Extract to table

a Delaware corporation and direct wholly owned subsidiary of Parent ("Merger Sub"), and the Company have entered into that certain Business Combination Agreement, dated as of April 14, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "BCA"), pursuant to which, among other things, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent (which shall, prior to the Closing, be domesticated into a Delaware corporation and renamed "Skybridge Fintech Holdings, Inc

4% of the outstanding equity of the Company on a fully diluted basis that is held by the founder and management team, as more specifically set forth on Exhibit A attached hereto, such that the Stockholders collectively hold a sufficient number of shares of the Company's capital stock to approve and adopt the BCA and the Merger by written consent of the Company's stockholders in lieu of a meeting pursuant to Section 228 of the DGCL and the Company's Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and all shares of capital stock of the Company beneficially owned by each Stockholder (including any shares acquired after the date hereof through the Expiration Time) are collectively referred to herein as the "Subject Shares"; WHEREAS, it is a condition to the willingness of Parent and Merger Sub to enter into the BCA that the Stockholders enter into this Agreement, and each Stockholder acknowledges that Parent and Merger Sub are entering into the BCA in reliance upon the representations, warranties, covenants, and agreements of the Stockholders set forth herein; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the BCA

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, each Party agrees as follows: ARTICLE I — DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below: "Acquisition Proposal" shall have the meaning ascribed to such term in the BCA

"Closing" shall have the meaning ascribed to such term in the BCA

"Effective Time" shall have the meaning ascribed to such term in the BCA

"Material Adverse Effect" shall have the meaning ascribed to such term in the BCA