Contract analysis

1. Purpose and Engagement Overview Calderwood & Harkness LLP ("we," "our," or the "Firm") is pleased to confirm our engagement by Skybridge Fintech Ltd. ("Skybridge" or the "Company") to provide legal services in connection with the negotiation, drafting, and finalization of a standardized customer-facing Data Processing Agreement ("DPA") and Standard Contractual Clauses ("SCC") package for Skybridge's bank clients.

2. Scope of Representation (a) Description of the Matter. The Firm has been engaged to prepare, negotiate, and finalize a customer-facing DPA and appended SCC package to be used by Skybridge as its standardized template for FDIC-insured bank clients. The SCC package will conform to the requirements of EU Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of

3. Engagement Team The following attorneys will serve as the primary engagement team for this matter: Kevin Ostrowski — Responsible Partner, Privacy & Data Security. Mr. Ostrowski will serve as the engagement partner with overall supervisory responsibility for the matter. Mr. Ostrowski has extensive experience advising fintech companies and financial institutions on data processing arrangements, cross-border data tra

4. Fees and Billing Arrangements (a) Hourly Billing Rates. Professional services rendered in connection with this engagement will be billed at the following hourly rates: The foregoing rates reflect a courtesy discount from the Firm's standard published rates for the referenced timekeepers. Rates for any additional timekeepers assigned to the matter will be communicated to the Company prior to their assignment, and s

5. Disbursements and Expenses The Company will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this engagement. Such disbursements and expenses may include, but are not limited to, the following: travel expenses (including airfare, lodging, ground transportation, and meals) incurred in connection with in-person negotiation sessions or

6. Identification of Adverse and Related Parties The Firm has performed a conflicts of interest check in connection with this proposed engagement in accordance with the applicable Rules of Professional Conduct. The following parties have been identified and checked against the Firm's conflicts database: • Meridian Federal Savings Bank — counterparty to the proposed DPA/SCC package and Skybridge's prospective bank cli

7. Confidentiality The Firm will maintain the confidentiality of all information provided by the Company in connection with this engagement, in accordance with the applicable Rules of Professional Conduct governing the attorney-client relationship, the attorney-client privilege, and the work product doctrine. The Firm will not disclose confidential information received from the Company to any third party except as au

8. Document Retention The Firm's document retention policy provides that client files, work product, correspondence, and related materials will be maintained for a period of seven (7) years following the conclusion of the engagement, after which time such materials may be disposed of or destroyed in accordance with the Firm's standard records management policies. The Company may request in writing, at any time prior

9. Anticipated Timeline The parties are targeting execution of the DPA/SCC package by February 15, 2026, concurrent with the anticipated execution of the SaaS subscription agreement between Skybridge and Meridian. The Firm proposes the following key milestones for the engagement: The Firm will endeavor to adhere to the foregoing timeline, subject to the pace and course of negotiations with Meridian's counsel, the tim

10. Governing Law This Engagement Letter and the terms of the Firm's engagement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Engagement Letter or the Firm's representation of the Company shall be subject to the exclusive jurisdiction of the state and federal courts located in N

11. Termination Either party may terminate this engagement at any time upon written notice to the other party. The Company's right to terminate this engagement is absolute and unconditional, subject only to the Company's obligation to pay fees and expenses incurred through the date of termination as provided below. The Firm's right to terminate is subject to the applicable Rules of Professional Conduct governing with

12. Limitation of Liability The Firm's aggregate liability to the Company and its affiliates arising out of or related to this engagement, whether based on contract, tort (including negligence), breach of fiduciary duty, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Company to the Firm under this Engagement Letter. This limitation of liability shall not

13. Acceptance and Counterparts We respectfully request that the Company indicate its acceptance of the terms and conditions of this engagement by having an authorized representative sign and return a copy of this Engagement Letter to the undersigned. This Engagement Letter shall become effective upon execution by both parties. This Engagement Letter may be executed in one or more counterparts, including by electroni