1009-00001 · Skybridge Fintech Ltd · Engagement & Administration

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MEMORANDUM

PRIVILEGED & CONFIDENTIAL / ATTORNEY WORK PRODUCT

To: Victoria Chambers, Responsible Partner Howard Quinn, Billing Partner

From: Leonard Ashford, Of Counsel, Emerging Companies & Venture Capital

Date: November 3, 2023

Re: Conflict Check — Proposed Representation of Skybridge Fintech Ltd. in $60,000,000 Convertible Note Bridge Financing

Matter No.: 1009-00001

I. Purpose and Summary of Conclusions

This memorandum documents the results of the conflicts clearance process conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm"), 600 Lexington Avenue, New York, NY 10022, as counsel to Skybridge Fintech Ltd. ("Skybridge" or the "Company") in a proposed $60,000,000 convertible promissory note bridge financing (the "Proposed Transaction"). The purpose of this memorandum is to identify, analyze, and resolve any actual or potential conflicts of interest that may arise from the Firm's representation of Skybridge in the Proposed Transaction, in accordance with the Firm's internal conflict clearance policies and procedures and the applicable Rules of Professional Conduct.

The conflict check was initiated on November 1, 2023, upon receipt of a preliminary engagement inquiry from Priya Ramanathan, General Counsel of Skybridge, and was completed on November 3, 2023. The search was conducted using the Firm's centralized conflicts management system (Glenrock Health ITCONFLICTS), supplemented by a review of the Firm's billing and matter management records, lateral hire screening files, and informal inquiries directed to relevant practice group leaders and the proposed engagement team.

Summary Conclusion: No disqualifying conflicts of interest were identified. No current client, former client, or other relationship of the Firm presents a concurrent conflict under Rule 1.7, a former client conflict under Rule 1.9, or any other conflict that would preclude the Firm from undertaking the proposed representation. The Firm is cleared to proceed with the engagement, subject to the observations and conditions noted in Section V below. Those observations are precautionary in nature and do not rise to the level of a conflict requiring client consent or a formal waiver.

II. Description of the Proposed Matter

Client

Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware (C-corporation), Employer Identification Number 83-2147605, Delaware Division of Corporations File Number 6384291, with its principal place of business located at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801. Skybridge was incorporated in Delaware in 2017 and maintains additional offices in New York, New York and San Francisco, California.

Nature of the Matter

The Firm has been asked to represent Skybridge as the issuer in a $60,000,000 convertible promissory note bridge financing (the "Bridge Financing") to be completed in advance of a planned Series D preferred equity financing round anticipated for the second quarter of 2024. The Bridge Financing involves the issuance by Skybridge of convertible promissory notes (the "Notes") to a syndicate of existing and new investors (collectively, the "Investors"). The Notes will bear interest at a rate of 6.00% per annum (600 basis points), compounding on a basis to be determined, and are expected to convert into shares of the Company's Series D Preferred Stock upon the closing of a qualified financing event, subject to negotiated discount and valuation cap mechanics. The anticipated scope of the Firm's engagement includes drafting and negotiating the note purchase agreement, the form of convertible promissory note, board and stockholder consent resolutions, any amendments or waivers required under the Company's existing venture debt facility, updated disclosure schedules, and related ancillary documentation.

Industry

Skybridge operates in the financial technology ("fintech") and Software-as-a-Service ("SaaS") sectors. The Company's primary product is a cloud-based payments orchestration and embedded lending platform that enables enterprise clients to integrate multi-rail payment processing and point-of-sale credit products into their existing software ecosystems. The Company serves customers in the e-commerce, point-of-sale, and B2B payments verticals and is subject to regulatory oversight by federal and state financial services regulators, including with respect to money transmission and consumer lending compliance.

Key Company Personnel

The following individuals are officers, founders, or key personnel of Skybridge who are expected to be involved in the Proposed Transaction and whose names were included in the conflict search:

• Arjun Mehta — Chief Executive Officer & Co-Founder

• Elena Vasquez — Chief Technology Officer & Co-Founder

• David Lindstrom — Chief Financial Officer

• Priya Ramanathan — General Counsel

• Marcus Tillman — Vice President, Corporate Development

Proposed C&H Engagement Team

The following attorneys have been identified as the proposed engagement team for this matter:

• Victoria Chambers — Partner, Emerging Companies & Venture Capital (Responsible Partner)

• Howard Quinn — Partner, Emerging Companies & Venture Capital (Billing Partner)

• Leonard Ashford — Of Counsel, Emerging Companies & Venture Capital (Substantive Corporate Lead)

• Nina Reyes — Senior Associate, Emerging Companies & Venture Capital

• Peter Vassiliev — Lead Associate, intellectual Property (IP diligence, if scope is expanded to include technology and IP due diligence in connection with the Series D)

• Wendy Schultz — Working Associate, intellectual Property (IP diligence, if scope is expanded)

Each member of the proposed engagement team was individually contacted and confirmed that he or she has no personal relationship, financial interest, or other circumstance that would give rise to a conflict of interest or impair the team's ability to provide competent and diligent representation to Skybridge in connection with the Proposed Transaction.

III. Parties and Entities Searched

The following is a comprehensive description of each party, entity, and individual searched in connection with the conflicts clearance process. The search was run against the Firm's central conflicts management system (Glenrock Health ITCONFLICTS), which contains records of all current and former client representations, adverse parties, co-parties, other involved parties, and related entities dating back to the Firm's founding. Supplemental searches were conducted using the Firm's billing and matter management system (Halcyon Data Systems) and the lateral hire conflicts screening database. The searches were performed on November 1–2, 2023, with follow-up verification completed on November 3, 2023.

A. Skybridge Fintech Ltd. (Prospective Client)

• Full Legal Name: Skybridge Fintech Ltd.

• Short Names / Alternate Designations: Skybridge, SBF

• Entity Type: Delaware corporation (C-corporation)

• Principal Address: 1400 Market Street, Suite 2200, Wilmington, DE 19801

• Searched Names and Variants: "Skybridge Fintech," "Skybridge Fintech Ltd," "Skybridge Fintech Ltd.," "Skybridge," "SBF," "Sky Bridge," and each officer/founder name individually: "Arjun Mehta," "Elena Vasquez," "David Lindstrom," "Priya Ramanathan," and "Marcus Tillman."

• Results: No current or prior representations of Skybridge Fintech Ltd. or any of its principals were identified in the Firm's conflicts database. No current or former matter was returned for any searched name or variant. The Firm has not previously represented, been adverse to, or been otherwise involved with Skybridge or any of its officers, directors, founders, or key personnel in any capacity. Skybridge is a new prospective client for the Firm.

B. Ridgeline Ventures Fund IV, L.P. (Lead Investor)

• Full Legal Name: Ridgeline Ventures Fund IV, L.P.

• Short Name: Ridgeline

• Entity Type: Delaware limited partnership

• General Partner: Ridgeline Ventures Management IV, LLC (a Delaware limited liability company)

• Principal Address: 800 Boylston Street, 34th Floor, Boston, MA 02199

• Key Individuals Searched: Catherine "Kate" Drummond (Managing Partner of Ridgeline Ventures), Samuel Okonkwo (Partner, designated Deal Lead for the Skybridge Bridge Financing)

• Affiliated Entities Searched: Ridgeline Ventures Fund III, L.P. ("Ridgeline III"), which is an existing stockholder of Skybridge from the Series C preferred equity round; Ridgeline Ventures Management IV, LLC (the general partner entity of Fund IV); Ridgeline Ventures Management III, LLC (the general partner entity of Ridgeline III); and "Ridgeline Ventures" generally as an umbrella search.

• Results: The search returned one historical matter involving a Ridgeline-affiliated entity. Specifically, the Firm provided advice to Ridgeline Ventures Fund II, L.P. ("Ridgeline II") in 2019 in connection with an unrelated regulatory inquiry concerning the fund's compliance with Investment Advisers Act reporting requirements (Matter No. 1009-00001, Responsible Partner: James Harrington, closed March 2020). That matter involved a discrete regulatory compliance question unrelated to any venture financing transaction, unrelated to Skybridge or any party in the Proposed Transaction, and resulted in no adverse outcome. James Harrington has since retired from the Firm. No current representation of any Ridgeline-affiliated entity is open or pending. The 2019 engagement does not involve a substantially related matter, and the former client relationship does not give rise to a conflict under Rule 1.9. Furthermore, the Firm's proposed representation of Skybridge as issuer does not involve taking a position materially adverse to Ridgeline II; the subject matter of the prior engagement (regulatory compliance under the Investment Advisers Act) bears no substantive relationship to a convertible note bridge financing. No disqualifying conflict exists with respect to any Ridgeline-affiliated entity. The Firm is not currently representing and will not be representing any Ridgeline entity in the Proposed Transaction.

C. Beacon Hill Capital Partners, LLC (Co-Investor)

• Full Legal Name: Beacon Hill Capital Partners, LLC

• Short Name: Beacon Hill

• Entity Type: Delaware limited liability company

• Principal Address: 222 West Adams Street, Suite 3400, Chicago, IL 60606

• Key Individual Searched: Joanna Falkner, Managing Director (designated Deal Lead for Beacon Hill's participation in the Bridge Financing)

• Background: Beacon Hill Capital Partners, LLC is a late-stage crossover fund with approximately $3.2 billion in assets under management. Beacon Hill is an existing investor in Skybridge, having participated in the Company's Series C preferred equity financing. Beacon Hill is expected to participate in the Bridge Financing as a co-investor alongside Ridgeline.

• Searched Names and Variants: "Beacon Hill Capital Partners," "Beacon Hill Capital," "Beacon Hill," "BHCP," and "Joanna Falkner."

• Results: No current or prior representations of Beacon Hill Capital Partners, LLC, or any entity using the "Beacon Hill Capital" name, were identified in the Firm's conflicts database. No matter was returned for Joanna Falkner. The Firm has not previously represented, been adverse to, or been otherwise involved with Beacon Hill or any of its principals in any capacity. No conflict exists with respect to Beacon Hill.

D. Northstar Innovation Fund II, L.P. (New Investor)

• Full Legal Name: Northstar Innovation Fund II, L.P.

• Short Name: Northstar

• Entity Type: Delaware limited partnership

• General Partner: Northstar Innovation GP II, LLC (a Delaware limited liability company)

• Principal Address: 555 California Street, Suite 4100, San Francisco, CA 94104

• Key Individual Searched: Wei-Lin Chang, Managing Partner

• Background: Northstar Innovation Fund II, L.P. is a new investor to Skybridge and has not previously held equity or debt securities of the Company. Northstar manages approximately $900 million in assets under management and focuses on growth-stage technology investments.

• Searched Names and Variants: "Northstar Innovation Fund," "Northstar Innovation Fund II," "Northstar Innovation," "Northstar," "NSTAR," "Northstar Innovation GP II," and "Wei-Lin Chang."

• Results: No current or prior representations of Northstar Innovation Fund II, L.P., its general partner entity, or Wei-Lin Chang were identified in the Firm's conflicts database. No matter was returned for any variant of the Northstar name. The Firm has not previously represented, been adverse to, or been otherwise involved with Northstar or any of its principals in any capacity. No conflict exists with respect to Northstar.

E. Halcyon Growth Equity, L.P. (Existing Investor)

• Full Legal Name: Halcyon Growth Equity, L.P.

• Short Name: Halcyon

• Entity Type: Delaware limited partnership

• General Partner: Halcyon Growth Management, LLC (a Delaware limited liability company)

• Principal Address: 1201 Third Avenue, Suite 5600, Seattle, WA 98101

• Key Individual Searched: Robert "Rob" Castillo, Partner (designated Deal Lead for Halcyon's participation in the Bridge Financing)

• Background: Halcyon Growth Equity, L.P. served as the lead investor in Skybridge's Series B preferred equity financing and holds a board observer seat. Halcyon manages approximately $2.1 billion in assets under management and invests in growth-stage software and fintech companies.

• Searched Names and Variants: "Halcyon Growth Equity," "Halcyon Growth," "Halcyon," "HGE," "Halcyon Growth Management," and "Robert Castillo," "Rob Castillo."

• Results: No current or prior representations of Halcyon Growth Equity, L.P., its general partner entity, or Robert Castillo were identified in the Firm's conflicts database. No matter was returned for any variant of the Halcyon name. The Firm has not previously represented, been adverse to, or been otherwise involved with Halcyon or any of its principals in any capacity. No conflict exists with respect to Halcyon.

F. Kelvantis Lending Corp. (Existing Lender / Consent Party)

• Full Legal Name: Kelvantis Lending Corp.

• Entity Type: Delaware corporation

• Principal Address: 350 Park Avenue, 18th Floor, New York, NY 10022

• Key Individual Searched: Theodore "Ted" Marsh, Relationship Manager (Skybridge account)

• Role in the Proposed Transaction: Kelvantis Lending Corp. is the holder of Skybridge's existing $15,000,000 venture debt facility, which was extended pursuant to a Loan and Security Agreement dated as of August 15, 2022, by and between Skybridge, as borrower, and Kelvantis, as lender (the "Existing Credit Facility"). The Existing Credit Facility contains negative covenants that restrict the Company's ability to incur additional indebtedness without the prior written consent of Kelvantis. Accordingly, the issuance of the convertible promissory notes contemplated by the Bridge Financing will require that Skybridge obtain a consent or waiver from Kelvantis (the "Lender Consent"). In connection with the Proposed Transaction, the Firm will be acting on behalf of Skybridge in requesting and negotiating the terms of such Lender Consent with Kelvantis and its counsel. This activity places the Firm in a position that is, to a limited extent, adverse to Kelvantis's interests insofar as the Firm will be advocating for terms favorable to Skybridge in the consent process.

• Searched Names and Variants: "Kelvantis Lending Corp," "Kelvantis Lending," "Kelvantis," "ILC," and "Theodore Marsh," "Ted Marsh."

• Results: No current or prior representations of Kelvantis Lending Corp. or Theodore Marsh were identified in the Firm's conflicts database. No open or closed matter was returned for any variant of the Kelvantis name. The Firm has not previously represented, been adverse to, or been otherwise involved with Kelvantis or any of its principals in any capacity. Because Kelvantis is not a current or former client of the Firm, and because the Firm's role in seeking the Lender Consent is undertaken solely on behalf of its client, Skybridge, no conflict of interest exists. The Firm will, of course, be mindful that it does not owe any duty of representation to Kelvantis in connection with the consent process, and all communications with Kelvantis should be conducted on the express understanding that the Firm acts solely on behalf of Skybridge. This observation is addressed further in Section V below.

G. Additional Parties / Affiliated Entities Searched

The following additional parties and affiliated entities were searched in the Firm's conflicts database in connection with the clearance process:

Crestpoint Seed Partners, L.P. — Skybridge's Series A lead investor. The Firm searched "Crestpoint Seed Partners," "Crestpoint Seed," and "Crestpoint." No current or prior Firm representation of Crestpoint or any entity bearing the Crestpoint name was identified. No conflict exists.

Whitfield, Pratt & Soo LLP — Law firm retained by Ridgeline Ventures and the investor syndicate as investor counsel in the Proposed Transaction. Lead partner: Graham Whitfield. Associate: Danielle Kwon. The Firm searched "Whitfield, Pratt & Soo," "Whitfield Pratt," "Graham Whitfield," and "Danielle Kwon" as opposing counsel. No conflict was identified. It is customary in venture financing transactions for company counsel and investor counsel to represent opposing sides, and the presence of Whitfield, Pratt & Soo LLP as investor counsel does not raise conflict concerns for the Firm.

Pinnacle Audit Group LLP — Skybridge's independent auditor. Engagement Partner: Lisa Johannsen. Principal Address: 71 South Wacker Drive, Suite 1800, Chicago, IL 60606. The Firm searched "Pinnacle Audit Group," "Pinnacle Audit," "Pinnacle," and "Lisa Johannsen." No current or prior Firm representation was identified. No conflict exists.

Atlas Valuation Services, Inc. — Provider of Section 409A valuation services to Skybridge. Contact: Martin Khoury. Principal Address: 2300 Clarendon Blvd., Suite 400, Arlington, VA 22201. The Firm searched "Atlas Valuation Services," "Atlas Valuation," and "Martin Khoury." No current or prior Firm representation was identified. No conflict exists.

Granite Trust Company, N.A. — Proposed escrow agent for the Bridge Financing, if an escrow arrangement is utilized. Contact: Angela Petrov. Principal Address: 100 Summer Street, Boston, MA 02110. The Firm searched "Granite Trust Company," "Granite Trust," and "Angela Petrov." No current or prior Firm representation was identified. No conflict exists.

IV. Analysis of Potential Conflicts

A. Applicable Rules of Professional Conduct

The conflicts analysis set forth in this memorandum is governed by the New York Rules of Professional Conduct ("NY RPC"), as adopted by the Appellate Division of the Supreme Court of the State of New York, effective April 1, 2009, as amended. The following rules are principally relevant:

Rule 1.7 (Conflict of Interest: Current Clients) — A lawyer shall not represent a client if a reasonable lawyer would conclude that (i) the representation will involve the lawyer in representing differing interests, or (ii) there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. A concurrent conflict may be waived by informed consent, confirmed in writing, under the conditions specified in Rule 1.7(b).

Rule 1.9 (Duties to Former Clients) — A lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing.

Rule 1.10 (Imputation of Conflicts of Interest) — While lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9, unless the prohibition is based on a personal interest of the disqualified lawyer and does not present a significant risk of materially limiting the representation of the client by the remaining lawyers in the firm.

In addition, the Firm's internal conflicts clearance policies require consideration of positional conflicts, issue conflicts, and business relationship or personal interest considerations that, while not necessarily rising to the level of a disqualifying conflict under the NY RPC, may nonetheless warrant disclosure, discussion, or enhanced ethical screens.

For the avoidance of doubt, the Firm represents only Skybridge (the issuer) in the Proposed Transaction. The Firm does not represent any of the Investors, Kelvantis Lending Corp., or any other counterparty or transaction participant. The engagement letter will expressly reflect this limitation on the scope of the representation.

B. Concurrent Conflict Analysis (Rule 1.7)

Under Rule 1.7, a concurrent conflict of interest exists if the representation of a client will be directly adverse to another current client or if there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client, or a third person, or by a personal interest of the lawyer.

The conflicts search confirms that none of the Investors in the Bridge Financing — Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., or Halcyon Growth Equity, L.P. — is a current client of the Firm in any matter. Kelvantis Lending Corp., the existing lender from whom a consent/waiver must be obtained, is likewise not a current client of the Firm. Whitfield, Pratt & Soo LLP, investor counsel, is not a current client. No other transaction participant — including Pinnacle Audit Group LLP, Atlas Valuation Services, Inc., and Granite Trust Company, N.A. — is a current client of the Firm.

Were any of these parties a current client, additional analysis would be required to determine whether the Firm's representation of Skybridge in an issuer-side convertible note financing, where the investors or other counterparties are on the other side of the transaction, would constitute "direct adversity" or give rise to a material limitation under Rule 1.7. Representation of an issuer in a venture financing is not typically regarded as the type of zero-sum adversarial proceeding that categorically triggers the direct-adversity prohibition, but it does involve the negotiation of economic and governance terms — including valuation caps, conversion discounts, interest rates, most-favored-nation provisions, information rights, and subordination mechanics — on which the interests of the issuer and the investors may diverge. This analysis is academic in the present case, as no concurrent client relationship exists with any counterparty.

Conclusion: No concurrent conflict of interest under Rule 1.7 has been identified.

C. Former Client Conflict Analysis (Rule 1.9)

Under Rule 1.9, a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing.

As noted in Section III.B above, the Firm previously represented Ridgeline Ventures Fund II, L.P. in a discrete regulatory compliance matter in 2019 (Matter No. 1009-00001). That representation has been closed since March 2020. The prior matter involved advice on Investment Advisers Act reporting obligations and bore no substantive relationship to venture financing transactions generally or to the Proposed Transaction specifically. The matter did not involve Skybridge, any of the other Investors, or any of the same legal or factual issues that will arise in the Bridge Financing. Ridgeline Ventures Fund II, L.P. is a distinct legal entity from Ridgeline Ventures Fund IV, L.P. (the entity participating in the Bridge Financing), although both entities are managed by affiliated general partner entities under the Ridgeline Ventures platform.

Even assuming, arguendo, that Ridgeline Ventures Fund II, L.P. could be treated as the same "former client" as Ridgeline Ventures Fund IV, L.P. for purposes of the Rule 1.9 analysis (a conservative assumption given the affiliated nature of the entities), the "substantially related" prong is not satisfied. The 2019 regulatory compliance matter and the 2023 convertible note bridge financing do not share common issues of law or fact, and no confidential information obtained during the prior engagement could reasonably be used to the disadvantage of Ridgeline II or any affiliated Ridgeline entity in the current matter. No former client conflict exists.

No other former client relationships with any of the searched parties were identified in the Firm's conflicts database.

Conclusion: No former client conflict under Rule 1.9 has been identified.

D. Positional / Issue Conflicts

A positional or issue conflict may arise when a lawyer takes a legal position on behalf of one client that is directly contrary to a legal position taken on behalf of another client in a different matter, particularly where the matters are pending in the same jurisdiction or before the same tribunal. Such conflicts are less common in transactional practice but may arise where, for example, a firm advocates for a particular interpretation of a statutory or regulatory provision on behalf of one client while taking the opposite position on behalf of another.

The conflicts search and the review of the Firm's active matter docket did not reveal any positional or issue conflict. The Firm is not currently advising any client on a matter in which the Firm would be required to take a legal position materially inconsistent with the positions it will take on behalf of Skybridge in the Bridge Financing.

Conclusion: No positional or issue conflict has been identified.

E. Business Relationship / Personal Interest Considerations

Pursuant to the Firm's internal conflicts clearance policies, each member of the proposed engagement team was asked to confirm whether he or she: (i) holds any equity interest, debt instrument, option, warrant, or other financial interest in Skybridge or any of the Investor funds; (ii) has any family member, spouse, or domestic partner who is an officer, director, employee, or investor in Skybridge or any of the Investor funds; (iii) has any personal relationship with any officer, director, or key individual at any party to the Proposed Transaction that could impair the attorney's independent professional judgment; or (iv) has any other business, financial, or personal interest that could give rise to a conflict or the appearance of a conflict.

Each member of the proposed engagement team — Victoria Chambers, Howard Quinn, Leonard Ashford, Nina Reyes, Peter Vassiliev, and Wendy Schultz — confirmed in writing that no such interest, relationship, or circumstance exists.

Conclusion: No business relationship or personal interest conflict has been identified.

V. Observations and Conditions

While no disqualifying conflict of interest has been identified, the following observations and conditions are noted for the engagement team's awareness and guidance:

1. Kelvantis Lending Corp. — Consent/Waiver Communications. Kelvantis Lending Corp. is not a client of the Firm but is a party from whom a consent or waiver must be obtained in order to permit Skybridge to issue the subordinated convertible promissory notes contemplated by the Bridge Financing without violating the negative covenants in the Existing Credit Facility. In negotiating and obtaining the Lender Consent, the Firm will be acting solely on behalf of Skybridge and will be advocating for terms that serve Skybridge's interests. The engagement team should be mindful at all times that the Firm owes no duty of representation to Kelvantis and should take care to ensure that all communications with Kelvantis and its counsel are conducted in a manner that makes clear the Firm's role as counsel to Skybridge. The Firm should not provide legal advice to Kelvantis, should not undertake to explain to Kelvantis the legal implications of the consent for Kelvantis's own interests, and should recommend that Kelvantis consult its own counsel in connection with the consent process.

2. Ridgeline Ventures Fund III, L.P. — Existing Stockholder. Ridgeline Ventures Fund III, L.P., an affiliate of the lead investor (Ridgeline Ventures Fund IV, L.P.), is an existing stockholder of Skybridge from the Company's Series C preferred equity financing. This fact does not create a conflict of interest, because the Firm represents the Company and not any individual stockholder. However, the engagement team should be aware that Ridgeline III's status as an existing stockholder means that certain actions taken by the Company in connection with the Bridge Financing — including the issuance of subordinated debt that may affect the capital structure and the relative rights and preferences of existing preferred stockholders — may implicate the interests of Ridgeline III. The Firm's duty is to the Company, and any advice rendered in connection with the Bridge Financing should be directed to the Company's board of directors, acting through its authorized representatives, and not to any individual stockholder or investor fund.

3. Whitfield, Pratt & Soo LLP — Opposing Counsel. Whitfield, Pratt & Soo LLP represents the investor syndicate as investor counsel in the Proposed Transaction. It is standard and customary in venture financing transactions for the company's counsel and the investors' counsel to negotiate on opposite sides of the transaction. The presence of Whitfield, Pratt & Soo LLP as investor counsel does not raise conflict concerns and is noted here solely for completeness.

4. Engagement Letter — Scope of Representation. It is recommended that the engagement letter for this matter clearly and expressly delineate that Calderwood & Harkness LLP represents only Skybridge Fintech Ltd. and does not represent any individual officer, director, founder, or stockholder of the Company. This limitation is important in light of the fact that certain Company officers and founders — notably, Arjun Mehta and Elena Vasquez — are also likely to be significant common stockholders of the Company whose personal interests may not always be perfectly aligned with the interests of the Company as a corporate entity. The engagement letter should include the Firm's standard provision advising individual officers and directors to seek independent counsel if they believe their personal interests may diverge from those of the Company.

VI. Conclusion and Clearance

Based on the foregoing analysis, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from representing Skybridge Fintech Ltd. in the proposed $60,000,000 convertible promissory note bridge financing.

The matter is cleared for opening under Matter No. 1009-00001.

Victoria Chambers is designated as the Responsible Partner for the matter. Howard Quinn is designated as the Billing Partner for the matter. Clearance is subject to the observations and conditions set forth in Section V above, each of which should be reviewed by the Responsible Partner and the engagement team prior to the commencement of substantive legal work on the matter and the circulation of a draft engagement letter.

This conflict clearance memorandum will be maintained in the Firm's conflicts files in accordance with the Firm's records retention policies. If the scope of the engagement is materially expanded — for example, to include representation of Skybridge in the subsequent Series D preferred equity round — a supplemental conflict check should be conducted at that time.

VII. Signatures

Prepared by:

________________________________________

Leonard Ashford Of Counsel, Emerging Companies & Venture Capital Calderwood & Harkness LLP

Date: November 3, 2023

Reviewed by:

________________________________________

Victoria Chambers Partner, Emerging Companies & Venture Capital (Responsible Partner) Calderwood & Harkness LLP

Date: ________

Approved by:

________________________________________

Howard Quinn Partner, Emerging Companies & Venture Capital (Billing Partner) Calderwood & Harkness LLP

Date: ________

Conflicts Coordinator Confirmation:

________________________________________

Name: ________

Title: Conflicts Coordinator, Office of General Counsel

Calderwood & Harkness LLP

Date: ________

Appendix A: Search Terms and Database Results Summary

The following table sets forth a comprehensive listing of all search terms run in the Firm's central conflicts management system (Glenrock Health ITCONFLICTS) in connection with the conflict check for Matter No. 1009-00001. All searches were conducted on November 1–2, 2023, with verification completed on November 3, 2023.

Note 1 — Ridgeline Hits: Search terms 13–16 returned a single historical matter: Matter No. 1009-00001, involving the representation of Ridgeline Ventures Fund II, L.P. in a regulatory compliance advisory engagement (Investment Advisers Act reporting). Responsible Partner: James Harrington (retired). Matter opened January 2019; matter closed March 2020. No current representation. No substantially related matter. No conflict identified. See Section III.B and Section IV.C of this memorandum for full analysis.

End of Memorandum

No.	Search Term	Category	Date Searched	Database	Result
1	Skybridge Fintech Ltd.	Prospective Client — Entity	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
2	Skybridge Fintech	Prospective Client — Entity (variant)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
3	Skybridge	Prospective Client — Short name	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
4	SBF	Prospective Client — Abbreviation	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
5	Sky Bridge	Prospective Client — Alternate spacing	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
6	Arjun Mehta	Prospective Client — Individual (CEO)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
7	Elena Vasquez	Prospective Client — Individual (CTO)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
8	David Lindstrom	Prospective Client — Individual (CFO)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
9	Priya Ramanathan	Prospective Client — Individual (GC)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
10	Marcus Tillman	Prospective Client — Individual (VP)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
11	Ridgeline Ventures Fund IV, L.P.	Investor — Entity (Lead Investor)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
12	Ridgeline Ventures Fund IV	Investor — Entity (variant)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
13	Ridgeline Ventures	Investor — Short name (umbrella)	11/01/2023	Glenrock Health ITCONFLICTS	Hit — See Note 1
14	Ridgeline	Investor — Short name	11/01/2023	Glenrock Health ITCONFLICTS	Hit — See Note 1
15	Ridgeline Ventures Fund III, L.P.	Investor Affiliate — Entity	11/01/2023	Glenrock Health ITCONFLICTS	Hit — See Note 1
16	Ridgeline Ventures Fund II, L.P.	Investor Affiliate — Entity	11/01/2023	Glenrock Health ITCONFLICTS	Hit — See Note 1
17	Ridgeline Ventures Management IV, LLC	Investor Affiliate — GP Entity	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
18	Ridgeline Ventures Management III, LLC	Investor Affiliate — GP Entity	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
19	Catherine Drummond	Investor — Individual (Managing Partner)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
20	Kate Drummond	Investor — Individual (alternate name)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
21	Samuel Okonkwo	Investor — Individual (Deal Lead)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
22	Beacon Hill Capital Partners, LLC	Co-Investor — Entity	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
23	Beacon Hill Capital Partners	Co-Investor — Entity (variant)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
24	Beacon Hill Capital	Co-Investor — Short name	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits

25	Beacon Hill	Co-Investor — Short name	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
26	BHCP	Co-Investor — Abbreviation	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
27	Joanna Falkner	Co-Investor — Individual (MD)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
28	Northstar Innovation Fund II, L.P.	New Investor — Entity	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
29	Northstar Innovation Fund II	New Investor — Entity (variant)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
30	Northstar Innovation Fund	New Investor — Entity (variant)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
31	Northstar Innovation	New Investor — Short name	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
32	Northstar	New Investor — Short name	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
33	NSTAR	New Investor — Abbreviation	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
34	Northstar Innovation GP II, LLC	New Investor — GP Entity	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
35	Wei-Lin Chang	New Investor — Individual (MP)	11/01/2023	Glenrock Health ITCONFLICTS	Clear — No hits
36	Halcyon Growth Equity, L.P.	Existing Investor — Entity	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
37	Halcyon Growth Equity	Existing Investor — Entity (variant)	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
38	Halcyon Growth	Existing Investor — Short name	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
39	Halcyon	Existing Investor — Short name	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
40	HGE	Existing Investor — Abbreviation	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
41	Halcyon Growth Management, LLC	Existing Investor — GP Entity	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
42	Robert Castillo	Existing Investor — Individual (Partner)	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
43	Rob Castillo	Existing Investor — Individual (alternate name)	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
44	Kelvantis Lending Corp.	Existing Lender — Entity	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
45	Kelvantis Lending Corp	Existing Lender — Entity (variant)	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
46	Kelvantis Lending	Existing Lender — Short name	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
47	Kelvantis	Existing Lender — Short name	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
48	ILC	Existing Lender — Abbreviation	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
49	Theodore Marsh	Existing Lender — Individual (RM)	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits

50	Ted Marsh	Existing Lender — Individual (alternate name)	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
51	Crestpoint Seed Partners, L.P.	Series A Investor — Entity	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
52	Crestpoint Seed Partners	Series A Investor — Entity (variant)	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
53	Crestpoint Seed	Series A Investor — Short name	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
54	Crestpoint	Series A Investor — Short name	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
55	Whitfield, Pratt & Soo LLP	Opposing Counsel — Firm	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
56	Whitfield Pratt	Opposing Counsel — Firm (variant)	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
57	Graham Whitfield	Opposing Counsel — Individual (Partner)	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
58	Danielle Kwon	Opposing Counsel — Individual (Associate)	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
59	Pinnacle Audit Group LLP	Auditor — Entity	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
60	Pinnacle Audit Group	Auditor — Entity (variant)	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
61	Pinnacle Audit	Auditor — Short name	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
62	Lisa Johannsen	Auditor — Individual (Engagement Partner)	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
63	Atlas Valuation Services, Inc.	409A Valuation Provider — Entity	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
64	Atlas Valuation Services	409A Valuation Provider — Entity (variant)	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
65	Atlas Valuation	409A Valuation Provider — Short name	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
66	Martin Khoury	409A Valuation Provider — Individual	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
67	Granite Trust Company, N.A.	Escrow Agent — Entity	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
68	Granite Trust Company	Escrow Agent — Entity (variant)	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
69	Granite Trust	Escrow Agent — Short name	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits
70	Angela Petrov	Escrow Agent — Individual	11/02/2023	Glenrock Health ITCONFLICTS	Clear — No hits

MEMORANDUM
PRIVILEGED & CONFIDENTIAL / ATTORNEY WORK PRODUCT
To: Victoria Chambers, Responsible Partner Howard Quinn, Billing Partner
From: Leonard Ashford, Of Counsel, Emerging Companies & Venture Capital
Date: November 3, 2023
Re: Conflict Check — Proposed Representation of Skybridge Fintech Ltd. in $60,000,000 Convertible Note Bridge Financing
Matter No.: 1009-00001
I. Purpose and Summary of Conclusions
This memorandum documents the results of the conflicts clearance process conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm"), 600 Lexington Avenue, New York, NY 10022, as counsel to Skybridge Fintech Ltd. ("Skybridge" or the "Company") in a proposed $60,000,000 convertible promissory note bridge financing (the "Proposed Transaction"). The purpose of this memorandum is to identify, analyze, and resolve any actual or potential conflicts of interest that may arise from the Firm's representation of Skybridge in the Proposed Transaction, in accordance with the Firm's internal conflict clearance policies and procedures and the applicable Rules of Professional Conduct.
The conflict check was initiated on November 1, 2023, upon receipt of a preliminary engagement inquiry from Priya Ramanathan, General Counsel of Skybridge, and was completed on November 3, 2023. The search was conducted using the Firm's centralized conflicts management system (Glenrock Health ITCONFLICTS), supplemented by a review of the Firm's billing and matter management records, lateral hire screening files, and informal inquiries directed to relevant practice group leaders and the proposed engagement team.
Summary Conclusion: No disqualifying conflicts of interest were identified. No current client, former client, or other relationship of the Firm presents a concurrent conflict under Rule 1.7, a former client conflict under Rule 1.9, or any other conflict that would preclude the Firm from undertaking the proposed representation. The Firm is cleared to proceed with the engagement, subject to the observations and conditions noted in Section V below. Those observations are precautionary in nature and do not rise to the level of a conflict requiring client consent or a formal waiver.
II. Description of the Proposed Matter
Client
Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware (C-corporation), Employer Identification Number 83-2147605, Delaware Division of Corporations File Number 6384291, with its principal place of business located at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801. Skybridge was incorporated in Delaware in 2017 and maintains additional offices in New York, New York and San Francisco, California.
Nature of the Matter
The Firm has been asked to represent Skybridge as the issuer in a $60,000,000 convertible promissory note bridge financing (the "Bridge Financing") to be completed in advance of a planned Series D preferred equity financing round anticipated for the second quarter of 2024. The Bridge Financing involves the issuance by Skybridge of convertible promissory notes (the "Notes") to a syndicate of existing and new investors (collectively, the "Investors"). The Notes will bear interest at a rate of 6.00% per annum (600 basis points), compounding on a basis to be determined, and are expected to convert into shares of the Company's Series D Preferred Stock upon the closing of a qualified financing event, subject to negotiated discount and valuation cap mechanics. The anticipated scope of the Firm's engagement includes drafting and negotiating the note purchase agreement, the form of convertible promissory note, board and stockholder consent resolutions, any amendments or waivers required under the Company's existing venture debt facility, updated disclosure schedules, and related ancillary documentation.
Industry
Skybridge operates in the financial technology ("fintech") and Software-as-a-Service ("SaaS") sectors. The Company's primary product is a cloud-based payments orchestration and embedded lending platform that enables enterprise clients to integrate multi-rail payment processing and point-of-sale credit products into their existing software ecosystems. The Company serves customers in the e-commerce, point-of-sale, and B2B payments verticals and is subject to regulatory oversight by federal and state financial services regulators, including with respect to money transmission and consumer lending compliance.
Key Company Personnel
The following individuals are officers, founders, or key personnel of Skybridge who are expected to be involved in the Proposed Transaction and whose names were included in the conflict search:
•  Arjun Mehta — Chief Executive Officer & Co-Founder
•  Elena Vasquez — Chief Technology Officer & Co-Founder
•  David Lindstrom — Chief Financial Officer
•  Priya Ramanathan — General Counsel
•  Marcus Tillman — Vice President, Corporate Development
Proposed C&H Engagement Team
The following attorneys have been identified as the proposed engagement team for this matter:
•  Victoria Chambers — Partner, Emerging Companies & Venture Capital (Responsible Partner)
•  Howard Quinn — Partner, Emerging Companies & Venture Capital (Billing Partner)
•  Leonard Ashford — Of Counsel, Emerging Companies & Venture Capital (Substantive Corporate Lead)
•  Nina Reyes — Senior Associate, Emerging Companies & Venture Capital
•  Peter Vassiliev — Lead Associate, intellectual Property (IP diligence, if scope is expanded to include technology and IP due diligence in connection with the Series D)
•  Wendy Schultz — Working Associate, intellectual Property (IP diligence, if scope is expanded)
Each member of the proposed engagement team was individually contacted and confirmed that he or she has no personal relationship, financial interest, or other circumstance that would give rise to a conflict of interest or impair the team's ability to provide competent and diligent representation to Skybridge in connection with the Proposed Transaction.
III. Parties and Entities Searched
The following is a comprehensive description of each party, entity, and individual searched in connection with the conflicts clearance process. The search was run against the Firm's central conflicts management system (Glenrock Health ITCONFLICTS), which contains records of all current and former client representations, adverse parties, co-parties, other involved parties, and related entities dating back to the Firm's founding. Supplemental searches were conducted using the Firm's billing and matter management system (Halcyon Data Systems) and the lateral hire conflicts screening database. The searches were performed on November 1–2, 2023, with follow-up verification completed on November 3, 2023.
A. Skybridge Fintech Ltd. (Prospective Client)
•  Full Legal Name: Skybridge Fintech Ltd.
•  Short Names / Alternate Designations: Skybridge, SBF
•  Entity Type: Delaware corporation (C-corporation)
•  Principal Address: 1400 Market Street, Suite 2200, Wilmington, DE 19801
•  Searched Names and Variants: "Skybridge Fintech," "Skybridge Fintech Ltd," "Skybridge Fintech Ltd.," "Skybridge," "SBF," "Sky Bridge," and each officer/founder name individually: "Arjun Mehta," "Elena Vasquez," "David Lindstrom," "Priya Ramanathan," and "Marcus Tillman."
•  Results: No current or prior representations of Skybridge Fintech Ltd. or any of its principals were identified in the Firm's conflicts database. No current or former matter was returned for any searched name or variant. The Firm has not previously represented, been adverse to, or been otherwise involved with Skybridge or any of its officers, directors, founders, or key personnel in any capacity. Skybridge is a new prospective client for the Firm.
B. Ridgeline Ventures Fund IV, L.P. (Lead Investor)
•  Full Legal Name: Ridgeline Ventures Fund IV, L.P.
•  Short Name: Ridgeline
•  Entity Type: Delaware limited partnership
•  General Partner: Ridgeline Ventures Management IV, LLC (a Delaware limited liability company)
•  Principal Address: 800 Boylston Street, 34th Floor, Boston, MA 02199
•  Key Individuals Searched: Catherine "Kate" Drummond (Managing Partner of Ridgeline Ventures), Samuel Okonkwo (Partner, designated Deal Lead for the Skybridge Bridge Financing)
•  Affiliated Entities Searched: Ridgeline Ventures Fund III, L.P. ("Ridgeline III"), which is an existing stockholder of Skybridge from the Series C preferred equity round; Ridgeline Ventures Management IV, LLC (the general partner entity of Fund IV); Ridgeline Ventures Management III, LLC (the general partner entity of Ridgeline III); and "Ridgeline Ventures" generally as an umbrella search.
•  Results: The search returned one historical matter involving a Ridgeline-affiliated entity. Specifically, the Firm provided advice to Ridgeline Ventures Fund II, L.P. ("Ridgeline II") in 2019 in connection with an unrelated regulatory inquiry concerning the fund's compliance with Investment Advisers Act reporting requirements (Matter No. 1009-00001, Responsible Partner: James Harrington, closed March 2020). That matter involved a discrete regulatory compliance question unrelated to any venture financing transaction, unrelated to Skybridge or any party in the Proposed Transaction, and resulted in no adverse outcome. James Harrington has since retired from the Firm. No current representation of any Ridgeline-affiliated entity is open or pending. The 2019 engagement does not involve a substantially related matter, and the former client relationship does not give rise to a conflict under Rule 1.9. Furthermore, the Firm's proposed representation of Skybridge as issuer does not involve taking a position materially adverse to Ridgeline II; the subject matter of the prior engagement (regulatory compliance under the Investment Advisers Act) bears no substantive relationship to a convertible note bridge financing. No disqualifying conflict exists with respect to any Ridgeline-affiliated entity. The Firm is not currently representing and will not be representing any Ridgeline entity in the Proposed Transaction.
C. Beacon Hill Capital Partners, LLC (Co-Investor)
•  Full Legal Name: Beacon Hill Capital Partners, LLC
•  Short Name: Beacon Hill
•  Entity Type: Delaware limited liability company
•  Principal Address: 222 West Adams Street, Suite 3400, Chicago, IL 60606
•  Key Individual Searched: Joanna Falkner, Managing Director (designated Deal Lead for Beacon Hill's participation in the Bridge Financing)
•  Background: Beacon Hill Capital Partners, LLC is a late-stage crossover fund with approximately $3.2 billion in assets under management. Beacon Hill is an existing investor in Skybridge, having participated in the Company's Series C preferred equity financing. Beacon Hill is expected to participate in the Bridge Financing as a co-investor alongside Ridgeline.
•  Searched Names and Variants: "Beacon Hill Capital Partners," "Beacon Hill Capital," "Beacon Hill," "BHCP," and "Joanna Falkner."
•  Results: No current or prior representations of Beacon Hill Capital Partners, LLC, or any entity using the "Beacon Hill Capital" name, were identified in the Firm's conflicts database. No matter was returned for Joanna Falkner. The Firm has not previously represented, been adverse to, or been otherwise involved with Beacon Hill or any of its principals in any capacity. No conflict exists with respect to Beacon Hill.
D. Northstar Innovation Fund II, L.P. (New Investor)
•  Full Legal Name: Northstar Innovation Fund II, L.P.
•  Short Name: Northstar
•  Entity Type: Delaware limited partnership
•  General Partner: Northstar Innovation GP II, LLC (a Delaware limited liability company)
•  Principal Address: 555 California Street, Suite 4100, San Francisco, CA 94104
•  Key Individual Searched: Wei-Lin Chang, Managing Partner
•  Background: Northstar Innovation Fund II, L.P. is a new investor to Skybridge and has not previously held equity or debt securities of the Company. Northstar manages approximately $900 million in assets under management and focuses on growth-stage technology investments.
•  Searched Names and Variants: "Northstar Innovation Fund," "Northstar Innovation Fund II," "Northstar Innovation," "Northstar," "NSTAR," "Northstar Innovation GP II," and "Wei-Lin Chang."
•  Results: No current or prior representations of Northstar Innovation Fund II, L.P., its general partner entity, or Wei-Lin Chang were identified in the Firm's conflicts database. No matter was returned for any variant of the Northstar name. The Firm has not previously represented, been adverse to, or been otherwise involved with Northstar or any of its principals in any capacity. No conflict exists with respect to Northstar.
E. Halcyon Growth Equity, L.P. (Existing Investor)
•  Full Legal Name: Halcyon Growth Equity, L.P.
•  Short Name: Halcyon
•  Entity Type: Delaware limited partnership
•  General Partner: Halcyon Growth Management, LLC (a Delaware limited liability company)
•  Principal Address: 1201 Third Avenue, Suite 5600, Seattle, WA 98101
•  Key Individual Searched: Robert "Rob" Castillo, Partner (designated Deal Lead for Halcyon's participation in the Bridge Financing)
•  Background: Halcyon Growth Equity, L.P. served as the lead investor in Skybridge's Series B preferred equity financing and holds a board observer seat. Halcyon manages approximately $2.1 billion in assets under management and invests in growth-stage software and fintech companies.
•  Searched Names and Variants: "Halcyon Growth Equity," "Halcyon Growth," "Halcyon," "HGE," "Halcyon Growth Management," and "Robert Castillo," "Rob Castillo."
•  Results: No current or prior representations of Halcyon Growth Equity, L.P., its general partner entity, or Robert Castillo were identified in the Firm's conflicts database. No matter was returned for any variant of the Halcyon name. The Firm has not previously represented, been adverse to, or been otherwise involved with Halcyon or any of its principals in any capacity. No conflict exists with respect to Halcyon.
F. Kelvantis Lending Corp. (Existing Lender / Consent Party)
•  Full Legal Name: Kelvantis Lending Corp.
•  Entity Type: Delaware corporation
•  Principal Address: 350 Park Avenue, 18th Floor, New York, NY 10022
•  Key Individual Searched: Theodore "Ted" Marsh, Relationship Manager (Skybridge account)
•  Role in the Proposed Transaction: Kelvantis Lending Corp. is the holder of Skybridge's existing $15,000,000 venture debt facility, which was extended pursuant to a Loan and Security Agreement dated as of August 15, 2022, by and between Skybridge, as borrower, and Kelvantis, as lender (the "Existing Credit Facility"). The Existing Credit Facility contains negative covenants that restrict the Company's ability to incur additional indebtedness without the prior written consent of Kelvantis. Accordingly, the issuance of the convertible promissory notes contemplated by the Bridge Financing will require that Skybridge obtain a consent or waiver from Kelvantis (the "Lender Consent"). In connection with the Proposed Transaction, the Firm will be acting on behalf of Skybridge in requesting and negotiating the terms of such Lender Consent with Kelvantis and its counsel. This activity places the Firm in a position that is, to a limited extent, adverse to Kelvantis's interests insofar as the Firm will be advocating for terms favorable to Skybridge in the consent process.
•  Searched Names and Variants: "Kelvantis Lending Corp," "Kelvantis Lending," "Kelvantis," "ILC," and "Theodore Marsh," "Ted Marsh."
•  Results: No current or prior representations of Kelvantis Lending Corp. or Theodore Marsh were identified in the Firm's conflicts database. No open or closed matter was returned for any variant of the Kelvantis name. The Firm has not previously represented, been adverse to, or been otherwise involved with Kelvantis or any of its principals in any capacity. Because Kelvantis is not a current or former client of the Firm, and because the Firm's role in seeking the Lender Consent is undertaken solely on behalf of its client, Skybridge, no conflict of interest exists. The Firm will, of course, be mindful that it does not owe any duty of representation to Kelvantis in connection with the consent process, and all communications with Kelvantis should be conducted on the express understanding that the Firm acts solely on behalf of Skybridge. This observation is addressed further in Section V below.
G. Additional Parties / Affiliated Entities Searched
The following additional parties and affiliated entities were searched in the Firm's conflicts database in connection with the clearance process:
Crestpoint Seed Partners, L.P. — Skybridge's Series A lead investor. The Firm searched "Crestpoint Seed Partners," "Crestpoint Seed," and "Crestpoint." No current or prior Firm representation of Crestpoint or any entity bearing the Crestpoint name was identified. No conflict exists.
Whitfield, Pratt & Soo LLP — Law firm retained by Ridgeline Ventures and the investor syndicate as investor counsel in the Proposed Transaction. Lead partner: Graham Whitfield. Associate: Danielle Kwon. The Firm searched "Whitfield, Pratt & Soo," "Whitfield Pratt," "Graham Whitfield," and "Danielle Kwon" as opposing counsel. No conflict was identified. It is customary in venture financing transactions for company counsel and investor counsel to represent opposing sides, and the presence of Whitfield, Pratt & Soo LLP as investor counsel does not raise conflict concerns for the Firm.
Pinnacle Audit Group LLP — Skybridge's independent auditor. Engagement Partner: Lisa Johannsen. Principal Address: 71 South Wacker Drive, Suite 1800, Chicago, IL 60606. The Firm searched "Pinnacle Audit Group," "Pinnacle Audit," "Pinnacle," and "Lisa Johannsen." No current or prior Firm representation was identified. No conflict exists.
Atlas Valuation Services, Inc. — Provider of Section 409A valuation services to Skybridge. Contact: Martin Khoury. Principal Address: 2300 Clarendon Blvd., Suite 400, Arlington, VA 22201. The Firm searched "Atlas Valuation Services," "Atlas Valuation," and "Martin Khoury." No current or prior Firm representation was identified. No conflict exists.
Granite Trust Company, N.A. — Proposed escrow agent for the Bridge Financing, if an escrow arrangement is utilized. Contact: Angela Petrov. Principal Address: 100 Summer Street, Boston, MA 02110. The Firm searched "Granite Trust Company," "Granite Trust," and "Angela Petrov." No current or prior Firm representation was identified. No conflict exists.
IV. Analysis of Potential Conflicts
A. Applicable Rules of Professional Conduct
The conflicts analysis set forth in this memorandum is governed by the New York Rules of Professional Conduct ("NY RPC"), as adopted by the Appellate Division of the Supreme Court of the State of New York, effective April 1, 2009, as amended. The following rules are principally relevant:
Rule 1.7 (Conflict of Interest: Current Clients) — A lawyer shall not represent a client if a reasonable lawyer would conclude that (i) the representation will involve the lawyer in representing differing interests, or (ii) there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. A concurrent conflict may be waived by informed consent, confirmed in writing, under the conditions specified in Rule 1.7(b).
Rule 1.9 (Duties to Former Clients) — A lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing.
Rule 1.10 (Imputation of Conflicts of Interest) — While lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9, unless the prohibition is based on a personal interest of the disqualified lawyer and does not present a significant risk of materially limiting the representation of the client by the remaining lawyers in the firm.
In addition, the Firm's internal conflicts clearance policies require consideration of positional conflicts, issue conflicts, and business relationship or personal interest considerations that, while not necessarily rising to the level of a disqualifying conflict under the NY RPC, may nonetheless warrant disclosure, discussion, or enhanced ethical screens.
For the avoidance of doubt, the Firm represents only Skybridge (the issuer) in the Proposed Transaction. The Firm does not represent any of the Investors, Kelvantis Lending Corp., or any other counterparty or transaction participant. The engagement letter will expressly reflect this limitation on the scope of the representation.
B. Concurrent Conflict Analysis (Rule 1.7)
Under Rule 1.7, a concurrent conflict of interest exists if the representation of a client will be directly adverse to another current client or if there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client, or a third person, or by a personal interest of the lawyer.
The conflicts search confirms that none of the Investors in the Bridge Financing — Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., or Halcyon Growth Equity, L.P. — is a current client of the Firm in any matter. Kelvantis Lending Corp., the existing lender from whom a consent/waiver must be obtained, is likewise not a current client of the Firm. Whitfield, Pratt & Soo LLP, investor counsel, is not a current client. No other transaction participant — including Pinnacle Audit Group LLP, Atlas Valuation Services, Inc., and Granite Trust Company, N.A. — is a current client of the Firm.
Were any of these parties a current client, additional analysis would be required to determine whether the Firm's representation of Skybridge in an issuer-side convertible note financing, where the investors or other counterparties are on the other side of the transaction, would constitute "direct adversity" or give rise to a material limitation under Rule 1.7. Representation of an issuer in a venture financing is not typically regarded as the type of zero-sum adversarial proceeding that categorically triggers the direct-adversity prohibition, but it does involve the negotiation of economic and governance terms — including valuation caps, conversion discounts, interest rates, most-favored-nation provisions, information rights, and subordination mechanics — on which the interests of the issuer and the investors may diverge. This analysis is academic in the present case, as no concurrent client relationship exists with any counterparty.
Conclusion: No concurrent conflict of interest under Rule 1.7 has been identified.
C. Former Client Conflict Analysis (Rule 1.9)
Under Rule 1.9, a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing.
As noted in Section III.B above, the Firm previously represented Ridgeline Ventures Fund II, L.P. in a discrete regulatory compliance matter in 2019 (Matter No. 1009-00001). That representation has been closed since March 2020. The prior matter involved advice on Investment Advisers Act reporting obligations and bore no substantive relationship to venture financing transactions generally or to the Proposed Transaction specifically. The matter did not involve Skybridge, any of the other Investors, or any of the same legal or factual issues that will arise in the Bridge Financing. Ridgeline Ventures Fund II, L.P. is a distinct legal entity from Ridgeline Ventures Fund IV, L.P. (the entity participating in the Bridge Financing), although both entities are managed by affiliated general partner entities under the Ridgeline Ventures platform.
Even assuming, arguendo, that Ridgeline Ventures Fund II, L.P. could be treated as the same "former client" as Ridgeline Ventures Fund IV, L.P. for purposes of the Rule 1.9 analysis (a conservative assumption given the affiliated nature of the entities), the "substantially related" prong is not satisfied. The 2019 regulatory compliance matter and the 2023 convertible note bridge financing do not share common issues of law or fact, and no confidential information obtained during the prior engagement could reasonably be used to the disadvantage of Ridgeline II or any affiliated Ridgeline entity in the current matter. No former client conflict exists.
No other former client relationships with any of the searched parties were identified in the Firm's conflicts database.
Conclusion: No former client conflict under Rule 1.9 has been identified.
D. Positional / Issue Conflicts
A positional or issue conflict may arise when a lawyer takes a legal position on behalf of one client that is directly contrary to a legal position taken on behalf of another client in a different matter, particularly where the matters are pending in the same jurisdiction or before the same tribunal. Such conflicts are less common in transactional practice but may arise where, for example, a firm advocates for a particular interpretation of a statutory or regulatory provision on behalf of one client while taking the opposite position on behalf of another.
The conflicts search and the review of the Firm's active matter docket did not reveal any positional or issue conflict. The Firm is not currently advising any client on a matter in which the Firm would be required to take a legal position materially inconsistent with the positions it will take on behalf of Skybridge in the Bridge Financing.
Conclusion: No positional or issue conflict has been identified.
E. Business Relationship / Personal Interest Considerations
Pursuant to the Firm's internal conflicts clearance policies, each member of the proposed engagement team was asked to confirm whether he or she: (i) holds any equity interest, debt instrument, option, warrant, or other financial interest in Skybridge or any of the Investor funds; (ii) has any family member, spouse, or domestic partner who is an officer, director, employee, or investor in Skybridge or any of the Investor funds; (iii) has any personal relationship with any officer, director, or key individual at any party to the Proposed Transaction that could impair the attorney's independent professional judgment; or (iv) has any other business, financial, or personal interest that could give rise to a conflict or the appearance of a conflict.
Each member of the proposed engagement team — Victoria Chambers, Howard Quinn, Leonard Ashford, Nina Reyes, Peter Vassiliev, and Wendy Schultz — confirmed in writing that no such interest, relationship, or circumstance exists.
Conclusion: No business relationship or personal interest conflict has been identified.
V. Observations and Conditions
While no disqualifying conflict of interest has been identified, the following observations and conditions are noted for the engagement team's awareness and guidance:
1.  Kelvantis Lending Corp. — Consent/Waiver Communications. Kelvantis Lending Corp. is not a client of the Firm but is a party from whom a consent or waiver must be obtained in order to permit Skybridge to issue the subordinated convertible promissory notes contemplated by the Bridge Financing without violating the negative covenants in the Existing Credit Facility. In negotiating and obtaining the Lender Consent, the Firm will be acting solely on behalf of Skybridge and will be advocating for terms that serve Skybridge's interests. The engagement team should be mindful at all times that the Firm owes no duty of representation to Kelvantis and should take care to ensure that all communications with Kelvantis and its counsel are conducted in a manner that makes clear the Firm's role as counsel to Skybridge. The Firm should not provide legal advice to Kelvantis, should not undertake to explain to Kelvantis the legal implications of the consent for Kelvantis's own interests, and should recommend that Kelvantis consult its own counsel in connection with the consent process.
2.  Ridgeline Ventures Fund III, L.P. — Existing Stockholder. Ridgeline Ventures Fund III, L.P., an affiliate of the lead investor (Ridgeline Ventures Fund IV, L.P.), is an existing stockholder of Skybridge from the Company's Series C preferred equity financing. This fact does not create a conflict of interest, because the Firm represents the Company and not any individual stockholder. However, the engagement team should be aware that Ridgeline III's status as an existing stockholder means that certain actions taken by the Company in connection with the Bridge Financing — including the issuance of subordinated debt that may affect the capital structure and the relative rights and preferences of existing preferred stockholders — may implicate the interests of Ridgeline III. The Firm's duty is to the Company, and any advice rendered in connection with the Bridge Financing should be directed to the Company's board of directors, acting through its authorized representatives, and not to any individual stockholder or investor fund.
3.  Whitfield, Pratt & Soo LLP — Opposing Counsel. Whitfield, Pratt & Soo LLP represents the investor syndicate as investor counsel in the Proposed Transaction. It is standard and customary in venture financing transactions for the company's counsel and the investors' counsel to negotiate on opposite sides of the transaction. The presence of Whitfield, Pratt & Soo LLP as investor counsel does not raise conflict concerns and is noted here solely for completeness.
4.  Engagement Letter — Scope of Representation. It is recommended that the engagement letter for this matter clearly and expressly delineate that Calderwood & Harkness LLP represents only Skybridge Fintech Ltd. and does not represent any individual officer, director, founder, or stockholder of the Company. This limitation is important in light of the fact that certain Company officers and founders — notably, Arjun Mehta and Elena Vasquez — are also likely to be significant common stockholders of the Company whose personal interests may not always be perfectly aligned with the interests of the Company as a corporate entity. The engagement letter should include the Firm's standard provision advising individual officers and directors to seek independent counsel if they believe their personal interests may diverge from those of the Company.
VI. Conclusion and Clearance
Based on the foregoing analysis, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from representing Skybridge Fintech Ltd. in the proposed $60,000,000 convertible promissory note bridge financing.
The matter is cleared for opening under Matter No. 1009-00001.
Victoria Chambers is designated as the Responsible Partner for the matter. Howard Quinn is designated as the Billing Partner for the matter. Clearance is subject to the observations and conditions set forth in Section V above, each of which should be reviewed by the Responsible Partner and the engagement team prior to the commencement of substantive legal work on the matter and the circulation of a draft engagement letter.
This conflict clearance memorandum will be maintained in the Firm's conflicts files in accordance with the Firm's records retention policies. If the scope of the engagement is materially expanded — for example, to include representation of Skybridge in the subsequent Series D preferred equity round — a supplemental conflict check should be conducted at that time.
VII. Signatures
Prepared by:
________________________________________
Leonard Ashford Of Counsel, Emerging Companies & Venture Capital Calderwood & Harkness LLP
Date: November 3, 2023
Reviewed by:
________________________________________
Victoria Chambers Partner, Emerging Companies & Venture Capital (Responsible Partner) Calderwood & Harkness LLP
Date: ________
Approved by:
________________________________________
Howard Quinn Partner, Emerging Companies & Venture Capital (Billing Partner) Calderwood & Harkness LLP
Date: ________
Conflicts Coordinator Confirmation:
________________________________________
Name: ________
Title: Conflicts Coordinator, Office of General Counsel
Calderwood & Harkness LLP
Date: ________
Appendix A: Search Terms and Database Results Summary
The following table sets forth a comprehensive listing of all search terms run in the Firm's central conflicts management system (Glenrock Health ITCONFLICTS) in connection with the conflict check for Matter No. 1009-00001. All searches were conducted on November 1–2, 2023, with verification completed on November 3, 2023.
Note 1 — Ridgeline Hits: Search terms 13–16 returned a single historical matter: Matter No. 1009-00001, involving the representation of Ridgeline Ventures Fund II, L.P. in a regulatory compliance advisory engagement (Investment Advisers Act reporting). Responsible Partner: James Harrington (retired). Matter opened January 2019; matter closed March 2020. No current representation. No substantially related matter. No conflict identified. See Section III.B and Section IV.C of this memorandum for full analysis.
End of Memorandum
No. | Search Term | Category | Date Searched | Database | Result
1 | Skybridge Fintech Ltd. | Prospective Client — Entity | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
2 | Skybridge Fintech | Prospective Client — Entity (variant) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
3 | Skybridge | Prospective Client — Short name | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
4 | SBF | Prospective Client — Abbreviation | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
5 | Sky Bridge | Prospective Client — Alternate spacing | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
6 | Arjun Mehta | Prospective Client — Individual (CEO) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
7 | Elena Vasquez | Prospective Client — Individual (CTO) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
8 | David Lindstrom | Prospective Client — Individual (CFO) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
9 | Priya Ramanathan | Prospective Client — Individual (GC) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
10 | Marcus Tillman | Prospective Client — Individual (VP) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
11 | Ridgeline Ventures Fund IV, L.P. | Investor — Entity (Lead Investor) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
12 | Ridgeline Ventures Fund IV | Investor — Entity (variant) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
13 | Ridgeline Ventures | Investor — Short name (umbrella) | 11/01/2023 | Glenrock Health ITCONFLICTS | Hit — See Note 1
14 | Ridgeline | Investor — Short name | 11/01/2023 | Glenrock Health ITCONFLICTS | Hit — See Note 1
15 | Ridgeline Ventures Fund III, L.P. | Investor Affiliate — Entity | 11/01/2023 | Glenrock Health ITCONFLICTS | Hit — See Note 1
16 | Ridgeline Ventures Fund II, L.P. | Investor Affiliate — Entity | 11/01/2023 | Glenrock Health ITCONFLICTS | Hit — See Note 1
17 | Ridgeline Ventures Management IV, LLC | Investor Affiliate — GP Entity | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
18 | Ridgeline Ventures Management III, LLC | Investor Affiliate — GP Entity | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
19 | Catherine Drummond | Investor — Individual (Managing Partner) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
20 | Kate Drummond | Investor — Individual (alternate name) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
21 | Samuel Okonkwo | Investor — Individual (Deal Lead) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
22 | Beacon Hill Capital Partners, LLC | Co-Investor — Entity | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
23 | Beacon Hill Capital Partners | Co-Investor — Entity (variant) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
24 | Beacon Hill Capital | Co-Investor — Short name | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
25 | Beacon Hill | Co-Investor — Short name | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
26 | BHCP | Co-Investor — Abbreviation | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
27 | Joanna Falkner | Co-Investor — Individual (MD) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
28 | Northstar Innovation Fund II, L.P. | New Investor — Entity | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
29 | Northstar Innovation Fund II | New Investor — Entity (variant) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
30 | Northstar Innovation Fund | New Investor — Entity (variant) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
31 | Northstar Innovation | New Investor — Short name | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
32 | Northstar | New Investor — Short name | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
33 | NSTAR | New Investor — Abbreviation | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
34 | Northstar Innovation GP II, LLC | New Investor — GP Entity | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
35 | Wei-Lin Chang | New Investor — Individual (MP) | 11/01/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
36 | Halcyon Growth Equity, L.P. | Existing Investor — Entity | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
37 | Halcyon Growth Equity | Existing Investor — Entity (variant) | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
38 | Halcyon Growth | Existing Investor — Short name | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
39 | Halcyon | Existing Investor — Short name | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
40 | HGE | Existing Investor — Abbreviation | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
41 | Halcyon Growth Management, LLC | Existing Investor — GP Entity | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
42 | Robert Castillo | Existing Investor — Individual (Partner) | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
43 | Rob Castillo | Existing Investor — Individual (alternate name) | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
44 | Kelvantis Lending Corp. | Existing Lender — Entity | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
45 | Kelvantis Lending Corp | Existing Lender — Entity (variant) | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
46 | Kelvantis Lending | Existing Lender — Short name | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
47 | Kelvantis | Existing Lender — Short name | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
48 | ILC | Existing Lender — Abbreviation | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
49 | Theodore Marsh | Existing Lender — Individual (RM) | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
50 | Ted Marsh | Existing Lender — Individual (alternate name) | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
51 | Crestpoint Seed Partners, L.P. | Series A Investor — Entity | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
52 | Crestpoint Seed Partners | Series A Investor — Entity (variant) | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
53 | Crestpoint Seed | Series A Investor — Short name | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
54 | Crestpoint | Series A Investor — Short name | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
55 | Whitfield, Pratt & Soo LLP | Opposing Counsel — Firm | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
56 | Whitfield Pratt | Opposing Counsel — Firm (variant) | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
57 | Graham Whitfield | Opposing Counsel — Individual (Partner) | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
58 | Danielle Kwon | Opposing Counsel — Individual (Associate) | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
59 | Pinnacle Audit Group LLP | Auditor — Entity | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
60 | Pinnacle Audit Group | Auditor — Entity (variant) | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
61 | Pinnacle Audit | Auditor — Short name | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
62 | Lisa Johannsen | Auditor — Individual (Engagement Partner) | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
63 | Atlas Valuation Services, Inc. | 409A Valuation Provider — Entity | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
64 | Atlas Valuation Services | 409A Valuation Provider — Entity (variant) | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
65 | Atlas Valuation | 409A Valuation Provider — Short name | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
66 | Martin Khoury | 409A Valuation Provider — Individual | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
67 | Granite Trust Company, N.A. | Escrow Agent — Entity | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
68 | Granite Trust Company | Escrow Agent — Entity (variant) | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
69 | Granite Trust | Escrow Agent — Short name | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits
70 | Angela Petrov | Escrow Agent — Individual | 11/02/2023 | Glenrock Health ITCONFLICTS | Clear — No hits

MEMORANDUM

PRIVILEGED & CONFIDENTIAL / ATTORNEY WORK PRODUCT

Record

Parties

Dates

Amounts