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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP Counselors at Law 125 Broad Street, 40th Floor New York, NY 10004 Tel: (212) 558-4000

Fax: (212) 558-3588

www.calderwoodharkness.com

January 9, 2025

Ms. Teresa Okafor General Counsel Skybridge Fintech Ltd. 1200 Market Street, Suite 1400 Wilmington, DE 19801

Dear Ms. Okafor:

We are writing to confirm the terms upon which Calderwood & Harkness LLP ("C&H," "the Firm," or "we") has been engaged to represent Skybridge Fintech Ltd. ("Skybridge," "SBF," or the "Company") in connection with the matters described below. We appreciate the opportunity to serve as counsel to the Company and look forward to working with you, your management team, and your other advisors on this important transaction. This letter sets forth the terms and conditions governing our engagement and, upon your execution below, shall constitute a binding agreement between the Firm and the Company.

1. Engagement and Scope of Representation

1.1 Retention Confirmation

Calderwood & Harkness LLP is pleased to confirm its engagement by Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware, in connection with the Company's proposed de-SPAC business combination (the "Transaction") with Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company listed on the Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "PGAC" ("Pinnacle" or "PGAC"). This engagement is effective as of January 9, 2025 (the "Effective Date"). The terms and conditions set forth in this engagement letter shall govern the Firm's representation of the Company for the duration of the engagement, unless modified by a subsequent written agreement signed by both parties.

1.2 Description of the Transaction

Based on discussions with the Company's management and preliminary term sheets exchanged between the parties, it is our understanding that the Transaction is expected to be structured as a business combination in which a newly formed merger subsidiary of Pinnacle will merge with and into Skybridge under the General Corporation Law of the State of Delaware (the "DGCL"), with Skybridge surviving the merger as a wholly owned subsidiary of Pinnacle. In connection with the closing of the Transaction, Pinnacle will domesticate from the Cayman Islands to the State of Delaware by way of a de-registration under the Companies Act (As Revised) of the Cayman Islands and a continuation and domestication under Section 388 of the DGCL, such that, following the closing, the combined company will be a Delaware corporation whose shares of common stock are listed on Nasdaq.

The implied enterprise value of the Company in connection with the Transaction is expected to be approximately Four Hundred Fifty Million Dollars ($450,000,000), subject to customary adjustments and other terms to be set forth in the definitive transaction documentation.

The Transaction will involve, among other things, the negotiation, execution, and delivery of a definitive Business Combination Agreement between the Company, Pinnacle, and the merger subsidiary, together with a range of ancillary agreements and transaction-related documents, including but not limited to private investment in public equity ("PIPE") subscription agreements, a sponsor support agreement, lock-up agreements, a registration rights agreement, an earnout agreement, and other instruments customary in transactions of this nature. The Transaction will further require the preparation and filing of registration statements, proxy statements, and other documents with the U.S. Securities and Exchange Commission (the "SEC"), as well as proxy solicitation activities, Nasdaq listing applications, shareholder approval processes, and the preparation and delivery of related closing deliverables. As is typical in transactions of this type and complexity, the specific structure, terms, and documentation of the Transaction may evolve over the course of the engagement, and the scope of services described herein will be interpreted flexibly to cover those developments, subject to the limitations set forth in Section 1.4 below.

1.3 Scope of Services

C&H will serve as legal counsel to Skybridge in connection with the Transaction. Our representation will include, without limitation, the following services:

(a) Transaction Documentation. Negotiation, drafting, and review of the Business Combination Agreement and all ancillary transaction documents, including but not limited to the merger agreement, disclosure schedules, PIPE subscription agreements, a sponsor support agreement by and among Pinnacle, its sponsor Ridgeway Capital Holdings LLC (the "Sponsor"), and certain other parties, lock-up agreements with Company insiders and certain stockholders, a registration rights agreement for the combined company, an earnout agreement or earnout-related provisions, escrow agreements, and any other agreements necessary or advisable to consummate the Transaction.

(b) Due Diligence. Coordination of due diligence efforts on behalf of the Company, including both (i) the Company's review and analysis of publicly available and non-public information concerning Pinnacle, the SPAC trust account, and the Sponsor (collectively, "SPAC Diligence"), and (ii) defense-side management and coordination of Pinnacle's and its advisors' due diligence review of the Company and its business, operations, contracts, intellectual property, litigation, regulatory compliance, and related matters ("Company Diligence"). In connection with Company Diligence, the Firm will assist in organizing and populating virtual data rooms, coordinating management presentations and expert sessions, and preparing and reviewing responses to diligence requests.

(c) SEC Filings and Regulatory Matters. Preparation, review, and filing of all required SEC filings in connection with the Transaction, including the Registration Statement on Form S-4 (or such other form as may be applicable), the proxy statement/prospectus contained therein, any amendments or supplements thereto, and all related correspondence with the SEC staff, including responses to comment letters. The Firm will also assist with the preparation and filing of Current Reports on Form 8-K, beneficial ownership filings, and other periodic or event-driven filings as may be necessary in connection with the Transaction timeline.

(d) Tax Structuring and Analysis. Tax structuring advice and analysis in connection with the Transaction, to be led by C&H's Tax group, including without limitation: analysis of the qualification of the merger as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); analysis of the U.S. federal income tax consequences of the domestication of Pinnacle from the Cayman Islands to Delaware, including the application of Sections 367(b) and 368(a)(1)(F) of the Code; analysis of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") and any applicable FIRPTA withholding obligations; and the preparation and delivery of related tax opinions as may be required for inclusion in, or delivery in connection with, the Registration Statement on Form S-4 or as closing deliverables. The Firm's Tax group will coordinate with the Company's external tax advisor, Cedarhurst Advisory Group LLC ("Cedarhurst"), on all such matters.

(e) PIPE and Non-Redemption Arrangements. Review and negotiation of PIPE subscription agreements, backstop agreements, non-redemption agreements, forward purchase agreements, and any other financing or investment arrangements to be entered into in connection with the Transaction, including coordination with the Company's financial advisor, Whitfield Royce & Co. ("Whitfield Royce"), regarding the PIPE marketing and investor outreach process.

(f) Corporate Governance. Preparation and review of corporate governance documents for the combined company to take effect upon or following the closing, including the amended and restated certificate of incorporation, amended and restated bylaws, equity incentive plans (including a new equity incentive plan and an employee stock purchase plan, if applicable), form of award agreements, board committee charters, corporate governance guidelines, insider trading policies, and related governance matters.

(g) Advisor Coordination. Coordination and regular communication with Pinnacle's counsel, Ashland Burke & Thayer LLP ("ABT"), the Company's financial advisor, Whitfield Royce, the Company's independent registered public accounting firm, Graystone Thornton LLP ("Graystone"), the Company's external tax advisor, Cedarhurst, and any other third-party advisors engaged by the Company or its counterparties in connection with the Transaction.

(h) Closing Deliverables. Preparation, review, negotiation, and delivery of all closing certificates, secretary's certificates, officer's certificates, payoff letters, FIRPTA certificates, good standing certificates, incumbency certificates, and all other closing deliverables required under the Business Combination Agreement or otherwise customary in transactions of this nature.

(i) Post-Closing Matters. Assistance with post-closing matters, including the preparation and filing of the "Super 8-K" (the Current Report on Form 8-K to be filed within four business days following the closing of the Transaction, reporting the completion of the business combination and containing the financial statements and other information required by Items 2.01, 5.01, 5.02, 5.03, 9.01, and other applicable items of Form 8-K), the assembly and distribution of the closing binder, and such other post-closing filings and administrative matters as may be reasonably necessary to complete the transaction process.

Notwithstanding the foregoing, the scope of this engagement does not include, and C&H has not been retained to provide, the following categories of legal services unless separately agreed in a written amendment or supplement to this engagement letter:

(i) Regulatory licensing matters requiring specialized state-by-state money transmitter or payments regulatory counsel, including any applications for, amendments to, or renewals of money transmitter licenses, virtual currency licenses, or similar authorizations;

(ii) intellectual property prosecution, including patent, trademark, or copyright applications or registrations;

(iii) Employment, labor, and employee benefits matters requiring local or specialized counsel, including ERISA compliance, pension or retirement plan matters, and immigration-related matters; and

(iv) Any litigation, arbitration, or other dispute resolution matters, whether arising in connection with the Transaction or otherwise.

If any such matters arise during the course of the engagement, the Firm will be pleased to discuss the possibility of expanding the scope of our services or recommending qualified specialist counsel, as appropriate.

1.4 Limitations. C&H is acting solely as legal counsel to the Company in connection with the Transaction. The Firm is not acting as counsel to any other party in connection with the Transaction, including Pinnacle, the Sponsor (Ridgeway Capital Holdings LLC), any PIPE investor, any backstop or non-redemption counterparty, or any individual director or officer of the Company or Pinnacle in his or her personal capacity. The interests of such other parties may differ from, or be adverse to, the interests of the Company, and such parties should obtain their own independent legal counsel.

Furthermore, the Firm does not act as a business advisor, financial advisor, accountant, or investment advisor. The Firm's advice is limited to legal matters. Financial advisory services in connection with the Transaction are being provided by Whitfield Royce & Co., tax advisory services by Cedarhurst Advisory Group LLC, and accounting and audit services by Graystone Thornton LLP. The Company should not rely on the Firm for business, financial, accounting, or investment advice. Any statements or observations that the Firm may make regarding business or financial aspects of the Transaction are offered solely in the context of our legal advice and should not be understood as financial or business advice.

2. Staffing

2.1 Responsible Partner

James Prentice, Partner in C&H's Mergers & Acquisitions group, will serve as the Responsible Partner for this engagement. In that capacity, Mr. Prentice will have overall responsibility for overseeing all aspects of the Firm's representation of the Company in connection with the Transaction and will serve as the primary relationship partner for the engagement. Mr. Prentice has extensive experience in public and private M&A transactions, de-SPAC business combinations, and cross-border mergers, and has advised on numerous transactions in the financial technology sector.

2.2 Billing Partner

Sandra Tung, Partner in C&H's Mergers & Acquisitions group, will serve as the Billing Partner for this engagement. Ms. Tung will be principally responsible for the day-to-day management and coordination of all Transaction workstreams, including the drafting and negotiation of the Business Combination Agreement and ancillary deal documentation, the preparation of SEC filings, and the management of the transaction timeline and closing process. Ms. Tung will also be the primary point of contact for all billing and invoice-related matters.

2.3 Additional Team Members

The following additional attorneys will be assigned to the engagement on a regular basis:

• Naomi Petersen, Associate, Mergers & Acquisitions group — Ms. Petersen will serve as the Lead Associate on the engagement and will be responsible for managing the day-to-day due diligence process, drafting and reviewing ancillary transaction agreements, preparing and coordinating SEC comment letter responses, and assisting with the preparation of the Registration Statement on Form S-4 and related proxy materials.

• Ryan Kowalski, Associate, Mergers & Acquisitions group — Mr. Kowalski will serve as a Working Associate on the engagement and will support the due diligence effort, manage the closing checklist and closing binder process, assist in the preparation and assembly of closing deliverables, and perform research and analysis as directed by the senior members of the deal team.

• Leonard Cross, Partner, Tax group — Mr. Cross will serve as the Specialist Partner leading all tax structuring work in connection with the Transaction, including the analysis of the qualification of the merger under Section 368(a) of the Code, the analysis of the domestication tax consequences under Sections 367(b) and 368(a)(1)(F) of the Code, FIRPTA analysis, and the preparation and delivery of related tax opinions. Mr. Cross will coordinate directly with the Company's external tax advisor, Cedarhurst Advisory Group LLC, on all tax-related matters.

2.4 Additional Resources

From time to time, additional attorneys and professionals from C&H's Mergers & Acquisitions, Capital Markets, Tax, Corporate Governance, intellectual Property, Executive Compensation and Benefits, and other practice groups may be assigned to work on this engagement as the needs of the Transaction require. The Firm will endeavor to keep the Company informed of material staffing changes and to maintain consistency in the core deal team to the extent practicable. The billing rates of any such additional attorneys will be consistent with the rate ranges described in Section 3.1 below.

3. Fee Arrangements

3.1 Hourly Rates

The Firm will bill for professional services rendered in connection with this engagement on an hourly basis, at the Firm's standard hourly rates in effect at the time services are rendered. These rates are reviewed and adjusted periodically, with adjustments typically taking effect each January. The current standard hourly rate ranges applicable to the categories of professionals expected to work on this engagement are as follows:

Specific current hourly rates for the named team members identified in Section 2 above, as well as for any other attorneys or professionals assigned to the engagement, are available upon request. The rates set forth above are subject to annual adjustment in the ordinary course. The Firm will provide advance notice to the Company of any rate changes, it being understood that rate adjustments effective in January of a given year apply to services rendered on or after such date.

3.2 Expenses and Disbursements

In addition to professional fees for legal services, the Company will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements may include, without limitation, the following:

(a) Travel expenses (including airfare, hotel accommodations, ground transportation, and meals) incurred in connection with in-person meetings, signing ceremonies, closing activities, and other engagement-related travel;

(b) Document reproduction, printing, and binding costs, including costs associated with SEC EDGAR filing preparation and printing of transaction documents;

(c) Filing fees payable to the SEC, the Delaware Secretary of State, the Cayman Islands Registrar of Companies, Nasdaq, and other governmental authorities in connection with the Transaction, which will be billed at actual cost;

(d) Messenger, courier, and express delivery charges;

(e) Computerized legal research and database charges (including Westmark Data Systems, Sundial Solutions, Cascade Services Inc., and similar services);

(f) Long-distance telephone and videoconferencing charges, to the extent separately identifiable;

(g) Third-party vendor costs, including costs associated with virtual data room hosting, electronic document review platforms, and similar technology tools, to the extent such costs are directly attributable to this engagement; and

(h) Such other costs and disbursements as are customarily incurred in transactions of this nature and are reasonably necessary for the performance of the Firm's services hereunder.

The Firm will exercise reasonable judgment in incurring such expenses and will endeavor to keep costs at levels consistent with efficient and professional service.

3.3 Billing and Payment

The Firm will render invoices for professional fees and expenses on a monthly basis, generally within thirty (30) days following the close of each calendar month. All invoices are due and payable within thirty (30) days of the date of the invoice. Amounts not paid within such period may, at the Firm's discretion, accrue interest at the rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, if lower) from the due date until the date of payment.

Invoices will be directed to:

Ms. Teresa Okafor General Counsel Skybridge Fintech Ltd. 1200 Market Street, Suite 1400 Wilmington, DE 19801

with a copy to:

Mr. Marcus Ellingham Chief Financial Officer Skybridge Fintech Ltd. 1200 Market Street, Suite 1400 Wilmington, DE 19801

Invoices may be delivered in electronic format (PDF) via email, in hard copy, or through such electronic billing system as the Company may designate, and the Firm will endeavor to accommodate the Company's reasonable billing format and submission requirements. Any questions regarding invoices, billing matters, or the status of accrued fees should be directed to Sandra Tung, who may be reached at (212) 558-4217 or stung@calderwoodharkness.com.

3.4 Estimate Disclaimer

While the Firm is unable to predict with certainty the total professional fees and expenses that will be incurred in connection with this engagement — as such amounts will depend on range factors, including the complexity of negotiations, the volume and nature of diligence findings, the level of SEC staff comment activity, the duration of the transaction process, and the resolution of any issues that may arise — the Firm will endeavor to keep the Company informed of the status of fees and accrued costs on a regular basis and will discuss budgetary matters at any time upon request.

We note for reference that the Company's estimated total transaction expenses across all professional advisors (including legal fees, financial advisory fees, accounting and audit fees, insurance costs, SEC and governmental filing fees, Nasdaq listing fees, deferred underwriting compensation, printing costs, and miscellaneous expenses) are expected to be approximately Forty-Two Million Dollars ($42,000,000), as contemplated in preliminary transaction disclosures. The Firm's professional fees and expenses will constitute a portion of that aggregate amount. The foregoing is provided for informational context only and should not be interpreted as a cap, estimate, or commitment regarding C&H's fees in connection with this engagement.

3.5 Retainer. No retainer or advance deposit of fees is required at the inception of this engagement. The Firm reserves the right, however, to request a retainer or advance payment in the event that outstanding invoices remain unpaid beyond the payment terms specified in Section 3.3 above, or in such other circumstances as the Firm may deem appropriate in its reasonable discretion.

4. Client Identity and Conflicts

4.1 Client Identification

The client in this engagement is Skybridge Fintech Ltd. and not any individual officer, director, shareholder, member of management, employee, or affiliate of the Company. This engagement does not create an attorney-client relationship between C&H and any stockholder of Skybridge, including without limitation Harborview Partners, Atlas Horizon Ventures Fund II, LP, or any other institutional or individual investor in the Company. This engagement also does not create an attorney-client relationship between C&H and any member of the Company's management or board of directors in his or her individual capacity, including but not limited to Priya Chandrasekaran, Marcus Ellingham, or any other officer or director. Furthermore, this engagement does not extend to, and does not create any attorney-client or other professional relationship with, Pinnacle, the Sponsor, or any of their respective directors, officers, affiliates, or representatives.

In the event that any individual affiliated with the Company requires personal legal advice (including, by way of example, advice regarding personal tax consequences, personal liability, or individual contractual obligations such as lock-up or non-competition agreements), such individual should retain his or her own independent counsel. The Firm is available to discuss referrals to qualified counsel upon request.

4.2 Conflicts Check

The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct of the State of New York and does not believe, based on such review, that there is any conflict of interest that would preclude or materially limit the Firm's representation of the Company in connection with this engagement. Our conflicts review included a search of the parties to the Transaction, their known affiliates, the Sponsor, and the principal investors in the Company.

In the event that a conflict or potential conflict of interest arises during the course of this engagement — whether as a result of the Firm's other engagements, the involvement of additional parties in the Transaction, or any other circumstance — the Firm will promptly notify the Company and, where applicable, seek appropriate conflict waivers or take such other steps as may be required by the applicable Rules of Professional Conduct. The Company agrees to cooperate in good faith with the Firm in addressing any such conflicts that may arise.

5. Confidentiality

C&H will maintain the confidentiality of all information provided by the Company to the Firm in connection with this engagement, in accordance with the applicable Rules of Professional Conduct and the Firm's policies regarding client confidentiality. The Firm will not disclose such information to any third party without the Company's prior consent, except as may be required or permitted by applicable rules of professional conduct, applicable law, or court order.

The Company acknowledges, however, that in the ordinary course of the Transaction, certain information provided to the Firm will necessarily be shared with, or disclosed to, counterparties (including Pinnacle and its advisors), regulators (including the SEC staff), Nasdaq, governmental authorities, PIPE investors and their counsel, and other parties, in connection with the negotiation and execution of transaction documents, the preparation and filing of SEC filings, responses to regulatory inquiries, the proxy solicitation process, and the consummation of the Transaction. By executing this engagement letter, the Company consents to such disclosures to the extent necessary or advisable in connection with the Transaction, and the Firm will exercise reasonable professional judgment in determining the scope and manner of such disclosures.

Nothing in this engagement letter shall be construed to limit the Company's right to disclose the Firm's advice to its other professional advisors (including Whitfield Royce & Co., Graystone Thornton LLP, and Cedarhurst Advisory Group LLC) as may be necessary for the performance of their respective engagements, provided that such disclosure is made on a confidential basis and in a manner reasonably designed to preserve any applicable attorney-client privilege or work product protection.

6. Document Retention

Upon the conclusion of this engagement, whether by completion of the Transaction, termination of the engagement, or otherwise, the Firm will retain engagement files (including correspondence, memoranda, work product, drafts, and related materials) in accordance with the Firm's standard document retention policies. Client files will be maintained in the Firm's records management system, and the Firm may store such files in electronic format.

Original documents provided by the Company to the Firm during the course of the engagement will be returned to the Company upon written request. In the absence of such a request, original documents may be retained with the engagement files and will be subject to the same retention policies as other engagement materials.

The Firm reserves the right to destroy or dispose of engagement files after a period of ten (10) years from the date of the conclusion of the engagement, without further notice to the Company, unless the Company has previously requested in writing the return of such files or the extension of the retention period. The Company is encouraged to request the return of any original documents or materials that it may need for its own records promptly upon the conclusion of the engagement.

7. Termination

Either party may terminate this engagement at any time upon written notice to the other party. In the event that the Company elects to terminate the engagement, the termination will be effective upon receipt of written notice by the Firm, subject to the Firm's professional obligation to take such steps as are reasonably necessary to avoid prejudice to the Company, including the orderly transfer of files and work product to successor counsel. In the event that the Firm elects to withdraw from the engagement, it will do so in accordance with the applicable Rules of Professional Conduct and will provide the Company with reasonable advance notice and cooperate in the transition to successor counsel.

Upon termination of this engagement for any reason, the Company will remain responsible for the payment of all professional fees and expenses incurred by the Firm through the effective date of termination, in accordance with the billing and payment terms set forth in Section 3 above. The Firm will render a final invoice for all outstanding fees and expenses as promptly as practicable following the effective date of termination.

The Firm's obligations under applicable rules of professional conduct, including without limitation obligations with respect to the confidentiality of client information and the preservation of the attorney-client privilege, will survive the termination of this engagement and will continue in full force and effect in accordance with their terms and applicable law.

8. Governing Law and Dispute Resolution

This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law. This engagement letter constitutes the entire agreement between the Firm and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral, with respect thereto.

Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Company hereunder, including any dispute regarding fees, the scope of the engagement, or the Firm's professional responsibilities, shall be submitted to the exclusive jurisdiction of the state and federal courts located in New York County, New York. Each party hereby irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue therein, including any objection based on forum non conveniens or any similar doctrine. Nothing in this Section shall be construed to limit either party's right to seek interim or conservatory measures from any court of competent jurisdiction.

9. Acknowledgment and Acceptance

We are delighted to have this opportunity to work with the Company and its management team on this important transaction. If the foregoing terms and conditions accurately reflect your understanding of our engagement, please indicate the Company's acceptance by having an authorized representative sign and return the enclosed copy of this letter to the undersigned. A countersigned copy may be returned by hand delivery, overnight courier, or email in PDF format. This letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Please do not hesitate to contact James Prentice at (212) 558-4150 or jprentice@calderwoodharkness.com, or Sandra Tung at (212) 558-4217 or stung@calderwoodharkness.com, if you have any questions regarding the terms of this engagement or any other matter.

We look forward to working with you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: James Prentice

Title: Partner, Mergers & Acquisitions

By: ________

Name: Sandra Tung

Title: Partner, Mergers & Acquisitions

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Skybridge Fintech Ltd., hereby acknowledges receipt of this engagement letter, confirms that she has read and understands the terms and conditions set forth herein, and agrees, on behalf of the Company, to be bound by such terms and conditions.

AGREED AND ACCEPTED:

SKYBRIDGE FINTECH LTD.

By: ________

Name: Teresa Okafor

Title: General Counsel

Date: ________

cc: Priya Chandrasekaran, Chief Executive Officer, Skybridge Fintech Ltd.

cc: Marcus Ellingham, Chief Financial Officer, Skybridge Fintech Ltd.

For the avoidance of doubt, the Client, Skybridge Fintech Ltd., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.

Professional Category	Hourly Rate Range
Partners	$1,450 – $1,850 per hour
Senior Associates (sixth year and above)	$1,050 – $1,250 per hour
Mid-Level Associates (third through fifth year)	$850 – $1,050 per hour
Junior Associates (first and second year)	$650 – $850 per hour
Paralegals / Legal Project Analysts	$350 – $475 per hour

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Counselors at Law 125 Broad Street, 40th Floor New York, NY 10004 Tel: (212) 558-4000
Fax: (212) 558-3588
www.calderwoodharkness.com
January 9, 2025
Ms. Teresa Okafor General Counsel Skybridge Fintech Ltd. 1200 Market Street, Suite 1400 Wilmington, DE 19801
Dear Ms. Okafor:
We are writing to confirm the terms upon which Calderwood & Harkness LLP ("C&H," "the Firm," or "we") has been engaged to represent Skybridge Fintech Ltd. ("Skybridge," "SBF," or the "Company") in connection with the matters described below. We appreciate the opportunity to serve as counsel to the Company and look forward to working with you, your management team, and your other advisors on this important transaction. This letter sets forth the terms and conditions governing our engagement and, upon your execution below, shall constitute a binding agreement between the Firm and the Company.
1. Engagement and Scope of Representation
1.1 Retention Confirmation
Calderwood & Harkness LLP is pleased to confirm its engagement by Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware, in connection with the Company's proposed de-SPAC business combination (the "Transaction") with Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company listed on the Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "PGAC" ("Pinnacle" or "PGAC"). This engagement is effective as of January 9, 2025 (the "Effective Date"). The terms and conditions set forth in this engagement letter shall govern the Firm's representation of the Company for the duration of the engagement, unless modified by a subsequent written agreement signed by both parties.
1.2 Description of the Transaction
Based on discussions with the Company's management and preliminary term sheets exchanged between the parties, it is our understanding that the Transaction is expected to be structured as a business combination in which a newly formed merger subsidiary of Pinnacle will merge with and into Skybridge under the General Corporation Law of the State of Delaware (the "DGCL"), with Skybridge surviving the merger as a wholly owned subsidiary of Pinnacle. In connection with the closing of the Transaction, Pinnacle will domesticate from the Cayman Islands to the State of Delaware by way of a de-registration under the Companies Act (As Revised) of the Cayman Islands and a continuation and domestication under Section 388 of the DGCL, such that, following the closing, the combined company will be a Delaware corporation whose shares of common stock are listed on Nasdaq.
The implied enterprise value of the Company in connection with the Transaction is expected to be approximately Four Hundred Fifty Million Dollars ($450,000,000), subject to customary adjustments and other terms to be set forth in the definitive transaction documentation.
The Transaction will involve, among other things, the negotiation, execution, and delivery of a definitive Business Combination Agreement between the Company, Pinnacle, and the merger subsidiary, together with a range of ancillary agreements and transaction-related documents, including but not limited to private investment in public equity ("PIPE") subscription agreements, a sponsor support agreement, lock-up agreements, a registration rights agreement, an earnout agreement, and other instruments customary in transactions of this nature. The Transaction will further require the preparation and filing of registration statements, proxy statements, and other documents with the U.S. Securities and Exchange Commission (the "SEC"), as well as proxy solicitation activities, Nasdaq listing applications, shareholder approval processes, and the preparation and delivery of related closing deliverables. As is typical in transactions of this type and complexity, the specific structure, terms, and documentation of the Transaction may evolve over the course of the engagement, and the scope of services described herein will be interpreted flexibly to cover those developments, subject to the limitations set forth in Section 1.4 below.
1.3 Scope of Services
C&H will serve as legal counsel to Skybridge in connection with the Transaction. Our representation will include, without limitation, the following services:
(a) Transaction Documentation. Negotiation, drafting, and review of the Business Combination Agreement and all ancillary transaction documents, including but not limited to the merger agreement, disclosure schedules, PIPE subscription agreements, a sponsor support agreement by and among Pinnacle, its sponsor Ridgeway Capital Holdings LLC (the "Sponsor"), and certain other parties, lock-up agreements with Company insiders and certain stockholders, a registration rights agreement for the combined company, an earnout agreement or earnout-related provisions, escrow agreements, and any other agreements necessary or advisable to consummate the Transaction.
(b) Due Diligence. Coordination of due diligence efforts on behalf of the Company, including both (i) the Company's review and analysis of publicly available and non-public information concerning Pinnacle, the SPAC trust account, and the Sponsor (collectively, "SPAC Diligence"), and (ii) defense-side management and coordination of Pinnacle's and its advisors' due diligence review of the Company and its business, operations, contracts, intellectual property, litigation, regulatory compliance, and related matters ("Company Diligence"). In connection with Company Diligence, the Firm will assist in organizing and populating virtual data rooms, coordinating management presentations and expert sessions, and preparing and reviewing responses to diligence requests.
(c) SEC Filings and Regulatory Matters. Preparation, review, and filing of all required SEC filings in connection with the Transaction, including the Registration Statement on Form S-4 (or such other form as may be applicable), the proxy statement/prospectus contained therein, any amendments or supplements thereto, and all related correspondence with the SEC staff, including responses to comment letters. The Firm will also assist with the preparation and filing of Current Reports on Form 8-K, beneficial ownership filings, and other periodic or event-driven filings as may be necessary in connection with the Transaction timeline.
(d) Tax Structuring and Analysis. Tax structuring advice and analysis in connection with the Transaction, to be led by C&H's Tax group, including without limitation: analysis of the qualification of the merger as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); analysis of the U.S. federal income tax consequences of the domestication of Pinnacle from the Cayman Islands to Delaware, including the application of Sections 367(b) and 368(a)(1)(F) of the Code; analysis of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") and any applicable FIRPTA withholding obligations; and the preparation and delivery of related tax opinions as may be required for inclusion in, or delivery in connection with, the Registration Statement on Form S-4 or as closing deliverables. The Firm's Tax group will coordinate with the Company's external tax advisor, Cedarhurst Advisory Group LLC ("Cedarhurst"), on all such matters.
(e) PIPE and Non-Redemption Arrangements. Review and negotiation of PIPE subscription agreements, backstop agreements, non-redemption agreements, forward purchase agreements, and any other financing or investment arrangements to be entered into in connection with the Transaction, including coordination with the Company's financial advisor, Whitfield Royce & Co. ("Whitfield Royce"), regarding the PIPE marketing and investor outreach process.
(f) Corporate Governance. Preparation and review of corporate governance documents for the combined company to take effect upon or following the closing, including the amended and restated certificate of incorporation, amended and restated bylaws, equity incentive plans (including a new equity incentive plan and an employee stock purchase plan, if applicable), form of award agreements, board committee charters, corporate governance guidelines, insider trading policies, and related governance matters.
(g) Advisor Coordination. Coordination and regular communication with Pinnacle's counsel, Ashland Burke & Thayer LLP ("ABT"), the Company's financial advisor, Whitfield Royce, the Company's independent registered public accounting firm, Graystone Thornton LLP ("Graystone"), the Company's external tax advisor, Cedarhurst, and any other third-party advisors engaged by the Company or its counterparties in connection with the Transaction.
(h) Closing Deliverables. Preparation, review, negotiation, and delivery of all closing certificates, secretary's certificates, officer's certificates, payoff letters, FIRPTA certificates, good standing certificates, incumbency certificates, and all other closing deliverables required under the Business Combination Agreement or otherwise customary in transactions of this nature.
(i) Post-Closing Matters. Assistance with post-closing matters, including the preparation and filing of the "Super 8-K" (the Current Report on Form 8-K to be filed within four business days following the closing of the Transaction, reporting the completion of the business combination and containing the financial statements and other information required by Items 2.01, 5.01, 5.02, 5.03, 9.01, and other applicable items of Form 8-K), the assembly and distribution of the closing binder, and such other post-closing filings and administrative matters as may be reasonably necessary to complete the transaction process.
Notwithstanding the foregoing, the scope of this engagement does not include, and C&H has not been retained to provide, the following categories of legal services unless separately agreed in a written amendment or supplement to this engagement letter:
(i) Regulatory licensing matters requiring specialized state-by-state money transmitter or payments regulatory counsel, including any applications for, amendments to, or renewals of money transmitter licenses, virtual currency licenses, or similar authorizations;
(ii) intellectual property prosecution, including patent, trademark, or copyright applications or registrations;
(iii) Employment, labor, and employee benefits matters requiring local or specialized counsel, including ERISA compliance, pension or retirement plan matters, and immigration-related matters; and
(iv) Any litigation, arbitration, or other dispute resolution matters, whether arising in connection with the Transaction or otherwise.
If any such matters arise during the course of the engagement, the Firm will be pleased to discuss the possibility of expanding the scope of our services or recommending qualified specialist counsel, as appropriate.
1.4 Limitations.  C&H is acting solely as legal counsel to the Company in connection with the Transaction. The Firm is not acting as counsel to any other party in connection with the Transaction, including Pinnacle, the Sponsor (Ridgeway Capital Holdings LLC), any PIPE investor, any backstop or non-redemption counterparty, or any individual director or officer of the Company or Pinnacle in his or her personal capacity. The interests of such other parties may differ from, or be adverse to, the interests of the Company, and such parties should obtain their own independent legal counsel.
Furthermore, the Firm does not act as a business advisor, financial advisor, accountant, or investment advisor. The Firm's advice is limited to legal matters. Financial advisory services in connection with the Transaction are being provided by Whitfield Royce & Co., tax advisory services by Cedarhurst Advisory Group LLC, and accounting and audit services by Graystone Thornton LLP. The Company should not rely on the Firm for business, financial, accounting, or investment advice. Any statements or observations that the Firm may make regarding business or financial aspects of the Transaction are offered solely in the context of our legal advice and should not be understood as financial or business advice.
2. Staffing
2.1 Responsible Partner
James Prentice, Partner in C&H's Mergers & Acquisitions group, will serve as the Responsible Partner for this engagement. In that capacity, Mr. Prentice will have overall responsibility for overseeing all aspects of the Firm's representation of the Company in connection with the Transaction and will serve as the primary relationship partner for the engagement. Mr. Prentice has extensive experience in public and private M&A transactions, de-SPAC business combinations, and cross-border mergers, and has advised on numerous transactions in the financial technology sector.
2.2 Billing Partner
Sandra Tung, Partner in C&H's Mergers & Acquisitions group, will serve as the Billing Partner for this engagement. Ms. Tung will be principally responsible for the day-to-day management and coordination of all Transaction workstreams, including the drafting and negotiation of the Business Combination Agreement and ancillary deal documentation, the preparation of SEC filings, and the management of the transaction timeline and closing process. Ms. Tung will also be the primary point of contact for all billing and invoice-related matters.
2.3 Additional Team Members
The following additional attorneys will be assigned to the engagement on a regular basis:
•  Naomi Petersen, Associate, Mergers & Acquisitions group — Ms. Petersen will serve as the Lead Associate on the engagement and will be responsible for managing the day-to-day due diligence process, drafting and reviewing ancillary transaction agreements, preparing and coordinating SEC comment letter responses, and assisting with the preparation of the Registration Statement on Form S-4 and related proxy materials.
•  Ryan Kowalski, Associate, Mergers & Acquisitions group — Mr. Kowalski will serve as a Working Associate on the engagement and will support the due diligence effort, manage the closing checklist and closing binder process, assist in the preparation and assembly of closing deliverables, and perform research and analysis as directed by the senior members of the deal team.
•  Leonard Cross, Partner, Tax group — Mr. Cross will serve as the Specialist Partner leading all tax structuring work in connection with the Transaction, including the analysis of the qualification of the merger under Section 368(a) of the Code, the analysis of the domestication tax consequences under Sections 367(b) and 368(a)(1)(F) of the Code, FIRPTA analysis, and the preparation and delivery of related tax opinions. Mr. Cross will coordinate directly with the Company's external tax advisor, Cedarhurst Advisory Group LLC, on all tax-related matters.
2.4 Additional Resources
From time to time, additional attorneys and professionals from C&H's Mergers & Acquisitions, Capital Markets, Tax, Corporate Governance, intellectual Property, Executive Compensation and Benefits, and other practice groups may be assigned to work on this engagement as the needs of the Transaction require. The Firm will endeavor to keep the Company informed of material staffing changes and to maintain consistency in the core deal team to the extent practicable. The billing rates of any such additional attorneys will be consistent with the rate ranges described in Section 3.1 below.
3. Fee Arrangements
3.1 Hourly Rates
The Firm will bill for professional services rendered in connection with this engagement on an hourly basis, at the Firm's standard hourly rates in effect at the time services are rendered. These rates are reviewed and adjusted periodically, with adjustments typically taking effect each January. The current standard hourly rate ranges applicable to the categories of professionals expected to work on this engagement are as follows:
Specific current hourly rates for the named team members identified in Section 2 above, as well as for any other attorneys or professionals assigned to the engagement, are available upon request. The rates set forth above are subject to annual adjustment in the ordinary course. The Firm will provide advance notice to the Company of any rate changes, it being understood that rate adjustments effective in January of a given year apply to services rendered on or after such date.
3.2 Expenses and Disbursements
In addition to professional fees for legal services, the Company will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements may include, without limitation, the following:
(a) Travel expenses (including airfare, hotel accommodations, ground transportation, and meals) incurred in connection with in-person meetings, signing ceremonies, closing activities, and other engagement-related travel;
(b) Document reproduction, printing, and binding costs, including costs associated with SEC EDGAR filing preparation and printing of transaction documents;
(c) Filing fees payable to the SEC, the Delaware Secretary of State, the Cayman Islands Registrar of Companies, Nasdaq, and other governmental authorities in connection with the Transaction, which will be billed at actual cost;
(d) Messenger, courier, and express delivery charges;
(e) Computerized legal research and database charges (including Westmark Data Systems, Sundial Solutions, Cascade Services Inc., and similar services);
(f) Long-distance telephone and videoconferencing charges, to the extent separately identifiable;
(g) Third-party vendor costs, including costs associated with virtual data room hosting, electronic document review platforms, and similar technology tools, to the extent such costs are directly attributable to this engagement; and
(h) Such other costs and disbursements as are customarily incurred in transactions of this nature and are reasonably necessary for the performance of the Firm's services hereunder.
The Firm will exercise reasonable judgment in incurring such expenses and will endeavor to keep costs at levels consistent with efficient and professional service.
3.3 Billing and Payment
The Firm will render invoices for professional fees and expenses on a monthly basis, generally within thirty (30) days following the close of each calendar month. All invoices are due and payable within thirty (30) days of the date of the invoice. Amounts not paid within such period may, at the Firm's discretion, accrue interest at the rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, if lower) from the due date until the date of payment.
Invoices will be directed to:
Ms. Teresa Okafor General Counsel Skybridge Fintech Ltd. 1200 Market Street, Suite 1400 Wilmington, DE 19801
with a copy to:
Mr. Marcus Ellingham Chief Financial Officer Skybridge Fintech Ltd. 1200 Market Street, Suite 1400 Wilmington, DE 19801
Invoices may be delivered in electronic format (PDF) via email, in hard copy, or through such electronic billing system as the Company may designate, and the Firm will endeavor to accommodate the Company's reasonable billing format and submission requirements. Any questions regarding invoices, billing matters, or the status of accrued fees should be directed to Sandra Tung, who may be reached at (212) 558-4217 or stung@calderwoodharkness.com.
3.4 Estimate Disclaimer
While the Firm is unable to predict with certainty the total professional fees and expenses that will be incurred in connection with this engagement — as such amounts will depend on range factors, including the complexity of negotiations, the volume and nature of diligence findings, the level of SEC staff comment activity, the duration of the transaction process, and the resolution of any issues that may arise — the Firm will endeavor to keep the Company informed of the status of fees and accrued costs on a regular basis and will discuss budgetary matters at any time upon request.
We note for reference that the Company's estimated total transaction expenses across all professional advisors (including legal fees, financial advisory fees, accounting and audit fees, insurance costs, SEC and governmental filing fees, Nasdaq listing fees, deferred underwriting compensation, printing costs, and miscellaneous expenses) are expected to be approximately Forty-Two Million Dollars ($42,000,000), as contemplated in preliminary transaction disclosures. The Firm's professional fees and expenses will constitute a portion of that aggregate amount. The foregoing is provided for informational context only and should not be interpreted as a cap, estimate, or commitment regarding C&H's fees in connection with this engagement.
3.5 Retainer.  No retainer or advance deposit of fees is required at the inception of this engagement. The Firm reserves the right, however, to request a retainer or advance payment in the event that outstanding invoices remain unpaid beyond the payment terms specified in Section 3.3 above, or in such other circumstances as the Firm may deem appropriate in its reasonable discretion.
4. Client Identity and Conflicts
4.1 Client Identification
The client in this engagement is Skybridge Fintech Ltd. and not any individual officer, director, shareholder, member of management, employee, or affiliate of the Company. This engagement does not create an attorney-client relationship between C&H and any stockholder of Skybridge, including without limitation Harborview Partners, Atlas Horizon Ventures Fund II, LP, or any other institutional or individual investor in the Company. This engagement also does not create an attorney-client relationship between C&H and any member of the Company's management or board of directors in his or her individual capacity, including but not limited to Priya Chandrasekaran, Marcus Ellingham, or any other officer or director. Furthermore, this engagement does not extend to, and does not create any attorney-client or other professional relationship with, Pinnacle, the Sponsor, or any of their respective directors, officers, affiliates, or representatives.
In the event that any individual affiliated with the Company requires personal legal advice (including, by way of example, advice regarding personal tax consequences, personal liability, or individual contractual obligations such as lock-up or non-competition agreements), such individual should retain his or her own independent counsel. The Firm is available to discuss referrals to qualified counsel upon request.
4.2 Conflicts Check
The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct of the State of New York and does not believe, based on such review, that there is any conflict of interest that would preclude or materially limit the Firm's representation of the Company in connection with this engagement. Our conflicts review included a search of the parties to the Transaction, their known affiliates, the Sponsor, and the principal investors in the Company.
In the event that a conflict or potential conflict of interest arises during the course of this engagement — whether as a result of the Firm's other engagements, the involvement of additional parties in the Transaction, or any other circumstance — the Firm will promptly notify the Company and, where applicable, seek appropriate conflict waivers or take such other steps as may be required by the applicable Rules of Professional Conduct. The Company agrees to cooperate in good faith with the Firm in addressing any such conflicts that may arise.
5. Confidentiality
C&H will maintain the confidentiality of all information provided by the Company to the Firm in connection with this engagement, in accordance with the applicable Rules of Professional Conduct and the Firm's policies regarding client confidentiality. The Firm will not disclose such information to any third party without the Company's prior consent, except as may be required or permitted by applicable rules of professional conduct, applicable law, or court order.
The Company acknowledges, however, that in the ordinary course of the Transaction, certain information provided to the Firm will necessarily be shared with, or disclosed to, counterparties (including Pinnacle and its advisors), regulators (including the SEC staff), Nasdaq, governmental authorities, PIPE investors and their counsel, and other parties, in connection with the negotiation and execution of transaction documents, the preparation and filing of SEC filings, responses to regulatory inquiries, the proxy solicitation process, and the consummation of the Transaction. By executing this engagement letter, the Company consents to such disclosures to the extent necessary or advisable in connection with the Transaction, and the Firm will exercise reasonable professional judgment in determining the scope and manner of such disclosures.
Nothing in this engagement letter shall be construed to limit the Company's right to disclose the Firm's advice to its other professional advisors (including Whitfield Royce & Co., Graystone Thornton LLP, and Cedarhurst Advisory Group LLC) as may be necessary for the performance of their respective engagements, provided that such disclosure is made on a confidential basis and in a manner reasonably designed to preserve any applicable attorney-client privilege or work product protection.
6. Document Retention
Upon the conclusion of this engagement, whether by completion of the Transaction, termination of the engagement, or otherwise, the Firm will retain engagement files (including correspondence, memoranda, work product, drafts, and related materials) in accordance with the Firm's standard document retention policies. Client files will be maintained in the Firm's records management system, and the Firm may store such files in electronic format.
Original documents provided by the Company to the Firm during the course of the engagement will be returned to the Company upon written request. In the absence of such a request, original documents may be retained with the engagement files and will be subject to the same retention policies as other engagement materials.
The Firm reserves the right to destroy or dispose of engagement files after a period of ten (10) years from the date of the conclusion of the engagement, without further notice to the Company, unless the Company has previously requested in writing the return of such files or the extension of the retention period. The Company is encouraged to request the return of any original documents or materials that it may need for its own records promptly upon the conclusion of the engagement.
7. Termination
Either party may terminate this engagement at any time upon written notice to the other party. In the event that the Company elects to terminate the engagement, the termination will be effective upon receipt of written notice by the Firm, subject to the Firm's professional obligation to take such steps as are reasonably necessary to avoid prejudice to the Company, including the orderly transfer of files and work product to successor counsel. In the event that the Firm elects to withdraw from the engagement, it will do so in accordance with the applicable Rules of Professional Conduct and will provide the Company with reasonable advance notice and cooperate in the transition to successor counsel.
Upon termination of this engagement for any reason, the Company will remain responsible for the payment of all professional fees and expenses incurred by the Firm through the effective date of termination, in accordance with the billing and payment terms set forth in Section 3 above. The Firm will render a final invoice for all outstanding fees and expenses as promptly as practicable following the effective date of termination.
The Firm's obligations under applicable rules of professional conduct, including without limitation obligations with respect to the confidentiality of client information and the preservation of the attorney-client privilege, will survive the termination of this engagement and will continue in full force and effect in accordance with their terms and applicable law.
8. Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law. This engagement letter constitutes the entire agreement between the Firm and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral, with respect thereto.
Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Company hereunder, including any dispute regarding fees, the scope of the engagement, or the Firm's professional responsibilities, shall be submitted to the exclusive jurisdiction of the state and federal courts located in New York County, New York. Each party hereby irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue therein, including any objection based on forum non conveniens or any similar doctrine. Nothing in this Section shall be construed to limit either party's right to seek interim or conservatory measures from any court of competent jurisdiction.
9. Acknowledgment and Acceptance
We are delighted to have this opportunity to work with the Company and its management team on this important transaction. If the foregoing terms and conditions accurately reflect your understanding of our engagement, please indicate the Company's acceptance by having an authorized representative sign and return the enclosed copy of this letter to the undersigned. A countersigned copy may be returned by hand delivery, overnight courier, or email in PDF format. This letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
Please do not hesitate to contact James Prentice at (212) 558-4150 or jprentice@calderwoodharkness.com, or Sandra Tung at (212) 558-4217 or stung@calderwoodharkness.com, if you have any questions regarding the terms of this engagement or any other matter.
We look forward to working with you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: James Prentice
Title: Partner, Mergers & Acquisitions
By: ________
Name: Sandra Tung
Title: Partner, Mergers & Acquisitions
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Skybridge Fintech Ltd., hereby acknowledges receipt of this engagement letter, confirms that she has read and understands the terms and conditions set forth herein, and agrees, on behalf of the Company, to be bound by such terms and conditions.
AGREED AND ACCEPTED:
SKYBRIDGE FINTECH LTD.
By: ________
Name: Teresa Okafor
Title: General Counsel
Date: ________
cc: Priya Chandrasekaran, Chief Executive Officer, Skybridge Fintech Ltd.
cc: Marcus Ellingham, Chief Financial Officer, Skybridge Fintech Ltd.
For the avoidance of doubt, the Client, Skybridge Fintech Ltd., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.
Professional Category | Hourly Rate Range
Partners | $1,450 – $1,850 per hour
Senior Associates (sixth year and above) | $1,050 – $1,250 per hour
Mid-Level Associates (third through fifth year) | $850 – $1,050 per hour
Junior Associates (first and second year) | $650 – $850 per hour
Paralegals / Legal Project Analysts | $350 – $475 per hour

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

AGREED AND ACCEPTED:

SKYBRIDGE FINTECH LTD.

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