Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Skybridge Fintech Ltd. ("Skybridge" or the "Client"), a Delaware limited company, in connection with the negotiation, drafting, and execution of an enterprise Master Software-as-a-Service Agreement and related ancillary documents (collectively, the "Transaction Documents") between Skybridg

2. Scope of Representation 2.1 Transaction Documents The Firm will represent Skybridge as licensor in negotiating, drafting, and finalizing the following Transaction Documents in connection with the proposed enterprise SaaS arrangement with Meridian: (a) Master Software-as-a-Service Agreement (MSA) — the principal agreement governing the terms under which Skybridge will make the SkyComply™ Platform available to Merid

3. Engagement Team The following attorneys will be primarily responsible for the Firm's work on this engagement: (a) Angela Fontaine, Partner — Ms. Fontaine will serve as the Responsible Partner for this engagement. She will provide overall engagement oversight and client relationship management, participate in key negotiation calls and sessions, review and approve all material deliverables, and serve as the senior p

4. Billing Rates The current hourly billing rates for the members of the engagement team assigned to this matter are as follows: These rates are subject to adjustment on an annual basis, with adjustments typically taking effect on January 1 of each calendar year. The Firm will provide the Client with not less than thirty (30) days' advance written notice of any changes to the billing rates applicable to this engageme

5. Fee Estimate Based on our understanding of the anticipated scope of this engagement, and taking into account the negotiation complexity typically associated with a Fifty Million Dollar ($50,000,000) total contract value enterprise SaaS agreement with a top-10 U.S. commercial bank (Meridian, with approximately $485 billion in total consolidated assets as of its most recent public filings), the Firm estimates that t

6. Expenses In addition to the professional fees described above, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses may include, but are not limited to, the following: (a) travel expenses, including airfare, ground transportation, lodging, and meals incurred in connection with in-person negotiation sessions, cli

7. Billing and Payment Terms Invoices for professional fees and expenses will be rendered on a monthly basis, generally within fifteen (15) business days following the end of each calendar month. Each invoice will include the following information: (a) a description of the professional services rendered during the billing period; (b) the name of the attorney or other professional performing each task; (c) the time ex

8. Client Identification and Conflicts The Firm's client in this matter is Skybridge Fintech Ltd. and only Skybridge Fintech Ltd. For the avoidance of doubt, the Firm does not represent, and will not be deemed to represent, any of the following entities or persons in connection with this matter: (a) Pinnacle Ridge Capital Partners, LP, or any of its affiliated funds, general partners, or portfolio companies; (b) Meri

9. Confidentiality All information provided by the Client to the Firm in connection with this engagement, whether oral, written, or electronic, will be treated as confidential and will be protected by the attorney-client privilege and/or the work product doctrine, as applicable. The Firm recognizes the highly sensitive nature of the information that will be shared during this engagement, including proprietary details

10. Document Retention Upon the conclusion of this engagement, the Firm will retain the engagement files (including correspondence, drafts, final documents, research memoranda, and work product) in accordance with the Firm's document retention policy, as may be amended from time to time. A copy of the Firm's current document retention policy is available upon request. Subject to applicable law and professional obliga

11. Governing Law This Engagement Letter and the terms and conditions of the Firm's engagement hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, for the resolution of any dispu

12. Limitation of Liability The Firm's aggregate liability for any and all claims, losses, damages, costs, and expenses of any kind arising out of or relating to the professional services performed under this engagement, whether based in contract, tort, negligence, strict liability, or any other theory, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with t

13. Termination of Engagement Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination by the Client, the Firm will take reasonable steps to protect the Client's interests during the transition period, including cooperating with successor counsel and facilitating the orderly transfer of engagement files and work product. Upon te

14. Acceptance We are grateful for the opportunity to serve as counsel to Skybridge Fintech Ltd. in connection with this important transaction. We are confident that the Firm's depth of experience in technology transactions and financial services regulation will enable us to provide exceptional representation throughout the negotiation and documentation process. Please confirm your acceptance of the terms of this eng