Contract analysis

I. PURPOSE AND EXECUTIVE SUMMARY This memorandum summarizes the closing of the enterprise Software-as-a-Service transaction between Skybridge Fintech Ltd. ("Skybridge" or "SBF"), as Licensor, and Meridian National Bank, National Association ("Meridian" or "MNB"), as Licensee, for the deployment of Skybridge's AI-driven anti-money-laundering and transaction-monitoring platform, SkyComply™ (the "Transaction"). The purp

II. PARTIES TO THE TRANSACTION A. Skybridge Fintech Ltd. (Licensor / Client) Full Legal Name: Skybridge Fintech Ltd. Entity Type: Delaware limited company (alternative entity organized under the Delaware Limited Liability Company Act and subsequently converted to a limited company under the Delaware Alternative Entity statute, Title 6, Chapter 17 of the Delaware Code) Jurisdiction of Formation: State of Delaware Head

III. TRANSACTION OVERVIEW AND AGREEMENT STRUCTURE A. Transaction Summary The table below summarizes the key structural parameters of the Transaction: SkyComply™ is Skybridge's flagship enterprise platform, which leverages artificial intelligence and machine learning models to perform real-time transaction monitoring, suspicious activity detection, customer due diligence and enhanced due diligence screening, sanctions

1. Master Software-as-a-Service Agreement ("MSA") — the principal agreement governing the license grant, service obligations, commercial relationship, and legal framework between the parties. The MSA contains 27 articles and incorporates the Order Form and all exhibits by reference.

2. Order Form — attached to and incorporated by reference into the MSA, setting forth the specific commercial terms for the initial deployment, including licensed user counts, fee calculations, payment schedule, implementation milestones, and incremental user pricing. The Order Form is structured as a standalone document executed by both parties for ease of amendment in the event of future scope changes.

3. Exhibit A — Service Level Agreement Exhibit ("SLA Exhibit") — sets forth uptime commitments, credit structures, exclusions, measurement methodology, maintenance windows, incident severity classifications, and response time targets.

4. Exhibit B — Security Exhibit — specifies the security controls, certifications, encryption standards, data residency requirements, penetration testing obligations, security incident notification procedures, audit rights, subprocessor approval processes, background check requirements, and data retention and deletion obligations applicable to Skybridge's hosting and processing of Meridian data.

5. Exhibit C — Data Processing Addendum ("DPA") — addresses data processing obligations under the Gramm-Leach-Bliley Act ("GLBA"), applicable state data privacy laws, and any international data protection regimes that may apply to Meridian's international operations. The DPA designates Skybridge as a "service provider" (and, for GLBA purposes, a processor of nonpublic personal information) and establishes data proces

6. Exhibit D — Acceptable Use Policy ("AUP") — establishes the acceptable use parameters for Meridian's access to and use of the SkyComply™ platform, including prohibited activities, user responsibility provisions, and the basis for Meridian's indemnification obligations under the MSA with respect to claims arising from breach of the AUP.

7. Source Code Escrow Agreement — a three-party agreement among Skybridge (as Depositor), Meridian (as Beneficiary), and Sentinel Escrow Services, Inc. (as Escrow Agent). The agreement is identified as Escrow Agreement Number SCE-2025-04417 and governs the deposit, maintenance, verification, and conditional release of the SkyComply™ source code and related build materials. The Escrow Agreement is a standalone instrum

IV. KEY COMMERCIAL TERMS A. Fee Structure and Pricing The commercial terms of the Transaction were negotiated to reflect both the scale of the Meridian deployment and the strategic importance of the relationship for Skybridge. The fee structure is set forth in the Order Form and is summarized as follows: Licensed Users: 32,000 named users initially. The named-user licensing model requires each individual who accesses

V. KEY NEGOTIATED TERMS — FINAL RESOLUTION OF OPEN ISSUES This Section presents the final resolution of the principal issues that were subject to extended negotiation between the parties. Each subsection identifies the initial positions of the respective parties, the negotiation dynamics, and the final agreed position reflected in the executed documents. These issues were discussed over the course of approximately si

I. Representations and Warranties Representations and Warranties by Skybridge: (a) The SkyComply™ platform will perform materially in accordance with the Documentation provided to Meridian, which includes all user guides, technical specifications, API documentation, and release notes made available through the platform's online documentation portal; (b) All professional services (including implementation, onboarding,

VI. SOURCE CODE ESCROW To address Meridian's business continuity concerns and to provide assurance of continued platform access in the event of certain adverse events affecting Skybridge, the parties entered into a three-party Source Code Escrow Agreement with the following terms: Escrow Agent: Sentinel Escrow Services, Inc., 100 Wilshire Boulevard, Suite 950, Santa Monica, CA 90401 Escrow Agreement Number: SCE-2025-