Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP ("we," "us," or the "Firm") is pleased to confirm that the Firm has been engaged to represent Skybridge Fintech Ltd., a Delaware corporation ("Skybridge" or the "Company"), in connection with the negotiation, documentation, and closing of a master repurchase / warehouse credit facility (the "Facility") with Pinnacle Atlantic Bank, N.A., a national ba

2. Engagement Team The following attorneys will principally staff this engagement: Theodore Langston — Partner, Capital Markets. Mr. Langston will serve as the responsible partner with overall supervisory responsibility for the engagement. Mr. Langston has extensive experience in structured finance transactions, including warehouse repurchase facilities, term securitizations, and asset-backed commercial paper conduit

3. Billing Rates and Fee Estimate 3.1 Hourly Rates The current standard hourly rates for the attorneys assigned to this engagement are as follows: In the event that other attorneys or paraprofessionals are assigned to the engagement, their time will be billed at the Firm's then-prevailing standard rates for such personnel, which will be communicated to the Company at the time of assignment. The Firm's current standar

4. Billing and Payment Terms The Firm will render monthly invoices to the Company for professional fees and disbursements incurred during the preceding calendar month. Invoices will include a reasonable description of the services rendered, the identity of the timekeeper, the hours expended, and the applicable rate, together with an itemization of disbursements. Invoices will be directed to the attention of Ms. Deird

5. Client Identity and Related Representations The Firm's client in this engagement is Skybridge Fintech Ltd. (EIN: 84-3291507). In addition, for purposes of the negotiation, preparation, and execution of the transaction documents and the delivery of the Closing Opinions, the Firm's client includes the Company's wholly owned subsidiary, SBF Warehouse I LLC (EIN: 93-1784620), in its capacity as the Seller under the Ma

6. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct and, based on the information currently available to us, is not aware of any conflict of interest that would preclude or materially impair the Firm's ability to undertake this engagement. The conflicts check was conducted based on the names and identifying infor

7. Confidentiality and Privilege All communications between the Firm and the Company (and its officers, directors, employees, and authorized agents) in connection with this engagement are intended to be, and shall be treated as, privileged and confidential to the fullest extent permitted by applicable law, including the attorney-client privilege, the work product doctrine, and any other applicable evidentiary privile

8. Termination Either the Company or the Firm may terminate this engagement at any time, with or without cause, upon written notice to the other party. The effectiveness of any termination by the Firm is subject to any applicable requirements of the Rules of Professional Conduct and, if relevant, the approval of any court of competent jurisdiction. In the event of termination, the Company will remain responsible for

9. Governing Law This engagement letter and the relationship between the Firm and the Company arising out of or relating to this engagement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles that might otherwise require the application of the laws of another jurisdiction. Each party irrevocably consents to the exclusive jurisdiction a

10. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company (and its affiliates, officers, directors, employees, equity holders, and agents) arising out of or relating to this engagement, whether based on contract, tort, negligence, professional malpractice, or any other theory of liability, shall not exceed the total professional fees actually paid by

11. Document Retention Upon the conclusion of this engagement (whether by completion of the transaction, termination, or otherwise), the Firm will retain the engagement file in accordance with the Firm's standard document retention policy, as may be amended from time to time, and in compliance with all applicable professional responsibility rules, ethical obligations, and legal requirements. Under the Firm's current

12. Acceptance and Countersignature We kindly request that the Company indicate its acceptance of the terms of this engagement by having an authorized representative execute the enclosed duplicate original of this letter in the space provided below and returning it to the Firm at the address set forth above, or by transmitting a signed copy via electronic mail to Theodore Langston at tlangston@calderwoodharkness.com.