Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP ("C&H," "we," or the "Firm") is pleased to confirm our engagement by Skybridge Fintech Ltd., a Delaware corporation ("SBF," "Skybridge," or the "Client"), to serve as issuer's counsel in connection with a proposed $200,000,000 securitization of consumer receivables (the "Transaction"). We appreciate the confidence that Skybridge and its management te

2. Engagement Team The following attorneys will be primarily responsible for this engagement: Theodore Langston will serve as the day-to-day lead for the capital markets phase of the engagement and will be the primary point of contact for the Client on all transaction matters, including document drafting and negotiation, structuring questions, rating agency coordination, and closing logistics. Mr. Langston can be rea

3. Client Identification Our client in this engagement is Skybridge Fintech Ltd. only. We do not represent, and this engagement does not create an attorney-client relationship with, any affiliate, subsidiary, parent, officer, director, employee, equity holder, or agent of Skybridge Fintech Ltd., including without limitation Pinnacle Growth Equity Partners, LP (or any fund, general partner, or limited partner thereof)

4. Fees and Billing 4.1 Hourly Rates Our fees for this engagement will be calculated on an hourly basis at the Firm's then-current standard rates for the attorneys and other professionals who perform services on the matter. Our current standard hourly rates are as follows: Partners: $1,250 – $1,575 per hour Associates: $725 – $925 per hour Paralegals and Legal Assistants: $350 – $500 per hour The specific current hou

5. Retainer No retainer or advance deposit is required at the commencement of this engagement. The Firm reserves the right to request a retainer or advance deposit at any time during the engagement if, in the Firm's reasonable judgment, circumstances warrant, including but not limited to significant changes in the scope of the engagement, material increases in anticipated fees or expenses, or concerns regarding the C

6. Conflicts of Interest The Firm has conducted a conflicts check in connection with this engagement and, based on the information currently available to us, is not aware of any conflict of interest that would prevent us from undertaking this engagement in accordance with the New York Rules of Professional Conduct. The Client acknowledges that Calderwood & Harkness LLP is a large law firm with a diverse client base a

7. Confidentiality All information provided to the Firm by the Client in connection with this engagement, whether oral, written, or electronic, will be treated as confidential and will be used solely for the purposes of providing legal services in connection with this engagement. The Firm will maintain appropriate safeguards to protect the confidentiality of such information, consistent with the Firm's internal polic

8. Document Retention Following the conclusion of this engagement, the Firm will retain client files and documents (including both paper and electronic files) in accordance with the Firm's standard document retention policies, as may be amended from time to time. Under the Firm's current policy, engagement files are generally retained for a period of ten (10) years following the conclusion of the engagement, after wh

9. Termination Either the Client or the Firm may terminate this engagement at any time, with or without cause, upon written notice to the other party. Any termination by the Firm will be conducted in accordance with the applicable rules of professional conduct, including any requirements regarding court approval of withdrawal in pending proceedings. Upon termination of this engagement for any reason: (a) The Client w

10. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client in connection with this engagement, whether arising in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with this engagement, except in cases of the Firm's willful misconduct or gross negligence. This limit

11. Governing Law and Dispute Resolution This Letter and the relationship between the Firm and the Client arising out of or in connection with this engagement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of

12. Entire Agreement; Amendments This Letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of this engagement and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter hereof. No representations, warranties, or commitments have been made

13. Acceptance We respectfully request that you review this Letter carefully and, if the terms set forth herein are acceptable to Skybridge Fintech Ltd., confirm your agreement by having an authorized representative of the Client countersign this Letter in the space provided below and return a fully executed copy to our office at the address set forth above. A copy may also be returned by email to Theodore Langston a