Contract analysis

I. Executive Summary This memorandum summarizes the results of the intellectual property due diligence review conducted by Calderwood & Harkness LLP from February 10, 2025 through March 28, 2025, in connection with the proposed $450,000,000 de-SPAC business combination (the "Transaction") between Skybridge Fintech Ltd. ("Skybridge" or the "Company"), a Delaware corporation headquartered at 1200 Market Street, Suite 1

II. Proprietary Software Platform A. Overview of the Skybridge Platform The Company's business is built upon its proprietary software platform, which is comprised of two principal product offerings: Skybridge Orchestrate. The Company's core product, marketed as "Skybridge Orchestrate," is a cloud-native payment orchestration platform that enables mid-market financial institutions, neobanks, and other payment-dependen

III. Patent Portfolio A. Issued Patents Skybridge holds four (4) issued United States utility patents, all of which are assigned to Skybridge Fintech Ltd. and recorded with the USPTO. The following table provides a summary of each issued patent: We confirmed through USPTO records that assignments from the named inventors to Skybridge Fintech Ltd. have been properly executed and recorded for each of the four issued pa

IV. Trademarks A. Registered Trademarks Skybridge holds four (4) active United States trademark registrations with the USPTO, all owned by Skybridge Fintech Ltd. The following table summarizes the Company's registered trademark portfolio: All registrations are in force and in good standing. Section 8 Declarations of Continued Use have been timely filed for all registrations that have reached the applicable filing win

V. Trade Secrets and Proprietary Know-How The Company maintains trade secret protections for a range of proprietary information that is core to its competitive position. Based on our review of the Company's policies and procedures, and our interviews with Mr. Hsiao and Ms. Okafor, the principal categories of trade secrets and proprietary know-how maintained by the Company include: (a) Proprietary Payment Routing Algo

VI. Open-Source Software Compliance A. Overview of Open-Source Usage Like virtually all modern software companies, Skybridge's engineering team makes significant use of open-source software ("OSS") components throughout the platform stack. Open-source components are utilized for a wide range of functions, including web application frameworks, HTTP libraries, cryptographic primitives, data serialization, logging, test

VII. Key IP-Related Contracts A. Inbound Licenses (License-In Agreements) Skybridge is a licensee under a number of third-party software and technology license agreements that are material to its business operations. We reviewed each material inbound license for terms relating to IP ownership, scope of licensed rights, restrictions on use, sublicensing limitations, term and termination provisions, and change-of-contr

1. Cloud Infrastructure Services Agreement. The Company maintains an enterprise-tier cloud hosting agreement (the "Cloud Services Agreement") with a major cloud infrastructure provider for the hosting of its production and development environments. The Cloud Services Agreement is governed by standard enterprise terms and conditions, with a customized pricing addendum negotiated by the Company. The agreement grants th

2. Payment Network SDK Licenses. The Company holds developer license agreements with four (4) major card network processors and payment infrastructure providers for the use of their respective SDKs, APIs, and related integration tools. These agreements are governed by the respective networks' standard developer terms and conditions, which include requirements to comply with network operating rules, data security stan

3. Data Provider Agreements. The Company licenses financial data feeds, foreign exchange rate data, and reference data from two (2) third-party data providers under commercial license agreements. These agreements provide for usage-based pricing and include standard terms regarding data ownership (the provider retains ownership of the data feeds; the Company is licensed to use the data within its platform for the bene

4. Monitoring and Observability Platform. The Company subscribes to a commercial SaaS-based application performance monitoring and observability platform under a standard enterprise subscription agreement. The agreement grants the Company a non-exclusive right to access and use the monitoring platform during the subscription term. The agreement includes standard terms and does not contain change-of-control or anti-as

VIII. Employee and Contractor IP Assignment Agreements A. Employee IP Assignment The Company utilizes a standard form Proprietary Information and Inventions Assignment Agreement ("PIIA") for all employees. The PIIA was drafted by the Company's outside employment counsel and is substantially consistent with market-standard employee IP assignment agreements used by technology companies in California and Delaware. The k