Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to analyze the regulatory framework applicable to Skybridge Fintech Ltd. ("Skybridge" or "SBF") as a technology service provider to Meridian National Bank, N.A. ("Meridian" or "MNB"), a national banking association chartered by the Office of the Comptroller of the Currency ("OCC") and further regulated by the Board of Governors of the Federal Reserve System (the

1. OCC Bulletin 2013-29, titled "Third-Party Relationships: Risk Management Guidance," which sets forth the OCC's supervisory expectations for national banks in managing risks associated with third-party relationships, including technology service providers;

2. The Interagency Guidance on Third-Party Relationships: Risk Management, jointly issued by the OCC, the Federal Reserve, and the FDIC in June 2023, which provides updated, consolidated guidance applicable to all supervised banking organizations;

3. The Bank Service Company Act, codified at 12 U.S.C. § 1861 et seq. (with particular emphasis on § 1867(c)), which grants federal banking regulators independent statutory authority to examine the operations of technology service providers that furnish services to insured depository institutions; and

4. BSA/AML regulatory considerations specific to the SkyComply™ platform, including the platform's role in supporting Meridian's compliance with the Bank Secrecy Act ("BSA"), as amended by the USA PATRIOT Act and the Anti-Money Laundering Act of 2020, and their implementing regulations, including the regulations promulgated by the Financial Crimes Enforcement Network ("FinCEN") and the examination standards set forth

II. REGULATORY FRAMEWORK OVERVIEW A. OCC Bulletin 2013-29: Third-Party Relationships — Risk Management Guidance OCC Bulletin 2013-29, issued by the Office of the Comptroller of the Currency on October 30, 2013, establishes the OCC's comprehensive expectations for national banks and federal savings associations in managing the risks associated with third-party relationships. The Bulletin was issued against a backdrop

III. BSA/AML REGULATORY COMPLIANCE CONSIDERATIONS SPECIFIC TO SKYCOMPLY™ A. Nature of the SkyComply™ Platform SkyComply™ is Skybridge's proprietary AI-driven anti-money-laundering and transaction-monitoring platform. It employs machine learning algorithms and rule-based logic to analyze transaction patterns, detect anomalies, and generate alerts for potential suspicious activity. The platform is designed to serve as

IV. REQUIRED CONTRACTUAL PROVISIONS — OCC AND INTERAGENCY GUIDANCE This section discusses the specific contractual provisions that OCC Bulletin 2013-29 and the Interagency Guidance identify as essential components of contracts between banking organizations and third-party service providers, with particular emphasis on critical-activity relationships. For each category of provisions, this section describes the regulat