OFFICER'S CERTIFICATE OF SKYBRIDGE FINTECH LTD.
Authority to Execute Data Processing Agreement and Standard Contractual Clauses
February 15, 2026
The undersigned, Thomas Elridge, in his capacity as General Counsel and Chief Privacy Officer of Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter referred to as "Skybridge" or the "Company"), with its principal office located at 4100 Silverside Road, Suite 310, Wilmington, DE 19810, hereby certifies, under penalty of perjury and for the benefit of the parties and persons entitled to rely hereon, the following facts and statements to be true, correct, and complete as of the date hereof, in connection with the execution and delivery of:
(i) That certain Data Processing Agreement (the "DPA") by and between Meridian Federal Savings Bank, a federally chartered savings bank (OCC Charter No. 14-2238), with offices at 900 Broad Street, Suite 1200, Newark, NJ 07102 (the "Controller"), and Skybridge Fintech Ltd. (the "Processor"), dated as of February 15, 2026; and
(ii) The Standard Contractual Clauses package appended thereto, incorporating Module 2 (Controller-to-Processor: Meridian → Skybridge) and Module 3 (Processor-to-Sub-processor: Skybridge → Osprey Cloud Infrastructure, Inc. and Skybridge → Skybridge Fintech Europe B.V.) adopted pursuant to EU Commission Implementing Decision (EU) 2021/914 of June 4, 2021, together with Annexes I (List of Parties, Description of Transfer, and Competent Supervisory Authority), II (Technical and Organisational Measures Including Technical and Organisational Measures to Ensure the Security of the Data), and III (List of Sub-processors) thereto (collectively with the DPA, the "Transaction Documents").
Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Transaction Documents. This Officer's Certificate is delivered pursuant to Section 12.3 of the DPA and in satisfaction of the conditions precedent set forth therein.
1. Due Organization and Good Standing
I hereby certify that Skybridge Fintech Ltd. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was incorporated on September 12, 2019, pursuant to its original Certificate of Incorporation filed with the Secretary of State of the State of Delaware on such date, and has been continuously in good standing since its formation. No proceedings for the dissolution, liquidation, or winding up of the Company have been commenced, are pending, or, to the best of my knowledge after due inquiry, are threatened.
The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, including, without limitation, the States of New Jersey, New York, California, and Texas, and the Netherlands (through its wholly owned subsidiary, Skybridge Fintech Europe B.V., registered with the Dutch Chamber of Commerce under KVK number 76218934). The Company possesses all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted, including the provision of data processing, payment facilitation, fraud analytics, and financial technology services to regulated financial institutions.
2. Corporate Authority and Authorization
I hereby certify that the execution, delivery, and performance of the Transaction Documents by the Company have been duly authorized by all necessary corporate action, including the unanimous approval of the Board of Directors of Skybridge Fintech Ltd. by written consent adopted on February 7, 2026 (the "Board Consent"), a true and correct copy of which is maintained in the minute books of the Company at its principal office. The Board Consent specifically authorized and directed the officers of the Company to execute and deliver the DPA, the Standard Contractual Clauses (including Modules 2 and 3 and all annexes thereto), and all related schedules, exhibits, and ancillary documents, and to take all such further actions as may be necessary or advisable in connection therewith.
No further corporate approvals, consents, resolutions, or proceedings on the part of the Company, including without limitation any approval by the stockholders of the Company, are required to authorize the Transaction Documents or the consummation of the transactions contemplated thereby. The Board Consent has not been amended, modified, rescinded, or revoked in any respect and remains in full force and effect as of the date hereof.
I further certify that the execution, delivery, and performance of the Transaction Documents by the Company do not and will not (a) violate, conflict with, or result in a breach of any provision of the Company's Certificate of Incorporation, as amended and restated, or the Company's Amended and Restated Bylaws, each as currently in effect; (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, any agreement, indenture, mortgage, deed of trust, license, permit, lease, or other instrument or obligation to which the Company is a party or by which the Company or any of its assets or properties is bound; or (c) result in the creation or imposition of any lien, encumbrance, charge, or security interest upon any of the Company's assets or properties.
3. Authority of Signatory
I hereby certify that Nadia Karimova holds the office of Chief Executive Officer of Skybridge Fintech Ltd. and has held such office continuously since March 15, 2021. Ms. Karimova was duly elected to such office by the Board of Directors of the Company in accordance with the Company's Amended and Restated Bylaws and applicable provisions of the Delaware General Corporation Law. Ms. Karimova's appointment has not been revoked, suspended, or otherwise terminated, and she continues to serve in such capacity as of the date hereof.
Pursuant to the Board Consent and in accordance with Section 5.02 of the Company's Amended and Restated Bylaws, Ms. Karimova has been duly authorized by the Board of Directors to execute and deliver the Transaction Documents on behalf of the Company, and to take all actions reasonably necessary or incidental to the performance of the Company's obligations thereunder.
Ms. Karimova's signature on the Transaction Documents shall be sufficient to bind the Company to the terms and obligations set forth therein, including without limitation:
(a) The Data Processing Agreement and all Schedules attached thereto, specifically Schedule A (Description of Processing Activities), Schedule B (Technical and Organizational Security Measures), Schedule C (List of Approved Sub-processors), and Schedule D (Data Subject Rights Procedures);
(b) The Standard Contractual Clauses adopted pursuant to EU Commission Implementing Decision (EU) 2021/914, including Module 2 (Controller-to-Processor: Meridian Federal Savings Bank → Skybridge Fintech Ltd.) and Module 3 (Processor-to-Sub-processor: Skybridge Fintech Ltd. → Osprey Cloud Infrastructure, Inc. and Skybridge Fintech Ltd. → Skybridge Fintech Europe B.V.), governed by the law of the Netherlands per Clause 17 (Governing Law) thereof, with disputes subject to the jurisdiction of the courts of the Netherlands per Clause 18 (Choice of Forum and Jurisdiction) thereof; and
(c) SCC Annexes I (List of Parties, Description of Transfer, and Competent Supervisory Authority, identifying the Autoriteit Persoonsgegevens as the competent supervisory authority), II (Technical and Organisational Measures), and III (List of Sub-processors), each as completed and appended to the Standard Contractual Clauses.
The specimen signature of Nadia Karimova, as it will appear on the Transaction Documents, is set forth below:
Specimen Signature: ________
Name: Nadia Karimova
Title: Chief Executive Officer
4. No Conflicts or Violations
I hereby certify that the execution and delivery of the Transaction Documents by the Company do not require the consent, approval, authorization, order, registration, qualification, or filing with or of any federal, state, local, or foreign governmental authority, regulatory body, or agency, except as has already been obtained or made prior to the date hereof. Without limiting the generality of the foregoing, to the extent that any notification, filing, or registration was required under applicable data protection laws, privacy regulations, or financial services regulations in connection with the Company's data processing activities as contemplated by the Transaction Documents, such notification, filing, or registration has been duly completed and remains current and effective.
The execution, delivery, and performance of the Transaction Documents will not conflict with, or result in a default or breach under, or give rise to any right of termination, cancellation, or acceleration of any obligation under, or require any payment under, any material agreement, contract, or instrument to which the Company is a party or by which the Company or any of its assets or properties is bound, including, without limitation:
(a) The Company's existing Master Cloud Services Agreement and associated Data Processing Agreement with Osprey Cloud Infrastructure, Inc. (the "Skybridge–Osprey DPA"), dated March 1, 2024, as amended by Amendment No. 1 thereto dated November 15, 2024, which governs the processing of personal data by Osprey Cloud Infrastructure, Inc. as a sub-processor on behalf of Skybridge;
(b) The Company's Intra-Group Data Transfer Agreement and associated Data Processing Agreement with Skybridge Fintech Europe B.V., dated June 1, 2023, as amended, which governs the transfer of personal data from the Company to its European subsidiary for purposes of localized processing and EU-based support operations; and
(c) Any other material agreement, partnership arrangement, vendor contract, or regulatory undertaking to which the Company is a party or by which it is bound as of the date hereof.
To the best of my knowledge after due inquiry, there is no pending or threatened action, suit, proceeding, investigation, or claim against the Company that would challenge, prevent, enjoin, or materially delay the execution, delivery, or performance of the Transaction Documents or the consummation of the transactions contemplated thereby.
5. Representations Regarding Compliance and Insurance
I hereby certify the following with respect to the Company's compliance posture and insurance coverage as of the date hereof:
Cyber-Liability Insurance. The Company maintains in full force and effect a cyber-liability insurance policy bearing Policy No. CYB-2025-04821, issued by Bastion Mutual Insurance Company, a carrier rated "A" (Excellent) by AM Best with a Financial Size Category of XV, providing Technology Errors and Omissions (Tech E&O) and Cyber Liability coverage with limits of Ten Million Dollars ($10,000,000) per occurrence and Twenty Million Dollars ($20,000,000) in the aggregate per policy year. The current policy period runs from January 1, 2026 through December 31, 2026. Such coverage includes, without limitation, coverage for data breach response costs, regulatory defense and penalties, business interruption, network security liability, and media liability. The foregoing coverage satisfies the minimum insurance requirements set forth in Section 9.1 of the DPA. All premiums due and payable under such policy have been paid in full, and no event has occurred, and no condition exists, that would entitle the insurer to void, cancel, or deny coverage under such policy.
SOC 2 Type II Report. The Company holds a current SOC 2 Type II report (the "SOC 2 Report") prepared and issued by Graystone & Ketchum LLP, an independent certified public accounting firm registered with the Public Company Accounting Oversight Board, covering the examination period from October 1, 2024 through September 15, 2025. The SOC 2 Report evaluates the Company's controls relevant to the Trust Services Criteria for Security, Availability, Processing Integrity, Confidentiality, and Privacy, as established by the American Institute of Certified Public Accountants (AICPA). The SOC 2 Report is unqualified and contains no material exceptions or findings. A copy of the SOC 2 Report has been provided to the Controller pursuant to Section 7.4 of the DPA, subject to the confidentiality obligations set forth therein.
EU-US Data Privacy Framework. The Company has self-certified under the EU-US Data Privacy Framework (the "DPF"), as administered by the International Trade Administration of the U.S. Department of Commerce, under Certification ID: DPF-2025-03912, effective as of July 1, 2025. The Company's DPF certification covers all personal data received from the European Economic Area in reliance on the DPF, including personal data processed in connection with the Transaction Documents. The Company's DPF certification is current, active, and publicly listed on the Data Privacy Framework website maintained by the U.S. Department of Commerce. The Company has designated JAMS as its independent recourse mechanism for purposes of the DPF and is in compliance with all applicable DPF principles, including the principles of Notice, Choice, Accountability for Onward Transfer, Security, Data Integrity and Purpose Limitation, Access, and Recourse, Enforcement and Liability.
6. Binding Effect
I hereby certify that the Transaction Documents, when duly executed and delivered by the Company through its authorized signatory, Nadia Karimova, Chief Executive Officer, shall constitute the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject only to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability affecting the enforcement of creditors' rights generally, and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing, regardless of whether enforceability is considered in a proceeding in equity or at law.
The obligations of the Company under the Transaction Documents are not subject to any defenses, offsets, counterclaims, or conditions that have not been disclosed in writing to the Controller prior to the date hereof. The Company has reviewed the Transaction Documents in their entirety and understands and accepts the obligations imposed upon the Processor thereunder, including, without limitation, the obligations relating to data security, sub-processing, data subject rights, cross-border data transfers, data breach notification, audit cooperation, and data return and deletion upon termination.
7. Reliance
This Officer's Certificate is being delivered to Meridian Federal Savings Bank in connection with the execution and delivery of the Transaction Documents and in satisfaction of the requirements set forth in Section 12.3 of the DPA. This Officer's Certificate may be relied upon by Meridian Federal Savings Bank, its officers, directors, employees, agents, successors, and assigns; its regulators, including, without limitation, the Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC), and the Consumer Financial Protection Bureau (CFPB); and its outside legal counsel, Blackwell, Raines & Stoddard LLP.
The undersigned acknowledges that Meridian Federal Savings Bank is entering into the Transaction Documents in material reliance upon the certifications, representations, and warranties set forth in this Officer's Certificate, and that any material misstatement or omission herein may give rise to liability on the part of the Company and the undersigned individually to the fullest extent permitted by applicable law.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the 15th day of February, 2026.
SKYBRIDGE FINTECH LTD.
By: ________
Name: Thomas Elridge
Title: General Counsel and Chief Privacy Officer
Address:
4100 Silverside Road, Suite 310 Wilmington, DE 19810