Contract analysis

I. Introduction and Purpose Calderwood & Harkness LLP represents Skybridge Fintech Ltd., a Delaware corporation ("SBF" or "Skybridge"), in connection with the above-referenced matter. We write in response to the reservation-of-rights letter dated May 10, 2024 (the "RoR Letter"), sent by your firm, Whitfield, Drummond & Paige LLP ("WDP"), on behalf of your client, Halcyon Securities LLC ("Halcyon"), in connection with

II. Background and Transaction Summary We begin by setting forth the relevant background and transactional history, as an accurate understanding of the facts is essential to the proper analysis of the parties' respective rights and obligations. On February 20, 2024, SBF and Halcyon entered into the PPA, pursuant to which Halcyon was engaged as sole bookrunning manager and initial purchaser for a proposed $200,000,000

III. Halcyon's Contractual Remedies Are Limited to the Express Terms of the PPA A. The PPA Governs the Parties' Rights Upon Termination The PPA, which is governed by New York law pursuant to Section 12(a) thereof, is the exclusive agreement between the parties governing the terms of Halcyon's engagement as initial purchaser for the Offering. The PPA sets forth, in comprehensive detail, the respective rights and oblig

Section 7(b) of the PPA provides, in relevant part: "Upon termination of the Transaction by the Issuer or the Company for any reason prior to the Closing Date, the Company shall reimburse the Initial Purchaser for its reasonable, documented out-of-pocket expenses incurred in connection with the Offering, including without limitation fees and disbursements of counsel to the Initial Purchaser, travel expenses, and othe

IV. Halcyon's Claims for Additional Damages Are Without Merit A. Lost Revenue Opportunity The RoR Letter asserts that Halcyon suffered "lost revenue opportunity" in the amount of $2,000,000, representing the foregone underwriting discount. This is a claim for expectation damages — a claim that Halcyon should be placed in the position it would have occupied had the Offering closed — that was expressly not bargained fo

V. Halcyon's Own Contributory Awareness of Data-Quality Risks SBF notes, as an additional matter, that Halcyon, as a sophisticated institutional participant in the asset-backed securities market with extensive experience in the origination, structuring, and distribution of consumer-receivables securitizations, was fully aware of the inherent data-quality risks associated with transactions of this nature. Indeed, Halc

VI. Preservation of SBF's Rights and Potential Counterclaims A. Reservation of All Rights SBF expressly reserves all of its rights, remedies, claims, and defenses under the PPA, under applicable law (including, without limitation, the laws of the State of New York), and in equity, whether arising from the matters discussed herein or otherwise, whether known or unknown, whether currently existing or hereafter arising.

VII. Demand for Documentation of Expenses As stated above, SBF acknowledges its obligation under Section 7(b) of the PPA to reimburse Halcyon for its reasonable, documented out-of-pocket expenses incurred in connection with the Offering, and SBF is prepared to satisfy that obligation in a timely and good-faith manner. SBF requests that Halcyon submit detailed, itemized documentation supporting its $387,500 expense-re

VIII. Request for Cessation of Unsubstantiated Claims SBF respectfully but firmly requests that Halcyon and WDP refrain from asserting claims for damages beyond the $387,500 expense reimbursement provided under Section 7(b) of the PPA absent a good-faith legal and factual basis for such claims. The claims articulated in the RoR Letter for "lost revenue opportunity" and "reputational harm" are, for the reasons set for

IX. No Admission; Privileged Communication This letter is written without prejudice and does not constitute an admission of any fact, liability, or obligation on the part of SBF, except as expressly stated herein — specifically, SBF's acknowledgment of its expense-reimbursement obligation under Section 7(b) of the PPA in the stated amount of $387,500, subject to receipt of reasonable supporting documentation as descr