engagement-letter-skybridge.docx

1009-00006 · Skybridge Fintech Ltd · Engagement

engagement-letter-skybridge.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law 780 Third Avenue, 30th Floor New York, New York 10017 Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com

December 15, 2025

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

Skybridge Fintech Ltd. 400 North Market Street, Suite 1200 Wilmington, Delaware 19801

Attention: Deirdre Knox, General Counsel & Corporate Secretary

Re: Engagement of Calderwood & Harkness LLP in Connection with $40,000,000 Master Repurchase / Warehouse Credit Facility Matter No.: 1009-00006

Dear Ms. Knox:

We are writing to confirm the terms of the engagement of Calderwood & Harkness LLP in connection with the matter referenced above. We appreciate the confidence that Skybridge Fintech Ltd. has placed in the Firm, and we look forward to working with you and your team on this important transaction. This letter sets forth the terms and conditions upon which the Firm will provide legal services in connection with this engagement. Please review this letter carefully and, if the terms are acceptable, countersign and return the enclosed duplicate original to our offices at your earliest convenience.

1. Engagement and Scope of Representation

Calderwood & Harkness LLP ("we," "us," or the "Firm") is pleased to confirm that the Firm has been engaged to represent Skybridge Fintech Ltd., a Delaware corporation ("Skybridge" or the "Company"), in connection with the negotiation, documentation, and closing of a master repurchase / warehouse credit facility (the "Facility") with Pinnacle Atlantic Bank, N.A., a national banking association, as administrative agent and repo buyer (the "Administrative Agent"), and such other committed or participating buyers as may become parties thereto from time to time (collectively with the Administrative Agent, the "Buyers"). The maximum committed amount of the Facility is Forty Million Dollars ($40,000,000) (the "Maximum Facility Amount").

The Facility will be structured as a master repurchase agreement under which Eligible Receivables (as such term will be defined in the transaction documentation) originated or acquired by the Company will be purchased and repurchased in accordance with customary warehouse repurchase facility mechanics. Advances under the Facility will be made through SBF Warehouse I LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (the "Seller" or the "SPE"), which will serve as the bankruptcy-remote special-purpose seller entity established to effect the true-sale transfer and repurchase of Eligible Receivables.

The scope of the Firm's representation in connection with this engagement shall include the following:

(a) Drafting, reviewing, and negotiating the Master Repurchase Agreement (including all exhibits, schedules, annexes, and ancillary definitions) between the SPE, as seller, and the Administrative Agent and the Buyers, as purchasers, together with all ancillary transaction documents related thereto;

(b) Drafting the Performance Guaranty (the "Guaranty") to be executed and delivered by the Company in favor of the Administrative Agent for the benefit of the Buyers, pursuant to which the Company will serve as Performance Guarantor of the SPE's obligations under the Master Repurchase Agreement;

(c) Drafting and negotiating the Sale and Contribution Agreement (the "Sale Agreement") between the Company, as originator and contributor, and the SPE, as purchaser and recipient, for the true-sale transfer of Eligible Receivables and related assets from the Company to the SPE, including structuring the transfer to achieve true-sale treatment for accounting purposes and substantive non-consolidation for bankruptcy purposes;

(d) Negotiating the Custodial Agreement (the "Custodial Agreement") with Ironclad Trust Company, a Delaware trust company, as independent document custodian (the "Custodian"), setting forth the terms and conditions for the custody of receivable files and related documentation;

(e) Drafting and negotiating the Servicing Agreement (the "Servicing Agreement") appointing the Company as initial servicer (in such capacity, the "Servicer") of the Eligible Receivables purchased under the Facility, including customary servicing standards, reporting obligations, servicer termination events, and back-up servicing provisions;

(f) Preparing the eligibility criteria, concentration limits, and borrowing base schedule applicable to Eligible Receivables, in consultation with the Company and its capital markets team;

(g) Preparing the Fee Letter (the "Fee Letter") between the Company, the SPE, and the Administrative Agent, setting forth the commitment fee, unused fee, structuring fee, and other applicable fees payable in connection with the Facility;

(h) Drafting organizational resolutions, officer's certificates, secretary's certificates, incumbency certificates, and other corporate authorization documents required in connection with the closing of the Facility for each of the Company and the SPE;

(i) Preparing and delivering borrower's counsel legal opinions (the "Closing Opinions") addressed to the Administrative Agent and the Buyers (including any Participating Buyer), which Closing Opinions shall include opinions as to (i) due authorization, execution, and delivery, (ii) enforceability of the transaction documents against the Company and the SPE, (iii) true-sale characterization of the transfer of Eligible Receivables from the Company to the SPE, (iv) substantive non-consolidation of the SPE, and (v) the creation, attachment, and perfection of security interests under Articles 8 and 9 of the Uniform Commercial Code, as applicable;

(j) Coordinating all closing deliverables and maintaining a comprehensive closing checklist, including managing the signature page process, escrow arrangements, funds flow memorandum, and post-closing deliverables;

(k) Reviewing and commenting on documents drafted or marked up by lender's counsel, Whitmore Crane & Bates LLP, or any other counsel retained by the Administrative Agent or the Buyers in connection with the Facility; and

(l) Providing such other legal services as are reasonably necessary or advisable to consummate the Facility and to effectuate the transactions contemplated by the transaction documents.

The parties have established a target signing and closing date of February 28, 2026 for the Facility, subject to the completion of negotiations with the Administrative Agent and lender's counsel, receipt of all necessary internal approvals, and satisfaction of customary closing conditions. The Firm will use commercially reasonable efforts to manage the documentation process to meet this target date, but the actual closing date will depend on a number of factors, many of which are outside the Firm's control, including the pace of negotiations with the counterparties, the scope and nature of any issues raised during diligence, and the availability of all parties to execute and deliver the required documentation.

The Company has informed the Firm that the Facility is being established in anticipation of the Company's planned term asset-backed securitization, which is currently targeted for the fourth quarter of 2026. For the avoidance of doubt, representation of the Company in connection with any such term securitization is not included within the scope of this engagement and would require a separate engagement letter to be agreed upon by the parties at such time. The Firm would be pleased to discuss the terms of any such future engagement with you at the appropriate time.

2. Engagement Team

The following attorneys will principally staff this engagement:

Theodore Langston — Partner, Capital Markets. Mr. Langston will serve as the responsible partner with overall supervisory responsibility for the engagement. Mr. Langston has extensive experience in structured finance transactions, including warehouse repurchase facilities, term securitizations, and asset-backed commercial paper conduit programs. He will oversee the strategic direction of the documentation, manage the relationship with lender's counsel, and review all material work product prior to delivery to the Company or the counterparties.

Vivienne St. Claire — Partner, Capital Markets. Ms. St. Claire will serve as the billing partner for this engagement and will also contribute substantively to the negotiation and documentation process. Ms. St. Claire will take a leading role in the drafting and negotiation of the Master Repurchase Agreement and the Sale and Contribution Agreement, and will assist with the preparation and delivery of the Closing Opinions.

Simone Laroche — Associate, Capital Markets & Regulatory. Ms. Laroche will support the engagement with regulatory analysis, including review of applicable federal and state regulatory requirements, and will assist with the analysis of representations and warranties in the transaction documents. Ms. Laroche will also assist with drafting and reviewing the Servicing Agreement and the Custodial Agreement.

Jeffrey Park — Associate, Capital Markets. Mr. Park will support the engagement with the drafting and refinement of the eligibility criteria and concentration limits schedule, legal due diligence, preparation of organizational documents and closing certificates, and day-to-day management of the closing checklist and deliverables tracker.

Additional attorneys or paraprofessionals may be assigned to the engagement as needed to meet the demands of the transaction timeline or to provide specialized expertise in particular areas. The Firm will endeavor to notify the Company in advance of any material staffing changes, including the assignment of any new partner or senior associate to the engagement, and will discuss any such changes with you to ensure they are acceptable. We are committed to efficient staffing and to minimizing duplication of effort in connection with this matter.

3. Billing Rates and Fee Estimate

3.1 Hourly Rates

The current standard hourly rates for the attorneys assigned to this engagement are as follows:

In the event that other attorneys or paraprofessionals are assigned to the engagement, their time will be billed at the Firm's then-prevailing standard rates for such personnel, which will be communicated to the Company at the time of assignment. The Firm's current standard rates for legal assistants and paralegals range from $350 to $475 per hour, depending on experience and seniority.

The Firm's standard hourly rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. The Firm will provide reasonable advance notice to the Company of any rate changes. Given the anticipated timeline for this engagement, any rate adjustments effective January 1, 2026 would apply to time incurred on or after that date. The Firm does not anticipate that any such adjustment, if applicable, would exceed a five percent (5%) increase over the rates set forth above.

3.2 Estimated Fee Range

Based on our current understanding of the transaction scope—including the negotiation of the Master Repurchase Agreement and all ancillary transaction documents, preparation and delivery of the Closing Opinions, coordination of closing deliverables, and ongoing communications with lender's counsel, Whitmore Crane & Bates LLP—the Firm estimates that total legal fees for this engagement will be in the range of $475,000 to $575,000 (inclusive of all attorney time, partner review, and disbursements).

This estimate is provided for budgeting purposes only and does not constitute a cap, ceiling, maximum fee, or fixed-fee arrangement. The actual fees incurred in connection with this engagement may be higher or lower than the estimated range depending on a number of factors, including, without limitation: (i) the complexity and pace of negotiations with the Administrative Agent and lender's counsel; (ii) the number of mark-up rounds and the extent of comments received from the counterparties; (iii) regulatory issues that may arise during the documentation process, including any issues relating to applicable bank regulatory requirements, consumer lending regulations, or state licensing considerations; (iv) the scope and nature of any additional work requested by the Company, including any modifications to the Facility structure or the addition of new Participating Buyers; and (v) the need for supplemental legal opinions or other deliverables not currently contemplated.

The Firm is committed to transparency in billing and will keep the Company informed of the status of accrued fees on a regular basis. The Firm will promptly advise the Company if it appears that total fees may materially exceed the upper end of the estimated range, and will discuss with the Company any steps that may be taken to manage costs effectively.

3.3 Disbursements and Expenses

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

(a) Filing fees, including UCC-1 financing statement filing fees, UCC search fees, and good standing certificate fees with the Delaware Secretary of State and other applicable jurisdictions;

(b) Travel expenses, including airfare, ground transportation, lodging, and meals, to the extent travel is required in connection with the engagement (e.g., for in-person closing or negotiation sessions);

(d) Search fees, including entity searches, litigation and judgment lien searches, tax lien searches, and intellectual property searches conducted by third-party search vendors;

(e) Conference call and videoconference charges, to the extent charged by third-party providers; and

(f) Other similar out-of-pocket costs reasonably incurred in furtherance of the engagement.

Third-party charges, including fees payable to UCC search vendors, the Delaware Secretary of State, and similar governmental or quasi-governmental agencies, will be passed through to the Company at cost, without mark-up. The Firm will endeavor to use cost-effective vendors and service providers and will consult with the Company before incurring any single disbursement in excess of $5,000.

4. Billing and Payment Terms

The Firm will render monthly invoices to the Company for professional fees and disbursements incurred during the preceding calendar month. Invoices will include a reasonable description of the services rendered, the identity of the timekeeper, the hours expended, and the applicable rate, together with an itemization of disbursements. Invoices will be directed to the attention of Ms. Deirdre Knox, General Counsel & Corporate Secretary, at the address set forth above, or to such other address or billing contact as the Company may designate in writing from time to time.

Invoices are due and payable within thirty (30) days of the date of the invoice. The Firm reserves the right to require a retainer or advance deposit against fees and expenses at any time during the course of the engagement; however, no retainer is being requested at this time. In the event that a retainer is requested in the future, the Firm will provide reasonable advance notice and will apply the retainer against the final invoice(s) rendered in connection with the engagement.

Any past-due invoice shall accrue interest at the rate of one percent (1.0%) per month (equivalent to twelve percent (12.0%) per annum), compounded monthly, or the maximum rate permitted by applicable law, whichever is less, commencing on the thirty-first (31st) day following the date of the invoice and continuing until the outstanding balance is paid in full. The Company acknowledges that persistent failure to pay invoices in a timely manner may constitute grounds for the Firm to withdraw from the engagement in accordance with Section 8 below and applicable rules of professional conduct.

5. Client Identity and Related Representations

The Firm's client in this engagement is Skybridge Fintech Ltd. (EIN: 84-3291507). In addition, for purposes of the negotiation, preparation, and execution of the transaction documents and the delivery of the Closing Opinions, the Firm's client includes the Company's wholly owned subsidiary, SBF Warehouse I LLC (EIN: 93-1784620), in its capacity as the Seller under the Master Repurchase Agreement and the Sale and Contribution Agreement.

The Company acknowledges and agrees that the Firm does not represent, and shall not be deemed to represent, any of the following persons or entities in connection with this engagement or otherwise, unless separately agreed in writing:

(a) Redstone Meridian Capital Partners, LP, the Company's majority equity sponsor, or any general partner, limited partner, fund manager, or affiliate thereof;

(b) Any officer, director, manager, member, employee, or equity holder of the Company or the SPE in their individual capacity;

(d) Ridgeline Capital Markets LLC, or any other Participating Buyer that may become a party to the Master Repurchase Agreement;

(e) Ironclad Trust Company, in its capacity as Custodian under the Custodial Agreement; or

(f) Any other counterparty, service provider, or third party to the transactions contemplated by this engagement.

The Firm's duties of loyalty, confidentiality, and zealous advocacy run solely to the Company and the SPE as identified above. Nothing in this engagement letter, and no action taken by the Firm in the course of performing services hereunder, shall be construed to create an attorney-client relationship between the Firm and any person or entity other than the Company and the SPE.

6. Conflicts of Interest

The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct and, based on the information currently available to us, is not aware of any conflict of interest that would preclude or materially impair the Firm's ability to undertake this engagement. The conflicts check was conducted based on the names and identifying information provided to us by the Company, including the names of the counterparties, equity sponsors, officers, directors, and other relevant parties identified in the transaction term sheet and related materials.

In the event that an actual or potential conflict of interest arises during the course of the engagement, the Firm will promptly notify the Company and discuss appropriate steps to address the conflict, which may include (i) obtaining the informed written consent of the affected parties to continue the engagement, subject to appropriate safeguards, or (ii) if the conflict cannot be adequately addressed through consent or other measures, withdrawing from the engagement in accordance with Section 8 below and applicable rules of professional conduct.

The Company acknowledges that the Firm is a large, diversified law firm that represents numerous other clients in the financial services industry and in structured finance transactions, and that the Firm may currently represent, or may in the future undertake the representation of, parties whose interests may be adverse to the Company in matters unrelated to this engagement. Nothing in this engagement letter shall be construed to prohibit or restrict the Firm from representing other clients in unrelated matters, including matters involving the Administrative Agent, the Participating Buyers, or other parties to the Facility, provided that the Firm complies with its obligations under the applicable Rules of Professional Conduct.

7. Confidentiality and Privilege

All communications between the Firm and the Company (and its officers, directors, employees, and authorized agents) in connection with this engagement are intended to be, and shall be treated as, privileged and confidential to the fullest extent permitted by applicable law, including the attorney-client privilege, the work product doctrine, and any other applicable evidentiary privilege or protection. The Company and the Firm shall take reasonable steps to preserve the privileged and confidential nature of such communications, including by limiting the distribution of privileged communications to persons who have a need to know and by clearly marking privileged materials as such.

The Firm will maintain the confidentiality of all non-public information provided by the Company or the SPE in connection with this engagement and will not disclose such information to any third party without the prior written consent of the Company, except (i) to the extent required by the Firm's ethical obligations under the applicable Rules of Professional Conduct, (ii) to the extent required by applicable law, regulation, or court order, (iii) as necessary to perform the Firm's obligations under this engagement (including, without limitation, the delivery of Closing Opinions addressed to the Administrative Agent and the Buyers as contemplated by the transaction documents), or (iv) to the extent that such information becomes publicly available through no fault of the Firm.

8. Termination

Either the Company or the Firm may terminate this engagement at any time, with or without cause, upon written notice to the other party. The effectiveness of any termination by the Firm is subject to any applicable requirements of the Rules of Professional Conduct and, if relevant, the approval of any court of competent jurisdiction.

In the event of termination, the Company will remain responsible for the payment of all professional fees and disbursements incurred by the Firm through the effective date of termination, including any fees or expenses that have been incurred but not yet invoiced as of such date. The Company's obligation to pay such fees and expenses shall survive the termination of this engagement.

Upon termination, the Firm will take reasonable steps to protect the Company's interests, including (i) returning to the Company all original client documents and materials in the Firm's possession (other than the Firm's internal work product and administrative files), (ii) providing the Company with copies of all work product prepared by the Firm in connection with the engagement, and (iii) cooperating with the Company and any successor counsel to facilitate an orderly transition of the engagement, including by making available to successor counsel, upon the Company's written request, information and materials reasonably necessary for successor counsel to assume responsibility for the matter.

9. Governing Law

This engagement letter and the relationship between the Firm and the Company arising out of or relating to this engagement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles that might otherwise require the application of the laws of another jurisdiction. Each party irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the Borough of Manhattan, City of New York, in connection with any action or proceeding arising out of or relating to this engagement letter or the Firm's representation of the Company hereunder.

10. Limitation of Liability

To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company (and its affiliates, officers, directors, employees, equity holders, and agents) arising out of or relating to this engagement, whether based on contract, tort, negligence, professional malpractice, or any other theory of liability, shall not exceed the total professional fees actually paid by the Company to the Firm in connection with this engagement. This limitation of liability shall not apply to claims arising from the Firm's willful misconduct or gross negligence.

The Company acknowledges that this limitation of liability reflects a fair and reasonable allocation of risk between the parties in light of the nature of the engagement, the fees charged, and the scope of the Firm's obligations hereunder. The Company further acknowledges that the Firm's willingness to accept this engagement at the rates set forth herein is conditioned upon the inclusion of this limitation of liability provision.

In no event shall the Firm be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, regardless of whether the Firm has been advised of the possibility of such damages.

11. Document Retention

Upon the conclusion of this engagement (whether by completion of the transaction, termination, or otherwise), the Firm will retain the engagement file in accordance with the Firm's standard document retention policy, as may be amended from time to time, and in compliance with all applicable professional responsibility rules, ethical obligations, and legal requirements. Under the Firm's current policy, closed client files are maintained for a period of ten (10) years following the conclusion of the engagement, after which time files may be destroyed in the ordinary course without further notice to or consent from the Company, unless the Company provides written instructions to the contrary.

The Company may request the return of original client documents at any time during the retention period by providing written notice to the Firm. The Firm reserves the right to retain copies of client documents for its records and for compliance with applicable record-keeping obligations.

12. Acceptance and Countersignature

We kindly request that the Company indicate its acceptance of the terms of this engagement by having an authorized representative execute the enclosed duplicate original of this letter in the space provided below and returning it to the Firm at the address set forth above, or by transmitting a signed copy via electronic mail to Theodore Langston at tlangston@calderwoodharkness.com.

The Firm will formally commence work upon receipt of the duly countersigned engagement letter. To the extent that the Firm has already commenced preliminary work on this matter at the Company's request in advance of the execution of this letter, including initial review of the term sheet and preliminary conflicts clearance, the Company agrees that the terms and conditions set forth herein shall apply retroactively to all work performed by the Firm in connection with this matter, and that such work shall be subject to the billing rates, payment terms, and other provisions of this engagement letter.

If you have any questions regarding the terms of this letter or would like to discuss any aspect of the engagement, please do not hesitate to contact me at (212) 554-8142 or at tlangston@calderwoodharkness.com, or Vivienne St. Claire at (212) 554-8209 or at vstclaire@calderwoodharkness.com. We look forward to working with you and the Skybridge team on this important transaction.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Theodore Langston

Title: Partner, Capital Markets

780 Third Avenue, 30th Floor New York, New York 10017

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Skybridge Fintech Ltd., hereby acknowledges receipt of this engagement letter, confirms that the undersigned is duly authorized to execute this engagement letter on behalf of the Company, and agrees to the terms and conditions set forth herein.

ACKNOWLEDGED AND AGREED:

SKYBRIDGE FINTECH LTD.

By: ________

Name: Deirdre Knox

Title: General Counsel & Corporate Secretary

Date: ________

Enclosure: Duplicate original for countersignature

cc: Margot Ellison, Co-Founder & Chief Executive Officer, Skybridge Fintech Ltd. cc: Rajan Sundaram, Chief Financial Officer, Skybridge Fintech Ltd. cc: Luis Ferreira, Vice President, Capital Markets & Structured Finance, Skybridge Fintech Ltd. cc: Vivienne St. Claire, Partner, Calderwood & Harkness LLP

CONFIDENTIAL — This engagement letter and the information contained herein are intended solely for the use of the addressee and the persons copied herein and may contain information that is privileged, confidential, or otherwise protected from disclosure. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this document in error, please notify the sender immediately and destroy all copies.

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.

Attorney	Position	Hourly Rate
Theodore Langston	Partner	$1,350
Vivienne St. Claire	Partner	$1,275
Simone Laroche	Associate	$825
Jeffrey Park	Associate	$675

CALDERWOOD & HARKNESS LLP Attorneys at Law 780 Third Avenue, 30th Floor New York, New York 10017 Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com
December 15, 2025
VIA ELECTRONIC MAIL AND OVERNIGHT COURIER
Skybridge Fintech Ltd. 400 North Market Street, Suite 1200 Wilmington, Delaware 19801
Attention: Deirdre Knox, General Counsel & Corporate Secretary
Re: Engagement of Calderwood & Harkness LLP in Connection with $40,000,000 Master Repurchase / Warehouse Credit Facility Matter No.: 1009-00006
Dear Ms. Knox:
We are writing to confirm the terms of the engagement of Calderwood & Harkness LLP in connection with the matter referenced above. We appreciate the confidence that Skybridge Fintech Ltd. has placed in the Firm, and we look forward to working with you and your team on this important transaction. This letter sets forth the terms and conditions upon which the Firm will provide legal services in connection with this engagement. Please review this letter carefully and, if the terms are acceptable, countersign and return the enclosed duplicate original to our offices at your earliest convenience.
1. Engagement and Scope of Representation
Calderwood & Harkness LLP ("we," "us," or the "Firm") is pleased to confirm that the Firm has been engaged to represent Skybridge Fintech Ltd., a Delaware corporation ("Skybridge" or the "Company"), in connection with the negotiation, documentation, and closing of a master repurchase / warehouse credit facility (the "Facility") with Pinnacle Atlantic Bank, N.A., a national banking association, as administrative agent and repo buyer (the "Administrative Agent"), and such other committed or participating buyers as may become parties thereto from time to time (collectively with the Administrative Agent, the "Buyers"). The maximum committed amount of the Facility is Forty Million Dollars ($40,000,000) (the "Maximum Facility Amount").
The Facility will be structured as a master repurchase agreement under which Eligible Receivables (as such term will be defined in the transaction documentation) originated or acquired by the Company will be purchased and repurchased in accordance with customary warehouse repurchase facility mechanics. Advances under the Facility will be made through SBF Warehouse I LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (the "Seller" or the "SPE"), which will serve as the bankruptcy-remote special-purpose seller entity established to effect the true-sale transfer and repurchase of Eligible Receivables.
The scope of the Firm's representation in connection with this engagement shall include the following:
(a) Drafting, reviewing, and negotiating the Master Repurchase Agreement (including all exhibits, schedules, annexes, and ancillary definitions) between the SPE, as seller, and the Administrative Agent and the Buyers, as purchasers, together with all ancillary transaction documents related thereto;
(b) Drafting the Performance Guaranty (the "Guaranty") to be executed and delivered by the Company in favor of the Administrative Agent for the benefit of the Buyers, pursuant to which the Company will serve as Performance Guarantor of the SPE's obligations under the Master Repurchase Agreement;
(c) Drafting and negotiating the Sale and Contribution Agreement (the "Sale Agreement") between the Company, as originator and contributor, and the SPE, as purchaser and recipient, for the true-sale transfer of Eligible Receivables and related assets from the Company to the SPE, including structuring the transfer to achieve true-sale treatment for accounting purposes and substantive non-consolidation for bankruptcy purposes;
(d) Negotiating the Custodial Agreement (the "Custodial Agreement") with Ironclad Trust Company, a Delaware trust company, as independent document custodian (the "Custodian"), setting forth the terms and conditions for the custody of receivable files and related documentation;
(e) Drafting and negotiating the Servicing Agreement (the "Servicing Agreement") appointing the Company as initial servicer (in such capacity, the "Servicer") of the Eligible Receivables purchased under the Facility, including customary servicing standards, reporting obligations, servicer termination events, and back-up servicing provisions;
(f) Preparing the eligibility criteria, concentration limits, and borrowing base schedule applicable to Eligible Receivables, in consultation with the Company and its capital markets team;
(g) Preparing the Fee Letter (the "Fee Letter") between the Company, the SPE, and the Administrative Agent, setting forth the commitment fee, unused fee, structuring fee, and other applicable fees payable in connection with the Facility;
(h) Drafting organizational resolutions, officer's certificates, secretary's certificates, incumbency certificates, and other corporate authorization documents required in connection with the closing of the Facility for each of the Company and the SPE;
(i) Preparing and delivering borrower's counsel legal opinions (the "Closing Opinions") addressed to the Administrative Agent and the Buyers (including any Participating Buyer), which Closing Opinions shall include opinions as to (i) due authorization, execution, and delivery, (ii) enforceability of the transaction documents against the Company and the SPE, (iii) true-sale characterization of the transfer of Eligible Receivables from the Company to the SPE, (iv) substantive non-consolidation of the SPE, and (v) the creation, attachment, and perfection of security interests under Articles 8 and 9 of the Uniform Commercial Code, as applicable;
(j) Coordinating all closing deliverables and maintaining a comprehensive closing checklist, including managing the signature page process, escrow arrangements, funds flow memorandum, and post-closing deliverables;
(k) Reviewing and commenting on documents drafted or marked up by lender's counsel, Whitmore Crane & Bates LLP, or any other counsel retained by the Administrative Agent or the Buyers in connection with the Facility; and
(l) Providing such other legal services as are reasonably necessary or advisable to consummate the Facility and to effectuate the transactions contemplated by the transaction documents.
The parties have established a target signing and closing date of February 28, 2026 for the Facility, subject to the completion of negotiations with the Administrative Agent and lender's counsel, receipt of all necessary internal approvals, and satisfaction of customary closing conditions. The Firm will use commercially reasonable efforts to manage the documentation process to meet this target date, but the actual closing date will depend on a number of factors, many of which are outside the Firm's control, including the pace of negotiations with the counterparties, the scope and nature of any issues raised during diligence, and the availability of all parties to execute and deliver the required documentation.
The Company has informed the Firm that the Facility is being established in anticipation of the Company's planned term asset-backed securitization, which is currently targeted for the fourth quarter of 2026. For the avoidance of doubt, representation of the Company in connection with any such term securitization is not included within the scope of this engagement and would require a separate engagement letter to be agreed upon by the parties at such time. The Firm would be pleased to discuss the terms of any such future engagement with you at the appropriate time.
2. Engagement Team
The following attorneys will principally staff this engagement:
Theodore Langston — Partner, Capital Markets. Mr. Langston will serve as the responsible partner with overall supervisory responsibility for the engagement. Mr. Langston has extensive experience in structured finance transactions, including warehouse repurchase facilities, term securitizations, and asset-backed commercial paper conduit programs. He will oversee the strategic direction of the documentation, manage the relationship with lender's counsel, and review all material work product prior to delivery to the Company or the counterparties.
Vivienne St. Claire — Partner, Capital Markets. Ms. St. Claire will serve as the billing partner for this engagement and will also contribute substantively to the negotiation and documentation process. Ms. St. Claire will take a leading role in the drafting and negotiation of the Master Repurchase Agreement and the Sale and Contribution Agreement, and will assist with the preparation and delivery of the Closing Opinions.
Simone Laroche — Associate, Capital Markets & Regulatory. Ms. Laroche will support the engagement with regulatory analysis, including review of applicable federal and state regulatory requirements, and will assist with the analysis of representations and warranties in the transaction documents. Ms. Laroche will also assist with drafting and reviewing the Servicing Agreement and the Custodial Agreement.
Jeffrey Park — Associate, Capital Markets. Mr. Park will support the engagement with the drafting and refinement of the eligibility criteria and concentration limits schedule, legal due diligence, preparation of organizational documents and closing certificates, and day-to-day management of the closing checklist and deliverables tracker.
Additional attorneys or paraprofessionals may be assigned to the engagement as needed to meet the demands of the transaction timeline or to provide specialized expertise in particular areas. The Firm will endeavor to notify the Company in advance of any material staffing changes, including the assignment of any new partner or senior associate to the engagement, and will discuss any such changes with you to ensure they are acceptable. We are committed to efficient staffing and to minimizing duplication of effort in connection with this matter.
3. Billing Rates and Fee Estimate
3.1 Hourly Rates
The current standard hourly rates for the attorneys assigned to this engagement are as follows:
In the event that other attorneys or paraprofessionals are assigned to the engagement, their time will be billed at the Firm's then-prevailing standard rates for such personnel, which will be communicated to the Company at the time of assignment. The Firm's current standard rates for legal assistants and paralegals range from $350 to $475 per hour, depending on experience and seniority.
The Firm's standard hourly rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. The Firm will provide reasonable advance notice to the Company of any rate changes. Given the anticipated timeline for this engagement, any rate adjustments effective January 1, 2026 would apply to time incurred on or after that date. The Firm does not anticipate that any such adjustment, if applicable, would exceed a five percent (5%) increase over the rates set forth above.
3.2 Estimated Fee Range
Based on our current understanding of the transaction scope—including the negotiation of the Master Repurchase Agreement and all ancillary transaction documents, preparation and delivery of the Closing Opinions, coordination of closing deliverables, and ongoing communications with lender's counsel, Whitmore Crane & Bates LLP—the Firm estimates that total legal fees for this engagement will be in the range of $475,000 to $575,000 (inclusive of all attorney time, partner review, and disbursements).
This estimate is provided for budgeting purposes only and does not constitute a cap, ceiling, maximum fee, or fixed-fee arrangement. The actual fees incurred in connection with this engagement may be higher or lower than the estimated range depending on a number of factors, including, without limitation: (i) the complexity and pace of negotiations with the Administrative Agent and lender's counsel; (ii) the number of mark-up rounds and the extent of comments received from the counterparties; (iii) regulatory issues that may arise during the documentation process, including any issues relating to applicable bank regulatory requirements, consumer lending regulations, or state licensing considerations; (iv) the scope and nature of any additional work requested by the Company, including any modifications to the Facility structure or the addition of new Participating Buyers; and (v) the need for supplemental legal opinions or other deliverables not currently contemplated.
The Firm is committed to transparency in billing and will keep the Company informed of the status of accrued fees on a regular basis. The Firm will promptly advise the Company if it appears that total fees may materially exceed the upper end of the estimated range, and will discuss with the Company any steps that may be taken to manage costs effectively.
3.3 Disbursements and Expenses
In addition to professional fees for attorney and paraprofessional time, the Company will be responsible for the reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses may include, without limitation:
(a) Filing fees, including UCC-1 financing statement filing fees, UCC search fees, and good standing certificate fees with the Delaware Secretary of State and other applicable jurisdictions;
(b) Travel expenses, including airfare, ground transportation, lodging, and meals, to the extent travel is required in connection with the engagement (e.g., for in-person closing or negotiation sessions);
(c) Document reproduction, scanning, printing, and delivery charges, including overnight courier and messenger fees;
(d) Search fees, including entity searches, litigation and judgment lien searches, tax lien searches, and intellectual property searches conducted by third-party search vendors;
(e) Conference call and videoconference charges, to the extent charged by third-party providers; and
(f) Other similar out-of-pocket costs reasonably incurred in furtherance of the engagement.
Third-party charges, including fees payable to UCC search vendors, the Delaware Secretary of State, and similar governmental or quasi-governmental agencies, will be passed through to the Company at cost, without mark-up. The Firm will endeavor to use cost-effective vendors and service providers and will consult with the Company before incurring any single disbursement in excess of $5,000.
4. Billing and Payment Terms
The Firm will render monthly invoices to the Company for professional fees and disbursements incurred during the preceding calendar month. Invoices will include a reasonable description of the services rendered, the identity of the timekeeper, the hours expended, and the applicable rate, together with an itemization of disbursements. Invoices will be directed to the attention of Ms. Deirdre Knox, General Counsel & Corporate Secretary, at the address set forth above, or to such other address or billing contact as the Company may designate in writing from time to time.
Invoices are due and payable within thirty (30) days of the date of the invoice. The Firm reserves the right to require a retainer or advance deposit against fees and expenses at any time during the course of the engagement; however, no retainer is being requested at this time. In the event that a retainer is requested in the future, the Firm will provide reasonable advance notice and will apply the retainer against the final invoice(s) rendered in connection with the engagement.
Any past-due invoice shall accrue interest at the rate of one percent (1.0%) per month (equivalent to twelve percent (12.0%) per annum), compounded monthly, or the maximum rate permitted by applicable law, whichever is less, commencing on the thirty-first (31st) day following the date of the invoice and continuing until the outstanding balance is paid in full. The Company acknowledges that persistent failure to pay invoices in a timely manner may constitute grounds for the Firm to withdraw from the engagement in accordance with Section 8 below and applicable rules of professional conduct.
5. Client Identity and Related Representations
The Firm's client in this engagement is Skybridge Fintech Ltd. (EIN: 84-3291507). In addition, for purposes of the negotiation, preparation, and execution of the transaction documents and the delivery of the Closing Opinions, the Firm's client includes the Company's wholly owned subsidiary, SBF Warehouse I LLC (EIN: 93-1784620), in its capacity as the Seller under the Master Repurchase Agreement and the Sale and Contribution Agreement.
The Company acknowledges and agrees that the Firm does not represent, and shall not be deemed to represent, any of the following persons or entities in connection with this engagement or otherwise, unless separately agreed in writing:
(a) Redstone Meridian Capital Partners, LP, the Company's majority equity sponsor, or any general partner, limited partner, fund manager, or affiliate thereof;
(b) Any officer, director, manager, member, employee, or equity holder of the Company or the SPE in their individual capacity;
(c) Pinnacle Atlantic Bank, N.A., in its capacity as Administrative Agent or as a Buyer under the Facility;
(d) Ridgeline Capital Markets LLC, or any other Participating Buyer that may become a party to the Master Repurchase Agreement;
(e) Ironclad Trust Company, in its capacity as Custodian under the Custodial Agreement; or
(f) Any other counterparty, service provider, or third party to the transactions contemplated by this engagement.
The Firm's duties of loyalty, confidentiality, and zealous advocacy run solely to the Company and the SPE as identified above. Nothing in this engagement letter, and no action taken by the Firm in the course of performing services hereunder, shall be construed to create an attorney-client relationship between the Firm and any person or entity other than the Company and the SPE.
6. Conflicts of Interest
The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct and, based on the information currently available to us, is not aware of any conflict of interest that would preclude or materially impair the Firm's ability to undertake this engagement. The conflicts check was conducted based on the names and identifying information provided to us by the Company, including the names of the counterparties, equity sponsors, officers, directors, and other relevant parties identified in the transaction term sheet and related materials.
In the event that an actual or potential conflict of interest arises during the course of the engagement, the Firm will promptly notify the Company and discuss appropriate steps to address the conflict, which may include (i) obtaining the informed written consent of the affected parties to continue the engagement, subject to appropriate safeguards, or (ii) if the conflict cannot be adequately addressed through consent or other measures, withdrawing from the engagement in accordance with Section 8 below and applicable rules of professional conduct.
The Company acknowledges that the Firm is a large, diversified law firm that represents numerous other clients in the financial services industry and in structured finance transactions, and that the Firm may currently represent, or may in the future undertake the representation of, parties whose interests may be adverse to the Company in matters unrelated to this engagement. Nothing in this engagement letter shall be construed to prohibit or restrict the Firm from representing other clients in unrelated matters, including matters involving the Administrative Agent, the Participating Buyers, or other parties to the Facility, provided that the Firm complies with its obligations under the applicable Rules of Professional Conduct.
7. Confidentiality and Privilege
All communications between the Firm and the Company (and its officers, directors, employees, and authorized agents) in connection with this engagement are intended to be, and shall be treated as, privileged and confidential to the fullest extent permitted by applicable law, including the attorney-client privilege, the work product doctrine, and any other applicable evidentiary privilege or protection. The Company and the Firm shall take reasonable steps to preserve the privileged and confidential nature of such communications, including by limiting the distribution of privileged communications to persons who have a need to know and by clearly marking privileged materials as such.
The Firm will maintain the confidentiality of all non-public information provided by the Company or the SPE in connection with this engagement and will not disclose such information to any third party without the prior written consent of the Company, except (i) to the extent required by the Firm's ethical obligations under the applicable Rules of Professional Conduct, (ii) to the extent required by applicable law, regulation, or court order, (iii) as necessary to perform the Firm's obligations under this engagement (including, without limitation, the delivery of Closing Opinions addressed to the Administrative Agent and the Buyers as contemplated by the transaction documents), or (iv) to the extent that such information becomes publicly available through no fault of the Firm.
8. Termination
Either the Company or the Firm may terminate this engagement at any time, with or without cause, upon written notice to the other party. The effectiveness of any termination by the Firm is subject to any applicable requirements of the Rules of Professional Conduct and, if relevant, the approval of any court of competent jurisdiction.
In the event of termination, the Company will remain responsible for the payment of all professional fees and disbursements incurred by the Firm through the effective date of termination, including any fees or expenses that have been incurred but not yet invoiced as of such date. The Company's obligation to pay such fees and expenses shall survive the termination of this engagement.
Upon termination, the Firm will take reasonable steps to protect the Company's interests, including (i) returning to the Company all original client documents and materials in the Firm's possession (other than the Firm's internal work product and administrative files), (ii) providing the Company with copies of all work product prepared by the Firm in connection with the engagement, and (iii) cooperating with the Company and any successor counsel to facilitate an orderly transition of the engagement, including by making available to successor counsel, upon the Company's written request, information and materials reasonably necessary for successor counsel to assume responsibility for the matter.
9. Governing Law
This engagement letter and the relationship between the Firm and the Company arising out of or relating to this engagement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles that might otherwise require the application of the laws of another jurisdiction. Each party irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the Borough of Manhattan, City of New York, in connection with any action or proceeding arising out of or relating to this engagement letter or the Firm's representation of the Company hereunder.
10. Limitation of Liability
To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company (and its affiliates, officers, directors, employees, equity holders, and agents) arising out of or relating to this engagement, whether based on contract, tort, negligence, professional malpractice, or any other theory of liability, shall not exceed the total professional fees actually paid by the Company to the Firm in connection with this engagement. This limitation of liability shall not apply to claims arising from the Firm's willful misconduct or gross negligence.
The Company acknowledges that this limitation of liability reflects a fair and reasonable allocation of risk between the parties in light of the nature of the engagement, the fees charged, and the scope of the Firm's obligations hereunder. The Company further acknowledges that the Firm's willingness to accept this engagement at the rates set forth herein is conditioned upon the inclusion of this limitation of liability provision.
In no event shall the Firm be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, regardless of whether the Firm has been advised of the possibility of such damages.
11. Document Retention
Upon the conclusion of this engagement (whether by completion of the transaction, termination, or otherwise), the Firm will retain the engagement file in accordance with the Firm's standard document retention policy, as may be amended from time to time, and in compliance with all applicable professional responsibility rules, ethical obligations, and legal requirements. Under the Firm's current policy, closed client files are maintained for a period of ten (10) years following the conclusion of the engagement, after which time files may be destroyed in the ordinary course without further notice to or consent from the Company, unless the Company provides written instructions to the contrary.
The Company may request the return of original client documents at any time during the retention period by providing written notice to the Firm. The Firm reserves the right to retain copies of client documents for its records and for compliance with applicable record-keeping obligations.
12. Acceptance and Countersignature
We kindly request that the Company indicate its acceptance of the terms of this engagement by having an authorized representative execute the enclosed duplicate original of this letter in the space provided below and returning it to the Firm at the address set forth above, or by transmitting a signed copy via electronic mail to Theodore Langston at tlangston@calderwoodharkness.com.
The Firm will formally commence work upon receipt of the duly countersigned engagement letter. To the extent that the Firm has already commenced preliminary work on this matter at the Company's request in advance of the execution of this letter, including initial review of the term sheet and preliminary conflicts clearance, the Company agrees that the terms and conditions set forth herein shall apply retroactively to all work performed by the Firm in connection with this matter, and that such work shall be subject to the billing rates, payment terms, and other provisions of this engagement letter.
If you have any questions regarding the terms of this letter or would like to discuss any aspect of the engagement, please do not hesitate to contact me at (212) 554-8142 or at tlangston@calderwoodharkness.com, or Vivienne St. Claire at (212) 554-8209 or at vstclaire@calderwoodharkness.com. We look forward to working with you and the Skybridge team on this important transaction.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Theodore Langston
Title: Partner, Capital Markets
780 Third Avenue, 30th Floor New York, New York 10017
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Skybridge Fintech Ltd., hereby acknowledges receipt of this engagement letter, confirms that the undersigned is duly authorized to execute this engagement letter on behalf of the Company, and agrees to the terms and conditions set forth herein.
ACKNOWLEDGED AND AGREED:
SKYBRIDGE FINTECH LTD.
By: ________
Name: Deirdre Knox
Title: General Counsel & Corporate Secretary
Date: ________
Enclosure: Duplicate original for countersignature
cc: Margot Ellison, Co-Founder & Chief Executive Officer, Skybridge Fintech Ltd. cc: Rajan Sundaram, Chief Financial Officer, Skybridge Fintech Ltd. cc: Luis Ferreira, Vice President, Capital Markets & Structured Finance, Skybridge Fintech Ltd. cc: Vivienne St. Claire, Partner, Calderwood & Harkness LLP
CONFIDENTIAL — This engagement letter and the information contained herein are intended solely for the use of the addressee and the persons copied herein and may contain information that is privileged, confidential, or otherwise protected from disclosure. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this document in error, please notify the sender immediately and destroy all copies.
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.
Attorney | Position | Hourly Rate
Theodore Langston | Partner | $1,350
Vivienne St. Claire | Partner | $1,275
Simone Laroche | Associate | $825
Jeffrey Park | Associate | $675

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

ACKNOWLEDGED AND AGREED:

SKYBRIDGE FINTECH LTD.

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