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Contract analysis / conflict-check-memo.docx
conflict-check-memo.docx
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I. PURPOSE OF MEMORANDUM
I. PURPOSE OF MEMORANDUM This memorandum documents the results of the firm-wide conflicts clearance process performed in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") to represent Skybridge Fintech Ltd. ("Skybridge" or "SBF"), a Delaware C-corporation headquartered at 4100 Silverside Road, Suite 310, Wilmington, DE 19810, in the drafting, negotiation, and
II. PARTIES AND ENTITIES SEARCHED
Medium
⚑ Liability cap to check against exposure
II. PARTIES AND ENTITIES SEARCHED The following parties, affiliated entities, and individuals were run through the Firm's conflict check database. All searches described in this Section II were conducted on November 20, 2025. Each subsection sets forth the full legal name, entity type, key identifying information, relevant officers and contacts, and the rationale for inclusion in the conflict search. A. Prospective C
1. Graystone & Ketchum LLP — Independent auditor and SOC 2 Type II report provider to Skyb
1. Graystone & Ketchum LLP — Independent auditor and SOC 2 Type II report provider to Skybridge.
2. Bastion Mutual Insurance Company — Skybridge's cyber-liability insurance carrier.
2. Bastion Mutual Insurance Company — Skybridge's cyber-liability insurance carrier.
3. Kestrel Risk Advisors LLC — Skybridge's insurance broker.
3. Kestrel Risk Advisors LLC — Skybridge's insurance broker.
4. Ironvault Security Group LLC — Independent penetration testing firm retained by Skybrid
4. Ironvault Security Group LLC — Independent penetration testing firm retained by Skybridge. Each of the foregoing entities was included in the search because the DPA/SCC package may reference, implicate, or require disclosure of information relating to auditors, insurers, and security-testing firms. While the likelihood of a conflict involving these peripheral parties is low, the Firm's NMIP requires that all known
III. CONFLICT CHECK METHODOLOGY
III. CONFLICT CHECK METHODOLOGY The conflict check documented in this memorandum was conducted in accordance with the Firm's New Matter Intake Policy (NMIP § 3.2) and the requirements of the Pennsylvania Rules of Professional Conduct, Rules 1.7 through 1.10. The methodology employed is described below.
1. Database Searches. All entity names, short names, variant spellings, and trade names id
1. Database Searches. All entity names, short names, variant spellings, and trade names identified in Sections II.A through II.G above were searched in Calderwood & Harkness's firm-wide conflicts database, which is integrated into the Firm's new matter intake system ("NMIS"). The NMIS maintains records of all current client engagements, all former client engagements (including matters closed within the preceding ten
2. Individual Name Searches. All individual names identified in Sections II.A through II.G
2. Individual Name Searches. All individual names identified in Sections II.A through II.G — including officers, directors, general counsel, key contacts, board observers, lead partners, and associates — were separately searched in the NMIS. These searches were conducted using both exact-match and fuzzy-match algorithms to account for variant spellings, name changes, and common abbreviations.
3. Counterparty and Adverse Party Searches. The NMIS was specifically searched for any mat
3. Counterparty and Adverse Party Searches. The NMIS was specifically searched for any matter in which the Firm represented Meridian Federal Savings Bank, any Meridian affiliate (including any holding company, subsidiary, or affiliated entity), or any officer or director of Meridian in any capacity, whether current or former. The database was also searched for any matter in which the Firm represented Blackwell, Raine
4. Adverse Interest Searches. The NMIS was searched for any matter in which any of the par
4. Adverse Interest Searches. The NMIS was searched for any matter in which any of the parties identified in Section II appeared as an adverse party, counterparty, or opposing party to a current or former client of the Firm. Particular attention was paid to any matter adverse to Skybridge, Skybridge Fintech Europe B.V., Osprey Cloud Infrastructure, Inc., or Halcyon Ridge Capital Partners, LP.
5. Lateral Hire Disclosure Review. The Firm's lateral hire disclosure forms were reviewed
5. Lateral Hire Disclosure Review. The Firm's lateral hire disclosure forms were reviewed for any attorney currently employed by Calderwood & Harkness who previously represented any of the parties identified in Section II at a prior firm. This review covers all lateral hires within the preceding five years and is maintained by the Firm's General Counsel's office.
6. Practice Group Consultation. In addition to the automated database searches, the unders
6. Practice Group Consultation. In addition to the automated database searches, the undersigned consulted with the leads of the Firm's Financial Services Regulatory, Corporate / M&A, and Litigation practice groups to confirm that no unreported representation of or adverse matter involving any of the searched parties exists.
7. Timing. All searches described above were conducted on November 20, 2025. The results s
7. Timing. All searches described above were conducted on November 20, 2025. The results set forth in Section IV are current as of that date.
IV. RESULTS OF CONFLICT CHECK
Medium
⚑ Liability cap to check against exposure
IV. RESULTS OF CONFLICT CHECK A. Skybridge Fintech Ltd. / Skybridge Fintech Europe B.V. Result: NO CONFLICT IDENTIFIED. No prior or current representation of Skybridge Fintech Ltd. or Skybridge Fintech Europe B.V. has been identified in the Firm's conflicts database. Neither entity appears in the NMIS in any capacity — whether as a client, former client, adverse party, counterparty, or interested party. The Firm has
V. ANALYSIS AND DETERMINATION
Medium
⚑ Confidentiality undertaking
V. ANALYSIS AND DETERMINATION Based on the results set forth in Section IV, the undersigned has conducted the following analysis under the applicable Pennsylvania Rules of Professional Conduct: Rule 1.7 — Conflict of Interest: Current Clients. Rule 1.7(a) provides that a lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists if (1) the representation of one
VI. CONCLUSION AND CLEARANCE
VI. CONCLUSION AND CLEARANCE CONFLICT CLEARANCE: GRANTED Based on the comprehensive conflict check conducted on November 20, 2025, and the analysis set forth in this memorandum, no conflicts of interest or potential conflicts of interest have been identified in connection with the proposed engagement of Calderwood & Harkness LLP to represent Skybridge Fintech Ltd. in the drafting, negotiation, and finalization of the
VII. REVIEWER SIGN-OFF
VII. REVIEWER SIGN-OFF Prepared by: ________________________________________ Alan Burke Working Associate, Privacy & Data Security Practice Group Calderwood & Harkness LLP Date: November 20, 2025 Reviewed and Approved by: ________________________________________ Kevin Ostrowski Responsible Partner, Privacy & Data Security Practice Group Calderwood & Harkness LLP Date: November 20, 2025 Distribution Note: A copy of th