Contract analysis

I. Executive Summary This memorandum sets forth the findings of the intellectual property due diligence review conducted by Calderwood & Harkness LLP in connection with the proposed $60,000,000 convertible note bridge financing of Skybridge Fintech Ltd. (the "Company"), led by Ridgeline Ventures Fund IV, L.P. ("Ridgeline" or the "Lead Investor"), with anticipated participation from existing investors Halcyon Growth E

II. Methodology and Scope of Review A. Documents and Records Reviewed In conducting this diligence review, we reviewed the following categories of documents and records, each of which was produced by the Company through its General Counsel, Priya Ramanathan, or its Chief Technology Officer, Elena Vasquez, in response to our Due Diligence Request List dated November 13, 2023, and our Supplemental Due Diligence Request

1. Internal IP Schedule/Register. The Company's internal intellectual property schedule and register, maintained by the General Counsel's office, which catalogs the Company's patents, trademarks, copyrights, domain names, and related filings (the "IP Register"). The IP Register was last updated on November 30, 2023, and was supplemented by email correspondence from Ms. Ramanathan dated December 8, 2023, and December

2. Patent Prosecution Files and Correspondence. Complete prosecution files for all issued U.S. patents and pending U.S. patent applications, including specifications, claims, prosecution histories, office action responses, inventor declarations, assignment documents, and correspondence with outside patent counsel (Quelston & Ling LLP).

3. Trademark Registration Certificates, Applications, and Prosecution Files. Certificates of registration, application files, prosecution histories, specimens of use, declarations of continued use and incontestability, and related correspondence for all U.S. trademark registrations and pending applications.

4. Copyright Registrations and Copyright-Related Agreements. Certificates of registration for any works registered with the U.S. Copyright Office, together with any agreements relating to the ownership, licensing, or assignment of copyrights.

5. Domain Name Registrar Records. Registrar account summaries, registration confirmations, and WHOIS records for all domain names held by or on behalf of the Company.

6. Employee Invention Assignment and Proprietary Information Agreements. Template and executed copies of the Company's standard Confidential Information and Invention Assignment Agreement ("CIIAA"), as well as any non-standard employment agreements containing IP-related provisions. We reviewed executed CIIAAs for all current employees as well as a representative sample of former employees (focusing on engineering and

7. Contractor and Consultant IP Assignment Agreements. Template and executed copies of the Company's standard Consulting Agreement and Independent Contractor Agreement, including IP assignment provisions, as well as any non-standard contractor agreements containing IP-related provisions.

8. Technology License Agreements (Inbound and Outbound). All technology license agreements under which the Company is either a licensee (inbound licenses) or a licensor (outbound licenses), including SaaS subscription agreements, API access agreements, and software development kits ("SDK") license terms.

9. Open-Source Software Inventory and Usage Policies. The Company's open-source software inventory (as compiled by the engineering team in response to our Supplemental Due Diligence Request List), the Company's Open-Source Software Usage Policy (version 3.1, dated September 2023), and records of open-source review and approval processes.

10. Non-Disclosure Agreements (Material NDAs with IP Implications). Executed copies of material non-disclosure and confidentiality agreements between the Company and third parties, focusing on those containing provisions relating to the disclosure or protection of proprietary technology and trade secrets.

11. Prior IP Due Diligence Reports. IP diligence reports and memoranda prepared in connection with the Company's prior financing rounds, including: (a) Series A financing (2018) led by Crestpoint Seed Partners — IP diligence memorandum prepared by Whitfield & Boone LLP dated June 12, 2018; (b) Series B financing (2020) led by Halcyon Growth Equity — IP diligence memorandum prepared by Whitfield & Boone LLP dated Febr

1. USPTO Patent Database Searches. We searched the United States Patent and Trademark Office ("USPTO") Patent Full-Text and Image Database (PatFT) and Patent Application Full-Text and Image Database (AppFT) for all patents and patent applications naming Skybridge Fintech Ltd. as assignee, as well as patents and applications naming the Company's co-founders, Arjun Mehta and Elena Vasquez, as inventors. We also reviewe

2. USPTO Trademark Database Searches. We searched the USPTO Trademark Electronic Search System (TESS) for all trademark registrations and applications in the name of Skybridge Fintech Ltd., as well as for potentially conflicting marks in relevant classes.

3. Copyright Office Records Search. We searched the records of the U.S. Copyright Office for any registrations in the name of Skybridge Fintech Ltd. or its co-founders.

4. Domain Name WHOIS Searches. We conducted WHOIS lookups for all domain names identified in the Company's IP Register to confirm registration details, ownership, and expiration dates.

5. Relevant Litigation Docket Searches. We searched federal and state court dockets, as well as PTAB and TTAB records, for any proceedings involving the Company's intellectual property. The results of these searches are cross-referenced to the Litigation & Threatened Claims Diligence Memorandum dated December 19, 2023, prepared by the litigation team. C. Interviews Conducted We conducted interviews with the following

1. Elena Vasquez, CTO & Co-Founder (interview conducted December 4, 2023, via videoconference). Ms. Vasquez provided an overview of the Company's technology architecture, the development history of the Platform, key proprietary algorithms and trade secrets, and the Company's software development processes and practices. Ms. Vasquez also addressed questions regarding the provenance of code developed prior to the Compa

2. Priya Ramanathan, General Counsel (interviews conducted November 29, 2023, and December 11, 2023, via videoconference). Ms. Ramanathan addressed questions regarding the Company's IP agreements, licensing arrangements, enforcement history, IP-related disputes, insurance coverage, and the Company's processes for managing and protecting its intellectual property.

3. Engineering Leadership (interview conducted December 7, 2023, via videoconference, with Daniel Kim, VP of Engineering, and Sarah Chen, Director of Platform Engineering). Mr. Kim and Ms. Chen provided information regarding the Company's open-source software usage, code provenance, development environment and practices, and internal controls for managing access to proprietary source code and trade secret information

1. Reliance on Company-Provided Materials. Our review was based on documents, records, and information provided by the Company in response to our diligence requests and during the interviews described above. We have not conducted an independent technical audit of the Company's source code, nor have we independently verified the completeness or accuracy of the information provided by the Company. To the extent that do

2. No Patent Prior Art Analysis. We have not conducted an independent prior art search or invalidity analysis with respect to any of the Company's issued patents or pending patent applications. Our assessment of the Company's patent portfolio is based on a review of the prosecution histories and the face of the issued patents and pending applications, and we have relied on the analyses and opinions of the Company's o

3. No Freedom-to-Operate Opinion. This memorandum does not constitute a freedom-to-operate opinion with respect to the Company's products or services. While we have noted certain third-party patent risks identified in the course of our review, a comprehensive freedom-to-operate analysis was not within the scope of our engagement.

4. Foreign IP Registrations. The Company's foreign intellectual property registrations and filings, if any, are noted in this memorandum for informational purposes. However, the analysis of foreign intellectual property laws and the validity or enforceability of foreign registrations is outside the scope of this engagement. Should a foreign-law analysis be required, we recommend engaging appropriate local counsel in

5. Temporal Limitations. Our review reflects the state of the Company's intellectual property portfolio and related matters as of the date of this memorandum. Subsequent events, filings, or developments may affect the conclusions expressed herein.

III. Patent Portfolio A. Issued Patents Based on our review of the Company's IP Register, the patent prosecution files provided by Quelston & Ling LLP, and our independent search of the USPTO Patent Assignment database, the Company holds eight (8) issued U.S. utility patents, as set forth in the table below and in further detail on Exhibit A hereto: All eight issued patents are assigned to Skybridge Fintech Ltd. as t

1. Portfolio Strength. The issued patents provide coverage across the Company's two primary product lines (payments orchestration and embedded lending), and the pending applications extend this coverage to next-generation capabilities, including cross-border optimization and AI-based decision engines. The portfolio reflects a systematic prosecution strategy that has been executed by Quelston & Ling LLP since the Comp

2. Coverage Gaps. We identified potential gaps in patent coverage relating to (i) the Company's merchant onboarding and risk profiling technology (addressed by pending Application No. 17/667,218, which is still awaiting a first office action), and (ii) the Company's data analytics and anomaly detection capabilities (addressed by pending Application No. 18/101,447). We recommend that the Company consider whether addit

4. Provisional Conversion Deadlines. The Company should ensure that decisions regarding the conversion of the two provisional applications (Nos. 18/178,992 and 18/254,318) are made well in advance of the respective June and September 2024 deadlines.

5. Maintenance Fee Monitoring. The upcoming 4-year maintenance fee for US 10,891,274 (due January 12, 2025) should be docketed and tracked.

IV. Trademarks and Service Marks A. Registered Trademarks The Company holds seventeen (17) U.S. trademark registrations with the USPTO, all in the name of Skybridge Fintech Ltd. The registrations cover the Company's primary brand, product names, and associated design marks. A complete schedule of the Company's trademark registrations is set forth on Exhibit B hereto. Key registrations are summarized below: All regist

1. Coexistence Agreement with SkyBridge Capital, LLC (effective April 8, 2019). The Company entered into a trademark coexistence agreement with SkyBridge Capital, LLC, a New York-based investment management firm, pursuant to which the parties agreed to coexist in the marketplace using their respective "SKYBRIDGE" marks, subject to certain use restrictions. Under the agreement, the Company agreed to limit its use of t

2. Trademark License Agreement with Pinnacle Commerce, Inc. (effective September 1, 2022). The Company granted Pinnacle Commerce, Inc. ("Pinnacle"), a strategic partner, a non-exclusive, non-sublicensable license to use the SKYBRIDGE and SKYBRIDGE PAY marks in connection with Pinnacle's co-branded checkout experience for Pinnacle's e-commerce merchant customers. The license is royalty-free, has a three-year term expi

1. The pending FLOWLEND application (Serial No. 97/412,345) faces a likelihood-of-confusion refusal that may require negotiation of a consent agreement or consideration of an alternative mark. The Company should discuss this matter with trademark counsel promptly.

2. The Company should consider filing federal trademark applications for the "PayPath" and "LendReady" product feature names, which are currently used as common law marks and are commercially significant.

3. The PAYNEXUS application should be monitored for potential conflicts with Nexus Payment Technologies, Inc.

4. Foreign trademark protection is currently limited to Canada, the United Kingdom, and pending EU applications. If the Company plans to expand its operations internationally, additional foreign filings should be considered.

V. Copyrights A. Registered Copyrights Based on our search of the U.S. Copyright Office records and our review of the Company's IP Register, the Company holds three (3) copyright registrations with the U.S. Copyright Office: All three registrations are in the name of Skybridge Fintech Ltd. The registrations cover specific versions of the Company's core platform software and developer documentation. We note that these

1. Contractor Assignment Gaps. As noted above and detailed in the companion IP Ownership & Assignment Analysis memorandum, certain early-stage contractor agreements lack adequate IP assignment provisions. We recommend that the Company obtain confirmatory assignments from the identified contractors prior to or concurrent with the closing of the Transaction.

2. Founder Assignment Issues. The Founder IPAA requires further analysis and may benefit from a confirmatory assignment to address the issues identified. This is discussed in the companion memorandum.

3. Registration of Key Works. The Company has registered copyrights in only two versions of its platform software (Version 2.0 and Version 1.5) and its developer documentation. We recommend that the Company consider registering copyrights in its current platform versions and other key works to strengthen its enforcement posture and preserve the ability to seek statutory damages and attorneys' fees in the event of inf

VI. Trade Secrets and Proprietary Technology A. Identification of Key Trade Secrets Based on our interviews with Ms. Vasquez and the Company's engineering leadership, and our review of the Company's internal documentation, we identified the following categories of information that the Company treats as trade secrets and proprietary technology:

1. Proprietary Payment Routing Algorithms and Optimization Logic. The Company has developed proprietary algorithms for dynamically routing payment transactions across multiple payment service providers based on a multi-factor optimization model that considers transaction cost, authorization rates, processing speed, provider reliability scores, geographic factors, and merchant-specific parameters. Ms. Vasquez describe

2. Embedded Lending Risk Models and Underwriting Algorithms. The Company has developed proprietary risk scoring models and underwriting algorithms for its embedded lending products, incorporating machine learning techniques trained on transaction-level data to assess creditworthiness in real time at the point of sale. These models represent significant R&D investment and are considered highly proprietary.

3. Customer Data Analytics and Processing Methodologies. The Company has developed proprietary methodologies for analyzing and processing transaction data to generate insights for merchants, including anomaly detection algorithms, predictive churn models, and revenue optimization analytics.

4. Platform Architecture and Infrastructure Configurations. The specific architecture, configuration, and deployment methodologies of the Platform, including the Company's microservices architecture, container orchestration configurations, data pipeline designs, and infrastructure-as-code templates, represent trade secret information.

5. Business and Financial Information. The Company's pricing models, fee structures, customer acquisition cost data, customer lists and profiles, vendor terms and rates negotiated with payment service providers, and internal financial projections and business plans constitute trade secret information. B. Trade Secret Protection Measures We reviewed the Company's trade secret protection measures and found that the Com

1. DTSA Notice Remediation. The Company should obtain updated CIIAAs from the approximately forty-five (45) current employees whose agreements do not contain the required DTSA immunity notice. This can be accomplished through execution of a CIIAA amendment or addendum. This remediation is advisable to preserve the Company's ability to seek the full range of remedies available under the DTSA in the event of a future m

2. Contractor Agreement Remediation. Similarly, the Company should ensure that all current contractor and consultant agreements contain the DTSA notice. For contractors engaged under earlier agreement forms, a supplemental notice or agreement amendment should be obtained.

3. Trade Secret Identification and Documentation. While the Company has a general understanding of its trade secret assets, we recommend that the Company undertake a formal trade secret audit to identify, catalogue, and document its trade secrets with specificity. A well-documented trade secret inventory can be valuable evidence of the Company's reasonable efforts to maintain secrecy, which is an element of trade sec

4. Exit Interview Enhancement. We recommend that the Company enhance its exit interview process to include a written certification by the departing employee confirming the return of all Company materials and the absence of any retained copies of Company information, including on personal devices and cloud storage accounts. While the Company currently addresses these topics orally during the exit interview, a written

5. Access Review Frequency. The Company should consider increasing