Contract analysis

I. Purpose and Summary of Conclusions This memorandum documents the results of the conflicts clearance process conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm"), 600 Lexington Avenue, New York, NY 10022, as counsel to Skybridge Fintech Ltd. ("Skybridge" or the "Company") in a proposed $60,000,000 convertible promissory note bridge financing (the "Proposed Transact

II. Description of the Proposed Matter Client Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware (C-corporation), Employer Identification Number 83-2147605, Delaware Division of Corporations File Number 6384291, with its principal place of business located at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801. Skybridge was incorporated in Delaware in 2017 and

III. Parties and Entities Searched The following is a comprehensive description of each party, entity, and individual searched in connection with the conflicts clearance process. The search was run against the Firm's central conflicts management system (Glenrock Health ITCONFLICTS), which contains records of all current and former client representations, adverse parties, co-parties, other involved parties, and relate

IV. Analysis of Potential Conflicts A. Applicable Rules of Professional Conduct The conflicts analysis set forth in this memorandum is governed by the New York Rules of Professional Conduct ("NY RPC"), as adopted by the Appellate Division of the Supreme Court of the State of New York, effective April 1, 2009, as amended. The following rules are principally relevant: Rule 1.7 (Conflict of Interest: Current Clients) —

V. Observations and Conditions While no disqualifying conflict of interest has been identified, the following observations and conditions are noted for the engagement team's awareness and guidance:

1. Kelvantis Lending Corp. — Consent/Waiver Communications. Kelvantis Lending Corp. is not a client of the Firm but is a party from whom a consent or waiver must be obtained in order to permit Skybridge to issue the subordinated convertible promissory notes contemplated by the Bridge Financing without violating the negative covenants in the Existing Credit Facility. In negotiating and obtaining the Lender Consent, th

2. Ridgeline Ventures Fund III, L.P. — Existing Stockholder. Ridgeline Ventures Fund III, L.P., an affiliate of the lead investor (Ridgeline Ventures Fund IV, L.P.), is an existing stockholder of Skybridge from the Company's Series C preferred equity financing. This fact does not create a conflict of interest, because the Firm represents the Company and not any individual stockholder. However, the engagement team sho

3. Whitfield, Pratt & Soo LLP — Opposing Counsel. Whitfield, Pratt & Soo LLP represents the investor syndicate as investor counsel in the Proposed Transaction. It is standard and customary in venture financing transactions for the company's counsel and the investors' counsel to negotiate on opposite sides of the transaction. The presence of Whitfield, Pratt & Soo LLP as investor counsel does not raise conflict concer

4. Engagement Letter — Scope of Representation. It is recommended that the engagement letter for this matter clearly and expressly delineate that Calderwood & Harkness LLP represents only Skybridge Fintech Ltd. and does not represent any individual officer, director, founder, or stockholder of the Company. This limitation is important in light of the fact that certain Company officers and founders — notably, Arjun Me

VI. Conclusion and Clearance Based on the foregoing analysis, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from representing Skybridge Fintech Ltd. in the proposed $60,000,000 convertible promissory note bridge financing. The matter is cleared for opening under Matter No. 1009-00001. Victoria Chambers is designated as the Responsible Partner for the matter. Howard Quinn

VII. Signatures Prepared by: ________________________________________ Leonard Ashford Of Counsel, Emerging Companies & Venture Capital Calderwood & Harkness LLP Date: November 3, 2023 Reviewed by: ________________________________________ Victoria Chambers Partner, Emerging Companies & Venture Capital (Responsible Partner) Calderwood & Harkness LLP Date: ________ Approved by: ________________________________________ H