Contract analysis

I. Purpose and Overview This memorandum identifies and analyzes the assumptions, qualifications, limitations, and exclusions to be incorporated into the legal opinion letter that Calderwood & Harkness LLP ("C&H" or the "Firm") will deliver to the Purchasers in connection with the closing of the $60,000,000 convertible promissory note bridge financing (the "Bridge Financing") by Skybridge Fintech Ltd. (the "Company" o

II. Scope of Opinions to Be Rendered The following is a summary of the substantive opinions we intend to render in the opinion letter, together with preliminary notes on the scope and limitations of each opinion. Each opinion is discussed in greater detail in the sections that follow. A. Due Organization and Valid Existence We will opine that Skybridge Fintech Ltd. is a corporation duly incorporated, validly existing

III. Factual Assumptions The opinion letter will include a number of factual assumptions upon which the opinions are expressly predicated. These assumptions are necessary because the scope of our engagement as company counsel does not extend to independent verification of all factual matters relevant to the opinions rendered. The following is a summary of the key assumptions to be included. A. Assumptions Regarding P

IV. Standard Qualifications and Exceptions (Enforceability) The enforceability opinion set forth in Section II.E above will be subject to the following standard qualifications and exceptions, each of which is customary in legal opinions delivered in connection with venture capital and private placement transactions. A. Bankruptcy and Insolvency Qualification The enforceability opinion will be qualified by a statement

V. Limitations and Exclusions In addition to the standard enforceability qualifications set forth in Section IV, the opinion letter will contain a number of affirmative limitations on the scope of the opinions rendered, excluding certain areas of law and certain types of matters from the opinion coverage. These limitations are standard in venture capital opinion practice and are necessary to ensure that the opinion d

I. Subordination Agreement Our enforceability opinion with respect to the Subordination Agreement will be limited to its effect as between the parties thereto — namely, Kelvantis Lending Corp., the Purchasers, and Skybridge — and will address the contractual subordination of the Notes to the existing venture debt under the Kelvantis facility. We will not render any opinion regarding the relative priority of claims in

VI. Documents to Be Reviewed and Relied Upon The opinion letter will specify the documents that have been reviewed by C&H in connection with the preparation of the opinion. The following is a comprehensive list of the documents to be reviewed and relied upon, organized by category. A. Transaction Documents

1. Note Purchase Agreement — Execution Version, dated January 15, 2024 (the "NPA"), by and among Skybridge Fintech Ltd. and the Purchasers.

2. Form of Convertible Promissory Note — Execution Version, in substantially the form attached as Exhibit A to the NPA.

3. Schedule of Purchasers — Schedule 1 to the NPA, reflecting the following Purchasers and their respective capital commitments and allocation percentages:

4. Subordination Agreement — Execution Version, dated January 15, 2024, by and among the Company, the Purchasers, and Kelvantis Lending Corp.

5. Amendment No. 1 to Amended and Restated Investors' Rights Agreement — Execution Version, by and among the Company and the investors party thereto.

6. Amendment No. 1 to Right of First Refusal and Co-Sale Agreement — Execution Version, by and among the Company, the founders, and the investors party thereto.

7. Escrow Agreement — Execution Version, by and among the Company, the Purchasers, and Granite Trust Company, N.A., as escrow agent (Escrow Account No. 4401-7829-SBF). B. Corporate Documents

1. Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd. (as currently in effect), as filed with the Delaware Secretary of State.

2. Bylaws of Skybridge Fintech Ltd. (as currently in effect).

3. Unanimous Written Consent of the Board of Directors of Skybridge Fintech Ltd. dated January 10, 2024 (approving the Bridge Financing and authorizing the execution, delivery, and performance of the Transaction Documents).

4. Written Consent of Stockholders in Lieu of Special Meeting of Skybridge Fintech Ltd. dated January 12, 2024 (approving the Bridge Financing and the issuance of the Notes and the related amendments to the Investors' Rights Agreement and the Right of First Refusal and Co-Sale Agreement). C. Certificates and Other Documents

1. Good Standing Certificate of Skybridge Fintech Ltd. issued by the Delaware Secretary of State, obtained January 11, 2024 (DE File Number 6384291).

2. Secretary's Certificate of the Company, to be dated January 15, 2024, with the following attachments: (a) the Amended and Restated Certificate of Incorporation, (b) the Bylaws, and (c) the Unanimous Written Consent of the Board of Directors dated January 10, 2024. The Secretary's Certificate will also certify the incumbency and specimen signatures of the Company's officers authorized to execute the Transaction Doc

3. Officers' Certificate — Representations & Warranties Bring-Down, to be dated January 15, 2024 and signed by Arjun Mehta and David Lindstrom, confirming that the representations and warranties of the Company set forth in the NPA are true and correct in all material respects (or, in the case of representations qualified by materiality, in all respects) as of the closing date.

4. Kelvantis Lending Corp. — Lender Consent and Waiver Letter, received January 12, 2024, signed by Theodore "Ted" Marsh, Senior Vice President, Kelvantis Lending Corp. (drafted by C&H; consenting to the Bridge Financing and waiving any default or event of default that would otherwise arise under the Kelvantis LSA as a result of the Bridge Financing).

5. Company Disclosure Schedule, to be delivered January 14, 2024 (setting forth the exceptions to the Company's representations and warranties in the NPA). D. Other Materials In addition to the Transaction Documents, corporate documents, and certificates listed above, we have reviewed or will review the following materials in connection with the preparation of the opinion:

1. Investor accredited investor questionnaires and certifications submitted by each of the four Purchasers.

2. Capitalization table of the Company, showing approximately 48,500,000 fully diluted shares outstanding on a pre-bridge basis (including all outstanding shares of common stock, preferred stock, vested and unvested stock options, restricted stock units, and other convertible securities).

3. Kelvantis Loan and Security Agreement, dated August 15, 2022, by and between Skybridge Fintech Ltd. (as borrower) and Kelvantis Lending Corp. (as lender), including all amendments, modifications, supplements, and related documents.

4. Amended and Restated Investors' Rights Agreement (existing, prior to amendment), by and among the Company and the investors party thereto.

5. Right of First Refusal and Co-Sale Agreement (existing, prior to amendment), by and among the Company, the founders, and the investors party thereto.

6. Audited financial statements of the Company for the fiscal year ended December 31, 2022, and reviewed (unaudited) financial statements of the Company for the nine-month period ended September 30, 2023, in each case prepared or reviewed by Pinnacle Audit Group LLP, engagement partner Lisa Johannsen. 7. 409A valuation report dated September 15, 2023, prepared by Atlas Valuation Services, Inc. (contact: Martin Khoury

VII. Key Deal Terms Affecting Opinion Scope The following is a summary of the key commercial and economic terms of the Bridge Financing that are relevant to the scope, analysis, and formulation of the opinions to be rendered. These terms are set forth in the NPA and the form of Convertible Promissory Note and have been taken into account in our analysis of the assumptions, qualifications, and limitations discussed he

VIII. Form and Style Considerations The opinion letter will be drafted in accordance with the following form and style conventions, which are consistent with market practice for legal opinions in venture capital and private placement transactions: Format. The opinion will follow the format recommended by the ABA Legal Opinion Accord and the TriBar Committee's guidelines for venture capital and private placement trans

IX. Open Items and Next Steps The following open items and next steps must be completed in advance of the delivery of the opinion letter at the Initial Closing:

1. Circulate Draft Opinion. Circulate the draft legal opinion to Victoria Chambers (Responsible Partner) and Leonard Ashford (Of Counsel) for review and comment by January 8, 2024. The draft will incorporate the framework, assumptions, qualifications, and limitations set forth in this memorandum.

2. Confirm Secretary's Certificate and Officers' Certificates. Coordinate with Priya Ramanathan (General Counsel, Skybridge) to confirm the final form and content of the Secretary's Certificate and the Officers' Certificate (Representations & Warranties Bring-Down). Both certificates are expected to be dated January 15, 2024 and must be in form and substance satisfactory to C&H before the opinion can be delivered.

3. Company Disclosure Schedule. Confirm receipt of the final Company Disclosure Schedule from the Company. The Disclosure Schedule is expected to be delivered on January 14, 2024. We will need to review the Disclosure Schedule promptly upon receipt to ensure that it does not disclose any matters that would require modification of the opinions or additional qualifications in the opinion letter.

4. Coordinate with Investor Counsel. Coordinate with Danielle Kwon at Whitfield, Pratt & Soo LLP regarding any comments to the draft opinion letter. We anticipate circulating the draft opinion to investor counsel on or about January 9, 2024 (following internal C&H review) and receiving comments by January 11, 2024, leaving sufficient time for negotiation and finalization prior to the closing.

5. Good Standing Certificate. Confirm that the Good Standing Certificate obtained on January 11, 2024 remains current as of the closing date. As noted above, the four-day gap between the certificate date and the anticipated closing date is within the range customarily accepted in market practice. We will confirm with investor counsel that no bring-down or refreshed certificate is required.

6. Final Closing Bring-Down Letter. Prepare the bring-down letter or supplemental reliance letter for the Final Closing on January 26, 2024. The bring-down letter will cover the Northstar Joinder Agreement (by which Northstar Innovation Fund II, L.P. will become a party to the NPA and the other Transaction Documents) and will confirm that the opinions rendered in the Initial Closing opinion letter remain accurate as

7. Form D Filing. Confirm that the Form D filing with the SEC will be made within 15 calendar days following the Initial Closing, consistent with the requirements of Rule 503 of Regulation D. The target filing date is January 16, 2024 (one business day after the Initial Closing). A Form D Amendment will need to be filed following the Final Closing to reflect the additional Notes issued and any updated information.

X. Conclusion Based on the foregoing analysis, the opinion letter to be delivered by Calderwood & Harkness LLP at the Initial Closing of the Skybridge Fintech Ltd. $60,000,000 convertible note bridge financing will contain customary assumptions, qualifications, and limitations consistent with well-established market practice for convertible note bridge financings in the venture capital context. The opinion will be st