1009-00005 · Skybridge Fintech Ltd · Engagement

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Lexington Avenue New York, NY 10017 Telephone: (212) 555-7800 Facsimile: (212) 555-7801 www.calderwoodharkness.com

January 25, 2024

Skybridge Fintech Ltd.

Attention: Tomás Reyes, General Counsel

1400 Market Street, Suite 1210 Wilmington, DE 19801

Re: Engagement of Calderwood & Harkness LLP as Issuer's Counsel — Consumer Receivables Securitization by SkyLend Receivables Trust 2024-1 Matter No.: 1009-00005

Dear Mr. Reyes:

We are writing to set forth the terms upon which Calderwood & Harkness LLP will represent Skybridge Fintech Ltd. in connection with the proposed consumer receivables securitization transaction described below. This engagement letter (this "Letter") is intended to memorialize the understanding between our firm and Skybridge Fintech Ltd. regarding the scope of our representation, the terms of our engagement, and our respective obligations. We ask that you review this Letter carefully and, if the terms are acceptable, execute and return a copy to our office at your earliest convenience.

1. Engagement and Scope of Representation

Calderwood & Harkness LLP ("C&H," "we," or the "Firm") is pleased to confirm our engagement by Skybridge Fintech Ltd., a Delaware corporation ("SBF," "Skybridge," or the "Client"), to serve as issuer's counsel in connection with a proposed $200,000,000 securitization of consumer receivables (the "Transaction"). We appreciate the confidence that Skybridge and its management team have placed in our firm, and we look forward to working with you on this important initiative.

The Transaction will involve the issuance of asset-backed notes by SkyLend Receivables Trust 2024-1, a Delaware statutory trust (the "Trust" or "SRT 2024-1"), secured by a pool of unsecured consumer installment-loan receivables originated by Skybridge through its SkyLend platform. As currently contemplated, the receivables will be sold by Skybridge to SkyLend Funding LLC, a wholly owned special-purpose subsidiary of Skybridge serving as the depositor (the "Depositor"), which will in turn transfer the receivables to the Trust. The Trust will issue asset-backed notes to fund the acquisition of the receivables pool.

The notes are expected to be offered and sold in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), Rule 144A thereunder to qualified institutional buyers within the United States, and Regulation S for offers and sales to non-U.S. purchasers outside the United States. No registration of the notes under the Securities Act or any state securities laws is currently contemplated.

Based on our discussions to date, the anticipated capital structure of the Transaction is as follows:

The foregoing capital structure is preliminary and may be adjusted based on rating agency feedback, market conditions, and the results of due diligence and structural analysis. We understand that the final capital structure, including any adjustments to tranche sizes, credit enhancement levels, and waterfall mechanics, will be determined in consultation with the lead underwriter / initial purchaser, Halcyon Securities LLC ("Halcyon"), the rating agencies, and the Client.

1.1 Specific Services

Our representation will include, but not be limited to, the following services:

(a) Formation and Structuring of Special-Purpose Entities. Formation and structuring of the special-purpose entities involved in the Transaction, including SkyLend Funding LLC (the "Depositor") and SkyLend Receivables Trust 2024-1 (the "Trust"), and preparation of related organizational documents, including certificates of formation, limited liability company operating agreements, trust agreements, and all necessary state filings. We will advise on the structuring of these entities to satisfy bankruptcy-remoteness requirements, including separateness covenants, independent-director or independent-manager provisions, and restrictions on activities and indebtedness, as applicable.

(b) Drafting and Negotiation of Core Transaction Documents. Drafting and negotiation of the core transaction documents governing the securitization, including the following:

(i) the Indenture, to be entered into between the Trust and Atlantic Fiduciary Services, Inc., as indenture trustee (the "Indenture Trustee"), governing the terms of the notes, including payment priorities, events of default, remedies, and reporting requirements;

(ii) the Receivables Purchase Agreement, to be entered into between Skybridge (as originator) and SkyLend Funding LLC (as Depositor), governing the sale of receivables from the originator to the Depositor;

(iii) the Sale and Servicing Agreement, to be entered into among the Trust, the Depositor, the Servicer, and the Indenture Trustee, governing the transfer of receivables from the Depositor to the Trust and the servicing of the receivables;

(iv) the Administration Agreement, to be entered into between the Trust and the administrator, governing the administration of the Trust's affairs;

(v) the Account Control Agreement(s), to be entered into among the Trust, the Indenture Trustee, and the relevant depository bank(s), governing the establishment, maintenance, and control of the Trust's collection accounts, reserve accounts, and other transaction accounts;

(vi) the Custodial Agreement, to be entered into between the Trust and the custodian, governing the custody and safekeeping of receivable files and related documents; and

(vii) any backup servicing arrangements, including any backup servicing agreement to be entered into with a backup servicer, to the extent applicable.

(c) Preliminary Purchase Agreement. Drafting and negotiation of the Preliminary Purchase Agreement (initial purchaser agreement) with the lead underwriter / initial purchaser, Halcyon Securities LLC, setting forth the terms and conditions upon which Halcyon will purchase the notes for resale to eligible investors.

(d) Offering Documents. Preparation of the Preliminary Offering Memorandum and the Final Offering Memorandum (collectively, the "Offering Memorandum"), including all exhibits, appendices, and supplements thereto, describing the Transaction, the receivables pool, the originator, the servicer, the credit enhancement structure, risk factors, and such other matters as are customary for a transaction of this type.

(e) Legal Opinions and Negative Assurance Letters. Preparation and delivery of legal opinions, including: (i) true-sale opinions with respect to the transfer of receivables from the originator to the Depositor and from the Depositor to the Trust; (ii) non-consolidation opinions regarding the bankruptcy-remoteness of the Depositor and the Trust; (iii) security-interest opinions regarding the perfection and priority of the security interest granted to the Indenture Trustee under the Indenture; (iv) tax opinions and/or tax memoranda regarding the characterization of the Trust for federal income tax purposes; and (v) 10b-5 / negative assurance letters to be delivered to Halcyon in connection with the offering.

(f) Rating Agency Coordination. Coordination with the rating agencies engaged by the Client in connection with the Transaction, currently expected to be Meridian Credit Ratings, Inc. and Carrollton Ratings Group LLC (each, a "Rating Agency"), including preparation of legal and structural presentation materials for rating-agency meetings, response to rating-agency information requests, and review of pre-sale reports, rating letters, and any related correspondence.

(g) Due Diligence. Due diligence on the Client's loan-origination practices, underwriting guidelines, servicing oversight, and regulatory compliance, to the extent relevant to the Transaction and the preparation of the Offering Memorandum and related transaction documents. This due diligence will include review of the Client's policies and procedures, sample loan files, origination and servicing agreements, technology systems documentation, and compliance materials, as well as discussions with Client personnel and advisors.

(h) Auditor Coordination. Coordination with the Client's independent auditor, Rowland & Cross LLP, regarding agreed-upon procedures letters, comfort letters, and any other audit-related deliverables required in connection with the offering and closing of the Transaction.

(i) Trustee Coordination. Coordination with the owner trustee (Keymark Trust Company, N.A.) and the indenture trustee (Atlantic Fiduciary Services, Inc.) regarding their respective trust agreements, indenture provisions, fee arrangements, and closing deliverables.

(j) Servicing Arrangements. Review of and comment on the servicing and sub-servicing arrangements with Clearview Loan Servicing, Inc. (the "Servicer" or "Sub-Servicer"), including review of any servicing agreement, sub-servicing agreement, or related arrangements, and analysis of the Servicer's performance obligations, reporting requirements, termination provisions, and related matters.

(k) Closing Deliverables. Preparation of board resolutions, secretary's certificates, officer's certificates, incumbency certificates, and other closing deliverables required in connection with the Transaction, including preparation of closing checklists, closing memoranda, and post-closing document compilations.

(l) Printing and Filing Agent Coordination. Coordination with Donnovan Press LLC or other printers and filing agents in connection with EDGAR filings (if applicable), document production, typesetting, and distribution of the Offering Memorandum and other transaction materials.

(m) General Advice and Counsel. General advice and counsel as issuer's counsel through closing of the Transaction, including advice on legal issues arising in connection with the structuring, marketing, and closing of the Transaction and related matters.

1.2 Limitations on Scope

The scope of this engagement is limited to the services described in Section 1.1 above, subject to the following express limitations:

(a) This engagement does not include representation of the Client in any litigation, regulatory investigation, enforcement proceeding, governmental inquiry, or similar adversarial proceeding, whether or not related to the Transaction, unless separately agreed in writing between the Firm and the Client.

(b) This engagement does not include advice on state lending-license compliance, consumer-protection matters (including, without limitation, compliance with the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Debt Collection Practices Act, state usury laws, or similar statutes and regulations), or other regulatory matters unrelated to the securitization, except to the extent necessary for due diligence and disclosure in the Offering Memorandum.

(c) We are not engaged to provide tax advice to any noteholder, investor, or other party other than the Client. Any tax opinions or memoranda delivered in connection with the Transaction will be limited to the matters expressly addressed therein and will be subject to customary assumptions, qualifications, and limitations.

(d) We do not represent and will not serve as counsel to the Depositor, the Trust, or any trustee, servicer, or other transaction party in their individual capacities. Our representation is limited to the Client, Skybridge Fintech Ltd., as described in Section 3 below.

Any services requested by the Client that fall outside the scope of this engagement will be subject to separate agreement between the Firm and the Client, including agreement on the terms, fees, and staffing for such additional services.

2. Engagement Team

The following attorneys will be primarily responsible for this engagement:

Theodore Langston will serve as the day-to-day lead for the capital markets phase of the engagement and will be the primary point of contact for the Client on all transaction matters, including document drafting and negotiation, structuring questions, rating agency coordination, and closing logistics. Mr. Langston can be reached at 425 Lexington Avenue, New York, NY 10017; by telephone at (212) 555-7845; or by email at tlangston@calderwoodharkness.com.

Linda Osei will serve as the overall responsible partner for the engagement and will oversee the strategic direction and quality of the Firm's work product. Ms. Osei will be available for consultation on significant issues and will participate in key meetings, negotiations, and opinion deliveries as appropriate.

Patrick Gallagher, as lead associate, will be responsible for the day-to-day drafting, research, and coordination of the transaction documents, due diligence, and closing deliverables. Simone Laroche will assist Mr. Gallagher in all aspects of the engagement.

Additional attorneys, including partners, counsel, and associates from our Capital Markets, Structured Finance, Tax, and Litigation practices, may be assigned to the matter from time to time as the needs of the engagement require. The Client will be informed of any material changes to the composition of the engagement team. All inquiries regarding the engagement should be directed to Theodore Langston in the first instance.

3. Client Identification

Our client in this engagement is Skybridge Fintech Ltd. only. We do not represent, and this engagement does not create an attorney-client relationship with, any affiliate, subsidiary, parent, officer, director, employee, equity holder, or agent of Skybridge Fintech Ltd., including without limitation Pinnacle Growth Equity Partners, LP (or any fund, general partner, or limited partner thereof), SkyLend Funding LLC, SkyLend Receivables Trust 2024-1, Keymark Trust Company, N.A. (as owner trustee), Atlantic Fiduciary Services, Inc. (as indenture trustee), Clearview Loan Servicing, Inc. (as servicer or sub-servicer), Halcyon Securities LLC (as initial purchaser), or any other transaction party. Nothing in this Letter or in our performance of services hereunder shall be construed to create an attorney-client relationship between the Firm and any person or entity other than Skybridge Fintech Ltd.

We understand that Tomás Reyes, General Counsel of Skybridge Fintech Ltd., will serve as the primary client contact and will be authorized to provide instructions and direction on behalf of the Client in connection with this engagement, subject to any authorizations, limitations, or resolutions adopted by the Client's Board of Directors. We will be entitled to rely on instructions received from Mr. Reyes (or his designee, upon written notice to the Firm) without further inquiry, unless we have reason to believe that such instructions are inconsistent with the Client's interests or applicable law.

4. Fees and Billing

4.1 Hourly Rates

Our fees for this engagement will be calculated on an hourly basis at the Firm's then-current standard rates for the attorneys and other professionals who perform services on the matter. Our current standard hourly rates are as follows:

Partners: $1,250 – $1,575 per hour Associates: $725 – $925 per hour Paralegals and Legal Assistants: $350 – $500 per hour

The specific current hourly rates for the named engagement team members are as follows:

These rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each year. The Client will be notified in advance of any rate changes. Rate changes will apply to services rendered on and after the effective date of the change. The rates of additional attorneys or professionals who may be assigned to the matter from time to time will be communicated to the Client upon request.

Paralegal and legal assistant time will be billed at rates ranging from $350 to $500 per hour, depending on the experience and specialization of the individual.

4.2 Fee Estimate

Based on our current understanding of the scope, complexity, and anticipated timeline of the Transaction, we estimate that our total fees for the capital markets phase of this engagement (through and including the closing of the Transaction) will be approximately $850,000. This estimate reflects the professional fees of the attorneys and other professionals expected to work on the engagement and is based on a number of assumptions, including the following:

(i) the Transaction closes within the currently contemplated timeline (anticipated closing in or around the second quarter of 2024);

(ii) there are no material changes to the structure, capital structure, parties, or other fundamental terms of the Transaction from those described in Section 1 above;

(iii) negotiations with Halcyon Securities LLC (as initial purchaser) and other transaction counterparties proceed on a customary and commercially reasonable basis, without protracted or adversarial negotiations;

(iv) no material issues arise during due diligence, the rating-agency process, or the marketing period that require significant additional legal work, structural modifications, or supplemental disclosure; and

(v) no material changes in applicable law, regulation, or market conditions occur that require significant restructuring or additional analysis.

This estimate is provided for informational and budgeting purposes only and does not constitute a cap, a fixed fee, a maximum fee, or a guarantee of total fees. Actual fees may be higher or lower depending on the actual time required to complete the engagement, the complexity of the issues encountered, and other factors that cannot be predicted with certainty at this time. We will endeavor to keep the Client informed of the status of fees incurred as the engagement progresses and will notify the Client promptly if we anticipate that actual fees will materially exceed the estimate.

The fee estimate set forth above does not include any fees that may be incurred in connection with post-closing matters, amendments, waivers, consents, additional issuances or tap offerings, litigation, disputes, regulatory inquiries, or any other matters arising after the initial closing of the Transaction. Any such post-closing matters will be subject to separate fee arrangements as agreed between the Firm and the Client.

4.3 Disbursements and Expenses

In addition to professional fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Such expenses and disbursements include, but are not limited to, the following:

• Travel expenses (including airfare, ground transportation, lodging, and meals) incurred in connection with meetings, due diligence sessions, rating-agency presentations, closings, and other engagement-related travel;

• Filing fees and recording charges;

• Messenger and courier charges;

• Computerized legal research charges (e.g., Westmark Data Systems, Sundial Solutions, Cascade Services Inc.);

• Photocopying, scanning, and document reproduction charges;

• Printing and binding costs;

• Long-distance telephone charges and conference call services;

• Postage and overnight delivery charges; and

• Any other costs or expenses reasonably incurred in connection with the engagement.

Third-party costs, such as fees of filing agents, document printers (e.g., Donnovan Press LLC), overnight delivery services, and similar expenses, will be passed through to the Client at cost without markup. To the extent that the Firm is required to advance significant third-party costs (in excess of $10,000 in the aggregate) on the Client's behalf, the Firm reserves the right to request reimbursement or advance payment of such costs prior to incurring the expense.

4.4 Billing and Payment

We will submit invoices on a monthly basis, reflecting professional fees earned and disbursements incurred during the preceding calendar month. Invoices are due and payable within thirty (30) days of the invoice date. Invoices will include reasonable detail regarding the services performed (including a description of the work performed, the identity of the timekeepers, the hours worked, and the applicable rates) and the disbursements incurred. The level of detail provided will comply with applicable professional responsibility rules and the Client's reasonable requirements.

The billing partner for this engagement is Theodore Langston. All billing inquiries should be directed to Mr. Langston at the contact information set forth in Section 2 above.

In the event that any invoice remains unpaid for more than sixty (60) days following the invoice date, the Firm reserves the right, upon reasonable written notice to the Client, to suspend or withdraw from the engagement in accordance with applicable rules of professional conduct. Unpaid balances may bear interest at the rate of one percent (1%) per month (or the maximum rate permitted by applicable law, whichever is less), accruing from the date such payment became due.

5. Retainer

No retainer or advance deposit is required at the commencement of this engagement. The Firm reserves the right to request a retainer or advance deposit at any time during the engagement if, in the Firm's reasonable judgment, circumstances warrant, including but not limited to significant changes in the scope of the engagement, material increases in anticipated fees or expenses, or concerns regarding the Client's ability to meet its payment obligations. Any retainer or advance deposit received will be applied against outstanding invoices in accordance with applicable rules of professional conduct and will be returned to the Client to the extent not applied upon conclusion of the engagement.

6. Conflicts of Interest

The Firm has conducted a conflicts check in connection with this engagement and, based on the information currently available to us, is not aware of any conflict of interest that would prevent us from undertaking this engagement in accordance with the New York Rules of Professional Conduct.

The Client acknowledges that Calderwood & Harkness LLP is a large law firm with a diverse client base and that the Firm currently represents, and may in the future represent, other clients in matters that are unrelated to this engagement and that may be adverse to the Client or its affiliates. The Client hereby consents to the Firm's continued representation of such other clients in matters that are not substantially related to this engagement, provided that the Firm does not use any confidential information of the Client in connection with such other representations.

In the event that a conflict of interest arises during the course of this engagement, including any conflict arising from the Firm's representation of other clients, the Firm will promptly notify the Client and take appropriate steps to address the conflict in accordance with the applicable rules of professional conduct, which may include seeking an informed written consent or waiver from the affected parties or, if the conflict is not waivable, withdrawing from the engagement.

7. Confidentiality

All information provided to the Firm by the Client in connection with this engagement, whether oral, written, or electronic, will be treated as confidential and will be used solely for the purposes of providing legal services in connection with this engagement. The Firm will maintain appropriate safeguards to protect the confidentiality of such information, consistent with the Firm's internal policies and procedures and applicable professional responsibility obligations.

The Firm will not disclose confidential information to any third party without the Client's prior written consent, except as required by law, court order, or subpoena, or as necessary in connection with the Transaction (e.g., in connection with the delivery of legal opinions, certificates, closing documents, or filings prepared and delivered with the Client's authorization). In the event that the Firm receives a request or demand from a third party for disclosure of confidential information, the Firm will, to the extent practicable and permitted by law, promptly notify the Client and cooperate with the Client in seeking appropriate protective measures.

The obligations set forth in this Section 7 shall survive the termination or conclusion of this engagement.

8. Document Retention

Following the conclusion of this engagement, the Firm will retain client files and documents (including both paper and electronic files) in accordance with the Firm's standard document retention policies, as may be amended from time to time. Under the Firm's current policy, engagement files are generally retained for a period of ten (10) years following the conclusion of the engagement, after which the Firm may destroy or dispose of such files without further notice to the Client, unless the Client requests return or continued retention.

The Client may request the return of original documents at any time during or after the engagement. Upon such request, the Firm will make reasonable efforts to locate and return such original documents promptly, subject to any applicable legal hold obligations or other restrictions.

9. Termination

Either the Client or the Firm may terminate this engagement at any time, with or without cause, upon written notice to the other party. Any termination by the Firm will be conducted in accordance with the applicable rules of professional conduct, including any requirements regarding court approval of withdrawal in pending proceedings.

Upon termination of this engagement for any reason:

(a) The Client will remain responsible for the payment of all fees earned and expenses incurred by the Firm through the effective date of termination, including any fees for services rendered and expenses incurred in connection with the transition of the matter to successor counsel.

(b) The Firm will cooperate in the orderly transition of the matter to successor counsel designated by the Client, including the prompt transfer of relevant files and documents (subject to any applicable lien rights) and reasonable consultation with successor counsel to facilitate continuity of the representation.

(c) The Firm will have no further obligation to perform services in connection with this engagement following the effective date of termination, except as required by applicable rules of professional conduct.

10. Limitation of Liability

To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client in connection with this engagement, whether arising in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with this engagement, except in cases of the Firm's willful misconduct or gross negligence. This limitation of liability applies to all claims arising out of or relating to the services provided under this engagement, including without limitation claims for errors, omissions, negligence, or breach of fiduciary duty.

The Client acknowledges that this limitation of liability is a material term of this engagement and has been taken into account in establishing the fee arrangements set forth in Section 4 above. The Client further acknowledges that the Firm shall not be liable for any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with this engagement, regardless of whether such damages were foreseeable or whether the Firm was advised of the possibility thereof.

Nothing in this Section 10 shall be construed to limit the Firm's obligations under applicable rules of professional conduct or to waive any non-waivable rights of the Client under applicable law.

11. Governing Law and Dispute Resolution

This Letter and the relationship between the Firm and the Client arising out of or in connection with this engagement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this engagement, this Letter, or the services provided hereunder, including any dispute regarding the Firm's fees or the scope of the engagement, shall be submitted to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City and County of New York, State of New York. Each party irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue or any claim of inconvenient forum.

12. Entire Agreement; Amendments

This Letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of this engagement and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter hereof. No representations, warranties, or commitments have been made by either party with respect to the subject matter of this engagement except as expressly set forth in this Letter.

This Letter may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each party. No waiver of any provision of this Letter shall be effective unless made in writing and signed by the party granting the waiver, and no waiver shall constitute a waiver of any other provision or of the same provision on any other occasion.

13. Acceptance

We respectfully request that you review this Letter carefully and, if the terms set forth herein are acceptable to Skybridge Fintech Ltd., confirm your agreement by having an authorized representative of the Client countersign this Letter in the space provided below and return a fully executed copy to our office at the address set forth above. A copy may also be returned by email to Theodore Langston at tlangston@calderwoodharkness.com.

The Firm will commence work on this engagement upon receipt of the Client's signed acceptance of this Letter. In the interim, if you have any questions regarding the terms of this engagement or wish to discuss any aspect of this Letter, please do not hesitate to contact Theodore Langston or Linda Osei.

We are delighted to have the opportunity to work with Skybridge Fintech Ltd. on this transaction and look forward to a productive engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Theodore Langston

Title: Partner

Date: January 25, 2024

By: ________

Name: Linda Osei

Title: Partner

Date: January 25, 2024

Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017

AGREED AND ACCEPTED:

SKYBRIDGE FINTECH LTD.

By: ________

Name: Tomás Reyes

Title: General Counsel

Date: ________

EIN: 84-3291076

Address:

1400 Market Street, Suite 1210 Wilmington, DE 19801

cc: Arun Mehta, Chief Executive Officer, Skybridge Fintech Ltd. cc: Danielle Prescott, 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.

Tranche	Description	Principal Amount	Percentage of Total
Class A Notes	Senior Tranche	$170,000,000	85%
Class B Notes	Mezzanine Tranche	$22,000,000	11%
Subordinated Certificate / Residual Interest	To be retained by SBF via SkyLend Funding LLC	$8,000,000	4%
Name	Role	Title
Linda Osei	Responsible Partner	Partner, Capital Markets & Structured Finance
Theodore Langston	Billing Partner / Day-to-Day Lead	Partner, Capital Markets
Patrick Gallagher	Lead Associate	Senior Associate, Structured Finance
Simone Laroche	Working Associate	Associate, Structured Finance
Professional	Title	Current Hourly Rate
Linda Osei	Partner	$1,575
Theodore Langston	Partner	$1,450
Patrick Gallagher	Senior Associate	$925
Simone Laroche	Associate	$775

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Lexington Avenue New York, NY 10017 Telephone: (212) 555-7800 Facsimile: (212) 555-7801 www.calderwoodharkness.com
January 25, 2024
Skybridge Fintech Ltd.
Attention: Tomás Reyes, General Counsel
1400 Market Street, Suite 1210 Wilmington, DE 19801
Re: Engagement of Calderwood & Harkness LLP as Issuer's Counsel — Consumer Receivables Securitization by SkyLend Receivables Trust 2024-1 Matter No.: 1009-00005
Dear Mr. Reyes:
We are writing to set forth the terms upon which Calderwood & Harkness LLP will represent Skybridge Fintech Ltd. in connection with the proposed consumer receivables securitization transaction described below. This engagement letter (this "Letter") is intended to memorialize the understanding between our firm and Skybridge Fintech Ltd. regarding the scope of our representation, the terms of our engagement, and our respective obligations. We ask that you review this Letter carefully and, if the terms are acceptable, execute and return a copy to our office at your earliest convenience.
1. Engagement and Scope of Representation
Calderwood & Harkness LLP ("C&H," "we," or the "Firm") is pleased to confirm our engagement by Skybridge Fintech Ltd., a Delaware corporation ("SBF," "Skybridge," or the "Client"), to serve as issuer's counsel in connection with a proposed $200,000,000 securitization of consumer receivables (the "Transaction"). We appreciate the confidence that Skybridge and its management team have placed in our firm, and we look forward to working with you on this important initiative.
The Transaction will involve the issuance of asset-backed notes by SkyLend Receivables Trust 2024-1, a Delaware statutory trust (the "Trust" or "SRT 2024-1"), secured by a pool of unsecured consumer installment-loan receivables originated by Skybridge through its SkyLend platform. As currently contemplated, the receivables will be sold by Skybridge to SkyLend Funding LLC, a wholly owned special-purpose subsidiary of Skybridge serving as the depositor (the "Depositor"), which will in turn transfer the receivables to the Trust. The Trust will issue asset-backed notes to fund the acquisition of the receivables pool.
The notes are expected to be offered and sold in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), Rule 144A thereunder to qualified institutional buyers within the United States, and Regulation S for offers and sales to non-U.S. purchasers outside the United States. No registration of the notes under the Securities Act or any state securities laws is currently contemplated.
Based on our discussions to date, the anticipated capital structure of the Transaction is as follows:
The foregoing capital structure is preliminary and may be adjusted based on rating agency feedback, market conditions, and the results of due diligence and structural analysis. We understand that the final capital structure, including any adjustments to tranche sizes, credit enhancement levels, and waterfall mechanics, will be determined in consultation with the lead underwriter / initial purchaser, Halcyon Securities LLC ("Halcyon"), the rating agencies, and the Client.
1.1 Specific Services
Our representation will include, but not be limited to, the following services:
(a) Formation and Structuring of Special-Purpose Entities. Formation and structuring of the special-purpose entities involved in the Transaction, including SkyLend Funding LLC (the "Depositor") and SkyLend Receivables Trust 2024-1 (the "Trust"), and preparation of related organizational documents, including certificates of formation, limited liability company operating agreements, trust agreements, and all necessary state filings. We will advise on the structuring of these entities to satisfy bankruptcy-remoteness requirements, including separateness covenants, independent-director or independent-manager provisions, and restrictions on activities and indebtedness, as applicable.
(b) Drafting and Negotiation of Core Transaction Documents. Drafting and negotiation of the core transaction documents governing the securitization, including the following:
(i) the Indenture, to be entered into between the Trust and Atlantic Fiduciary Services, Inc., as indenture trustee (the "Indenture Trustee"), governing the terms of the notes, including payment priorities, events of default, remedies, and reporting requirements;
(ii) the Receivables Purchase Agreement, to be entered into between Skybridge (as originator) and SkyLend Funding LLC (as Depositor), governing the sale of receivables from the originator to the Depositor;
(iii) the Sale and Servicing Agreement, to be entered into among the Trust, the Depositor, the Servicer, and the Indenture Trustee, governing the transfer of receivables from the Depositor to the Trust and the servicing of the receivables;
(iv) the Administration Agreement, to be entered into between the Trust and the administrator, governing the administration of the Trust's affairs;
(v) the Account Control Agreement(s), to be entered into among the Trust, the Indenture Trustee, and the relevant depository bank(s), governing the establishment, maintenance, and control of the Trust's collection accounts, reserve accounts, and other transaction accounts;
(vi) the Custodial Agreement, to be entered into between the Trust and the custodian, governing the custody and safekeeping of receivable files and related documents; and
(vii) any backup servicing arrangements, including any backup servicing agreement to be entered into with a backup servicer, to the extent applicable.
(c) Preliminary Purchase Agreement. Drafting and negotiation of the Preliminary Purchase Agreement (initial purchaser agreement) with the lead underwriter / initial purchaser, Halcyon Securities LLC, setting forth the terms and conditions upon which Halcyon will purchase the notes for resale to eligible investors.
(d) Offering Documents. Preparation of the Preliminary Offering Memorandum and the Final Offering Memorandum (collectively, the "Offering Memorandum"), including all exhibits, appendices, and supplements thereto, describing the Transaction, the receivables pool, the originator, the servicer, the credit enhancement structure, risk factors, and such other matters as are customary for a transaction of this type.
(e) Legal Opinions and Negative Assurance Letters. Preparation and delivery of legal opinions, including: (i) true-sale opinions with respect to the transfer of receivables from the originator to the Depositor and from the Depositor to the Trust; (ii) non-consolidation opinions regarding the bankruptcy-remoteness of the Depositor and the Trust; (iii) security-interest opinions regarding the perfection and priority of the security interest granted to the Indenture Trustee under the Indenture; (iv) tax opinions and/or tax memoranda regarding the characterization of the Trust for federal income tax purposes; and (v) 10b-5 / negative assurance letters to be delivered to Halcyon in connection with the offering.
(f) Rating Agency Coordination. Coordination with the rating agencies engaged by the Client in connection with the Transaction, currently expected to be Meridian Credit Ratings, Inc. and Carrollton Ratings Group LLC (each, a "Rating Agency"), including preparation of legal and structural presentation materials for rating-agency meetings, response to rating-agency information requests, and review of pre-sale reports, rating letters, and any related correspondence.
(g) Due Diligence. Due diligence on the Client's loan-origination practices, underwriting guidelines, servicing oversight, and regulatory compliance, to the extent relevant to the Transaction and the preparation of the Offering Memorandum and related transaction documents. This due diligence will include review of the Client's policies and procedures, sample loan files, origination and servicing agreements, technology systems documentation, and compliance materials, as well as discussions with Client personnel and advisors.
(h) Auditor Coordination. Coordination with the Client's independent auditor, Rowland & Cross LLP, regarding agreed-upon procedures letters, comfort letters, and any other audit-related deliverables required in connection with the offering and closing of the Transaction.
(i) Trustee Coordination. Coordination with the owner trustee (Keymark Trust Company, N.A.) and the indenture trustee (Atlantic Fiduciary Services, Inc.) regarding their respective trust agreements, indenture provisions, fee arrangements, and closing deliverables.
(j) Servicing Arrangements. Review of and comment on the servicing and sub-servicing arrangements with Clearview Loan Servicing, Inc. (the "Servicer" or "Sub-Servicer"), including review of any servicing agreement, sub-servicing agreement, or related arrangements, and analysis of the Servicer's performance obligations, reporting requirements, termination provisions, and related matters.
(k) Closing Deliverables. Preparation of board resolutions, secretary's certificates, officer's certificates, incumbency certificates, and other closing deliverables required in connection with the Transaction, including preparation of closing checklists, closing memoranda, and post-closing document compilations.
(l) Printing and Filing Agent Coordination. Coordination with Donnovan Press LLC or other printers and filing agents in connection with EDGAR filings (if applicable), document production, typesetting, and distribution of the Offering Memorandum and other transaction materials.
(m) General Advice and Counsel. General advice and counsel as issuer's counsel through closing of the Transaction, including advice on legal issues arising in connection with the structuring, marketing, and closing of the Transaction and related matters.
1.2 Limitations on Scope
The scope of this engagement is limited to the services described in Section 1.1 above, subject to the following express limitations:
(a) This engagement does not include representation of the Client in any litigation, regulatory investigation, enforcement proceeding, governmental inquiry, or similar adversarial proceeding, whether or not related to the Transaction, unless separately agreed in writing between the Firm and the Client.
(b) This engagement does not include advice on state lending-license compliance, consumer-protection matters (including, without limitation, compliance with the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Debt Collection Practices Act, state usury laws, or similar statutes and regulations), or other regulatory matters unrelated to the securitization, except to the extent necessary for due diligence and disclosure in the Offering Memorandum.
(c) We are not engaged to provide tax advice to any noteholder, investor, or other party other than the Client. Any tax opinions or memoranda delivered in connection with the Transaction will be limited to the matters expressly addressed therein and will be subject to customary assumptions, qualifications, and limitations.
(d) We do not represent and will not serve as counsel to the Depositor, the Trust, or any trustee, servicer, or other transaction party in their individual capacities. Our representation is limited to the Client, Skybridge Fintech Ltd., as described in Section 3 below.
Any services requested by the Client that fall outside the scope of this engagement will be subject to separate agreement between the Firm and the Client, including agreement on the terms, fees, and staffing for such additional services.
2. Engagement Team
The following attorneys will be primarily responsible for this engagement:
Theodore Langston will serve as the day-to-day lead for the capital markets phase of the engagement and will be the primary point of contact for the Client on all transaction matters, including document drafting and negotiation, structuring questions, rating agency coordination, and closing logistics. Mr. Langston can be reached at 425 Lexington Avenue, New York, NY 10017; by telephone at (212) 555-7845; or by email at tlangston@calderwoodharkness.com.
Linda Osei will serve as the overall responsible partner for the engagement and will oversee the strategic direction and quality of the Firm's work product. Ms. Osei will be available for consultation on significant issues and will participate in key meetings, negotiations, and opinion deliveries as appropriate.
Patrick Gallagher, as lead associate, will be responsible for the day-to-day drafting, research, and coordination of the transaction documents, due diligence, and closing deliverables. Simone Laroche will assist Mr. Gallagher in all aspects of the engagement.
Additional attorneys, including partners, counsel, and associates from our Capital Markets, Structured Finance, Tax, and Litigation practices, may be assigned to the matter from time to time as the needs of the engagement require. The Client will be informed of any material changes to the composition of the engagement team. All inquiries regarding the engagement should be directed to Theodore Langston in the first instance.
3. Client Identification
Our client in this engagement is Skybridge Fintech Ltd. only. We do not represent, and this engagement does not create an attorney-client relationship with, any affiliate, subsidiary, parent, officer, director, employee, equity holder, or agent of Skybridge Fintech Ltd., including without limitation Pinnacle Growth Equity Partners, LP (or any fund, general partner, or limited partner thereof), SkyLend Funding LLC, SkyLend Receivables Trust 2024-1, Keymark Trust Company, N.A. (as owner trustee), Atlantic Fiduciary Services, Inc. (as indenture trustee), Clearview Loan Servicing, Inc. (as servicer or sub-servicer), Halcyon Securities LLC (as initial purchaser), or any other transaction party. Nothing in this Letter or in our performance of services hereunder shall be construed to create an attorney-client relationship between the Firm and any person or entity other than Skybridge Fintech Ltd.
We understand that Tomás Reyes, General Counsel of Skybridge Fintech Ltd., will serve as the primary client contact and will be authorized to provide instructions and direction on behalf of the Client in connection with this engagement, subject to any authorizations, limitations, or resolutions adopted by the Client's Board of Directors. We will be entitled to rely on instructions received from Mr. Reyes (or his designee, upon written notice to the Firm) without further inquiry, unless we have reason to believe that such instructions are inconsistent with the Client's interests or applicable law.
4. Fees and Billing
4.1 Hourly Rates
Our fees for this engagement will be calculated on an hourly basis at the Firm's then-current standard rates for the attorneys and other professionals who perform services on the matter. Our current standard hourly rates are as follows:
Partners: $1,250 – $1,575 per hour Associates: $725 – $925 per hour Paralegals and Legal Assistants: $350 – $500 per hour
The specific current hourly rates for the named engagement team members are as follows:
These rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each year. The Client will be notified in advance of any rate changes. Rate changes will apply to services rendered on and after the effective date of the change. The rates of additional attorneys or professionals who may be assigned to the matter from time to time will be communicated to the Client upon request.
Paralegal and legal assistant time will be billed at rates ranging from $350 to $500 per hour, depending on the experience and specialization of the individual.
4.2 Fee Estimate
Based on our current understanding of the scope, complexity, and anticipated timeline of the Transaction, we estimate that our total fees for the capital markets phase of this engagement (through and including the closing of the Transaction) will be approximately $850,000. This estimate reflects the professional fees of the attorneys and other professionals expected to work on the engagement and is based on a number of assumptions, including the following:
(i) the Transaction closes within the currently contemplated timeline (anticipated closing in or around the second quarter of 2024);
(ii) there are no material changes to the structure, capital structure, parties, or other fundamental terms of the Transaction from those described in Section 1 above;
(iii) negotiations with Halcyon Securities LLC (as initial purchaser) and other transaction counterparties proceed on a customary and commercially reasonable basis, without protracted or adversarial negotiations;
(iv) no material issues arise during due diligence, the rating-agency process, or the marketing period that require significant additional legal work, structural modifications, or supplemental disclosure; and
(v) no material changes in applicable law, regulation, or market conditions occur that require significant restructuring or additional analysis.
This estimate is provided for informational and budgeting purposes only and does not constitute a cap, a fixed fee, a maximum fee, or a guarantee of total fees. Actual fees may be higher or lower depending on the actual time required to complete the engagement, the complexity of the issues encountered, and other factors that cannot be predicted with certainty at this time. We will endeavor to keep the Client informed of the status of fees incurred as the engagement progresses and will notify the Client promptly if we anticipate that actual fees will materially exceed the estimate.
The fee estimate set forth above does not include any fees that may be incurred in connection with post-closing matters, amendments, waivers, consents, additional issuances or tap offerings, litigation, disputes, regulatory inquiries, or any other matters arising after the initial closing of the Transaction. Any such post-closing matters will be subject to separate fee arrangements as agreed between the Firm and the Client.
4.3 Disbursements and Expenses
In addition to professional fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Such expenses and disbursements include, but are not limited to, the following:
•  Travel expenses (including airfare, ground transportation, lodging, and meals) incurred in connection with meetings, due diligence sessions, rating-agency presentations, closings, and other engagement-related travel;
•  Filing fees and recording charges;
•  Messenger and courier charges;
•  Computerized legal research charges (e.g., Westmark Data Systems, Sundial Solutions, Cascade Services Inc.);
•  Photocopying, scanning, and document reproduction charges;
•  Printing and binding costs;
•  Long-distance telephone charges and conference call services;
•  Postage and overnight delivery charges; and
•  Any other costs or expenses reasonably incurred in connection with the engagement.
Third-party costs, such as fees of filing agents, document printers (e.g., Donnovan Press LLC), overnight delivery services, and similar expenses, will be passed through to the Client at cost without markup. To the extent that the Firm is required to advance significant third-party costs (in excess of $10,000 in the aggregate) on the Client's behalf, the Firm reserves the right to request reimbursement or advance payment of such costs prior to incurring the expense.
4.4 Billing and Payment
We will submit invoices on a monthly basis, reflecting professional fees earned and disbursements incurred during the preceding calendar month. Invoices are due and payable within thirty (30) days of the invoice date. Invoices will include reasonable detail regarding the services performed (including a description of the work performed, the identity of the timekeepers, the hours worked, and the applicable rates) and the disbursements incurred. The level of detail provided will comply with applicable professional responsibility rules and the Client's reasonable requirements.
The billing partner for this engagement is Theodore Langston. All billing inquiries should be directed to Mr. Langston at the contact information set forth in Section 2 above.
In the event that any invoice remains unpaid for more than sixty (60) days following the invoice date, the Firm reserves the right, upon reasonable written notice to the Client, to suspend or withdraw from the engagement in accordance with applicable rules of professional conduct. Unpaid balances may bear interest at the rate of one percent (1%) per month (or the maximum rate permitted by applicable law, whichever is less), accruing from the date such payment became due.
5. Retainer
No retainer or advance deposit is required at the commencement of this engagement. The Firm reserves the right to request a retainer or advance deposit at any time during the engagement if, in the Firm's reasonable judgment, circumstances warrant, including but not limited to significant changes in the scope of the engagement, material increases in anticipated fees or expenses, or concerns regarding the Client's ability to meet its payment obligations. Any retainer or advance deposit received will be applied against outstanding invoices in accordance with applicable rules of professional conduct and will be returned to the Client to the extent not applied upon conclusion of the engagement.
6. Conflicts of Interest
The Firm has conducted a conflicts check in connection with this engagement and, based on the information currently available to us, is not aware of any conflict of interest that would prevent us from undertaking this engagement in accordance with the New York Rules of Professional Conduct.
The Client acknowledges that Calderwood & Harkness LLP is a large law firm with a diverse client base and that the Firm currently represents, and may in the future represent, other clients in matters that are unrelated to this engagement and that may be adverse to the Client or its affiliates. The Client hereby consents to the Firm's continued representation of such other clients in matters that are not substantially related to this engagement, provided that the Firm does not use any confidential information of the Client in connection with such other representations.
In the event that a conflict of interest arises during the course of this engagement, including any conflict arising from the Firm's representation of other clients, the Firm will promptly notify the Client and take appropriate steps to address the conflict in accordance with the applicable rules of professional conduct, which may include seeking an informed written consent or waiver from the affected parties or, if the conflict is not waivable, withdrawing from the engagement.
7. Confidentiality
All information provided to the Firm by the Client in connection with this engagement, whether oral, written, or electronic, will be treated as confidential and will be used solely for the purposes of providing legal services in connection with this engagement. The Firm will maintain appropriate safeguards to protect the confidentiality of such information, consistent with the Firm's internal policies and procedures and applicable professional responsibility obligations.
The Firm will not disclose confidential information to any third party without the Client's prior written consent, except as required by law, court order, or subpoena, or as necessary in connection with the Transaction (e.g., in connection with the delivery of legal opinions, certificates, closing documents, or filings prepared and delivered with the Client's authorization). In the event that the Firm receives a request or demand from a third party for disclosure of confidential information, the Firm will, to the extent practicable and permitted by law, promptly notify the Client and cooperate with the Client in seeking appropriate protective measures.
The obligations set forth in this Section 7 shall survive the termination or conclusion of this engagement.
8. Document Retention
Following the conclusion of this engagement, the Firm will retain client files and documents (including both paper and electronic files) in accordance with the Firm's standard document retention policies, as may be amended from time to time. Under the Firm's current policy, engagement files are generally retained for a period of ten (10) years following the conclusion of the engagement, after which the Firm may destroy or dispose of such files without further notice to the Client, unless the Client requests return or continued retention.
The Client may request the return of original documents at any time during or after the engagement. Upon such request, the Firm will make reasonable efforts to locate and return such original documents promptly, subject to any applicable legal hold obligations or other restrictions.
9. Termination
Either the Client or the Firm may terminate this engagement at any time, with or without cause, upon written notice to the other party. Any termination by the Firm will be conducted in accordance with the applicable rules of professional conduct, including any requirements regarding court approval of withdrawal in pending proceedings.
Upon termination of this engagement for any reason:
(a) The Client will remain responsible for the payment of all fees earned and expenses incurred by the Firm through the effective date of termination, including any fees for services rendered and expenses incurred in connection with the transition of the matter to successor counsel.
(b) The Firm will cooperate in the orderly transition of the matter to successor counsel designated by the Client, including the prompt transfer of relevant files and documents (subject to any applicable lien rights) and reasonable consultation with successor counsel to facilitate continuity of the representation.
(c) The Firm will have no further obligation to perform services in connection with this engagement following the effective date of termination, except as required by applicable rules of professional conduct.
10. Limitation of Liability
To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client in connection with this engagement, whether arising in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with this engagement, except in cases of the Firm's willful misconduct or gross negligence. This limitation of liability applies to all claims arising out of or relating to the services provided under this engagement, including without limitation claims for errors, omissions, negligence, or breach of fiduciary duty.
The Client acknowledges that this limitation of liability is a material term of this engagement and has been taken into account in establishing the fee arrangements set forth in Section 4 above. The Client further acknowledges that the Firm shall not be liable for any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with this engagement, regardless of whether such damages were foreseeable or whether the Firm was advised of the possibility thereof.
Nothing in this Section 10 shall be construed to limit the Firm's obligations under applicable rules of professional conduct or to waive any non-waivable rights of the Client under applicable law.
11. Governing Law and Dispute Resolution
This Letter and the relationship between the Firm and the Client arising out of or in connection with this engagement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this engagement, this Letter, or the services provided hereunder, including any dispute regarding the Firm's fees or the scope of the engagement, shall be submitted to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City and County of New York, State of New York. Each party irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue or any claim of inconvenient forum.
12. Entire Agreement; Amendments
This Letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of this engagement and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter hereof. No representations, warranties, or commitments have been made by either party with respect to the subject matter of this engagement except as expressly set forth in this Letter.
This Letter may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each party. No waiver of any provision of this Letter shall be effective unless made in writing and signed by the party granting the waiver, and no waiver shall constitute a waiver of any other provision or of the same provision on any other occasion.
13. Acceptance
We respectfully request that you review this Letter carefully and, if the terms set forth herein are acceptable to Skybridge Fintech Ltd., confirm your agreement by having an authorized representative of the Client countersign this Letter in the space provided below and return a fully executed copy to our office at the address set forth above. A copy may also be returned by email to Theodore Langston at tlangston@calderwoodharkness.com.
The Firm will commence work on this engagement upon receipt of the Client's signed acceptance of this Letter. In the interim, if you have any questions regarding the terms of this engagement or wish to discuss any aspect of this Letter, please do not hesitate to contact Theodore Langston or Linda Osei.
We are delighted to have the opportunity to work with Skybridge Fintech Ltd. on this transaction and look forward to a productive engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Theodore Langston
Title: Partner
Date: January 25, 2024
By: ________
Name: Linda Osei
Title: Partner
Date: January 25, 2024
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
AGREED AND ACCEPTED:
SKYBRIDGE FINTECH LTD.
By: ________
Name: Tomás Reyes
Title: General Counsel
Date: ________
EIN: 84-3291076
Address:
1400 Market Street, Suite 1210 Wilmington, DE 19801
cc: Arun Mehta, Chief Executive Officer, Skybridge Fintech Ltd. cc: Danielle Prescott, 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.
Tranche | Description | Principal Amount | Percentage of Total
Class A Notes | Senior Tranche | $170,000,000 | 85%
Class B Notes | Mezzanine Tranche | $22,000,000 | 11%
Subordinated Certificate / Residual Interest | To be retained by SBF via SkyLend Funding LLC | $8,000,000 | 4%
Name | Role | Title
Linda Osei | Responsible Partner | Partner, Capital Markets & Structured Finance
Theodore Langston | Billing Partner / Day-to-Day Lead | Partner, Capital Markets
Patrick Gallagher | Lead Associate | Senior Associate, Structured Finance
Simone Laroche | Working Associate | Associate, Structured Finance
Professional | Title | Current Hourly Rate
Linda Osei | Partner | $1,575
Theodore Langston | Partner | $1,450
Patrick Gallagher | Senior Associate | $925
Simone Laroche | Associate | $775

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

SKYBRIDGE FINTECH LTD.

EIN: 84-3291076

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