Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP ("C&H," "we," or the "Firm") is pleased to confirm our engagement as outside counsel to Skybridge Fintech Ltd., a Delaware corporation ("Skybridge," the "Company," or "you"), in connection with the matters described herein. This letter (the "Engagement Letter") sets forth the terms and conditions governing the attorney-client relationship between C&H and Skybridge f

2. Scope of Representation C&H will represent Skybridge in the capacity of issuer's counsel in connection with a proposed convertible promissory note bridge financing (the "Financing") in which the Company anticipates raising up to approximately Sixty Million Dollars ($60,000,000) in aggregate principal amount of convertible promissory notes (the "Notes") from a syndicate of existing and new investors (collectively,

3. Responsible Attorney and Staffing The following attorneys have been assigned to this engagement and will serve in the capacities described below: (a) Victoria Chambers, Partner, will serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for the quality, direction, and strategic aspects of C&H's work on the Financing. Ms. Chambers is a member of the Firm's Corporate F

4. Fees and Billing 4.1 Fee Cap C&H's total legal fees for the Financing, as described in the Scope of Representation set forth in Section 2 above, shall be capped at Two Hundred Seventy-Five Thousand Dollars ($275,000) (the "Fee Cap"). The Fee Cap covers all attorney time and paraprofessional time expended by C&H in connection with the Financing as described in Section 2. The Fee Cap does not include disbursements a

5. Client Identity Our client in this engagement is Skybridge Fintech Ltd. We wish to make clear that we do not represent, and will not be deemed to represent, any stockholder, officer, or director of the Company in his or her individual capacity in connection with this engagement. Furthermore, we do not represent any of the Investors or purchasers in the Financing, including, without limitation, Ridgeline Ventures F

6. Conflicts of Interest C&H has conducted a conflicts check in accordance with its standard procedures and the requirements of applicable rules of professional conduct. Based on the information currently available to us — including the identities of the Company, its officers and directors, the anticipated Investors, the Kelvantis Facility, and the other parties identified in connection with the Financing — we have i

7. Confidentiality C&H will maintain the confidentiality of all information received from the Company, or on the Company's behalf, in connection with this engagement, in accordance with Rule 1.6 of the New York Rules of Professional Conduct and all other applicable rules of professional conduct governing the attorney-client relationship. All such information will be treated as confidential and will be used by C&H sol

8. Document Retention At the conclusion of the engagement, C&H will retain client files — including copies of correspondence, memoranda, drafts, and work product prepared in connection with the Financing — in accordance with the Firm's document retention policies, which are available upon request. Under C&H's current policies, client files are generally retained for a period of ten (10) years following the conclusion

9. Termination Either C&H or the Company may terminate this engagement at any time upon written notice to the other party, subject to applicable rules of professional conduct governing an attorney's withdrawal from representation, including the requirement that C&H take reasonable steps to protect the Company's interests upon withdrawal (such as providing reasonable notice, allowing time for the Company to retain sub

10. Limitation of Engagement This engagement is limited to the Financing as described in Section 2 above. C&H does not undertake to monitor legal developments or advise the Company on matters outside the scope of this engagement unless separately retained to do so. Any request for C&H to provide legal services beyond the Scope of Representation described in Section 2 — including, without limitation, any subsequent eq

11. Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. In addition, the professional obligations of C&H and its attorneys in connection with this engagement shall be governed by the applicable rules of professional conduct of each jurisdiction in which C&H's attorneys are admitted to practice,

12. Acceptance and Countersignature We are enthusiastic about the opportunity to serve as the Company's counsel in connection with the Financing and believe that C&H's experience and capabilities are well suited to this engagement. If the foregoing terms are acceptable, please confirm the Company's agreement to the terms and conditions of this Engagement Letter by having an authorized representative of the Company si