become a party to this Agreement and to be bound by all of the terms and conditions hereof as a Key Holder or Investor, as applicable. The Company shall promptly provide copies of any executed joinder agreement to all parties hereto. Notwithstanding the foregoing, the following issuances of Common Stock shall not require the execution and delivery of a joinder agreement:
(a) issuances of shares of Common Stock upon the conversion of shares of Preferred Stock in accordance with the Certificate of Incorporation; and
(b) issuances of shares of Common Stock upon the exercise of options or the settlement of other equity awards granted under the Company's 2018 Equity Incentive Plan (as amended from time to time).
Section 8.13 — Expenses. Except as otherwise expressly provided herein or in the Purchase Agreement, each party hereto shall bear its own costs and expenses (including attorneys' fees and expenses) incurred in connection with the negotiation, execution, delivery, and performance of this Agreement. The parties acknowledge that, pursuant to Section 4.6 of the Purchase Agreement, the Company has agreed to reimburse the reasonable fees and expenses of Fenwick, Pratt & Howell LLP, counsel to the Series B Investors, in connection with the negotiation, preparation, and execution of this Agreement and the other Transaction Documents, in an aggregate amount not to exceed Seventy-Five Thousand Dollars ($75,000).
Section 8.14 — Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character under this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing.
Section 8.15 — Legends. Each certificate or book-entry statement representing Shares that are subject to this Agreement shall bear a legend (or, in the case of book-entry shares, a notation) substantially in the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED VOTING AGREEMENT DATED AS OF JULY 18, 2022, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE AGREEMENT RESTRICTS THE VOTING AND TRANSFER OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT."
The Company agrees that

AMENDED AND RESTATED VOTING AGREEMENT

SKYBRIDGE FINTECH LTD.

AMENDED AND RESTATED VOTING AGREEMENT

RECITALS

ARTICLE 1: DEFINITIONS

ARTICLE 3: VOTE TO INCREASE AUTHORIZED SHARES

ARTICLE 4: DRAG-ALONG RIGHTS

ARTICLE 5: ADDITIONAL COVENANTS

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

ARTICLE 7: TERM AND TERMINATION

ARTICLE 8: MISCELLANEOUS PROVISIONS

Record

Parties

Dates

Amounts