Contract analysis

1. Introduction and Purpose This letter confirms that Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware (EIN: 84-3291057) ("Skybridge" or the "Company"), has retained Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as outside counsel to the Company in its capacity as the issuer in connection with the Company's proposed Series B Preferred Stock financing (the

2. Scope of Representation C&H will represent Skybridge solely in its capacity as the issuer in the Financing. Our representation will encompass the tasks and responsibilities enumerated below, together with such additional matters as may be reasonably necessary and incident thereto in order to consummate the Financing and close the transactions contemplated by the definitive transaction documents. The specific tasks

3. Engagement Team The following attorneys have been assigned to this matter and will serve as the principal members of the engagement team: Miriam Calloway, Partner — Responsible Partner. Ms. Calloway will serve as the primary client contact and will have overall supervisory responsibility for the engagement, including the review and approval of all material work product and communications with investors' counsel. M

4. Fees and Billing 4.1 Fee Cap The total legal fees for C&H's services rendered in connection with the Financing engagement shall be capped at One Hundred Seventy-Five Thousand Dollars ($175,000) (the "Fee Cap"). The Fee Cap covers all attorney and professional staff time incurred from the date of this Engagement Letter through the closing of the Financing and through the completion of post-closing administrative ma

5. Client Identity and Conflicts C&H's client in this engagement is Skybridge Fintech Ltd. — the corporate entity. C&H does not represent, and this engagement shall not be construed to create an attorney-client relationship with, any individual officer, director, employee, stockholder, or affiliate of the Company in their personal capacity. Without limiting the generality of the foregoing, C&H does not represent Mr.

6. Confidentiality and Privilege All communications between C&H and the Company, and all documents and materials prepared by C&H in connection with this engagement, are intended to be protected by the attorney-client privilege, the work-product doctrine, and any other applicable privileges or protections. C&H will take reasonable measures to preserve the confidentiality and privileged nature of such communications an

7. Document Retention C&H will retain the engagement files relating to this matter, including correspondence, drafts, memoranda, and work product, for a period of seven (7) years following the conclusion of the engagement (whether by completion of the Financing, termination, or otherwise). At the expiration of such seven-year retention period, C&H may destroy or dispose of the engagement files in the ordinary course

8. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Termination by the Company shall be effective upon receipt of written notice by C&H. Termination by C&H shall be subject to the Firm's obligations under applicable rules of professional conduct, including the obligation to provide reasonable notice to the Company and to take steps to p

9. Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflict of laws that would require the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Engagement Letter shall be subject to the exclusive jurisdiction of the state and federal courts located in Wi

10. No Guarantee of Outcome C&H will use its best professional efforts to provide competent and diligent legal representation to the Company in connection with the Financing. However, the Company understands and acknowledges that C&H cannot and does not guarantee any particular outcome of the Financing, including, without limitation, the successful closing of the Financing, the receipt of the anticipated gross procee

11. Acceptance and Counterparts We respectfully request that the Company indicate its acceptance of the terms and conditions set forth in this Engagement Letter by having authorized representatives of the Company countersign this letter in the space provided below and return an executed copy to the Firm at the address indicated above, or by electronic delivery to Miriam Calloway at mcalloway@calderwoodharkness.com. U