Contract analysis

Section 1: Definitions The following definitions apply to this Exhibit A. Where a term defined in this Section 1 is also defined in the MSA, the definition set forth in this Exhibit A shall control solely for purposes of interpreting and applying the provisions of this SLA. 1.1 "Availability" or "Uptime" shall mean the percentage of time during a Measurement Period that the SkyComply™ platform is operational and acce

Section 2: Availability Target 2.1 Platform Availability Target. Provider shall use commercially reasonable efforts to maintain Availability of the SkyComply™ platform of not less than ninety-nine and nine-tenths percent (99.9%) per Measurement Period (the "Availability Target"). The Availability Target represents Provider's commitment to the minimum level of platform Availability during each Measurement Period, and

Section 3: Measurement Methodology 3.1 Calculation of Availability. Availability for each Measurement Period shall be calculated using the following formula: Availability (%) = ((Total Available Minutes – Downtime Minutes) ÷ Total Available Minutes) × 100 Where: (a) Total Available Minutes equals the total number of minutes in the applicable calendar month, minus the aggregate number of Scheduled Maintenance minutes

Section 4: Scheduled Maintenance 4.1 Standard Maintenance Windows. Provider may perform Scheduled Maintenance during the following standard maintenance window: Saturdays, 2:00 AM – 6:00 AM Eastern Time (a maximum of four (4) hours per week). Downtime occurring during the standard maintenance window, where such maintenance has been noticed in accordance with Section 4.2, shall not count toward Downtime Minutes for pur

Section 5: Service Level Credits 5.1 SLA Credit Tiers. If Availability in any Measurement Period falls below the Availability Target, Customer shall be entitled to receive SLA Credits calculated as a percentage of the Monthly Subscription Fee for the applicable Measurement Period, in accordance with the following tiered schedule: For the avoidance of doubt, SLA Credits are not cumulative across tiers; the applicable

Section 6: Termination Rights for Chronic Availability Failures 6.1 Termination Trigger. Customer shall have the right to terminate the MSA upon written notice to Provider if Availability falls below ninety-eight percent (98.0%) in any three (3) of any consecutive six (6) Measurement Periods (the "Primary Termination Trigger"). For purposes of this Section 6.1, the three Measurement Periods need not be consecutive, s

Section 7: Incident Response and Resolution 7.1 Severity Classifications. All incidents affecting the availability, performance, or functionality of the SkyComply™ platform shall be classified by Provider in accordance with the following severity matrix. Provider shall assign the initial Severity Level classification; provided, however, that Customer may request reclassification to a higher Severity Level by providin

Section 8: Performance Standards Beyond Availability 8.1 Response Time. In addition to the Availability Target set forth in Section 2, Provider shall maintain the following performance standards with respect to the responsiveness of the SkyComply™ platform: (a) API Response Time. Provider shall maintain average API response times of no more than five hundred (500) milliseconds, measured at the application layer (excl

Section 9: Subprocessor SLA Flow-Down 9.1 Orion Cloud Services, Inc. Provider acknowledges that the SkyComply™ platform is hosted on cloud infrastructure provided by Orion Cloud Services, Inc. ("Orion Cloud"), a Delaware corporation with principal offices at 4500 Great America Parkway, Santa Clara, CA 95054. Provider represents that, as of the date of this Exhibit A, Orion Cloud's current platform service level agree

Section 10: Steering Committee and Governance 10.1 Quarterly Service Reviews. The Steering Committee established under Article [8] of the MSA shall conduct quarterly reviews of SLA performance in connection with its regularly scheduled meetings. Each quarterly service review shall include, at a minimum, the following agenda items: (a) review of Availability trends for the preceding quarter and trailing twelve (12) mo

Section 11: General Provisions 11.1 Governing Law. This Exhibit A shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of laws principles, consistent with the governing law provision of the MSA. 11.2 Order of Precedence. This Exhibit A is an integral part of the MSA and is incorporated herein by reference. In the event of any conflict, ambiguity, or

1. Uptime Standard. Maintained at 99.9% (Skybridge position). The HTM markup dated May 28, 2025, on behalf of Meridian National Bank, requested 99.95%. This request was rejected based on the technical rationale set forth in Section 2.1 of this revised draft, which is grounded in the upstream SLA provided by Orion Cloud Services, Inc. (99.95% monthly uptime for infrastructure services). At a 99.95% infrastructure-laye

2. SLA Credit Cap. Maintained at 30% monthly / 15% annual (Skybridge position). HTM's May 28 markup requested elimination of all caps on SLA Credits. This position was rejected as inconsistent with standard market practice and disproportionate to the fee structure. The 15% annual cap, combined with the enhanced credit tiers, provides Customer with meaningful financial protection while preserving appropriate risk allo

3. Credit Tiers. Added intermediate tiers (99.9%–99.7% and 99.7%–99.5%) and increased credit percentages at lower tiers as a compromise. The Enhanced Credit Tier Alternative in Section 5.1 is presented as a bracketed option for Customer's consideration. The standard credit tiers remain in the agreement as the baseline. The final tier structure is subject to further negotiation.

4. Termination Trigger. The original Primary Termination Trigger (Availability below 98.0% in three of six consecutive months) has been retained. A new Secondary Termination Trigger has been added at Section 6.2 (Availability below 99.0% in four of six consecutive months) to provide Customer with additional exit protection at a higher Availability threshold. This additional trigger was a key concession to offset Cust

5. Cure Right. Section 6.3 adds a limited cure right permitting Provider one opportunity during the Initial Term to present a remediation plan and demonstrate improved performance (99.5% Availability over two consecutive months) before Customer's termination right becomes effective. This provision balances the new Secondary Termination Trigger and was included at the request of Amara Okafor.

6. Measurement Methodology. Refined in this revised draft to specify: (a) automated monitoring with a minimum polling interval of 60 seconds; (b) 24-month data retention for monitoring data; (c) near-real-time availability dashboards accessible to Customer's administrators; and (d) a detailed dispute resolution process for Availability calculations with interim treatment of undisputed credit amounts.

7. Remaining Open Issues (Bracketed). The Enhanced Credit Tier Alternative in Section 5.1 is bracketed and presented for Customer's consideration. The final tier structure remains subject to negotiation. All other material terms are reflected as agreed or compromised positions, subject to Customer's review and confirmation. Prepared by: Amy Chesterton, Calderwood & Harkness LLP, following consultation with Amara Okaf