Contract analysis

I. Executive Summary The purpose of this memorandum is to consolidate and summarize the due diligence findings across all workstreams conducted by Calderwood & Harkness LLP ("C&H" or "Outside Counsel") in connection with Skybridge Fintech Ltd.'s (the "Company" or "Skybridge") proposed issuance of $60,000,000 in aggregate principal amount of convertible promissory notes (the "Notes") to a syndicate of investors (colle

II. Scope and Methodology Scope of Engagement Calderwood & Harkness LLP was initially engaged by Skybridge Fintech Ltd. on November 6, 2023 to serve as outside counsel to the Company in connection with the proposed convertible note bridge financing. The initial scope of the engagement encompassed corporate diligence, material contracts review, regulatory and compliance analysis, litigation review, employee and benefi

III. Corporate and Entity Formation A. Organization and Good Standing Skybridge Fintech Ltd. was incorporated in the State of Delaware in 2017 as a Delaware C-corporation. The Company's Employer Identification Number (EIN) is 83-2147605, and its Delaware file number is 6384291. The Company's principal executive offices and headquarters are located at 1400 Market Street, Suite 2200, Wilmington, DE 19801. The diligence

IV. Intellectual Property A. Patent Portfolio The diligence team conducted a comprehensive review of all patents and patent applications owned or licensed by Skybridge. The Company's patent portfolio is centered on its core payments orchestration technology and its proprietary embedded lending algorithms, which together form the foundation of the Company's platform and its competitive differentiation in the market. W

V. Material Contracts A. Customer Agreements The diligence team reviewed the Company's material customer contracts, with a particular focus on the Company's top customer relationships in its payments orchestration and embedded lending business segments. These customers are predominantly mid-market e-commerce companies that utilize Skybridge's platform for payment processing, orchestration, and embedded lending produc

VI. Regulatory and Compliance A. Money Transmission Licensing Skybridge operates a payments orchestration platform that processes approximately $4.2 billion in annualized gross payment volume (GPV). Given the nature of its operations — which involve the facilitation of payment transactions, including the receipt, transmission, and settlement of funds — the Company is subject to state money transmission licensing requ

VII. Litigation and Threatened Claims A. Pending Litigation The diligence team conducted a comprehensive review of all pending litigation, arbitration, and administrative proceedings involving the Company, whether as plaintiff, defendant, or third-party. The review encompassed a search of court records in the jurisdictions where the Company operates, a review of the Company's internal litigation files and corresponde

VIII. Employee and Benefits Matters A. Employment Agreements and Arrangements The diligence team reviewed the employment agreements and arrangements for the Company's key executives: • Arjun Mehta, CEO & Co-Founder — at-will employment agreement with customary non-compete, non-solicitation, and confidentiality provisions; no change-of-control severance provisions; • Elena Vasquez, CTO & Co-Founder — at-will employmen

IX. Insurance Coverage A. Directors & Officers (D&O) Insurance The Company's directors and officers liability insurance policy was reviewed. The D&O policy provides coverage for claims made against the Company's directors and officers for wrongful acts committed in their capacities as directors and officers, including defense costs and indemnification. The coverage limits and self-insured retention (SIR) were assesse

X. Financial Overview The following financial overview is provided for contextual purposes only. Comprehensive financial due diligence is the responsibility of the investor syndicate and its advisors, and C&H's engagement did not include a full financial due diligence review. The key financial metrics set forth below are based on information provided by the Company's management and the audited and reviewed financial

XI. Consolidated Risk Matrix The following table consolidates the risk assessments from each due diligence workstream: Overall Risk Assessment: Low. Based on the comprehensive due diligence review conducted across all seven workstreams, no findings were identified that would preclude or materially impede the closing of the $60,000,000 convertible note bridge financing. The identified items are limited in scope and se

XII. Recommendations and Action Items A. Pre-Closing Action Items The following actions should be completed prior to or at the closing of the convertible note financing:

1. Kelvantis Consent and Waiver. Obtain the written consent and waiver of Kelvantis Lending Corp. to the issuance of