1009-00007 · Skybridge Fintech Ltd · Closing

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OFFICER'S CERTIFICATE OF SKYBRIDGE FINTECH LTD.

Delivered Pursuant to Section 8.01(c) of the Master Software-as-a-Service Agreement

This Officer's Certificate (this "Certificate") is delivered in connection with that certain Master Software-as-a-Service Agreement (the "MSA"), dated as of July 1, 2025, by and between Skybridge Fintech Ltd., a Delaware limited company ("Skybridge" or the "Company"), and Meridian National Bank, National Association, a national banking association organized and existing under the laws of the United States ("Meridian"). This Certificate is delivered at the closing of the transactions contemplated by the MSA and the other Transaction Documents (as defined below).

RECITALS

The undersigned, Priya Chandrasekaran, hereby certifies that she is the duly elected and currently serving Chief Executive Officer of Skybridge Fintech Ltd. and is executing and delivering this Officer's Certificate pursuant to Section 8.01(c) of the MSA. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the MSA.

The MSA governs the license and provision of Skybridge's proprietary AI-driven anti-money-laundering and transaction-monitoring software platform known as SkyComply™ (the "Platform") to Meridian, including associated implementation, configuration, training, support, and managed services as more fully described in the MSA and the applicable Order Form. The Total Contract Value of the MSA is Fifty Million Dollars ($50,000,000) over a five (5)-year initial term commencing on the Effective Date, subject to such renewal terms as are set forth in the MSA.

The MSA is accompanied by, and the transactions contemplated thereby include, the following ancillary documents, each of which is attached to or delivered in connection with the MSA: (i) the Order Form; (ii) the Service Level Agreement Exhibit (Exhibit A) (the "SLA Exhibit"); (iii) the Security Exhibit (Exhibit B) (the "Security Exhibit"); (iv) the Data Processing Addendum (Exhibit C) (the "DPA"); (v) the Acceptable Use Policy (Exhibit D) (the "AUP"); and (vi) the Source Code Escrow Agreement (Escrow Agreement Number SCE-2025-04417) among Skybridge, Meridian, and Sentinel Escrow Services, Inc. (the "Source Code Escrow Agreement") (the MSA, together with the Order Form, the SLA Exhibit, the Security Exhibit, the DPA, the AUP, and the Source Code Escrow Agreement, collectively, the "Transaction Documents").

In her capacity as Chief Executive Officer of the Company, the undersigned hereby certifies to Meridian and its counsel as follows:

SECTION 1: ORGANIZATION AND GOOD STANDING

The Company is a limited company duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been formed as an alternative entity under the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code (the "Delaware Alternative Entity Statute"). The Company's jurisdiction of formation is the State of Delaware, and its Certificate of Formation was duly filed with the Secretary of State of the State of Delaware on September 14, 2017.

The Company's principal office is located at 1400 Concord Pike, Suite 320, Wilmington, Delaware 19803. The Company is duly qualified to do business and is in good standing as a foreign limited company in each jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company's ability to perform its obligations under the Transaction Documents. A certificate of good standing from the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the date hereof, has been delivered or will be delivered to Meridian concurrently herewith.

SECTION 2: POWER AND AUTHORITY

The Company has all requisite limited company power and authority to execute, deliver, and perform its obligations under the MSA and each of the other Transaction Documents to which it is a party. Without limiting the generality of the foregoing, the Company has all requisite limited company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted in connection with the transactions contemplated by the Transaction Documents, including, without limitation, the provision of the SkyComply™ platform and all related implementation, configuration, customization, integration, training, support, maintenance, and managed services to Meridian as described in the MSA, the Order Form, and the SLA Exhibit.

The Company further possesses all governmental licenses, permits, authorizations, registrations, consents, and approvals necessary for the conduct of its business as presently conducted and as contemplated by the Transaction Documents, and all such licenses, permits, authorizations, registrations, consents, and approvals are in full force and effect and are not subject to any pending or, to the knowledge of the undersigned, threatened revocation, suspension, cancellation, limitation, or modification.

SECTION 3: DUE AUTHORIZATION

The execution, delivery, and performance by the Company of the MSA and each of the other Transaction Documents to which the Company is a party have been duly and validly authorized by all necessary action on the part of the Company, including, without limitation:

(a) Approval by the Board of Directors (or equivalent governing body) of Skybridge Fintech Ltd., by unanimous written consent adopted in accordance with the Company's limited company agreement and applicable provisions of the Delaware Alternative Entity Statute, effective as of June 23, 2025, a true and complete copy of which has been delivered to counsel for Meridian; and

(b) The prior written consent of Pinnacle Ridge Capital Partners, LP ("Pinnacle Ridge"), the Company's majority equity holder, holding a sixty-two percent (62%) ownership stake in the Company, as required under Section 7.4(d) of the Amended and Restated Limited Company Agreement of Skybridge Fintech Ltd., dated as of March 1, 2021, as amended (the "Company Agreement"), which requires the prior written consent of any equity holder holding more than fifty percent (50%) of the outstanding equity interests of the Company for the execution by the Company of any contract, agreement, or commitment having a total contract value in excess of Twenty-Five Million Dollars ($25,000,000). Pinnacle Ridge's written consent was duly executed by Elise Drummond, Managing Partner of Pinnacle Ridge Capital Partners, LP, on June 20, 2025, and was reviewed and approved as to form and substance by Pinnacle Ridge's outside legal counsel, Alcott & Grenier LLP (Simone Alcott, Partner), prior to its execution. A true and complete copy of such written consent has been delivered to counsel for Meridian.

No further approval, consent, authorization, order, filing, registration, or other action by or with respect to any equity holder, director, manager, officer, or other person or entity (including, without limitation, any governmental authority or regulatory body) is required for the valid execution, delivery, and performance of the Transaction Documents by the Company, or for the consummation of the transactions contemplated thereby.

SECTION 4: NO CONFLICTS

The execution, delivery, and performance of the MSA and each of the other Transaction Documents by the Company do not and will not:

(a) violate, conflict with, or result in a breach of any provision of, or constitute a default under, the Company's Certificate of Formation, the Company Agreement, or any other organizational or governing document of the Company;

(b) violate, conflict with, or result in a breach of, or constitute a default under, any law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any court, governmental authority, or regulatory body applicable to the Company or any of its properties, assets, or business, including, without limitation, any applicable federal or state banking laws, regulations, or supervisory guidance;

(c) result in any breach of, constitute a default (or an event that, with or without the giving of notice or the passage of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, amendment, acceleration, or modification of, or any right to any payment under, any material contract, agreement, indenture, mortgage, lease, license, permit, instrument, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound; or

(d) result in the creation or imposition of any lien, encumbrance, security interest, charge, claim, pledge, restriction, or other encumbrance of any kind upon any of the assets, properties, or rights of the Company, including, without limitation, any of the intellectual property rights in and to the SkyComply™ platform or any component thereof.

SECTION 5: ENFORCEABILITY

The MSA and each of the other Transaction Documents to which the Company is a party constitute (or, when duly executed and delivered by the Company in accordance with their respective terms, will constitute) the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject in each case to: (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, receivership, and other similar laws relating to or affecting the enforcement of creditors' rights generally, as from time to time in effect; and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, principles relating to the availability of specific performance, injunctive relief, or other equitable remedies.

The MSA is governed by and shall be construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the other Transaction Documents is governed by the law specified therein or, if no governing law is specified, by the laws of the State of Delaware on the same basis.

SECTION 6: REPRESENTATIONS AND WARRANTIES — BRING-DOWN

Each of the representations and warranties made by Skybridge in the MSA (including, without limitation, those set forth in Article IX thereof) is true and correct in all material respects as of the date hereof (except for those representations and warranties that are qualified by materiality or "Material Adverse Effect" qualifiers, which are true and correct in all respects as of the date hereof), in each case with the same force and effect as though such representations and warranties had been made on and as of the date hereof (except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date). Without limiting the generality of the foregoing, the undersigned hereby specifically certifies that the following representations and warranties remain true and correct in all material respects as of the date hereof:

(a) The SkyComply™ platform will perform materially in accordance with the Documentation (as defined in the MSA), including all user manuals, technical specifications, and functional descriptions made available by Skybridge to Meridian, and will substantially conform to the specifications and requirements set forth in the Order Form and the SLA Exhibit;

(b) All services to be performed by Skybridge under the MSA and the other Transaction Documents (including, without limitation, all implementation, configuration, integration, training, support, maintenance, and managed services) will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards and practices applicable to providers of similar services to financial institutions of comparable size and complexity;

(c) The Company has all necessary rights, title, and interest (including, without limitation, all intellectual property rights) to grant to Meridian the licenses and rights of use with respect to the SkyComply™ platform and the Documentation as set forth in the MSA, and the grant of such licenses and rights does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights or other proprietary rights of any third party;

(d) The SkyComply™ platform, as delivered to Meridian, does not and will not contain any malicious code, including, without limitation, any virus, worm, Trojan horse, time bomb, drop-dead device, ransomware, spyware, adware, backdoor, or other software routine or hardware component designed to permit unauthorized access to Meridian's systems or data, to disable or erase software, hardware, or data, or to perform any other actions not described in the Documentation;

(e) The Company is in material compliance with all applicable laws, rules, regulations, orders, and governmental requirements relating to its business and the transactions contemplated by the Transaction Documents, including, without limitation, the Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801–6827) ("GLBA") and the regulations promulgated thereunder, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the USA PATRIOT Act (Pub. L. 107-56), and all applicable anti-money-laundering ("AML") regulations, including, without limitation, the regulations promulgated by the Financial Crimes Enforcement Network ("FinCEN"), and the interagency guidance issued by the Federal Financial Institutions Examination Council ("FFIEC"); and

(f) The Company's information security practices and procedures, including its data protection, access control, incident response, disaster recovery, and business continuity programs, meet or exceed the industry standards applicable to financial services SaaS providers and technology service providers to regulated financial institutions, including, without limitation, the standards and guidelines set forth in the FFIEC IT Examination Handbook, the NIST Cybersecurity Framework (CSF) Version 2.0, and the applicable requirements of the OCC's Third-Party Risk Management Guidance (OCC Bulletin 2023-17).

SECTION 7: SECURITY CERTIFICATIONS AND COMPLIANCE

The Company currently holds the following security certifications and audit reports, each of which remains valid and in full force and effect as of the date hereof:

(a) SOC 2 Type II Audit Report — A Service Organization Control (SOC) 2 Type II audit report covering the Trust Services Criteria for Security, Availability, Processing Integrity, Confidentiality, and Privacy, issued by Crestfield Cyber Advisors, Inc. (Lead Auditor: Deepa Rajan, CISA, CISSP), dated March 15, 2025, covering the twelve-month examination period from March 1, 2024 through February 28, 2025. The report contained an unqualified opinion with no material exceptions noted. A copy of the SOC 2 Type II report has been made available to Meridian and its counsel under the terms of a non-disclosure agreement; and

(b) ISO/IEC 27001:2022 Certificate — An Information Security Management System (ISMS) certification pursuant to ISO/IEC 27001:2022, issued by Crestfield Cyber Advisors, Inc. (as an accredited certification body), certificate number ISMS-2025-SB-0482, dated January 22, 2025, with a validity period of three (3) years, subject to annual surveillance audits. The scope of certification covers the design, development, deployment, operation, and support of the SkyComply™ platform and related infrastructure.

The Company's data security practices, policies, and technical controls, including, without limitation: (i) encryption standards utilizing AES-256 for data at rest and TLS 1.2 or higher for data in transit; (ii) data residency controls ensuring that all Meridian Data (as defined in the MSA) and all processing thereof is maintained exclusively within the continental United States, utilizing Orion Cloud Services, Inc. US-East (Northern Virginia) and US-West (Oregon) regions as the Company's primary and secondary data center locations, respectively; and (iii) personnel background check requirements consistent with FFIEC guidelines, including criminal background checks, credit history checks, and employment verification for all personnel with access to Meridian Data or Meridian's production environment, are in compliance with the requirements set forth in the Security Exhibit (Exhibit B) to the MSA and with all applicable regulatory requirements.

SECTION 8: INSURANCE

The Company maintains in full force and effect insurance coverage that meets or exceeds the requirements set forth in Section 12.03 of the MSA, including, without limitation, the following policies:

(a) Technology Errors & Omissions / Cyber Liability Insurance — Issued by Coastal Assurance Corporation (A.M. Best Rating: A+ (Superior), XV), Policy Number CA-TECH-2025-07831, with coverage limits of Twenty-Five Million Dollars ($25,000,000) per occurrence and Fifty Million Dollars ($50,000,000) in the aggregate, with a policy period of April 1, 2025 through March 31, 2026. Such policy includes coverage for technology errors and omissions, network security and privacy liability, data breach response costs, regulatory defense and penalties, media liability, and cyber extortion;

(b) Commercial General Liability Insurance — With coverage limits of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the annual aggregate, including coverage for bodily injury, property damage, personal and advertising injury, and products-completed operations;

(c) Workers' Compensation Insurance — Providing coverage at statutory limits as required by the laws of each state in which the Company has employees, together with Employer's Liability coverage with limits of not less than One Million Dollars ($1,000,000) per accident, One Million Dollars ($1,000,000) per employee for disease, and One Million Dollars ($1,000,000) policy limit for disease; and

(d) Umbrella/Excess Liability Insurance — Providing excess coverage over the primary commercial general liability, employer's liability, and automobile liability policies, with combined limits of not less than Ten Million Dollars ($10,000,000) per occurrence and in the aggregate.

Each of the foregoing insurance policies is written by an insurer with a financial strength rating of not less than "A-" by A.M. Best Company and includes Meridian National Bank, National Association, as an additional insured to the extent required by the MSA. A certificate of insurance evidencing all required coverages, including endorsements naming Meridian as an additional insured and providing for not less than thirty (30) days' prior written notice of cancellation, non-renewal, or material modification, will be delivered to Meridian within ten (10) business days of execution of the MSA, as required under Section 12.03(f) thereof.

SECTION 9: NO MATERIAL ADVERSE CHANGE / NO BREACH

Since the date of the Company's most recent audited financial statements (audit opinion dated April 30, 2025, issued by Hathaway & Pendleton, LLP, an independent registered public accounting firm, Lead Audit Partner: Bruce Ogilvie, CPA, for the Company's fiscal year ended December 31, 2024), there has been no material adverse change in the business, operations, properties, assets, liabilities, financial condition, or results of operations of the Company. Without limiting the generality of the foregoing, since such date: (i) the Company has not incurred any liabilities or obligations (whether absolute, accrued, contingent, or otherwise) that would be material to the Company's ability to perform its obligations under the Transaction Documents; (ii) the Company has not suffered any loss, damage, or destruction to any of its material assets or properties, whether or not covered by insurance; (iii) the Company has not entered into any transaction outside the ordinary course of business that would reasonably be expected to have a material adverse effect on its ability to perform under the Transaction Documents; and (iv) no litigation, arbitration, administrative proceeding, governmental investigation, or other proceeding has been commenced or, to the knowledge of the undersigned, threatened against the Company that would reasonably be expected to have a material adverse effect on the Company or its ability to perform its obligations under the Transaction Documents.

No event has occurred, and no condition or circumstance exists, that constitutes, or that with the giving of notice or the passage of time, or both, would constitute, a default, breach, or event of default under the MSA or any of the other Transaction Documents on the part of the Company.

SECTION 10: AUTHORIZED SIGNATORIES

The undersigned, Priya Chandrasekaran, is the duly elected and currently serving Chief Executive Officer of Skybridge Fintech Ltd. and is authorized, pursuant to the resolutions adopted by the Board of Directors (or equivalent governing body) of the Company and the written consent of Pinnacle Ridge Capital Partners, LP (each as described in Section 3 above), to execute and deliver the MSA, the Order Form, and each of the other Transaction Documents on behalf of the Company, and to take all actions and execute all further documents, instruments, and agreements as may be necessary or desirable to consummate the transactions contemplated by the Transaction Documents. No other signature or approval is required for the valid and binding execution and delivery of the Transaction Documents by the Company.

The signature of the undersigned appearing below is her genuine signature.

SECTION 11: RELIANCE

This Officer's Certificate is being delivered to Meridian National Bank, National Association, and its outside legal counsel, Hargrove, Tully & Cascade Insurance Brokers (attention: Douglas Krenshaw, Partner), in connection with the closing of the transactions contemplated by the MSA and the other Transaction Documents. Meridian and its counsel are entitled to rely fully and without reservation on the certifications, representations, warranties, and statements contained herein in connection with the execution and delivery of the MSA, the consummation of the transactions contemplated thereby, and the performance of their respective obligations under the Transaction Documents. The undersigned acknowledges that Meridian would not enter into the MSA and the other Transaction Documents but for the certifications, representations, warranties, and statements set forth in this Certificate.

This Certificate shall survive the execution and delivery of the MSA and the other Transaction Documents and shall remain in full force and effect in accordance with the survival provisions set forth in the MSA.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date set forth below.

SKYBRIDGE FINTECH LTD.

By: ________

Name: Priya Chandrasekaran

Title: Chief Executive Officer

Address:

1400 Concord Pike, Suite 320 Wilmington, Delaware 19803

Date: ________

ATTESTATION OF GENERAL COUNSEL

I, David Shimura, the duly appointed and currently serving General Counsel of Skybridge Fintech Ltd., hereby attest and confirm that:

1. Priya Chandrasekaran is the duly elected and currently serving Chief Executive Officer of Skybridge Fintech Ltd. and has held such position continuously since February 1, 2022;

2. Ms. Chandrasekaran is duly authorized to execute and deliver this Officer's Certificate and each of the Transaction Documents on behalf of the Company, pursuant to all requisite corporate and governing body approvals, including, without limitation, the Board resolutions and the equity holder consent described in Section 3 of this Certificate;

3. I have reviewed this Officer's Certificate and the Transaction Documents and confirm that the execution and delivery of the Transaction Documents have been duly authorized by all necessary action on the part of the Company; and

4. The certifications, representations, warranties, and statements set forth in this Certificate are, to the best of my knowledge after due inquiry, true and correct in all material respects as of the date hereof.

ATTESTED BY:

________________________________________

Name: David Shimura

Title: General Counsel

Skybridge Fintech Ltd.