Contract analysis

I. Executive Summary The purpose of this memorandum is to set forth the estimated fees, budget allocation by work stream, and anticipated disbursements for Calderwood & Harkness LLP's ("C&H" or the "Firm") representation of Skybridge Fintech Ltd. ("Skybridge" or "SBF"), a Delaware C-corporation headquartered at 1400 Market Street, Suite 2200, Wilmington, DE 19801, as issuer in a proposed $60,000,000 convertible promi

II. Scope of Engagement The scope of C&H's engagement encompasses the following principal work streams, each of which is described in further detail in the budget allocation section below (Section V): Preliminary Analysis and Deal Structuring Advice. C&H will prepare a comprehensive deal structure memorandum for Skybridge management and the Board of Directors, addressing the key economic and governance terms of the B

III. Staffing Plan Summary A separate Staffing Plan Memorandum dated November 8, 2023 will follow this memorandum with full detail on timekeeper assignments, individual billing rates, anticipated availability windows, and work stream allocations. For purposes of this fee estimate and budget, the following key team members and their anticipated roles and estimated hours are set forth below: Victoria Chambers — Respons

IV. Fee Cap and Retainer Fee Cap. The agreed fee cap for all legal fees in connection with the convertible note Bridge Financing is $275,000. This cap encompasses all work streams described in Section II of this memorandum, including but not limited to preliminary analysis and deal structuring, term sheet negotiation, due diligence, transaction document drafting and negotiation, board and stockholder approvals, closi

V. Budget Allocation by Work Stream The following subsections set forth the estimated fee allocation for each of the principal work streams comprising the engagement. The estimates are based on the staffing plan described in Section III, the anticipated complexity of each work stream, and the Firm's experience with comparable convertible note bridge financings in the venture capital market. The total estimated fee ra

VI. Anticipated Investor Counsel Fee Reimbursement Pursuant to the anticipated terms of the Note Purchase Agreement, Skybridge will be obligated to reimburse the reasonable legal fees and expenses of Whitfield, Pratt & Soo LLP ("WPS"), One Federal Street, 26th Floor, Boston, Massachusetts 02110, as counsel to the Lead Investor, Ridgeline Ventures Fund IV, L.P., and the investor syndicate, in connection with the Bridg

VII. Estimated Disbursements and Third-Party Costs All disbursements and third-party costs incurred by C&H in connection with the Bridge Financing are in addition to the $275,000 fee cap and will be billed to Skybridge at cost. The following table sets forth the anticipated disbursements: The escrow agent fee for Granite Trust Company, N.A. is a flat fee of $7,500 and is the largest single anticipated disbursement. T

VIII. Key Assumptions and Risk Factors The budget set forth in this memorandum is based on the following key assumptions. To the extent that any of these assumptions proves to be incorrect or any of the identified risk factors materializes, the estimated fee range and the adequacy of the fee cap may need to be reassessed:

1. Two-Closing Structure. The budget assumes a two-closing structure consisting of an Initial Closing (targeted for mid-January 2024) and a Final Closing (targeted for approximately 30 to 45 days following the Initial Closing) to accommodate the anticipated participation of Northstar Innovation Fund II, L.P. and any other Purchasers that do not participate at the Initial Closing. Each closing will require standard cl

2. Single Investor-Side Counsel. The budget assumes that WPS will serve as the sole counsel for the entire investor syndicate, including Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and Halcyon Growth Equity, L.P. If any individual Investor retains separate counsel, the resulting additional negotiation track(s) will increase the time required for document ne

3. No Material Adverse Diligence Findings. The budget assumes that the due diligence process will not uncover material adverse findings that require extensive remediation, the preparation of additional legal memoranda not currently contemplated, or a restructuring of the Transaction. Examples of findings that could trigger additional work include undisclosed litigation, unresolved regulatory compliance deficiencies,

4. Timely Lender Consent. The budget assumes that Kelvantis Lending Corp. will provide the required lender consent and waiver under the Kelvantis LSA in a timely manner and without protracted negotiation. The Kelvantis consent process is budgeted to include the preparation and delivery of a consent request letter, one round of comments from Kelvantis (Ted Marsh), and the execution of the consent and waiver. If Kelvan

5. Delaware Governing Law; No Multi-Jurisdictional Opinions. The budget assumes that Delaware law will govern the Transaction documents and that disputes will be subject to the exclusive jurisdiction of the Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware). On this basis, the le

6. Standard Reg D / Rule 506(b) Compliance. The budget assumes a standard Regulation D / Rule 506(b) private placement without general solicitation issues, "bad actor" disqualification issues, or integration concerns with prior or subsequent offerings. If any such issues arise, additional analysis and remediation will be required.

7. Series D Timing. The budget assumes that the planned Series D equity financing round will not accelerate to overlap with the Bridge Financing engagement. If the Series D timeline accelerates and preparatory work for the Series D becomes necessary during the Bridge Financing engagement, separate staffing and budgeting will be required under a separate engagement letter.

8. IP Diligence Scope. The IP diligence budget is provisional, as noted in Section III, pending confirmation of the scope of IP diligence under the anticipated engagement letter amendment. If the scope of IP diligence expands materially beyond the provisional allocation — for example, to include freedom-to-operate analyses, patent claim chart reviews, or extended open-source software compliance audits — the hours and

IX. Billing and Invoice Schedule C&H will render monthly invoices for legal fees and disbursements incurred in connection with the Bridge Financing. The first invoice is anticipated to cover the period from November 6, 2023, through November 30, 2023, and will be rendered on or about December 10, 2023. Subsequent invoices will be rendered on a calendar-month basis. All invoices will be rendered to: Skybridge Fintech

X. Approval and Next Steps We respectfully request that Victoria Chambers and Howard Quinn review and confirm the budget and allocation set forth in this memorandum at your earliest convenience. Upon approval, the budget will serve as the operative internal framework for managing fees and staffing on the engagement. The following next steps are anticipated:

1. Retainer Receipt (Target: November 15, 2023). Upon receipt of the $75,000 advance retainer from Skybridge, the Firm will proceed with substantive work on the preliminary analysis and deal structuring phase.

2. Staffing Plan Memorandum (November 8, 2023). A separate Staffing Plan Memorandum will follow this memorandum within two business days, providing detailed information on timekeeper billing rates, anticipated availability and scheduling, and work stream assignments.

3. First Substantive Deliverable — Preliminary Deal Structure Memorandum (Target: November 10, 2023). The first substantive deliverable to the client is anticipated to be the Preliminary Deal Structure Memorandum, which will outline the key economic and structural terms of the Bridge Financing, identify open business and legal points for client consideration, and set forth a proposed timeline and critical path for th

4. Engagement Letter Amendment — IP Diligence Scope (Target: December 1, 2023). An amendment to the engagement letter confirming the scope of IP due diligence and any associated adjustments to budgeted hours is anticipated to be executed on or about December 1, 2023.

5. Term Sheet Execution (Target: December 4, 2023). The deal team will prepare the initial draft of the term sheet promptly following the preliminary analysis phase, with a target of term sheet execution by December 4, 2023. We are available to discuss any aspect of this memorandum at your convenience and look forward to your confirmation so that we may proceed. ACKNOWLEDGMENT AND APPROVAL Prepared by: LEONARD ASHFOR