1009-00001 · Skybridge Fintech Ltd · Closing

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CALDERWOOD & HARKNESS LLP Attorneys at Law

600 Lexington Avenue New York, New York 10022 Telephone: (212) 555-8400 Facsimile: (212) 555-8401 www.calderwoodharkness.com

January 15, 2024

Matter No. 1009-00001

Ridgeline Ventures Fund IV, L.P. 800 Boylston Street, 34th Floor Boston, Massachusetts 02199

Beacon Hill Capital Partners, LLC 222 West Adams Street, Suite 3400 Chicago, Illinois 60606

Northstar Innovation Fund II, L.P. 555 California Street, Suite 4100 San Francisco, California 94104

Halcyon Growth Equity, L.P. 1201 Third Avenue, Suite 5600 Seattle, Washington 98101

(each a "Purchaser" and, collectively, the "Purchasers")

Ladies and Gentlemen:

We have acted as counsel to Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware (the "Company"), in connection with the Note Purchase Agreement dated as of January 15, 2024 (the "Note Purchase Agreement"), by and among the Company and the Purchasers identified therein, pursuant to which the Company is issuing and selling to the Purchasers convertible promissory notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000.00), bearing interest at the rate of 6.00% per annum (600 basis points), and maturing on January 15, 2026 (collectively, the "Notes"). This opinion letter is delivered to you pursuant to Section 6.2(e) of the Note Purchase Agreement as a condition precedent to the obligations of the Purchasers at the Initial Closing thereunder. This letter constitutes our legal opinion in connection with the matters set forth herein.

In connection with rendering the opinions expressed below, we have examined the documents, records, and instruments described in Section 2 of this opinion letter, and we have made the investigations, and are subject to the assumptions, qualifications, and limitations, described herein. All capitalized terms used but not otherwise defined in this opinion letter shall have the respective meanings ascribed to them in the Note Purchase Agreement.

Section 1. Defined Terms and Transaction Documents

As used in this opinion letter, the following terms shall have the meanings set forth below:

"Note Purchase Agreement" means the Note Purchase Agreement dated as of January 15, 2024, by and among the Company and the Purchasers listed on Schedule 1 thereto, together with all exhibits, schedules, and annexes attached thereto.

"Notes" means the Convertible Promissory Notes issued by the Company to each of the Purchasers pursuant to the Note Purchase Agreement in the aggregate principal amount of Sixty Million Dollars ($60,000,000.00).

"Subordination Agreement" means the Subordination Agreement dated as of January 15, 2024, among Kelvantis Lending Corp., a Delaware corporation, the Purchasers, and the Company, setting forth the terms of subordination of the Notes to the existing indebtedness of the Company under the Kelvantis Loan Agreement (as defined below).

"IRA Amendment" means Amendment No. 1 to the Amended and Restated Investors' Rights Agreement dated as of January 15, 2024, by and among the Company and the investors party thereto.

"ROFR Amendment" means Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement dated as of January 15, 2024, by and among the Company and the stockholders party thereto.

"Escrow Agreement" means the Escrow Agreement dated as of January 15, 2024, among the Company, the Purchasers, and Granite Trust Company, N.A., a national banking association, as escrow agent (Escrow Account No. 4401-7829-SBF), governing the deposit and disbursement of a portion of the aggregate purchase price pending satisfaction of certain post-closing conditions.

The Note Purchase Agreement, the Notes, the Subordination Agreement, the IRA Amendment, the ROFR Amendment, and the Escrow Agreement are collectively referred to herein as the "Transaction Documents."

"Charter" means the Amended and Restated Certificate of Incorporation of the Company, as currently in effect and on file with the Secretary of State of the State of Delaware.

"Bylaws" means the Bylaws of the Company, as currently in effect.

"Board Consent" means the Unanimous Written Consent of the Board of Directors of the Company, dated January 10, 2024, authorizing and approving the transactions contemplated by the Transaction Documents and all matters related thereto.

"Stockholder Consent" means the Written Consent of Stockholders in Lieu of Special Meeting, dated January 12, 2024, approving the convertible note issuance and the related amendments to existing investor agreements, executed in accordance with Section 228 of the General Corporation Law of the State of Delaware (the "DGCL").

"Kelvantis Loan Agreement" means the Loan and Security Agreement, dated as of August 15, 2022, by and between Kelvantis Lending Corp. and the Company, as the same may have been amended, restated, supplemented, or otherwise modified prior to the date hereof.

"Kelvantis Consent" means the Lender Consent and Waiver Letter executed by Kelvantis Lending Corp. and received by the Company on January 12, 2024, pursuant to which Kelvantis Lending Corp. consented to the transactions contemplated by the Transaction Documents and waived certain provisions of the Kelvantis Loan Agreement in connection therewith.

Capitalized terms used but not defined in this opinion letter shall have the meanings given to them in the Note Purchase Agreement.

Section 2. Documents Examined and Investigations

In rendering the opinions set forth in this letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, certificates, records, and instruments:

(a) the Note Purchase Agreement, including the Schedule of Purchasers (Schedule 1) and the Company Disclosure Schedule attached thereto;

(b) the form of Convertible Promissory Note attached as Exhibit A to the Note Purchase Agreement;

(d) the IRA Amendment;

(e) the ROFR Amendment;

(f) the Escrow Agreement;

(g) the Charter (Amended and Restated Certificate of Incorporation of the Company), as filed with the Secretary of State of the State of Delaware, together with all certificates of amendment and certificates of designation filed in connection therewith;

(h) the Bylaws of the Company, as currently in effect;

(i) the Board Consent, being the Unanimous Written Consent of the Board of Directors of the Company dated January 10, 2024;

(j) the Stockholder Consent, being the Written Consent of Stockholders in Lieu of Special Meeting dated January 12, 2024;

(k) the Certificate of Good Standing for the Company issued by the Secretary of State of the State of Delaware dated January 11, 2024 (Delaware File Number 6384291);

(l) the Officer's Certificate of the Company dated January 15, 2024, executed by Arjun Mehta, in his capacity as Chief Executive Officer, and David Lindstrom, in his capacity as Chief Financial Officer, certifying as to certain factual matters relating to the Company and the transactions contemplated by the Transaction Documents;

(m) the Secretary's Certificate of the Company dated January 15, 2024, executed by the Secretary of the Company, certifying as to the Charter, Bylaws, Board Consent, Stockholder Consent, and incumbency of officers executing the Transaction Documents on behalf of the Company;

(n) the Kelvantis Consent, being the Lender Consent and Waiver Letter executed by Kelvantis Lending Corp. and received by the Company on January 12, 2024;

(o) the Kelvantis Loan Agreement dated August 15, 2022, including all amendments, supplements, and modifications thereto; and

(p) such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.

In addition to the foregoing, we have reviewed the Company's Amended and Restated Investors' Rights Agreement (prior to giving effect to the IRA Amendment), the Right of First Refusal and Co-Sale Agreement (prior to giving effect to the ROFR Amendment), and the existing capitalization records of the Company, which reflect approximately 48,500,000 fully diluted shares outstanding on a pre-bridge basis (inclusive of outstanding stock options, restricted stock units, and warrants). We have also conducted such legal research and considered such matters of law as we have deemed relevant and necessary for purposes of this opinion letter.

We have not independently investigated or verified any of the factual matters set forth in the Officer's Certificate, the Secretary's Certificate, or the Company Disclosure Schedule, and we have assumed the accuracy and completeness thereof for purposes of rendering the opinions expressed herein. Our examination of documents has been limited to the documents specifically identified above, and we have not examined any documents, agreements, or instruments other than those specifically referenced in this Section 2.

Section 3. Assumptions

In rendering the opinions set forth herein, we have assumed the following, without independent investigation or verification:

(a) the genuineness of all signatures on documents examined by us (other than signatures of officers, directors, or other authorized representatives of the Company);

(b) the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies, whether certified, conformed, photostatic, electronic, or otherwise;

(c) the authority, legal capacity, and due execution and delivery of each of the Transaction Documents by each party thereto other than the Company, and that each such party had all requisite power and authority to enter into and perform its obligations under each Transaction Document to which it is a party;

(d) that each Purchaser is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization (which, in the case of each Purchaser, is the State of Delaware), and has the full legal right, power, and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party;

(e) that each Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and that the representations and warranties made by each Purchaser in the Note Purchase Agreement are true, correct, and complete as of the date hereof;

(f) the factual matters set forth in the Officer's Certificate dated January 15, 2024, executed by Arjun Mehta and David Lindstrom, and the Secretary's Certificate dated January 15, 2024, are true, correct, and complete in all respects as of the date hereof;

(g) the Company Disclosure Schedule delivered in connection with the Note Purchase Agreement is complete and accurate in all material respects as of the date hereof;

(h) the Certificate of Good Standing issued by the Secretary of State of the State of Delaware on January 11, 2024, with respect to the Company (Delaware File Number 6384291) remains accurate as of the date hereof, and no proceedings have been instituted or are pending to dissolve, liquidate, or otherwise terminate the existence of the Company;

(i) the Kelvantis Consent is valid, binding, and effective in accordance with its terms, and that no condition to the effectiveness thereof has failed to be satisfied or waived as of the date hereof;

(j) all documents that are required to have been filed, recorded, or registered in any public office or with any governmental, regulatory, or other authority in order to establish, perfect, or preserve any rights, interests, or priorities created or purported to be created by the Transaction Documents have been duly filed, recorded, or registered in each jurisdiction where such filing, recording, or registration is required;

(k) there are no oral or written agreements, understandings, side letters, courses of dealing, or courses of conduct among any of the parties to the Transaction Documents that modify, supplement, amend, or are inconsistent with any of the terms or provisions of the Transaction Documents; and

(l) the consideration recited in the Transaction Documents as being paid or payable by the Purchasers has been or will be fully paid in immediately available funds in accordance with the terms thereof.

Section 4. Opinions

Based upon and subject to the foregoing, and subject to the qualifications, limitations, and exceptions set forth in Section 5 below, we are of the opinion that:

4.1 Due Organization, Valid Existence, and Good Standing

The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon the Certificate of Good Standing dated January 11, 2024, issued by the Secretary of State of the State of Delaware with respect to the Company (Delaware File Number 6384291; Employer Identification Number 83-2147605). The Company was originally incorporated in the State of Delaware in 2017, and its corporate existence has not been suspended, revoked, or otherwise terminated since that date. Based on the foregoing, the Company is in good standing under the laws of the State of Delaware as of the date of such certificate, and we are not aware of any facts or circumstances that would cause the Company's good standing to have changed between the date of such certificate and the date hereof.

4.2 Corporate Power and Authority

The Company has the requisite corporate power and authority under its Charter and Bylaws and under the DGCL to: (a) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party; (b) issue the Notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000.00) to the Purchasers; and (c) conduct its business as presently conducted. In rendering this opinion, we note that the Company is engaged in the business of financial technology, operating as a software-as-a-service (SaaS) provider of cloud-based payments orchestration and embedded lending platform solutions, and that the Charter does not contain any limitations or restrictions on the Company's corporate powers that would prohibit or restrict the execution, delivery, or performance of the Transaction Documents or the conduct of the Company's business as presently conducted.

4.3 Authorization. The execution, delivery, and performance by the Company of each of the Transaction Documents to which it is a party, and the issuance of the Notes to the Purchasers, have been duly authorized by all necessary corporate action on the part of the Company. Specifically:

(a) The Board of Directors of the Company, acting by Unanimous Written Consent dated January 10, 2024 (the Board Consent), duly authorized and approved: (i) the convertible note bridge financing and the terms thereof; (ii) the Note Purchase Agreement and the form thereof; (iii) the form of Convertible Promissory Note; (iv) the Subordination Agreement; (v) the IRA Amendment and the ROFR Amendment (collectively, the amendments to existing investor agreements); (vi) the Escrow Agreement; and (vii) the execution, delivery, and performance by the Company of each of the foregoing Transaction Documents and all actions to be taken by the officers of the Company in connection therewith.

(b) The holders of shares of capital stock of the Company entitled to vote on the transactions contemplated by the Transaction Documents, acting by Written Consent of Stockholders in Lieu of Special Meeting dated January 12, 2024 (the Stockholder Consent), duly approved the convertible note issuance and the related amendments to existing investor agreements. The Stockholder Consent was executed and delivered in accordance with Section 228 of the DGCL, and the requisite number of shares required to approve the foregoing matters consented thereto.

No further corporate action on the part of the Board of Directors or the stockholders of the Company is required for the valid execution, delivery, and performance of the Transaction Documents or the issuance of the Notes to the Purchasers.

4.4 Execution and Delivery

Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by the Company. The officers of the Company who executed the Transaction Documents on behalf of the Company were duly authorized to do so, as evidenced by the Board Consent, the Secretary's Certificate, and the incumbency certificates examined by us in connection with this opinion.

4.5 Enforceability. Each of the Transaction Documents to which the Company is a party constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its respective terms. This opinion is subject to the enforceability exceptions and other qualifications set forth in Section 5.1 below, which are incorporated herein by reference.

4.6 Valid Issuance of Notes

The Notes have been duly authorized by the Company and, when issued and delivered to the Purchasers against payment of the respective purchase prices set forth in the Schedule of Purchasers (Schedule 1 to the Note Purchase Agreement) in accordance with the terms of the Note Purchase Agreement, will be validly issued. The aggregate principal amount of the Notes is Sixty Million Dollars ($60,000,000.00), allocated among the Purchasers as follows:

The Notes bear interest at the rate of 6.00% per annum (600 basis points), computed on the basis of simple interest and a 365-day year. The Notes mature on January 15, 2026, which is twenty-four (24) months from the Closing Date. We have reviewed the terms of the Notes and confirm that the issuance thereof is consistent with the authorizations contained in the Board Consent and the Stockholder Consent and is in compliance with the Charter and Bylaws of the Company.

4.7 Conversion Shares

Upon conversion of the Notes, whether upon the occurrence of a Qualified Financing (defined in the Note Purchase Agreement as a bona fide equity financing in which the Company raises at least Eighty Million Dollars ($80,000,000.00) in new equity capital) or at the maturity date of the Notes, the shares of capital stock of the Company issuable upon such conversion (the "Conversion Shares") will, when issued in accordance with the terms and conditions of the Notes, be duly authorized, validly issued, fully paid, and nonassessable. As set forth in the Notes, the conversion price per share shall be the lower of:

(a) eighty percent (80%) of the price per share paid by investors in the Qualified Financing (representing a twenty percent (20%) discount to the Series D price per share); or

(b) the price per share implied by a pre-money valuation cap of Seven Hundred Fifty Million Dollars ($750,000,000.00) on a fully diluted basis, which, based on approximately 48,500,000 fully diluted shares outstanding as of the date hereof (on a pre-bridge basis), implies a conversion price of approximately $15.46 per share.

In rendering this opinion, we have reviewed the Charter of the Company and have confirmed that the Company has a sufficient number of authorized but unissued shares of capital stock (including shares of the applicable series of preferred stock) available for issuance upon conversion of the Notes in full, taking into account all other outstanding convertible securities, options, warrants, and other rights to acquire shares of the Company's capital stock as reflected in the Company's capitalization records. We note that this opinion is limited to the authorized share capital as set forth in the Charter as currently in effect and does not address any future amendments to the Charter that may be required in connection with a Qualified Financing or other corporate transaction.

4.8 No Conflicts

The execution, delivery, and performance by the Company of the Transaction Documents to which it is a party, and the issuance and sale of the Notes to the Purchasers, do not and will not:

(a) violate or contravene any provision of the Charter or Bylaws of the Company;

(b) violate or contravene any order, judgment, injunction, decree, writ, or award of any court or governmental body that is known to us to be applicable to the Company or any of its properties or assets;

(c) result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time, or both, would constitute a default) under, any material agreement or instrument to which the Company is a party or by which the Company or any of its properties or assets is bound and that has been identified to us, including the Kelvantis Loan Agreement dated August 15, 2022 (in light of, and giving effect to, the Kelvantis Consent and Waiver Letter received by the Company on January 12, 2024, and the execution and delivery of the Subordination Agreement among Kelvantis Lending Corp., the Purchasers, and the Company);

(d) result in the creation or imposition of any lien, charge, security interest, encumbrance, or other restriction upon any property or assets of the Company, except as expressly contemplated by the Subordination Agreement and the Transaction Documents; or

(e) violate any applicable law, rule, or regulation of the State of Delaware that, in our experience, is normally applicable to corporations organized under the laws of the State of Delaware and to transactions of the type contemplated by the Transaction Documents.

In rendering the opinion set forth in clause (c) above, we have limited our review to those agreements and instruments that have been specifically identified to us by the Company and that are listed in the Company Disclosure Schedule, and we have not conducted an independent search or investigation of agreements to which the Company may be a party. We note that our opinion in clause (c) above with respect to the Kelvantis Loan Agreement is given in reliance upon the Kelvantis Consent, as further described in Section 5.4 below.

4.9 Governmental Approvals

No consent, approval, authorization, order, registration, qualification, designation, declaration, or filing with any governmental authority of the State of Delaware or with any federal governmental authority is required for the valid execution, delivery, and performance by the Company of the Transaction Documents to which it is a party or for the valid issuance and sale of the Notes to the Purchasers, except for:

(a) the filing of a notice on Form D with the United States Securities and Exchange Commission (the "SEC") pursuant to Regulation D under the Securities Act, which initial Form D filing is required to be made within fifteen (15) days of the first sale of the Notes (the Company has represented that such filing will be made on or about January 16, 2024);

(b) applicable state "blue sky" or securities law notice filings, as may be required to be made in the States of Delaware, Massachusetts, Illinois, California, and Washington, and any other jurisdictions in which such filings may be required in connection with the offering and sale of the Notes; and

(c) the notice to non-consenting stockholders required to be given pursuant to Section 228(e) of the DGCL in connection with the Stockholder Consent, which notice is dated January 15, 2024.

4.10 Securities Law Exemption

Based upon and subject to the representations and warranties of the Purchasers set forth in the Note Purchase Agreement (including, without limitation, the representations set forth in Section 4 thereof regarding each Purchaser's investment intent, sophistication, accredited investor status, and access to information), and subject to the assumptions set forth in Section 3 of this opinion letter, the offer, sale, and issuance of the Notes to the Purchasers pursuant to the Note Purchase Agreement are exempt from the registration requirements of Section 5 of the Securities Act by virtue of Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, provided that:

(a) no general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D) was used by the Company or any person acting on the Company's behalf in connection with the offering and sale of the Notes;

(b) each Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D;

(c) the Company files a notice on Form D with the SEC as and when required by Rule 503 of Regulation D and makes such state securities law filings as may be required; and

(d) the Notes are "restricted securities" within the meaning of Rule 144 under the Securities Act and bear the restrictive legends set forth in the Note Purchase Agreement, and no transfer of the Notes is made except in compliance with applicable federal and state securities laws.

We express no opinion as to the availability of any exemption from the registration requirements of the Securities Act with respect to any subsequent resale or transfer of the Notes or any Conversion Shares.

Section 5. Qualifications and Limitations

The opinions set forth in Section 4 of this letter are subject to the following qualifications, limitations, and exceptions:

5.1 Enforceability Exceptions

The opinion expressed in Section 4.5 above with respect to the enforceability of the Transaction Documents is subject to and limited by:

(a) the effect of applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, fraudulent transfer, and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, including the Federal Bankruptcy Code (Title 11 of the United States Code), as amended, and the rules and regulations promulgated thereunder;

(b) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies;

(c) the possible unenforceability of contractual provisions providing for indemnification, contribution, or exculpation that may be held to violate federal or state securities laws or public policy underlying such laws;

(d) the possible unenforceability under certain circumstances of provisions providing for liquidated damages, penalties, acceleration of future amounts due (other than principal) without appropriate discount to present value, late charges, prepayment premiums, or forfeiture;

(e) the possible unenforceability of provisions to the effect that rights or remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or concurrently with any other right or remedy, that the election of a particular remedy or the exercise of a particular right does not preclude recourse to one or more other remedies or rights, or that a failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy; and

(f) the limitation of the enforceability of waivers of rights under usury or other debtor-protection statutes or principles to the extent that such waivers may be held to be unenforceable as a matter of law or public policy.

5.2 Scope Limitations

The opinions expressed in this letter are limited to the federal laws of the United States of America, the laws of the State of Delaware (including the Delaware General Corporation Law), and the laws of the State of New York, each as currently in effect, and we express no opinion as to the laws of any other jurisdiction, whether state, federal, foreign, or otherwise. Without limiting the generality of the foregoing:

(a) We express no opinion regarding compliance with federal or state securities laws other than as expressly set forth in Opinion 4.10 above.

(b) We express no opinion as to any matters of federal, state, local, or foreign tax law, including without limitation the characterization of the Notes for federal or state income tax purposes, the tax treatment of interest on the Notes, or the tax consequences of the conversion of the Notes into Conversion Shares.

(c) We express no opinion regarding the anti-fraud provisions of Section 10(b) of the Securities Exchange Act of 1934, as amended, Rule 10b-5 promulgated thereunder, Section 17(a) of the Securities Act, or any comparable provisions of state securities or "blue sky" laws.

(d) We do not opine on the laws of any jurisdiction other than those specified herein, including, without limitation, any state or federal money transmission laws, financial services regulatory requirements, consumer lending or usury statutes (other than as generally referenced in Section 5.1(f) above), or data privacy or cybersecurity laws or regulations.

(e) This opinion does not address, and we express no opinion with respect to, any provisions of the Transaction Documents relating to choice of law, submission to or consent to jurisdiction, venue selection, waiver of jury trial, waiver of inconvenient forum, or methods of service of process, except to the extent that such provisions relate to the Court of Chancery of the State of Delaware, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware, as specified in the Transaction Documents.

5.3 Reliance on Certificates and Third-Party Documents

In rendering the opinions expressed herein, we have relied, without independent investigation or verification, upon the following:

(a) the Officer's Certificate dated January 15, 2024, executed by Arjun Mehta, Chief Executive Officer, and David Lindstrom, Chief Financial Officer, of the Company, with respect to the factual matters stated therein;

(b) the Secretary's Certificate dated January 15, 2024, with respect to the authenticity and completeness of the Charter, Bylaws, Board Consent, Stockholder Consent, and the incumbency and authority of officers of the Company;

(c) the Certificate of Good Standing issued by the Secretary of State of the State of Delaware on January 11, 2024 (Delaware File Number 6384291), and we have not conducted any independent investigation of the Company's good standing or corporate status as of the date hereof, nor have we searched the records of any court or governmental agency for the purpose of determining whether any proceedings have been instituted that may affect the Company's good standing; and

(d) the representations and warranties made by the Company in the Transaction Documents with respect to factual matters, including without limitation representations regarding the Company's capitalization, the absence of undisclosed liabilities, and compliance with applicable laws.

We have assumed the accuracy and completeness of such certificates, representations, and warranties, and our opinions are subject to, and may be affected by, the truth, accuracy, and completeness thereof.

5.4 Subordination. Our opinion set forth in Section 4.8(c) above with respect to the Kelvantis Loan Agreement is given in reliance on the Kelvantis Consent and Waiver Letter executed by Kelvantis Lending Corp. and received by the Company on January 12, 2024, and on the assumption that the Kelvantis Consent is valid, binding, and enforceable in accordance with its terms. We note that the Notes are subordinated in right of payment to the Company's existing Fifteen Million Dollar ($15,000,000.00) venture debt facility with Kelvantis Lending Corp. under the Kelvantis Loan Agreement (the Loan and Security Agreement dated August 15, 2022, which matures on August 15, 2025), as set forth in and pursuant to the terms of the Subordination Agreement. We have not independently verified or confirmed the enforceability of the Kelvantis Consent or the Kelvantis Loan Agreement, and our opinion with respect to the absence of a breach or default under the Kelvantis Loan Agreement is conditioned upon the continued validity and effectiveness of the Kelvantis Consent and the Subordination Agreement. We express no opinion as to the rights of Kelvantis Lending Corp. under the Kelvantis Loan Agreement or the Subordination Agreement, or as to the relative priority of the Notes and the indebtedness under the Kelvantis Loan Agreement.

Section 6. Other Matters

This opinion letter is furnished solely for the benefit of the Purchasers, in their capacity as Purchasers under the Note Purchase Agreement, in connection with the transactions contemplated by the Note Purchase Agreement and the other Transaction Documents. This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent in each instance. Notwithstanding the foregoing, this opinion letter may be disclosed to a Purchaser's legal counsel, accountants, and other professional advisors on a confidential basis in connection with their review of the transactions contemplated by the Transaction Documents.

This opinion letter is rendered as of the date hereof, and we assume no obligation, and hereby disclaim any obligation, to supplement, update, revise, or withdraw this opinion letter, or to advise you of any changes in the facts, circumstances, or law (whether by legislative action, judicial decision, or otherwise) that may occur or come to our attention after the date hereof, even though such changes may affect the opinions expressed herein or the legal analysis upon which such opinions are based. No opinion is expressed herein with respect to any matter not specifically addressed in Section 4 above.

This opinion letter does not address, and we express no opinion with respect to, any documents, agreements, instruments, or arrangements other than the Transaction Documents specifically described herein. Without limiting the generality of the foregoing, we express no opinion with respect to:

(a) the Company's compliance with any financial covenants contained in the Transaction Documents, the Kelvantis Loan Agreement, or any other agreement to which the Company is a party;

(b) the adequacy of the Company's capitalization for any purpose, including the Company's ability to pay its debts as they become due;

(c) the accuracy or completeness of any financial statements of the Company, including the audited financial statements prepared by Pinnacle Audit Group LLP or any interim or unaudited financial statements; or

(d) the accuracy or completeness of the 409A valuation report prepared by Atlas Valuation Services, Inc., or the appropriateness of the fair market value determination set forth therein for any purpose.

This opinion letter may not be quoted or reproduced, in whole or in part, or referred to in any public filing, registration statement, offering document, or report without our prior written consent.

•

We are members of the bar of the State of New York and are admitted to practice before the courts of the State of New York and the United States District Courts for the Southern and Eastern Districts of New York. We are also admitted to practice before the United States Securities and Exchange Commission. We do not purport to be experts in the laws of any jurisdiction other than those specified in Section 5.2 above, and the opinions expressed herein are limited accordingly.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Victoria Chambers

Title: Partner (Responsible Partner)

With the approval of:

________________________________________

Leonard Ashford Of Counsel, Emerging Companies & Venture Capital

VLC/LA/jkm Enclosures

cc: Arjun Mehta, Chief Executive Officer, Skybridge Fintech Ltd. David Lindstrom, Chief Financial Officer, Skybridge Fintech Ltd. Kelvantis Lending Corp. (via counsel) Granite Trust Company, N.A. (Escrow Agent)

Purchaser	Principal Amount	Percentage
Ridgeline Ventures Fund IV, L.P.	$30,000,000.00	50.00%
Beacon Hill Capital Partners, LLC	$15,000,000.00	25.00%
Northstar Innovation Fund II, L.P.	$10,000,000.00	16.67%
Halcyon Growth Equity, L.P.	$5,000,000.00	8.33%
Total	$60,000,000.00	100.00%

CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Lexington Avenue New York, New York 10022 Telephone: (212) 555-8400 Facsimile: (212) 555-8401 www.calderwoodharkness.com
January 15, 2024
Matter No. 1009-00001
Ridgeline Ventures Fund IV, L.P. 800 Boylston Street, 34th Floor Boston, Massachusetts 02199
Beacon Hill Capital Partners, LLC 222 West Adams Street, Suite 3400 Chicago, Illinois 60606
Northstar Innovation Fund II, L.P. 555 California Street, Suite 4100 San Francisco, California 94104
Halcyon Growth Equity, L.P. 1201 Third Avenue, Suite 5600 Seattle, Washington 98101
(each a "Purchaser" and, collectively, the "Purchasers")
Ladies and Gentlemen:
We have acted as counsel to Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware (the "Company"), in connection with the Note Purchase Agreement dated as of January 15, 2024 (the "Note Purchase Agreement"), by and among the Company and the Purchasers identified therein, pursuant to which the Company is issuing and selling to the Purchasers convertible promissory notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000.00), bearing interest at the rate of 6.00% per annum (600 basis points), and maturing on January 15, 2026 (collectively, the "Notes"). This opinion letter is delivered to you pursuant to Section 6.2(e) of the Note Purchase Agreement as a condition precedent to the obligations of the Purchasers at the Initial Closing thereunder. This letter constitutes our legal opinion in connection with the matters set forth herein.
In connection with rendering the opinions expressed below, we have examined the documents, records, and instruments described in Section 2 of this opinion letter, and we have made the investigations, and are subject to the assumptions, qualifications, and limitations, described herein. All capitalized terms used but not otherwise defined in this opinion letter shall have the respective meanings ascribed to them in the Note Purchase Agreement.
Section 1. Defined Terms and Transaction Documents
As used in this opinion letter, the following terms shall have the meanings set forth below:
"Note Purchase Agreement" means the Note Purchase Agreement dated as of January 15, 2024, by and among the Company and the Purchasers listed on Schedule 1 thereto, together with all exhibits, schedules, and annexes attached thereto.
"Notes" means the Convertible Promissory Notes issued by the Company to each of the Purchasers pursuant to the Note Purchase Agreement in the aggregate principal amount of Sixty Million Dollars ($60,000,000.00).
"Subordination Agreement" means the Subordination Agreement dated as of January 15, 2024, among Kelvantis Lending Corp., a Delaware corporation, the Purchasers, and the Company, setting forth the terms of subordination of the Notes to the existing indebtedness of the Company under the Kelvantis Loan Agreement (as defined below).
"IRA Amendment" means Amendment No. 1 to the Amended and Restated Investors' Rights Agreement dated as of January 15, 2024, by and among the Company and the investors party thereto.
"ROFR Amendment" means Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement dated as of January 15, 2024, by and among the Company and the stockholders party thereto.
"Escrow Agreement" means the Escrow Agreement dated as of January 15, 2024, among the Company, the Purchasers, and Granite Trust Company, N.A., a national banking association, as escrow agent (Escrow Account No. 4401-7829-SBF), governing the deposit and disbursement of a portion of the aggregate purchase price pending satisfaction of certain post-closing conditions.
The Note Purchase Agreement, the Notes, the Subordination Agreement, the IRA Amendment, the ROFR Amendment, and the Escrow Agreement are collectively referred to herein as the "Transaction Documents."
"Charter" means the Amended and Restated Certificate of Incorporation of the Company, as currently in effect and on file with the Secretary of State of the State of Delaware.
"Bylaws" means the Bylaws of the Company, as currently in effect.
"Board Consent" means the Unanimous Written Consent of the Board of Directors of the Company, dated January 10, 2024, authorizing and approving the transactions contemplated by the Transaction Documents and all matters related thereto.
"Stockholder Consent" means the Written Consent of Stockholders in Lieu of Special Meeting, dated January 12, 2024, approving the convertible note issuance and the related amendments to existing investor agreements, executed in accordance with Section 228 of the General Corporation Law of the State of Delaware (the "DGCL").
"Kelvantis Loan Agreement" means the Loan and Security Agreement, dated as of August 15, 2022, by and between Kelvantis Lending Corp. and the Company, as the same may have been amended, restated, supplemented, or otherwise modified prior to the date hereof.
"Kelvantis Consent" means the Lender Consent and Waiver Letter executed by Kelvantis Lending Corp. and received by the Company on January 12, 2024, pursuant to which Kelvantis Lending Corp. consented to the transactions contemplated by the Transaction Documents and waived certain provisions of the Kelvantis Loan Agreement in connection therewith.
Capitalized terms used but not defined in this opinion letter shall have the meanings given to them in the Note Purchase Agreement.
Section 2. Documents Examined and Investigations
In rendering the opinions set forth in this letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, certificates, records, and instruments:
(a) the Note Purchase Agreement, including the Schedule of Purchasers (Schedule 1) and the Company Disclosure Schedule attached thereto;
(b) the form of Convertible Promissory Note attached as Exhibit A to the Note Purchase Agreement;
(c) the Subordination Agreement;
(d) the IRA Amendment;
(e) the ROFR Amendment;
(f) the Escrow Agreement;
(g) the Charter (Amended and Restated Certificate of Incorporation of the Company), as filed with the Secretary of State of the State of Delaware, together with all certificates of amendment and certificates of designation filed in connection therewith;
(h) the Bylaws of the Company, as currently in effect;
(i) the Board Consent, being the Unanimous Written Consent of the Board of Directors of the Company dated January 10, 2024;
(j) the Stockholder Consent, being the Written Consent of Stockholders in Lieu of Special Meeting dated January 12, 2024;
(k) the Certificate of Good Standing for the Company issued by the Secretary of State of the State of Delaware dated January 11, 2024 (Delaware File Number 6384291);
(l) the Officer's Certificate of the Company dated January 15, 2024, executed by Arjun Mehta, in his capacity as Chief Executive Officer, and David Lindstrom, in his capacity as Chief Financial Officer, certifying as to certain factual matters relating to the Company and the transactions contemplated by the Transaction Documents;
(m) the Secretary's Certificate of the Company dated January 15, 2024, executed by the Secretary of the Company, certifying as to the Charter, Bylaws, Board Consent, Stockholder Consent, and incumbency of officers executing the Transaction Documents on behalf of the Company;
(n) the Kelvantis Consent, being the Lender Consent and Waiver Letter executed by Kelvantis Lending Corp. and received by the Company on January 12, 2024;
(o) the Kelvantis Loan Agreement dated August 15, 2022, including all amendments, supplements, and modifications thereto; and
(p) such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.
In addition to the foregoing, we have reviewed the Company's Amended and Restated Investors' Rights Agreement (prior to giving effect to the IRA Amendment), the Right of First Refusal and Co-Sale Agreement (prior to giving effect to the ROFR Amendment), and the existing capitalization records of the Company, which reflect approximately 48,500,000 fully diluted shares outstanding on a pre-bridge basis (inclusive of outstanding stock options, restricted stock units, and warrants). We have also conducted such legal research and considered such matters of law as we have deemed relevant and necessary for purposes of this opinion letter.
We have not independently investigated or verified any of the factual matters set forth in the Officer's Certificate, the Secretary's Certificate, or the Company Disclosure Schedule, and we have assumed the accuracy and completeness thereof for purposes of rendering the opinions expressed herein. Our examination of documents has been limited to the documents specifically identified above, and we have not examined any documents, agreements, or instruments other than those specifically referenced in this Section 2.
Section 3. Assumptions
In rendering the opinions set forth herein, we have assumed the following, without independent investigation or verification:
(a) the genuineness of all signatures on documents examined by us (other than signatures of officers, directors, or other authorized representatives of the Company);
(b) the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies, whether certified, conformed, photostatic, electronic, or otherwise;
(c) the authority, legal capacity, and due execution and delivery of each of the Transaction Documents by each party thereto other than the Company, and that each such party had all requisite power and authority to enter into and perform its obligations under each Transaction Document to which it is a party;
(d) that each Purchaser is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization (which, in the case of each Purchaser, is the State of Delaware), and has the full legal right, power, and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party;
(e) that each Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and that the representations and warranties made by each Purchaser in the Note Purchase Agreement are true, correct, and complete as of the date hereof;
(f) the factual matters set forth in the Officer's Certificate dated January 15, 2024, executed by Arjun Mehta and David Lindstrom, and the Secretary's Certificate dated January 15, 2024, are true, correct, and complete in all respects as of the date hereof;
(g) the Company Disclosure Schedule delivered in connection with the Note Purchase Agreement is complete and accurate in all material respects as of the date hereof;
(h) the Certificate of Good Standing issued by the Secretary of State of the State of Delaware on January 11, 2024, with respect to the Company (Delaware File Number 6384291) remains accurate as of the date hereof, and no proceedings have been instituted or are pending to dissolve, liquidate, or otherwise terminate the existence of the Company;
(i) the Kelvantis Consent is valid, binding, and effective in accordance with its terms, and that no condition to the effectiveness thereof has failed to be satisfied or waived as of the date hereof;
(j) all documents that are required to have been filed, recorded, or registered in any public office or with any governmental, regulatory, or other authority in order to establish, perfect, or preserve any rights, interests, or priorities created or purported to be created by the Transaction Documents have been duly filed, recorded, or registered in each jurisdiction where such filing, recording, or registration is required;
(k) there are no oral or written agreements, understandings, side letters, courses of dealing, or courses of conduct among any of the parties to the Transaction Documents that modify, supplement, amend, or are inconsistent with any of the terms or provisions of the Transaction Documents; and
(l) the consideration recited in the Transaction Documents as being paid or payable by the Purchasers has been or will be fully paid in immediately available funds in accordance with the terms thereof.
Section 4. Opinions
Based upon and subject to the foregoing, and subject to the qualifications, limitations, and exceptions set forth in Section 5 below, we are of the opinion that:
4.1 Due Organization, Valid Existence, and Good Standing
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon the Certificate of Good Standing dated January 11, 2024, issued by the Secretary of State of the State of Delaware with respect to the Company (Delaware File Number 6384291; Employer Identification Number 83-2147605). The Company was originally incorporated in the State of Delaware in 2017, and its corporate existence has not been suspended, revoked, or otherwise terminated since that date. Based on the foregoing, the Company is in good standing under the laws of the State of Delaware as of the date of such certificate, and we are not aware of any facts or circumstances that would cause the Company's good standing to have changed between the date of such certificate and the date hereof.
4.2 Corporate Power and Authority
The Company has the requisite corporate power and authority under its Charter and Bylaws and under the DGCL to: (a) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party; (b) issue the Notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000.00) to the Purchasers; and (c) conduct its business as presently conducted. In rendering this opinion, we note that the Company is engaged in the business of financial technology, operating as a software-as-a-service (SaaS) provider of cloud-based payments orchestration and embedded lending platform solutions, and that the Charter does not contain any limitations or restrictions on the Company's corporate powers that would prohibit or restrict the execution, delivery, or performance of the Transaction Documents or the conduct of the Company's business as presently conducted.
4.3 Authorization.  The execution, delivery, and performance by the Company of each of the Transaction Documents to which it is a party, and the issuance of the Notes to the Purchasers, have been duly authorized by all necessary corporate action on the part of the Company. Specifically:
(a) The Board of Directors of the Company, acting by Unanimous Written Consent dated January 10, 2024 (the Board Consent), duly authorized and approved: (i) the convertible note bridge financing and the terms thereof; (ii) the Note Purchase Agreement and the form thereof; (iii) the form of Convertible Promissory Note; (iv) the Subordination Agreement; (v) the IRA Amendment and the ROFR Amendment (collectively, the amendments to existing investor agreements); (vi) the Escrow Agreement; and (vii) the execution, delivery, and performance by the Company of each of the foregoing Transaction Documents and all actions to be taken by the officers of the Company in connection therewith.
(b) The holders of shares of capital stock of the Company entitled to vote on the transactions contemplated by the Transaction Documents, acting by Written Consent of Stockholders in Lieu of Special Meeting dated January 12, 2024 (the Stockholder Consent), duly approved the convertible note issuance and the related amendments to existing investor agreements. The Stockholder Consent was executed and delivered in accordance with Section 228 of the DGCL, and the requisite number of shares required to approve the foregoing matters consented thereto.
No further corporate action on the part of the Board of Directors or the stockholders of the Company is required for the valid execution, delivery, and performance of the Transaction Documents or the issuance of the Notes to the Purchasers.
4.4 Execution and Delivery
Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by the Company. The officers of the Company who executed the Transaction Documents on behalf of the Company were duly authorized to do so, as evidenced by the Board Consent, the Secretary's Certificate, and the incumbency certificates examined by us in connection with this opinion.
4.5 Enforceability.  Each of the Transaction Documents to which the Company is a party constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its respective terms. This opinion is subject to the enforceability exceptions and other qualifications set forth in Section 5.1 below, which are incorporated herein by reference.
4.6 Valid Issuance of Notes
The Notes have been duly authorized by the Company and, when issued and delivered to the Purchasers against payment of the respective purchase prices set forth in the Schedule of Purchasers (Schedule 1 to the Note Purchase Agreement) in accordance with the terms of the Note Purchase Agreement, will be validly issued. The aggregate principal amount of the Notes is Sixty Million Dollars ($60,000,000.00), allocated among the Purchasers as follows:
The Notes bear interest at the rate of 6.00% per annum (600 basis points), computed on the basis of simple interest and a 365-day year. The Notes mature on January 15, 2026, which is twenty-four (24) months from the Closing Date. We have reviewed the terms of the Notes and confirm that the issuance thereof is consistent with the authorizations contained in the Board Consent and the Stockholder Consent and is in compliance with the Charter and Bylaws of the Company.
4.7 Conversion Shares
Upon conversion of the Notes, whether upon the occurrence of a Qualified Financing (defined in the Note Purchase Agreement as a bona fide equity financing in which the Company raises at least Eighty Million Dollars ($80,000,000.00) in new equity capital) or at the maturity date of the Notes, the shares of capital stock of the Company issuable upon such conversion (the "Conversion Shares") will, when issued in accordance with the terms and conditions of the Notes, be duly authorized, validly issued, fully paid, and nonassessable. As set forth in the Notes, the conversion price per share shall be the lower of:
(a) eighty percent (80%) of the price per share paid by investors in the Qualified Financing (representing a twenty percent (20%) discount to the Series D price per share); or
(b) the price per share implied by a pre-money valuation cap of Seven Hundred Fifty Million Dollars ($750,000,000.00) on a fully diluted basis, which, based on approximately 48,500,000 fully diluted shares outstanding as of the date hereof (on a pre-bridge basis), implies a conversion price of approximately $15.46 per share.
In rendering this opinion, we have reviewed the Charter of the Company and have confirmed that the Company has a sufficient number of authorized but unissued shares of capital stock (including shares of the applicable series of preferred stock) available for issuance upon conversion of the Notes in full, taking into account all other outstanding convertible securities, options, warrants, and other rights to acquire shares of the Company's capital stock as reflected in the Company's capitalization records. We note that this opinion is limited to the authorized share capital as set forth in the Charter as currently in effect and does not address any future amendments to the Charter that may be required in connection with a Qualified Financing or other corporate transaction.
4.8 No Conflicts
The execution, delivery, and performance by the Company of the Transaction Documents to which it is a party, and the issuance and sale of the Notes to the Purchasers, do not and will not:
(a) violate or contravene any provision of the Charter or Bylaws of the Company;
(b) violate or contravene any order, judgment, injunction, decree, writ, or award of any court or governmental body that is known to us to be applicable to the Company or any of its properties or assets;
(c) result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time, or both, would constitute a default) under, any material agreement or instrument to which the Company is a party or by which the Company or any of its properties or assets is bound and that has been identified to us, including the Kelvantis Loan Agreement dated August 15, 2022 (in light of, and giving effect to, the Kelvantis Consent and Waiver Letter received by the Company on January 12, 2024, and the execution and delivery of the Subordination Agreement among Kelvantis Lending Corp., the Purchasers, and the Company);
(d) result in the creation or imposition of any lien, charge, security interest, encumbrance, or other restriction upon any property or assets of the Company, except as expressly contemplated by the Subordination Agreement and the Transaction Documents; or
(e) violate any applicable law, rule, or regulation of the State of Delaware that, in our experience, is normally applicable to corporations organized under the laws of the State of Delaware and to transactions of the type contemplated by the Transaction Documents.
In rendering the opinion set forth in clause (c) above, we have limited our review to those agreements and instruments that have been specifically identified to us by the Company and that are listed in the Company Disclosure Schedule, and we have not conducted an independent search or investigation of agreements to which the Company may be a party. We note that our opinion in clause (c) above with respect to the Kelvantis Loan Agreement is given in reliance upon the Kelvantis Consent, as further described in Section 5.4 below.
4.9 Governmental Approvals
No consent, approval, authorization, order, registration, qualification, designation, declaration, or filing with any governmental authority of the State of Delaware or with any federal governmental authority is required for the valid execution, delivery, and performance by the Company of the Transaction Documents to which it is a party or for the valid issuance and sale of the Notes to the Purchasers, except for:
(a) the filing of a notice on Form D with the United States Securities and Exchange Commission (the "SEC") pursuant to Regulation D under the Securities Act, which initial Form D filing is required to be made within fifteen (15) days of the first sale of the Notes (the Company has represented that such filing will be made on or about January 16, 2024);
(b) applicable state "blue sky" or securities law notice filings, as may be required to be made in the States of Delaware, Massachusetts, Illinois, California, and Washington, and any other jurisdictions in which such filings may be required in connection with the offering and sale of the Notes; and
(c) the notice to non-consenting stockholders required to be given pursuant to Section 228(e) of the DGCL in connection with the Stockholder Consent, which notice is dated January 15, 2024.
4.10 Securities Law Exemption
Based upon and subject to the representations and warranties of the Purchasers set forth in the Note Purchase Agreement (including, without limitation, the representations set forth in Section 4 thereof regarding each Purchaser's investment intent, sophistication, accredited investor status, and access to information), and subject to the assumptions set forth in Section 3 of this opinion letter, the offer, sale, and issuance of the Notes to the Purchasers pursuant to the Note Purchase Agreement are exempt from the registration requirements of Section 5 of the Securities Act by virtue of Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, provided that:
(a) no general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D) was used by the Company or any person acting on the Company's behalf in connection with the offering and sale of the Notes;
(b) each Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D;
(c) the Company files a notice on Form D with the SEC as and when required by Rule 503 of Regulation D and makes such state securities law filings as may be required; and
(d) the Notes are "restricted securities" within the meaning of Rule 144 under the Securities Act and bear the restrictive legends set forth in the Note Purchase Agreement, and no transfer of the Notes is made except in compliance with applicable federal and state securities laws.
We express no opinion as to the availability of any exemption from the registration requirements of the Securities Act with respect to any subsequent resale or transfer of the Notes or any Conversion Shares.
Section 5. Qualifications and Limitations
The opinions set forth in Section 4 of this letter are subject to the following qualifications, limitations, and exceptions:
5.1 Enforceability Exceptions
The opinion expressed in Section 4.5 above with respect to the enforceability of the Transaction Documents is subject to and limited by:
(a) the effect of applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, fraudulent transfer, and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, including the Federal Bankruptcy Code (Title 11 of the United States Code), as amended, and the rules and regulations promulgated thereunder;
(b) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies;
(c) the possible unenforceability of contractual provisions providing for indemnification, contribution, or exculpation that may be held to violate federal or state securities laws or public policy underlying such laws;
(d) the possible unenforceability under certain circumstances of provisions providing for liquidated damages, penalties, acceleration of future amounts due (other than principal) without appropriate discount to present value, late charges, prepayment premiums, or forfeiture;
(e) the possible unenforceability of provisions to the effect that rights or remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or concurrently with any other right or remedy, that the election of a particular remedy or the exercise of a particular right does not preclude recourse to one or more other remedies or rights, or that a failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy; and
(f) the limitation of the enforceability of waivers of rights under usury or other debtor-protection statutes or principles to the extent that such waivers may be held to be unenforceable as a matter of law or public policy.
5.2 Scope Limitations
The opinions expressed in this letter are limited to the federal laws of the United States of America, the laws of the State of Delaware (including the Delaware General Corporation Law), and the laws of the State of New York, each as currently in effect, and we express no opinion as to the laws of any other jurisdiction, whether state, federal, foreign, or otherwise. Without limiting the generality of the foregoing:
(a) We express no opinion regarding compliance with federal or state securities laws other than as expressly set forth in Opinion 4.10 above.
(b) We express no opinion as to any matters of federal, state, local, or foreign tax law, including without limitation the characterization of the Notes for federal or state income tax purposes, the tax treatment of interest on the Notes, or the tax consequences of the conversion of the Notes into Conversion Shares.
(c) We express no opinion regarding the anti-fraud provisions of Section 10(b) of the Securities Exchange Act of 1934, as amended, Rule 10b-5 promulgated thereunder, Section 17(a) of the Securities Act, or any comparable provisions of state securities or "blue sky" laws.
(d) We do not opine on the laws of any jurisdiction other than those specified herein, including, without limitation, any state or federal money transmission laws, financial services regulatory requirements, consumer lending or usury statutes (other than as generally referenced in Section 5.1(f) above), or data privacy or cybersecurity laws or regulations.
(e) This opinion does not address, and we express no opinion with respect to, any provisions of the Transaction Documents relating to choice of law, submission to or consent to jurisdiction, venue selection, waiver of jury trial, waiver of inconvenient forum, or methods of service of process, except to the extent that such provisions relate to the Court of Chancery of the State of Delaware, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware, as specified in the Transaction Documents.
5.3 Reliance on Certificates and Third-Party Documents
In rendering the opinions expressed herein, we have relied, without independent investigation or verification, upon the following:
(a) the Officer's Certificate dated January 15, 2024, executed by Arjun Mehta, Chief Executive Officer, and David Lindstrom, Chief Financial Officer, of the Company, with respect to the factual matters stated therein;
(b) the Secretary's Certificate dated January 15, 2024, with respect to the authenticity and completeness of the Charter, Bylaws, Board Consent, Stockholder Consent, and the incumbency and authority of officers of the Company;
(c) the Certificate of Good Standing issued by the Secretary of State of the State of Delaware on January 11, 2024 (Delaware File Number 6384291), and we have not conducted any independent investigation of the Company's good standing or corporate status as of the date hereof, nor have we searched the records of any court or governmental agency for the purpose of determining whether any proceedings have been instituted that may affect the Company's good standing; and
(d) the representations and warranties made by the Company in the Transaction Documents with respect to factual matters, including without limitation representations regarding the Company's capitalization, the absence of undisclosed liabilities, and compliance with applicable laws.
We have assumed the accuracy and completeness of such certificates, representations, and warranties, and our opinions are subject to, and may be affected by, the truth, accuracy, and completeness thereof.
5.4 Subordination.  Our opinion set forth in Section 4.8(c) above with respect to the Kelvantis Loan Agreement is given in reliance on the Kelvantis Consent and Waiver Letter executed by Kelvantis Lending Corp. and received by the Company on January 12, 2024, and on the assumption that the Kelvantis Consent is valid, binding, and enforceable in accordance with its terms. We note that the Notes are subordinated in right of payment to the Company's existing Fifteen Million Dollar ($15,000,000.00) venture debt facility with Kelvantis Lending Corp. under the Kelvantis Loan Agreement (the Loan and Security Agreement dated August 15, 2022, which matures on August 15, 2025), as set forth in and pursuant to the terms of the Subordination Agreement. We have not independently verified or confirmed the enforceability of the Kelvantis Consent or the Kelvantis Loan Agreement, and our opinion with respect to the absence of a breach or default under the Kelvantis Loan Agreement is conditioned upon the continued validity and effectiveness of the Kelvantis Consent and the Subordination Agreement. We express no opinion as to the rights of Kelvantis Lending Corp. under the Kelvantis Loan Agreement or the Subordination Agreement, or as to the relative priority of the Notes and the indebtedness under the Kelvantis Loan Agreement.
Section 6. Other Matters
This opinion letter is furnished solely for the benefit of the Purchasers, in their capacity as Purchasers under the Note Purchase Agreement, in connection with the transactions contemplated by the Note Purchase Agreement and the other Transaction Documents. This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent in each instance. Notwithstanding the foregoing, this opinion letter may be disclosed to a Purchaser's legal counsel, accountants, and other professional advisors on a confidential basis in connection with their review of the transactions contemplated by the Transaction Documents.
This opinion letter is rendered as of the date hereof, and we assume no obligation, and hereby disclaim any obligation, to supplement, update, revise, or withdraw this opinion letter, or to advise you of any changes in the facts, circumstances, or law (whether by legislative action, judicial decision, or otherwise) that may occur or come to our attention after the date hereof, even though such changes may affect the opinions expressed herein or the legal analysis upon which such opinions are based. No opinion is expressed herein with respect to any matter not specifically addressed in Section 4 above.
This opinion letter does not address, and we express no opinion with respect to, any documents, agreements, instruments, or arrangements other than the Transaction Documents specifically described herein. Without limiting the generality of the foregoing, we express no opinion with respect to:
(a) the Company's compliance with any financial covenants contained in the Transaction Documents, the Kelvantis Loan Agreement, or any other agreement to which the Company is a party;
(b) the adequacy of the Company's capitalization for any purpose, including the Company's ability to pay its debts as they become due;
(c) the accuracy or completeness of any financial statements of the Company, including the audited financial statements prepared by Pinnacle Audit Group LLP or any interim or unaudited financial statements; or
(d) the accuracy or completeness of the 409A valuation report prepared by Atlas Valuation Services, Inc., or the appropriateness of the fair market value determination set forth therein for any purpose.
This opinion letter may not be quoted or reproduced, in whole or in part, or referred to in any public filing, registration statement, offering document, or report without our prior written consent.
•            
We are members of the bar of the State of New York and are admitted to practice before the courts of the State of New York and the United States District Courts for the Southern and Eastern Districts of New York. We are also admitted to practice before the United States Securities and Exchange Commission. We do not purport to be experts in the laws of any jurisdiction other than those specified in Section 5.2 above, and the opinions expressed herein are limited accordingly.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Victoria Chambers
Title: Partner (Responsible Partner)
With the approval of:
________________________________________
Leonard Ashford Of Counsel, Emerging Companies & Venture Capital
VLC/LA/jkm Enclosures
cc: Arjun Mehta, Chief Executive Officer, Skybridge Fintech Ltd. David Lindstrom, Chief Financial Officer, Skybridge Fintech Ltd. Kelvantis Lending Corp. (via counsel) Granite Trust Company, N.A. (Escrow Agent)
Purchaser | Principal Amount | Percentage
Ridgeline Ventures Fund IV, L.P. | $30,000,000.00 | 50.00%
Beacon Hill Capital Partners, LLC | $15,000,000.00 | 25.00%
Northstar Innovation Fund II, L.P. | $10,000,000.00 | 16.67%
Halcyon Growth Equity, L.P. | $5,000,000.00 | 8.33%
Total | $60,000,000.00 | 100.00%

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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