Contract analysis

Section 1: Licensed Platform 1.1 Platform. The software platform licensed under this Order Form is SkyComply™ — Skybridge's proprietary, AI-driven anti-money-laundering ("AML") and transaction-monitoring platform (the "Platform"). The Platform provides, among other things, real-time transaction surveillance, suspicious activity detection and scoring, case management, regulatory reporting workflows, and analytics dash

Section 2: Licensed Users 2.1 Initial Licensed Users. The initial number of licensed users under this Order Form shall be thirty-two thousand (32,000) named users (the "Initial Licensed Users"). 2.2 Covered Divisions. The Initial Licensed Users shall encompass personnel across Meridian's retail banking, commercial banking, and wealth management divisions, including both United States and international operations of s

Section 3: Term 3.1 Implementation Period The implementation period (the "Implementation Period") shall commence on September 15, 2025 (the "Implementation Start Date") and shall conclude on February 28, 2026, a duration of approximately five and one-half (5.5) months. During the Implementation Period, the Parties shall collaborate in good faith to complete the activities necessary to bring the Platform to operationa

Section 4: Fees and Payment Terms 4.1 Fee Summary The following table sets forth the undiscounted fee components for each Contract Year: Gross Undiscounted Total Contract Value: $53,600,000, calculated as Year 1 ($13,600,000) plus Years 2 through 5 ($10,000,000 × 4 = $40,000,000). 4.2 Volume discount In consideration of Meridian's commitment to the full five (5)-year Initial Term and the total contract value represen

Section 5: Service Levels The service levels applicable to the SkyComply™ Platform, including without limitation platform availability (uptime) targets, service level credits, incident severity classifications, incident response and resolution times, scheduled maintenance windows, and reporting obligations, are set forth in the SLA Exhibit (Exhibit A to the MSA), which is incorporated herein by reference as if set fo

Section 6: Exhibits Incorporated by Reference This Order Form is subject to, and incorporates by reference, the following Exhibits to the MSA, each of which shall apply to the Platform and the services provided hereunder: (a) Exhibit A — Service Level Agreement (SLA Exhibit), setting forth uptime commitments, SLA credits, incident response and resolution targets, and related service level obligations; (b) Exhibit B —

Section 7: Source Code Escrow The Parties acknowledge that they have entered into a separate Source Code Escrow Agreement (Escrow Agreement No. SCE-2025-04417) with Sentinel Escrow Services, Inc. as the escrow agent (the "Escrow Agent"), pursuant to which Skybridge has deposited, or shall deposit within thirty (30) days of execution of this Order Form, the source code, build scripts, database schemas, and related tec

Section 8: Insurance 8.1 Skybridge shall procure and maintain, at its sole cost and expense, insurance coverage in accordance with the applicable provisions of the MSA throughout the Term, including, without limitation, Technology Errors & Omissions / Cyber Liability insurance coverage with limits of not less than $25,000,000 per occurrence and $50,000,000 in the aggregate. Such coverage is currently maintained under

Section 9: Pinnacle Ridge Consent Skybridge represents and warrants to Meridian that it has obtained all requisite internal corporate approvals for the execution, delivery, and performance of this Order Form and the MSA, including, without limitation, the written consent of Pinnacle Ridge Capital Partners, LP, Skybridge's majority equity holder, as required under Skybridge's organizational documents and governing agr

Section 10: Governing Law This Order Form shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles or any choice-of-law rules that would cause the application of the laws of any other jurisdiction. The governing law provision of this Order Form is consistent with and supplementary to the governing law provision of the MSA, and all dispu

Section 11: Order of Precedence In the event of any conflict or inconsistency between the terms of this Order Form and the terms of the MSA (including its Exhibits), the MSA shall control and take precedence; provided, however, that with respect to the specific commercial terms set forth in this Order Form — including, without limitation, fees, fee schedules, volume discounts, the Annual Escalator, user counts, and t

Section 12: Entire Agreement This Order Form, together with the MSA and the Exhibits and Schedules referenced herein and therein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, proposals, representations, understandings, or agreements, whether written or oral, relating to such subject matter. No amendment, modifi

Section 13: Counterparts This Order Form may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Order Form by electronic transmission (including by .pdf, .tif, or any electronic signature compliant with the U.S. Electronic Signatures in Global and Nat