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Contract analysis / engagement-letter.docx
engagement-letter.docx
High · 1
Medium · 5
Standard · 0
1. Engagement and Scope of Representation
Medium
⚑ Liability cap to check against exposure
1. Engagement and Scope of Representation 1.1 Retention Confirmation Calderwood & Harkness LLP is pleased to confirm its engagement by Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware, in connection with the Company's proposed de-SPAC business combination (the "Transaction") with Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company listed on the Nasd
2. Staffing
2. Staffing 2.1 Responsible Partner James Prentice, Partner in C&H's Mergers & Acquisitions group, will serve as the Responsible Partner for this engagement. In that capacity, Mr. Prentice will have overall responsibility for overseeing all aspects of the Firm's representation of the Company in connection with the Transaction and will serve as the primary relationship partner for the engagement. Mr. Prentice has exte
3. Fee Arrangements
Medium
⚑ Forum / governing law
3. Fee Arrangements 3.1 Hourly Rates The Firm will bill for professional services rendered in connection with this engagement on an hourly basis, at the Firm's standard hourly rates in effect at the time services are rendered. These rates are reviewed and adjusted periodically, with adjustments typically taking effect each January. The current standard hourly rate ranges applicable to the categories of professionals
4. Client Identity and Conflicts
Medium
⚑ Liability cap to check against exposure
4. Client Identity and Conflicts 4.1 Client Identification The client in this engagement is Skybridge Fintech Ltd. and not any individual officer, director, shareholder, member of management, employee, or affiliate of the Company. This engagement does not create an attorney-client relationship between C&H and any stockholder of Skybridge, including without limitation Harborview Partners, Atlas Horizon Ventures Fund I
5. Confidentiality
Medium
⚑ Forum / governing law
5. Confidentiality C&H will maintain the confidentiality of all information provided by the Company to the Firm in connection with this engagement, in accordance with the applicable Rules of Professional Conduct and the Firm's policies regarding client confidentiality. The Firm will not disclose such information to any third party without the Company's prior consent, except as may be required or permitted by applicab
6. Document Retention
6. Document Retention Upon the conclusion of this engagement, whether by completion of the Transaction, termination of the engagement, or otherwise, the Firm will retain engagement files (including correspondence, memoranda, work product, drafts, and related materials) in accordance with the Firm's standard document retention policies. Client files will be maintained in the Firm's records management system, and the F
7. Termination
Medium
⚑ Forum / governing law
7. Termination Either party may terminate this engagement at any time upon written notice to the other party. In the event that the Company elects to terminate the engagement, the termination will be effective upon receipt of written notice by the Firm, subject to the Firm's professional obligation to take such steps as are reasonably necessary to avoid prejudice to the Company, including the orderly transfer of file
8. Governing Law and Dispute Resolution
High
⚑ Non-compete / exclusivity restraint
8. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law. This engagement letter constitutes the entire agreement between the Firm and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and commun
9. Acknowledgment and Acceptance
9. Acknowledgment and Acceptance We are delighted to have this opportunity to work with the Company and its management team on this important transaction. If the foregoing terms and conditions accurately reflect your understanding of our engagement, please indicate the Company's acceptance by having an authorized representative sign and return the enclosed copy of this letter to the undersigned. A countersigned copy