1009-00001 · Skybridge Fintech Ltd · Engagement & Administration

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CALDERWOOD & HARKNESS LLP Counselors at Law

600 Lexington Avenue New York, NY 10022 Tel: (212) 554-7000

Fax: (212) 554-7001

www.calderwoodharkness.com

November 6, 2023

Mr. Arjun Mehta Chief Executive Officer & Co-Founder Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801

Re: Engagement of Calderwood & Harkness LLP — Convertible Note Bridge Financing Matter No. 1009-00001

Dear Mr. Mehta:

1. Purpose and Engagement

Calderwood & Harkness LLP ("C&H," "we," or the "Firm") is pleased to confirm our engagement as outside counsel to Skybridge Fintech Ltd., a Delaware corporation ("Skybridge," the "Company," or "you"), in connection with the matters described herein. This letter (the "Engagement Letter") sets forth the terms and conditions governing the attorney-client relationship between C&H and Skybridge for this engagement and, upon execution by both parties, will constitute a binding agreement between C&H and the Company with respect to the matters addressed herein.

We appreciate the Company's confidence in retaining C&H and look forward to working closely with Skybridge's management team and in-house legal department throughout this engagement. We understand that the Company is seeking to move expeditiously toward the closing of the Financing (as defined below), and we are committed to staffing and prioritizing this matter accordingly.

The terms set forth below are intended to promote a transparent and productive working relationship. Should you have any questions concerning this Engagement Letter or the terms contained herein, we encourage you to raise them prior to executing this letter so that we may address them to your satisfaction.

2. Scope of Representation

C&H will represent Skybridge in the capacity of issuer's counsel in connection with a proposed convertible promissory note bridge financing (the "Financing") in which the Company anticipates raising up to approximately Sixty Million Dollars ($60,000,000) in aggregate principal amount of convertible promissory notes (the "Notes") from a syndicate of existing and new investors (collectively, the "Investors"). The scope of our engagement includes, but is not necessarily limited to, the following work streams:

(a) Structuring Advisory. Advising the Company on the structuring of the Financing, including the conversion mechanics applicable to the Notes, the applicable valuation cap, the conversion discount (if any), interest rate and accrual terms, maturity date and extension provisions, automatic and optional conversion triggers, qualified financing thresholds, change of control provisions, and any most-favored-nation or similar protective provisions.

(b) Transaction Documentation. Preparing, drafting, reviewing, and negotiating the following principal transaction documents and all ancillary instruments related thereto:

(i) the Note Purchase Agreement (the "NPA") by and among the Company and the Investors;

(ii) the form of Convertible Promissory Note to be issued to each Investor at the closing of the Financing;

(iii) any subordination agreements or intercreditor arrangements required in connection with the Company's existing indebtedness;

(iv) any amendments, waivers, or supplements to the Company's existing investor agreements, including the Investors' Rights Agreement dated as of March 14, 2021 (as amended) and the Right of First Refusal and Co-Sale Agreement dated as of March 14, 2021 (as amended);

(v) any escrow agreements or escrow instructions, if applicable to the mechanics of the Financing; and

(vi) such other related instruments and ancillary agreements as may be necessary or appropriate to effectuate the Financing.

(c) Corporate Document Review. Conducting a review of the Company's existing organizational and corporate documents, including the Company's Amended and Restated Certificate of Incorporation, as currently in effect, its Bylaws, and all existing investor and stockholder agreements, for the purpose of identifying authorization requirements, consent obligations, voting thresholds, preemptive rights, information rights, and amendment needs arising in connection with the Financing.

(d) Delaware Corporate Law Analysis. Analyzing requirements under the Delaware General Corporation Law (the "DGCL"), including Sections 151, 152, 153, 157, and 242, as applicable, regarding the authorization and issuance of the Notes, the reservation of a sufficient number of shares of capital stock for issuance upon conversion of the Notes, and any related charter amendment or board and stockholder approval requirements.

(e) Securities Law Compliance. Advising the Company on federal and state securities law compliance in connection with the offer and sale of the Notes, including analysis of the availability of exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. This work stream will also include the preparation and filing of the required Form D notice filing with the U.S. Securities and Exchange Commission and the preparation and coordination of any required blue sky or state securities filings in relevant jurisdictions.

(f) Venture Debt Facility Review. Reviewing the terms and conditions of the Company's existing venture debt facility with Kelvantis Lending Corp. (the "Kelvantis Facility"), including the Loan and Security Agreement dated as of September 22, 2022, as amended, to identify any covenant restrictions, negative pledge provisions, or consent requirements that may be implicated by the Financing, and preparing or negotiating any required lender consent, waiver, or subordination documentation with Kelvantis Lending Corp. or its counsel.

(g) Board and Stockholder Approvals. Preparing board resolutions in the form of a unanimous written consent of the Board of Directors of the Company (or, if a board meeting is convened, appropriate board minutes) and, to the extent required, stockholder consent documentation (including a written consent of stockholders in lieu of a meeting, if applicable) authorizing the Financing and the issuance of the Notes.

(h) Closing Deliverables and Process. Preparing all closing deliverables customary for a transaction of this nature, including officers' certificates, a secretary's certificate (attaching certified copies of relevant organizational documents and board resolutions), and a legal opinion of issuer's counsel addressed to the Investors. C&H will also coordinate the closing process, including preparation and distribution of a closing checklist, coordination of signature pages, and assembly of a closing binder or electronic closing set.

(i) Investor Counsel Coordination. Coordinating with Whitfield, Pratt & Soo LLP, as counsel to the lead investor, Ridgeline Ventures Fund IV, L.P., on all aspects of the transaction documentation, negotiation, and closing process.

Matters Outside Scope. The scope of this engagement does not include the following: (i) intellectual property due diligence or freedom-to-operate analysis (which, if required by the Company or the Investors, may be added by written amendment to this letter at rates and on terms to be agreed upon at that time); (ii) tax return preparation or tax planning advice (other than general tax structuring considerations as they relate to the terms of the Notes); (iii) the preparation of audited or unaudited financial statements of the Company or any financial audit work; or (iv) representation of the Company in any litigation, arbitration, regulatory investigation, enforcement proceeding, or government inquiry, whether related or unrelated to the Financing.

Furthermore, the scope of this engagement does not include the representation of any individual officer, director, stockholder, or employee of the Company in his or her personal capacity. Should any such individual require personal legal representation in connection with the Financing or otherwise, C&H would be pleased to discuss a separate engagement, subject to an independent conflicts analysis.

3. Responsible Attorney and Staffing

The following attorneys have been assigned to this engagement and will serve in the capacities described below:

(a) Victoria Chambers, Partner, will serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for the quality, direction, and strategic aspects of C&H's work on the Financing. Ms. Chambers is a member of the Firm's Corporate Finance & Securities practice group and has extensive experience advising emerging growth companies and financial sponsors in convertible note and equity financings.

(b) Howard Quinn, Partner, will serve as the Billing Partner and primary point of contact for all billing, fee-related, and engagement management matters. Mr. Quinn is a member of the Firm's Emerging Companies & Venture Capital practice group. Any questions regarding invoices, the Fee Cap, or related financial matters should be directed to Mr. Quinn.

(c) Leonard Ashford, Of Counsel in the Firm's Emerging Companies & Venture Capital practice group, will serve as the substantive corporate lead for the Financing and will be the day-to-day lead attorney responsible for overseeing the preparation and negotiation of all transaction documentation and coordinating with investor counsel. Mr. Ashford has deep experience in early-stage and growth-stage venture capital and debt financings.

(d) Nina Reyes, Senior Associate in the Emerging Companies & Venture Capital practice group, will support Mr. Ashford on transaction documentation, negotiation, securities law compliance, and the preparation of Form D and blue sky filings.

Additional attorneys and paraprofessionals may be assigned to the engagement from time to time as needed, including for specialized work streams such as tax analysis and review of the Kelvantis Facility and related regulatory matters. We will endeavor to maintain continuity of staffing throughout the engagement and to staff the matter efficiently, using associates and paraprofessionals where appropriate to manage costs and maximize value for the Company. In the event that a material change in the staffing of this engagement becomes necessary, we will notify the Company promptly.

4. Fees and Billing

4.1 Fee Cap

C&H's total legal fees for the Financing, as described in the Scope of Representation set forth in Section 2 above, shall be capped at Two Hundred Seventy-Five Thousand Dollars ($275,000) (the "Fee Cap"). The Fee Cap covers all attorney time and paraprofessional time expended by C&H in connection with the Financing as described in Section 2. The Fee Cap does not include disbursements and out-of-pocket expenses, which are addressed separately in Section 4.3 below.

We believe that the Fee Cap reflects a reasonable estimate of the fees likely to be incurred in a transaction of this nature and complexity. However, if the scope of the engagement is materially expanded beyond the Financing as described in Section 2 (for example, if the Company requests that C&H undertake intellectual property diligence or if the transaction structure changes materially from what is currently contemplated), or if unforeseen complications arise during the course of the engagement that significantly increase the volume or complexity of the work required (such as protracted multi-party negotiations, material changes to the Company's capitalization, or unexpected regulatory issues), C&H will promptly notify the Company and the parties will discuss in good faith any appropriate adjustment to the Fee Cap. Any adjustment to the Fee Cap must be agreed upon in writing by both C&H and the Company before any additional fees above the Fee Cap will be incurred.

4.2 Billing Rates and Method

Time expended on the engagement will be recorded at C&H's standard hourly rates for the attorneys and paraprofessionals assigned to the matter, as in effect from time to time. As of the date of this letter, the applicable standard hourly rates for the currently assigned timekeepers are as follows:

Notwithstanding the foregoing, total fees billed to the Company for the Financing shall not exceed the Fee Cap of $275,000. In the event that the aggregate value of time recorded on the matter exceeds the Fee Cap, C&H will absorb the excess and will not invoice the Company for fees in excess of the Fee Cap (unless the Fee Cap has been adjusted in writing as provided in Section 4.1 above).

Invoices will be rendered monthly in arrears, based on the time recorded during the preceding calendar month. Each invoice shall contain reasonable detail regarding the services performed, the timekeepers involved, and the time expended, in a format consistent with the Company's outside counsel billing guidelines, to the extent such guidelines have been provided to C&H. Payment of each invoice is due within thirty (30) days of the invoice date. Invoices may be transmitted by electronic mail to the attention of the Company's General Counsel, Priya Ramanathan, or such other person as the Company may designate.

4.3 Disbursements and Expenses

In addition to legal fees, Skybridge will be responsible for the reimbursement of reasonable out-of-pocket disbursements and expenses incurred by C&H in connection with the engagement. Such disbursements may include, without limitation, the following:

(a) Filing fees, including Form D filing fees and blue sky filing fees;

(b) Document reproduction, printing, and binding charges;

(d) Travel expenses, including airfare, hotel, ground transportation, and meals, provided that any travel expenses in excess of $500 individually shall require the prior written approval of the Company;

(e) Computerized legal research and database charges (e.g., Westmark Data Systems, Sundial Solutions); and

(f) Other similar costs reasonably incurred in connection with the performance of services under this engagement.

Disbursements and out-of-pocket expenses are not subject to the Fee Cap and will be billed at actual cost without markup. Disbursements will be itemized on C&H's monthly invoices along with the fees described in Section 4.2 above.

4.4 Retainer. As a condition to the commencement of substantive work on the Financing, Skybridge agrees to pay a retainer in the amount of Seventy-Five Thousand Dollars ($75,000) (the "Retainer"). The Retainer shall be deposited into C&H's Interest on Lawyer Account ("IOLA") client trust account maintained in accordance with applicable rules of the New York Rules of Professional Conduct and will be held in trust for the Company's benefit.

The Retainer will be applied against the final invoice or invoices rendered in connection with the engagement. If the Retainer exceeds the total remaining amount due to C&H upon the conclusion of the engagement (after application of all prior payments), the excess balance will be promptly refunded to the Company. The Retainer does not limit the Company's obligation to pay fees and expenses as invoiced in accordance with this Section 4; rather, it serves as security for the final amounts owed.

The Retainer is expected to be received by C&H no later than November 15, 2023. C&H will commence preliminary work on the engagement upon execution of this Engagement Letter, but may defer commencement of substantive drafting and advisory work until the Retainer has been received.

4.5 Investor Counsel Fee Reimbursement

The Company has informed us that, consistent with customary practice for venture capital and convertible note financings, the Company expects to reimburse the legal fees and expenses of investor counsel, Whitfield, Pratt & Soo LLP, as counsel to the lead investor Ridgeline Ventures Fund IV, L.P., up to a cap to be negotiated and set forth in the Note Purchase Agreement. Based on preliminary discussions, the investor counsel fee reimbursement is currently anticipated to be capped at up to One Hundred Twenty-Five Thousand Dollars ($125,000), inclusive of disbursements. The final amount and terms of such reimbursement are a matter between the Company and the Investors and will be documented in the NPA. Such reimbursement obligation is entirely separate from, and in addition to, C&H's Fee Cap and the fees and expenses payable to C&H under this Engagement Letter.

5. Client Identity

Our client in this engagement is Skybridge Fintech Ltd. We wish to make clear that we do not represent, and will not be deemed to represent, any stockholder, officer, or director of the Company in his or her individual capacity in connection with this engagement. Furthermore, we do not represent any of the Investors or purchasers in the Financing, including, without limitation, Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., Halcyon Growth Equity, L.P., or any of their respective general partners, managing members, officers, directors, or affiliates. Such Investors are represented by their own counsel, and any questions or concerns raised by such Investors or their counsel should be addressed through appropriate channels and not through C&H.

All communications regarding the engagement should be directed through Priya Ramanathan, General Counsel of Skybridge Fintech Ltd., or such other persons as the Company may designate in writing from time to time. C&H will take direction from, and report to, the Company through Ms. Ramanathan (or her designee), and the Company acknowledges that instructions received from Ms. Ramanathan will be treated as authorized instructions of the Company for purposes of this engagement.

6. Conflicts of Interest

C&H has conducted a conflicts check in accordance with its standard procedures and the requirements of applicable rules of professional conduct. Based on the information currently available to us — including the identities of the Company, its officers and directors, the anticipated Investors, the Kelvantis Facility, and the other parties identified in connection with the Financing — we have identified no conflicts of interest that would preclude this representation.

In the event that a conflict or potential conflict of interest arises during the course of the engagement, C&H will promptly notify the Company in writing and take appropriate steps to address such conflict, which may include seeking informed written consent from the Company (and, where required, from any other affected client) or, if the conflict is not waivable or consent is not obtained, withdrawal from the representation in accordance with applicable rules of professional conduct.

The Company acknowledges that C&H is a large, multi-office law firm that represents a range clients across numerous industries and practice areas. C&H may currently represent, or may in the future undertake to represent, other entities, funds, or individuals in matters unrelated to this engagement that may have interests adverse to the Company in those unrelated matters. The Company consents to such unrelated representations, provided that they do not involve the specific subject matter of this engagement (i.e., the Financing) and do not involve the use of confidential information obtained from the Company in the course of this engagement. This advance consent is provided in accordance with Rule 1.7 of the New York Rules of Professional Conduct and is given on an informed basis after consideration of the relevant circumstances.

7. Confidentiality

C&H will maintain the confidentiality of all information received from the Company, or on the Company's behalf, in connection with this engagement, in accordance with Rule 1.6 of the New York Rules of Professional Conduct and all other applicable rules of professional conduct governing the attorney-client relationship. All such information will be treated as confidential and will be used by C&H solely for the purpose of providing legal services to the Company in connection with the Financing.

Confidential information will not be disclosed by C&H to any third party without the Company's prior written consent, except to the extent that disclosure is: (a) required by applicable law, regulation, or court order; (b) required by applicable rules of professional responsibility; (c) impliedly authorized in order to carry out the representation (for example, disclosure to investor counsel during the course of negotiation of the transaction documents, to the extent authorized by the Company); or (d) necessary to establish or defend a claim by or against C&H relating to the representation. C&H will use commercially reasonable efforts to notify the Company prior to any disclosure required under clause (a) above to the extent permitted by law.

The obligations of confidentiality described in this Section 7 shall survive the termination or conclusion of this engagement.

8. Document Retention

At the conclusion of the engagement, C&H will retain client files — including copies of correspondence, memoranda, drafts, and work product prepared in connection with the Financing — in accordance with the Firm's document retention policies, which are available upon request. Under C&H's current policies, client files are generally retained for a period of ten (10) years following the conclusion of the engagement, after which they may be destroyed without further notice to the Company unless the Company has requested their return or extended retention.

The Company may request the return of original documents at any time during or after the engagement. Upon conclusion of the engagement, C&H will promptly return original documents to the Company upon written request. Copies of work product, correspondence, and other materials prepared by C&H in connection with the engagement may be retained by C&H in accordance with its document retention policies, even after original documents have been returned to the Company.

9. Termination

Either C&H or the Company may terminate this engagement at any time upon written notice to the other party, subject to applicable rules of professional conduct governing an attorney's withdrawal from representation, including the requirement that C&H take reasonable steps to protect the Company's interests upon withdrawal (such as providing reasonable notice, allowing time for the Company to retain substitute counsel, and surrendering papers and property to which the Company is entitled).

Upon termination of this engagement, whether by C&H or by the Company, the Company will remain responsible for: (a) all legal fees incurred through the date of termination, up to the Fee Cap (with respect to fees); and (b) all disbursements and out-of-pocket expenses incurred through the date of termination, regardless of the Fee Cap. Any portion of the Retainer that has not been applied against outstanding invoices will be promptly refunded to the Company following the rendering of a final invoice.

Termination of the engagement will not affect the parties' respective rights and obligations under Sections 7 (Confidentiality), 8 (Document Retention), and 11 (Governing Law) of this Engagement Letter, all of which shall survive termination.

10. Limitation of Engagement

This engagement is limited to the Financing as described in Section 2 above. C&H does not undertake to monitor legal developments or advise the Company on matters outside the scope of this engagement unless separately retained to do so.

Any request for C&H to provide legal services beyond the Scope of Representation described in Section 2 — including, without limitation, any subsequent equity financing, merger or acquisition transaction, regulatory matter, or litigation — will require either a separate engagement letter or a written amendment to this Engagement Letter, setting forth the scope, fees, and terms applicable to such additional engagement.

The Company understands that C&H's representation in connection with the Financing does not create an ongoing attorney-client relationship beyond the scope and duration of this engagement, and that C&H has no obligation to advise the Company regarding matters outside the scope of this engagement or to update any advice provided in connection with this engagement after the conclusion of the Financing.

11. Governing Law

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. In addition, the professional obligations of C&H and its attorneys in connection with this engagement shall be governed by the applicable rules of professional conduct of each jurisdiction in which C&H's attorneys are admitted to practice, including the New York Rules of Professional Conduct.

12. Acceptance and Countersignature

We are enthusiastic about the opportunity to serve as the Company's counsel in connection with the Financing and believe that C&H's experience and capabilities are well suited to this engagement. If the foregoing terms are acceptable, please confirm the Company's agreement to the terms and conditions of this Engagement Letter by having an authorized representative of the Company sign and date this letter in the space provided below and return one signed original to:

Victoria Chambers, Partner Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022

A duplicate original is enclosed for your files. The terms of this Engagement Letter will be effective and binding upon execution by both parties. We kindly request that the signed copy be returned at your earliest convenience so that we may commence work without delay.

Please do not hesitate to contact Victoria Chambers at (212) 554-7112 or Leonard Ashford at (212) 554-7248 if you have any questions regarding this Engagement Letter or the engagement generally.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Victoria Chambers

Title: Partner (Responsible Partner)

By: ________

Name: Howard Quinn

Title: Partner (Billing Partner)

ACCEPTANCE AND ACKNOWLEDGMENT

The undersigned, on behalf of Skybridge Fintech Ltd., hereby confirms that the Company has reviewed and agrees to the terms and conditions set forth in this Engagement Letter dated November 6, 2023, and hereby engages Calderwood & Harkness LLP as outside counsel to Skybridge Fintech Ltd. in connection with the Financing on the terms described herein.

ACCEPTED AND AGREED:

SKYBRIDGE FINTECH LTD.

By: ________

Name: Arjun Mehta

Title: Chief Executive Officer & Co-Founder

Date: ________

Enclosure: Duplicate original of this Engagement Letter for countersignature

cc: Priya Ramanathan, General Counsel, Skybridge Fintech Ltd. cc: David Lindstrom, Chief Financial Officer, Skybridge Fintech Ltd. cc: Leonard Ashford, Of Counsel, Calderwood & Harkness LLP cc: Howard Quinn, Partner, Calderwood & Harkness LLP

Timekeeper	Title	Hourly Rate
Victoria Chambers	Partner	$1,275
Howard Quinn	Partner	$1,225
Leonard Ashford	Of Counsel	$1,075
Nina Reyes	Senior Associate	$850
Paraprofessionals	Various	$275 – $375

CALDERWOOD & HARKNESS LLP Counselors at Law
600 Lexington Avenue New York, NY 10022 Tel: (212) 554-7000
Fax: (212) 554-7001
www.calderwoodharkness.com
November 6, 2023
Mr. Arjun Mehta Chief Executive Officer & Co-Founder Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801
Re: Engagement of Calderwood & Harkness LLP — Convertible Note Bridge Financing Matter No. 1009-00001
Dear Mr. Mehta:
1. Purpose and Engagement
Calderwood & Harkness LLP ("C&H," "we," or the "Firm") is pleased to confirm our engagement as outside counsel to Skybridge Fintech Ltd., a Delaware corporation ("Skybridge," the "Company," or "you"), in connection with the matters described herein. This letter (the "Engagement Letter") sets forth the terms and conditions governing the attorney-client relationship between C&H and Skybridge for this engagement and, upon execution by both parties, will constitute a binding agreement between C&H and the Company with respect to the matters addressed herein.
We appreciate the Company's confidence in retaining C&H and look forward to working closely with Skybridge's management team and in-house legal department throughout this engagement. We understand that the Company is seeking to move expeditiously toward the closing of the Financing (as defined below), and we are committed to staffing and prioritizing this matter accordingly.
The terms set forth below are intended to promote a transparent and productive working relationship. Should you have any questions concerning this Engagement Letter or the terms contained herein, we encourage you to raise them prior to executing this letter so that we may address them to your satisfaction.
2. Scope of Representation
C&H will represent Skybridge in the capacity of issuer's counsel in connection with a proposed convertible promissory note bridge financing (the "Financing") in which the Company anticipates raising up to approximately Sixty Million Dollars ($60,000,000) in aggregate principal amount of convertible promissory notes (the "Notes") from a syndicate of existing and new investors (collectively, the "Investors"). The scope of our engagement includes, but is not necessarily limited to, the following work streams:
(a) Structuring Advisory. Advising the Company on the structuring of the Financing, including the conversion mechanics applicable to the Notes, the applicable valuation cap, the conversion discount (if any), interest rate and accrual terms, maturity date and extension provisions, automatic and optional conversion triggers, qualified financing thresholds, change of control provisions, and any most-favored-nation or similar protective provisions.
(b) Transaction Documentation. Preparing, drafting, reviewing, and negotiating the following principal transaction documents and all ancillary instruments related thereto:
(i) the Note Purchase Agreement (the "NPA") by and among the Company and the Investors;
(ii) the form of Convertible Promissory Note to be issued to each Investor at the closing of the Financing;
(iii) any subordination agreements or intercreditor arrangements required in connection with the Company's existing indebtedness;
(iv) any amendments, waivers, or supplements to the Company's existing investor agreements, including the Investors' Rights Agreement dated as of March 14, 2021 (as amended) and the Right of First Refusal and Co-Sale Agreement dated as of March 14, 2021 (as amended);
(v) any escrow agreements or escrow instructions, if applicable to the mechanics of the Financing; and
(vi) such other related instruments and ancillary agreements as may be necessary or appropriate to effectuate the Financing.
(c) Corporate Document Review. Conducting a review of the Company's existing organizational and corporate documents, including the Company's Amended and Restated Certificate of Incorporation, as currently in effect, its Bylaws, and all existing investor and stockholder agreements, for the purpose of identifying authorization requirements, consent obligations, voting thresholds, preemptive rights, information rights, and amendment needs arising in connection with the Financing.
(d) Delaware Corporate Law Analysis. Analyzing requirements under the Delaware General Corporation Law (the "DGCL"), including Sections 151, 152, 153, 157, and 242, as applicable, regarding the authorization and issuance of the Notes, the reservation of a sufficient number of shares of capital stock for issuance upon conversion of the Notes, and any related charter amendment or board and stockholder approval requirements.
(e) Securities Law Compliance. Advising the Company on federal and state securities law compliance in connection with the offer and sale of the Notes, including analysis of the availability of exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. This work stream will also include the preparation and filing of the required Form D notice filing with the U.S. Securities and Exchange Commission and the preparation and coordination of any required blue sky or state securities filings in relevant jurisdictions.
(f) Venture Debt Facility Review. Reviewing the terms and conditions of the Company's existing venture debt facility with Kelvantis Lending Corp. (the "Kelvantis Facility"), including the Loan and Security Agreement dated as of September 22, 2022, as amended, to identify any covenant restrictions, negative pledge provisions, or consent requirements that may be implicated by the Financing, and preparing or negotiating any required lender consent, waiver, or subordination documentation with Kelvantis Lending Corp. or its counsel.
(g) Board and Stockholder Approvals. Preparing board resolutions in the form of a unanimous written consent of the Board of Directors of the Company (or, if a board meeting is convened, appropriate board minutes) and, to the extent required, stockholder consent documentation (including a written consent of stockholders in lieu of a meeting, if applicable) authorizing the Financing and the issuance of the Notes.
(h) Closing Deliverables and Process. Preparing all closing deliverables customary for a transaction of this nature, including officers' certificates, a secretary's certificate (attaching certified copies of relevant organizational documents and board resolutions), and a legal opinion of issuer's counsel addressed to the Investors. C&H will also coordinate the closing process, including preparation and distribution of a closing checklist, coordination of signature pages, and assembly of a closing binder or electronic closing set.
(i) Investor Counsel Coordination. Coordinating with Whitfield, Pratt & Soo LLP, as counsel to the lead investor, Ridgeline Ventures Fund IV, L.P., on all aspects of the transaction documentation, negotiation, and closing process.
Matters Outside Scope. The scope of this engagement does not include the following: (i) intellectual property due diligence or freedom-to-operate analysis (which, if required by the Company or the Investors, may be added by written amendment to this letter at rates and on terms to be agreed upon at that time); (ii) tax return preparation or tax planning advice (other than general tax structuring considerations as they relate to the terms of the Notes); (iii) the preparation of audited or unaudited financial statements of the Company or any financial audit work; or (iv) representation of the Company in any litigation, arbitration, regulatory investigation, enforcement proceeding, or government inquiry, whether related or unrelated to the Financing.
Furthermore, the scope of this engagement does not include the representation of any individual officer, director, stockholder, or employee of the Company in his or her personal capacity. Should any such individual require personal legal representation in connection with the Financing or otherwise, C&H would be pleased to discuss a separate engagement, subject to an independent conflicts analysis.
3. Responsible Attorney and Staffing
The following attorneys have been assigned to this engagement and will serve in the capacities described below:
(a) Victoria Chambers, Partner, will serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for the quality, direction, and strategic aspects of C&H's work on the Financing. Ms. Chambers is a member of the Firm's Corporate Finance & Securities practice group and has extensive experience advising emerging growth companies and financial sponsors in convertible note and equity financings.
(b) Howard Quinn, Partner, will serve as the Billing Partner and primary point of contact for all billing, fee-related, and engagement management matters. Mr. Quinn is a member of the Firm's Emerging Companies & Venture Capital practice group. Any questions regarding invoices, the Fee Cap, or related financial matters should be directed to Mr. Quinn.
(c) Leonard Ashford, Of Counsel in the Firm's Emerging Companies & Venture Capital practice group, will serve as the substantive corporate lead for the Financing and will be the day-to-day lead attorney responsible for overseeing the preparation and negotiation of all transaction documentation and coordinating with investor counsel. Mr. Ashford has deep experience in early-stage and growth-stage venture capital and debt financings.
(d) Nina Reyes, Senior Associate in the Emerging Companies & Venture Capital practice group, will support Mr. Ashford on transaction documentation, negotiation, securities law compliance, and the preparation of Form D and blue sky filings.
Additional attorneys and paraprofessionals may be assigned to the engagement from time to time as needed, including for specialized work streams such as tax analysis and review of the Kelvantis Facility and related regulatory matters. We will endeavor to maintain continuity of staffing throughout the engagement and to staff the matter efficiently, using associates and paraprofessionals where appropriate to manage costs and maximize value for the Company. In the event that a material change in the staffing of this engagement becomes necessary, we will notify the Company promptly.
4. Fees and Billing
4.1 Fee Cap
C&H's total legal fees for the Financing, as described in the Scope of Representation set forth in Section 2 above, shall be capped at Two Hundred Seventy-Five Thousand Dollars ($275,000) (the "Fee Cap"). The Fee Cap covers all attorney time and paraprofessional time expended by C&H in connection with the Financing as described in Section 2. The Fee Cap does not include disbursements and out-of-pocket expenses, which are addressed separately in Section 4.3 below.
We believe that the Fee Cap reflects a reasonable estimate of the fees likely to be incurred in a transaction of this nature and complexity. However, if the scope of the engagement is materially expanded beyond the Financing as described in Section 2 (for example, if the Company requests that C&H undertake intellectual property diligence or if the transaction structure changes materially from what is currently contemplated), or if unforeseen complications arise during the course of the engagement that significantly increase the volume or complexity of the work required (such as protracted multi-party negotiations, material changes to the Company's capitalization, or unexpected regulatory issues), C&H will promptly notify the Company and the parties will discuss in good faith any appropriate adjustment to the Fee Cap. Any adjustment to the Fee Cap must be agreed upon in writing by both C&H and the Company before any additional fees above the Fee Cap will be incurred.
4.2 Billing Rates and Method
Time expended on the engagement will be recorded at C&H's standard hourly rates for the attorneys and paraprofessionals assigned to the matter, as in effect from time to time. As of the date of this letter, the applicable standard hourly rates for the currently assigned timekeepers are as follows:
Notwithstanding the foregoing, total fees billed to the Company for the Financing shall not exceed the Fee Cap of $275,000. In the event that the aggregate value of time recorded on the matter exceeds the Fee Cap, C&H will absorb the excess and will not invoice the Company for fees in excess of the Fee Cap (unless the Fee Cap has been adjusted in writing as provided in Section 4.1 above).
Invoices will be rendered monthly in arrears, based on the time recorded during the preceding calendar month. Each invoice shall contain reasonable detail regarding the services performed, the timekeepers involved, and the time expended, in a format consistent with the Company's outside counsel billing guidelines, to the extent such guidelines have been provided to C&H. Payment of each invoice is due within thirty (30) days of the invoice date. Invoices may be transmitted by electronic mail to the attention of the Company's General Counsel, Priya Ramanathan, or such other person as the Company may designate.
4.3 Disbursements and Expenses
In addition to legal fees, Skybridge will be responsible for the reimbursement of reasonable out-of-pocket disbursements and expenses incurred by C&H in connection with the engagement. Such disbursements may include, without limitation, the following:
(a) Filing fees, including Form D filing fees and blue sky filing fees;
(b) Document reproduction, printing, and binding charges;
(c) Overnight courier and delivery charges;
(d) Travel expenses, including airfare, hotel, ground transportation, and meals, provided that any travel expenses in excess of $500 individually shall require the prior written approval of the Company;
(e) Computerized legal research and database charges (e.g., Westmark Data Systems, Sundial Solutions); and
(f) Other similar costs reasonably incurred in connection with the performance of services under this engagement.
Disbursements and out-of-pocket expenses are not subject to the Fee Cap and will be billed at actual cost without markup. Disbursements will be itemized on C&H's monthly invoices along with the fees described in Section 4.2 above.
4.4 Retainer.  As a condition to the commencement of substantive work on the Financing, Skybridge agrees to pay a retainer in the amount of Seventy-Five Thousand Dollars ($75,000) (the "Retainer"). The Retainer shall be deposited into C&H's Interest on Lawyer Account ("IOLA") client trust account maintained in accordance with applicable rules of the New York Rules of Professional Conduct and will be held in trust for the Company's benefit.
The Retainer will be applied against the final invoice or invoices rendered in connection with the engagement. If the Retainer exceeds the total remaining amount due to C&H upon the conclusion of the engagement (after application of all prior payments), the excess balance will be promptly refunded to the Company. The Retainer does not limit the Company's obligation to pay fees and expenses as invoiced in accordance with this Section 4; rather, it serves as security for the final amounts owed.
The Retainer is expected to be received by C&H no later than November 15, 2023. C&H will commence preliminary work on the engagement upon execution of this Engagement Letter, but may defer commencement of substantive drafting and advisory work until the Retainer has been received.
4.5 Investor Counsel Fee Reimbursement
The Company has informed us that, consistent with customary practice for venture capital and convertible note financings, the Company expects to reimburse the legal fees and expenses of investor counsel, Whitfield, Pratt & Soo LLP, as counsel to the lead investor Ridgeline Ventures Fund IV, L.P., up to a cap to be negotiated and set forth in the Note Purchase Agreement. Based on preliminary discussions, the investor counsel fee reimbursement is currently anticipated to be capped at up to One Hundred Twenty-Five Thousand Dollars ($125,000), inclusive of disbursements. The final amount and terms of such reimbursement are a matter between the Company and the Investors and will be documented in the NPA. Such reimbursement obligation is entirely separate from, and in addition to, C&H's Fee Cap and the fees and expenses payable to C&H under this Engagement Letter.
5. Client Identity
Our client in this engagement is Skybridge Fintech Ltd. We wish to make clear that we do not represent, and will not be deemed to represent, any stockholder, officer, or director of the Company in his or her individual capacity in connection with this engagement. Furthermore, we do not represent any of the Investors or purchasers in the Financing, including, without limitation, Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., Halcyon Growth Equity, L.P., or any of their respective general partners, managing members, officers, directors, or affiliates. Such Investors are represented by their own counsel, and any questions or concerns raised by such Investors or their counsel should be addressed through appropriate channels and not through C&H.
All communications regarding the engagement should be directed through Priya Ramanathan, General Counsel of Skybridge Fintech Ltd., or such other persons as the Company may designate in writing from time to time. C&H will take direction from, and report to, the Company through Ms. Ramanathan (or her designee), and the Company acknowledges that instructions received from Ms. Ramanathan will be treated as authorized instructions of the Company for purposes of this engagement.
6. Conflicts of Interest
C&H has conducted a conflicts check in accordance with its standard procedures and the requirements of applicable rules of professional conduct. Based on the information currently available to us — including the identities of the Company, its officers and directors, the anticipated Investors, the Kelvantis Facility, and the other parties identified in connection with the Financing — we have identified no conflicts of interest that would preclude this representation.
In the event that a conflict or potential conflict of interest arises during the course of the engagement, C&H will promptly notify the Company in writing and take appropriate steps to address such conflict, which may include seeking informed written consent from the Company (and, where required, from any other affected client) or, if the conflict is not waivable or consent is not obtained, withdrawal from the representation in accordance with applicable rules of professional conduct.
The Company acknowledges that C&H is a large, multi-office law firm that represents a range clients across numerous industries and practice areas. C&H may currently represent, or may in the future undertake to represent, other entities, funds, or individuals in matters unrelated to this engagement that may have interests adverse to the Company in those unrelated matters. The Company consents to such unrelated representations, provided that they do not involve the specific subject matter of this engagement (i.e., the Financing) and do not involve the use of confidential information obtained from the Company in the course of this engagement. This advance consent is provided in accordance with Rule 1.7 of the New York Rules of Professional Conduct and is given on an informed basis after consideration of the relevant circumstances.
7. Confidentiality
C&H will maintain the confidentiality of all information received from the Company, or on the Company's behalf, in connection with this engagement, in accordance with Rule 1.6 of the New York Rules of Professional Conduct and all other applicable rules of professional conduct governing the attorney-client relationship. All such information will be treated as confidential and will be used by C&H solely for the purpose of providing legal services to the Company in connection with the Financing.
Confidential information will not be disclosed by C&H to any third party without the Company's prior written consent, except to the extent that disclosure is: (a) required by applicable law, regulation, or court order; (b) required by applicable rules of professional responsibility; (c) impliedly authorized in order to carry out the representation (for example, disclosure to investor counsel during the course of negotiation of the transaction documents, to the extent authorized by the Company); or (d) necessary to establish or defend a claim by or against C&H relating to the representation. C&H will use commercially reasonable efforts to notify the Company prior to any disclosure required under clause (a) above to the extent permitted by law.
The obligations of confidentiality described in this Section 7 shall survive the termination or conclusion of this engagement.
8. Document Retention
At the conclusion of the engagement, C&H will retain client files — including copies of correspondence, memoranda, drafts, and work product prepared in connection with the Financing — in accordance with the Firm's document retention policies, which are available upon request. Under C&H's current policies, client files are generally retained for a period of ten (10) years following the conclusion of the engagement, after which they may be destroyed without further notice to the Company unless the Company has requested their return or extended retention.
The Company may request the return of original documents at any time during or after the engagement. Upon conclusion of the engagement, C&H will promptly return original documents to the Company upon written request. Copies of work product, correspondence, and other materials prepared by C&H in connection with the engagement may be retained by C&H in accordance with its document retention policies, even after original documents have been returned to the Company.
9. Termination
Either C&H or the Company may terminate this engagement at any time upon written notice to the other party, subject to applicable rules of professional conduct governing an attorney's withdrawal from representation, including the requirement that C&H take reasonable steps to protect the Company's interests upon withdrawal (such as providing reasonable notice, allowing time for the Company to retain substitute counsel, and surrendering papers and property to which the Company is entitled).
Upon termination of this engagement, whether by C&H or by the Company, the Company will remain responsible for: (a) all legal fees incurred through the date of termination, up to the Fee Cap (with respect to fees); and (b) all disbursements and out-of-pocket expenses incurred through the date of termination, regardless of the Fee Cap. Any portion of the Retainer that has not been applied against outstanding invoices will be promptly refunded to the Company following the rendering of a final invoice.
Termination of the engagement will not affect the parties' respective rights and obligations under Sections 7 (Confidentiality), 8 (Document Retention), and 11 (Governing Law) of this Engagement Letter, all of which shall survive termination.
10. Limitation of Engagement
This engagement is limited to the Financing as described in Section 2 above. C&H does not undertake to monitor legal developments or advise the Company on matters outside the scope of this engagement unless separately retained to do so.
Any request for C&H to provide legal services beyond the Scope of Representation described in Section 2 — including, without limitation, any subsequent equity financing, merger or acquisition transaction, regulatory matter, or litigation — will require either a separate engagement letter or a written amendment to this Engagement Letter, setting forth the scope, fees, and terms applicable to such additional engagement.
The Company understands that C&H's representation in connection with the Financing does not create an ongoing attorney-client relationship beyond the scope and duration of this engagement, and that C&H has no obligation to advise the Company regarding matters outside the scope of this engagement or to update any advice provided in connection with this engagement after the conclusion of the Financing.
11. Governing Law
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. In addition, the professional obligations of C&H and its attorneys in connection with this engagement shall be governed by the applicable rules of professional conduct of each jurisdiction in which C&H's attorneys are admitted to practice, including the New York Rules of Professional Conduct.
12. Acceptance and Countersignature
We are enthusiastic about the opportunity to serve as the Company's counsel in connection with the Financing and believe that C&H's experience and capabilities are well suited to this engagement. If the foregoing terms are acceptable, please confirm the Company's agreement to the terms and conditions of this Engagement Letter by having an authorized representative of the Company sign and date this letter in the space provided below and return one signed original to:
Victoria Chambers, Partner Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022
A duplicate original is enclosed for your files. The terms of this Engagement Letter will be effective and binding upon execution by both parties. We kindly request that the signed copy be returned at your earliest convenience so that we may commence work without delay.
Please do not hesitate to contact Victoria Chambers at (212) 554-7112 or Leonard Ashford at (212) 554-7248 if you have any questions regarding this Engagement Letter or the engagement generally.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Victoria Chambers
Title: Partner (Responsible Partner)
By: ________
Name: Howard Quinn
Title: Partner (Billing Partner)
ACCEPTANCE AND ACKNOWLEDGMENT
The undersigned, on behalf of Skybridge Fintech Ltd., hereby confirms that the Company has reviewed and agrees to the terms and conditions set forth in this Engagement Letter dated November 6, 2023, and hereby engages Calderwood & Harkness LLP as outside counsel to Skybridge Fintech Ltd. in connection with the Financing on the terms described herein.
ACCEPTED AND AGREED:
SKYBRIDGE FINTECH LTD.
By: ________
Name: Arjun Mehta
Title: Chief Executive Officer & Co-Founder
Date: ________
Enclosure: Duplicate original of this Engagement Letter for countersignature
cc: Priya Ramanathan, General Counsel, Skybridge Fintech Ltd. cc: David Lindstrom, Chief Financial Officer, Skybridge Fintech Ltd. cc: Leonard Ashford, Of Counsel, Calderwood & Harkness LLP cc: Howard Quinn, Partner, Calderwood & Harkness LLP
Timekeeper | Title | Hourly Rate
Victoria Chambers | Partner | $1,275
Howard Quinn | Partner | $1,225
Leonard Ashford | Of Counsel | $1,075
Nina Reyes | Senior Associate | $850
Paraprofessionals | Various | $275 – $375

CALDERWOOD & HARKNESS LLP Counselors at Law

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND ACKNOWLEDGMENT

ACCEPTED AND AGREED:

SKYBRIDGE FINTECH LTD.

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