engagement-letter-skybridge.docx

1009-00007 · Skybridge Fintech Ltd · Engagement

engagement-letter-skybridge.docx DOCUMENT Funds

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CALDERWOOD & HARKNESS LLP Attorneys at Law 200 South Ashbury Asset Advisors, Suite 1800 Chicago, Illinois 60604 Telephone: (312) 555-7200 Facsimile: (312) 555-7201 www.calderwoodharkness.com

August 25, 2025

David Shimura, Esq. General Counsel Skybridge Fintech Ltd. 1400 Concord Pike, Suite 320 Wilmington, Delaware 19803

Re: Engagement of Calderwood & Harkness LLP — Enterprise Software-as-a-Service Agreement with Meridian National Bank, National Association Matter Number: 1009-00007

Dear Mr. Shimura:

1. Purpose and Confirmation of Engagement

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Skybridge Fintech Ltd. ("Skybridge" or the "Client"), a Delaware limited company, in connection with the negotiation, drafting, and execution of an enterprise Master Software-as-a-Service Agreement and related ancillary documents (collectively, the "Transaction Documents") between Skybridge, as licensor, and Meridian National Bank, National Association ("Meridian"), a national banking association chartered under the laws of the United States and regulated by the Office of the Comptroller of the Currency ("OCC"), as licensee.

This engagement relates specifically to the licensing of Skybridge's SkyComply™ AI-driven anti-money-laundering and transaction-monitoring platform (the "Platform") to Meridian. We understand that the total contract value of the proposed agreement is approximately Fifty Million Dollars ($50,000,000) over a five-year initial term, inclusive of platform subscription fees, implementation services, and ongoing support and maintenance obligations.

This letter (the "Engagement Letter") sets forth the terms and conditions governing the Firm's representation of Skybridge in this matter. We ask that you review these terms carefully and, if they are acceptable, countersign this letter as described in Section 14 below. In the event of any conflict between this Engagement Letter and any prior oral or written communications regarding the terms of our engagement, this Engagement Letter shall control.

We are delighted to be working with Skybridge on this significant transaction and look forward to a productive engagement.

2. Scope of Representation

2.1 Transaction Documents

The Firm will represent Skybridge as licensor in negotiating, drafting, and finalizing the following Transaction Documents in connection with the proposed enterprise SaaS arrangement with Meridian:

(a) Master Software-as-a-Service Agreement (MSA) — the principal agreement governing the terms under which Skybridge will make the SkyComply™ Platform available to Meridian on a subscription basis, including the parties' respective rights and obligations regarding access, use, support, and service delivery;

(b) Order Form — the commercial order document specifying the Platform modules licensed, the number of authorized users, the applicable subscription tier, pricing, payment terms, and the initial and renewal term structure;

(c) Service Level Agreement Exhibit (SLA Exhibit) — the exhibit to the MSA setting forth agreed-upon service levels, including platform availability standards, uptime commitments, performance benchmarks, scheduled maintenance windows, and remedies for service level failures;

(d) Security Exhibit — the exhibit to the MSA describing the technical, administrative, and physical security controls that Skybridge will implement and maintain with respect to the Platform and all data processed thereunder, including encryption standards, vulnerability management, access controls, and security incident response procedures;

(e) Data Processing Addendum (DPA) — the addendum governing the processing of personal data and nonpublic personal information by Skybridge in its capacity as a service provider to Meridian, including data handling obligations, subprocessor management, data subject rights, and cross-border data transfer mechanisms as applicable;

(f) Acceptable Use Policy (AUP) — the policy governing permitted and prohibited uses of the Platform by Meridian and its authorized users;

(g) Source Code Escrow Agreement — the three-party agreement among Skybridge, Meridian, and a mutually agreed-upon escrow agent, establishing the terms under which Skybridge's source code for the Platform will be deposited and the release conditions upon which Meridian may gain access to such source code; and

(h) Related certificates, consents, officer's certificates, corporate authorizations, and ancillary closing documents as may be reasonably required to consummate the transaction.

2.2 Specific Areas of Negotiation Focus

Given the regulated nature of Meridian's operations as a nationally chartered commercial bank and the sensitivity of the data to be processed through the Platform, the Firm anticipates that the following areas will require particular attention and substantive negotiation:

(a) Data Security and Privacy Provisions. Negotiation of comprehensive data security and privacy terms, including provisions ensuring compliance with the Gramm-Leach-Bliley Act ("GLBA") and its implementing regulations (including Regulation P, the Safeguards Rule, and the Privacy Rule), applicable state data breach notification statutes, and any additional privacy frameworks applicable to Meridian's operations. Specific areas of focus will include encryption standards (at rest and in transit), data residency requirements within the continental United States, audit and examination rights (including both Meridian's own audit rights and the rights of Meridian's regulators to examine Skybridge as a technology service provider), security incident notification obligations and timelines, and the allocation of responsibility for remediation costs following a security incident.

(b) Service Level Agreement Terms. Negotiation of platform availability standards and uptime targets, including the definition of "Availability" and "Downtime," the methodology for calculating uptime percentages, scheduled maintenance carve-outs, SLA credit structures (including tiered credit percentages based on the severity of uptime shortfalls), accumulated credit caps, and termination rights triggered by chronic or material service level failures. The Firm will also address the interplay between SLA credits and other remedies available to Meridian under the MSA, including whether SLA credits constitute Meridian's sole and exclusive remedy for service level failures.

(c) Indemnification Provisions. Negotiation of mutual indemnification obligations, including Skybridge's indemnification of Meridian with respect to third-party claims alleging intellectual property infringement or misappropriation, data breach indemnification obligations, and Meridian's indemnification of Skybridge with respect to claims arising from Meridian's misuse of the Platform or breach of the Acceptable Use Policy. The Firm will negotiate applicable liability caps and super-caps on indemnification exposure, the mechanics of indemnification claims (including notice requirements, cooperation obligations, and control-of-defense provisions), and the interplay between the indemnification provisions and the limitation of liability framework.

(d) Liability Cap Structures. Negotiation of the aggregate limitation of liability framework, including the general aggregate cap (anticipated to be structured as a multiple of fees paid or payable during the preceding twelve-month period), exclusions from the general cap for specified categories of liability (including intellectual property infringement, data breach, confidentiality obligations, and willful misconduct), super-cap provisions applicable to such excluded categories, and the mutual exclusion of consequential, incidental, special, and punitive damages together with carefully negotiated carve-outs from such exclusion for specified claim types.

(e) Regulatory Compliance Provisions. Negotiation of provisions required to address Meridian's obligations as a nationally chartered bank subject to OCC supervision, including compliance with OCC Bulletin 2013-29 (Third-Party Relationships: Risk Management Guidance), the Interagency Guidance on Third-Party Relationships: Risk Management (issued jointly by the OCC, the Federal Reserve Board, and the FDIC in June 2023), and the Bank Service Company Act (12 U.S.C. § 1867(c)). Such provisions will address, among other things, Meridian's regulatory examination rights, Skybridge's obligations to cooperate with regulatory examinations, business continuity and disaster recovery requirements, subcontractor oversight obligations, and transition and termination assistance requirements.

(f) Additional Provisions. Negotiation of representations and warranties (including representations regarding Skybridge's authority, intellectual property ownership, regulatory compliance, and absence of certain disqualifying events), termination rights (including termination for cause, termination for convenience, termination for regulatory reasons, and termination for change of control), insurance requirements (including types of coverage, minimum limits, and additional insured endorsements), and dispute resolution mechanisms (including escalation procedures, mediation, and arbitration or litigation forum selection).

2.3 Coordination and Counterparty Engagement

The Firm will coordinate closely with Skybridge's internal stakeholders as needed during the course of negotiations, including the Chief Information Security Officer ("CISO"), the Chief Technology Officer ("CTO"), the Chief Financial Officer ("CFO"), and the Vice President of Enterprise Sales, each of whom may be called upon to provide subject matter expertise on technical, financial, or commercial aspects of the Transaction Documents.

The Firm anticipates that its primary counterparty in the negotiation will be Hargrove, Tully & Cascade Insurance Brokers, outside counsel to Meridian, which we understand has been retained by Meridian to lead the negotiation and documentation of this transaction on Meridian's behalf. All communications with Meridian's counsel will be coordinated with you as the Client's primary contact.

In addition, we understand that the total contract value of the proposed transaction exceeds the Twenty-Five Million Dollar ($25,000,000) consent threshold established under the governance provisions of Skybridge's operating agreement with its majority owner, Pinnacle Ridge Capital Partners, LP ("Pinnacle Ridge"). Accordingly, the Firm will coordinate with Alcott & Grenier LLP, counsel to Pinnacle Ridge, as necessary in connection with obtaining the requisite majority owner consent for the transaction. Such coordination will be limited to facilitating the consent process and will not extend to providing legal advice to Pinnacle Ridge or its counsel.

2.4 Exclusions from Scope

The scope of this engagement is expressly limited to the matters described above. Without limiting the generality of the foregoing, this engagement does not include representation of the Client in connection with any of the following:

(a) any regulatory examination, supervisory inquiry, or enforcement matter by or before the OCC, the Federal Reserve, the FDIC, the Consumer Financial Protection Bureau, the Financial Crimes Enforcement Network, or any other federal or state regulatory body;

(b) any federal, state, or local tax advice, including advice regarding the tax treatment or characterization of payments under the Transaction Documents;

(c) any insurance procurement, placement, or brokerage activities, including the placement or renewal of any insurance policies required under the Transaction Documents;

(d) any litigation, arbitration, mediation, or other dispute resolution proceeding arising from or relating to the Transaction Documents; or

(e) any other matter not expressly described in this Section 2.

Should any such matters arise during the course of this engagement, the Firm would be pleased to discuss the terms of a separate engagement to address them, subject to a conflicts check and the mutual agreement of the parties.

3. Engagement Team

The following attorneys will be primarily responsible for the Firm's work on this engagement:

(a) Angela Fontaine, Partner — Ms. Fontaine will serve as the Responsible Partner for this engagement. She will provide overall engagement oversight and client relationship management, participate in key negotiation calls and sessions, review and approve all material deliverables, and serve as the senior point of contact for the Client on all strategic and legal matters. Ms. Fontaine has over twenty years of experience advising technology companies and financial institutions on enterprise software and SaaS transactions.

(b) Renata Vasquez, Partner — Ms. Vasquez will serve as the Billing Partner for this engagement. She will manage all billing administration, fee estimates, and invoice preparation. Ms. Vasquez will also provide substantive legal support on commercial contract matters as needed.

(c) Liam Prescott, Of Counsel — Mr. Prescott will serve as senior advisor on technology licensing and SaaS deal terms. A recognized specialist in technology transactions, Mr. Prescott brings extensive experience in structuring enterprise SaaS agreements, negotiating complex intellectual property provisions, and advising on regulatory compliance considerations applicable to fintech companies providing services to regulated financial institutions.

(d) Amy Chesterton, Associate — Ms. Chesterton will serve as the Lead Associate on this engagement. She will be the primary drafter and day-to-day negotiator for the Transaction Documents, responsible for preparing initial drafts, coordinating markup exchanges with Meridian's counsel, maintaining the issues list and negotiation tracker, and managing the document production process through execution.

(e) Nathan Ikeda, Associate — Mr. Ikeda will serve as the Working Associate, supporting Ms. Chesterton with legal research, drafting of ancillary documents, due diligence coordination, and other tasks as assigned by the senior members of the engagement team.

Additional attorneys, paralegals, or support staff may be assigned to the engagement from time to time as the needs of the matter require. The Client will be informed of any material changes to the composition of the engagement team.

David Shimura, General Counsel of Skybridge Fintech Ltd., will serve as the primary client contact for all communications regarding this engagement. Unless otherwise instructed by Mr. Shimura, all communications, draft documents, and other deliverables will be directed to Mr. Shimura at the address set forth above or at such email address as Mr. Shimura may designate.

4. Billing Rates

The current hourly billing rates for the members of the engagement team assigned to this matter are as follows:

These rates are subject to adjustment on an annual basis, with adjustments typically taking effect on January 1 of each calendar year. The Firm will provide the Client with not less than thirty (30) days' advance written notice of any changes to the billing rates applicable to this engagement.

Time is recorded and billed in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). Each timekeeper maintains contemporaneous time records reflecting the date, description, and duration of services rendered.

Charges for paralegal and litigation support staff, if applicable, will be billed at the Firm's prevailing rates for such personnel, which currently range from $275.00 to $400.00 per hour depending on the seniority and specialty of the individual.

5. Fee Estimate

Based on our understanding of the anticipated scope of this engagement, and taking into account the negotiation complexity typically associated with a Fifty Million Dollar ($50,000,000) total contract value enterprise SaaS agreement with a top-10 U.S. commercial bank (Meridian, with approximately $485 billion in total consolidated assets as of its most recent public filings), the Firm estimates that total professional fees for this engagement will fall in the range of $275,000 to $375,000.

This estimate is provided solely for the Client's planning and budgeting purposes and does not constitute a fee cap, fixed fee, or guarantee of total fees. Actual fees will depend on a number of factors that cannot be predicted with certainty at the outset of the engagement, including the scope and complexity of the negotiations, the number of markup rounds required to reach agreement on the Transaction Documents, and the degree and intensity of counterparty engagement by Meridian and its outside counsel.

Factors that could cause actual fees to fall at the higher end of, or exceed, this estimate include, without limitation:

(a) the number and complexity of open negotiation issues (we have currently identified eight key open issues that are expected to require substantive negotiation);

(b) the level of involvement and aggressiveness of Meridian's outside counsel, Hargrove, Tully & Cascade Insurance Brokers, during the negotiation process;

(c) the complexity of regulatory compliance provisions, particularly those required to address Meridian's obligations under OCC guidance and the Bank Service Company Act;

(d) the need for additional security, technical, or insurance analysis beyond what is currently anticipated; and

(e) any material change in the commercial terms or structure of the transaction that necessitates significant revisions to the Transaction Documents.

The Firm will promptly advise the Client if, at any point during the engagement, it appears that total fees are likely to exceed the upper end of the estimate set forth above. In such event, the Firm will seek the Client's approval before incurring fees in excess of the estimated range. The Firm is committed to transparency in billing and welcomes ongoing dialogue regarding fee management.

6. Expenses

In addition to the professional fees described above, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses may include, but are not limited to, the following:

(a) travel expenses, including airfare, ground transportation, lodging, and meals incurred in connection with in-person negotiation sessions, client meetings, or closing activities;

(b) filing fees, recording fees, and government charges;

(d) document reproduction and printing costs;

(e) charges for computerized legal research services (e.g., Westmark Data Systems, Sundial Solutions, and similar platforms);

(f) long-distance telephone and videoconference charges; and

(g) other reasonable disbursements directly related to the engagement.

All expenses will be itemized on the Firm's monthly invoices and will be billed at cost, without markup. The Firm will use commercially reasonable efforts to minimize expenses and will seek the Client's prior approval before incurring any single expense or category of expenses in excess of $5,000.

7. Billing and Payment Terms

Invoices for professional fees and expenses will be rendered on a monthly basis, generally within fifteen (15) business days following the end of each calendar month. Each invoice will include the following information:

(a) a description of the professional services rendered during the billing period;

(b) the name of the attorney or other professional performing each task;

(d) the applicable billing rate for each timekeeper; and

(e) an itemized statement of all expenses incurred during the billing period.

Payment of all invoices is due within thirty (30) days of the invoice date (net 30). Payments should be made by wire transfer or check to the Firm's designated account, details for which will be provided on each invoice.

The Firm reserves the right to charge interest on any amounts that remain unpaid beyond the thirty (30) day payment period at the rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less. Interest will accrue from the date payment was due until the date payment is received in full.

All invoices and billing inquiries should be directed to Renata Vasquez, Billing Partner, at rvasquez@calderwoodharkness.com or (312) 555-7218.

8. Client Identification and Conflicts

The Firm's client in this matter is Skybridge Fintech Ltd. and only Skybridge Fintech Ltd. For the avoidance of doubt, the Firm does not represent, and will not be deemed to represent, any of the following entities or persons in connection with this matter:

(a) Pinnacle Ridge Capital Partners, LP, or any of its affiliated funds, general partners, or portfolio companies;

(b) Meridian National Bank, National Association;

(d) any officer, director, shareholder, member, or employee of any of the foregoing entities in their individual capacities; or

(e) any other party to or participant in the transactions contemplated by the Transaction Documents.

The Firm has conducted a comprehensive conflicts check in accordance with its internal conflicts procedures and the applicable Rules of Professional Conduct and has confirmed that no conflict of interest exists that would prevent the Firm from undertaking this representation as of the date of this letter. A separate internal conflict check memorandum has been prepared and is maintained on file at the Firm.

In the event that an actual or potential conflict of interest arises during the course of this engagement, the Firm will promptly notify the Client in writing and take appropriate action, which may include seeking an informed written waiver from the affected parties or, if a waiver is not obtainable or appropriate, withdrawing from the representation in accordance with the applicable Rules of Professional Conduct.

9. Confidentiality

All information provided by the Client to the Firm in connection with this engagement, whether oral, written, or electronic, will be treated as confidential and will be protected by the attorney-client privilege and/or the work product doctrine, as applicable. The Firm recognizes the highly sensitive nature of the information that will be shared during this engagement, including proprietary details regarding the SkyComply™ Platform, Skybridge's pricing and commercial strategies, and the Client's relationship with Meridian.

The Firm will not disclose any confidential client information to any third party without the Client's prior written consent, except as may be required by applicable law, court order, subpoena, or the Rules of Professional Conduct governing the Firm's attorneys. All attorneys and staff at the Firm are bound by the Firm's confidentiality policies and professional obligations, and access to engagement files will be limited to those individuals who have a need to know in connection with the performance of services under this engagement.

The confidentiality obligations set forth in this Section 9 shall survive the termination or conclusion of this engagement.

10. Document Retention

Upon the conclusion of this engagement, the Firm will retain the engagement files (including correspondence, drafts, final documents, research memoranda, and work product) in accordance with the Firm's document retention policy, as may be amended from time to time. A copy of the Firm's current document retention policy is available upon request.

Subject to applicable law and professional obligations, the Firm may, after providing the Client with not less than sixty (60) days' prior written notice, destroy or dispose of engagement files after a period of ten (10) years from the date of the conclusion of this matter, unless the Client requests the return of its materials prior to such destruction. The Client acknowledges that certain original documents and materials provided by the Client should be retrieved promptly following the conclusion of the engagement, and the Firm will cooperate in facilitating the return of such materials.

11. Governing Law

This Engagement Letter and the terms and conditions of the Firm's engagement hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, for the resolution of any dispute arising out of or relating to this Engagement Letter or the Firm's representation of the Client.

12. Limitation of Liability

The Firm's aggregate liability for any and all claims, losses, damages, costs, and expenses of any kind arising out of or relating to the professional services performed under this engagement, whether based in contract, tort, negligence, strict liability, or any other theory, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with this engagement. This limitation of liability shall apply to the fullest extent permitted by applicable law and the Rules of Professional Conduct and shall not limit any rights or remedies available to the Client under applicable disciplinary rules or malpractice insurance coverage.

The Client acknowledges that the fee arrangements set forth in this Engagement Letter reflect the allocation of risk embodied in this limitation of liability provision.

13. Termination of Engagement

Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination by the Client, the Firm will take reasonable steps to protect the Client's interests during the transition period, including cooperating with successor counsel and facilitating the orderly transfer of engagement files and work product.

Upon termination of this engagement for any reason, the Client shall remain responsible for the payment of all professional fees and expenses incurred through the date of termination, in accordance with the billing and payment terms set forth herein.

Termination of this engagement shall not affect or diminish the Firm's obligations with respect to confidentiality (as set forth in Section 9), document retention (as set forth in Section 10), or any other protective obligations that, by their nature, are intended to survive termination.

14. Acceptance

We are grateful for the opportunity to serve as counsel to Skybridge Fintech Ltd. in connection with this important transaction. We are confident that the Firm's depth of experience in technology transactions and financial services regulation will enable us to provide exceptional representation throughout the negotiation and documentation process.

Please confirm your acceptance of the terms of this engagement by countersigning this letter in the space provided below and returning a signed copy to my attention. A countersigned copy may be returned by email (in PDF format) to afontaine@calderwoodharkness.com or by mail to the address set forth in the letterhead above.

If you have any questions regarding the terms of this Engagement Letter or any other aspect of our proposed representation, please do not hesitate to contact me directly at (312) 555-7205.

We look forward to working with you and the Skybridge team.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Angela Fontaine

Title: Partner

Date: August 25, 2025

ACKNOWLEDGED AND AGREED

By signing below, the undersigned confirms that he or she has read and understands the terms and conditions set forth in this Engagement Letter, is duly authorized to execute this Engagement Letter on behalf of Skybridge Fintech Ltd., and agrees to be bound by the terms hereof.

SKYBRIDGE FINTECH LTD.

By: ________

Name: David Shimura

Title: General Counsel

Date: ________

Enclosures: Standard Terms of Engagement (appended hereto)

cc: (via email)

Angela Fontaine, Partner, Calderwood & Harkness LLP Renata Vasquez, Partner, Calderwood & Harkness LLP Liam Prescott, Of Counsel, Calderwood & Harkness LLP Amy Chesterton, Associate, Calderwood & Harkness LLP Nathan Ikeda, Associate, Calderwood & Harkness LLP Priya Chandrasekaran, Chief Executive Officer, Skybridge Fintech Ltd. Jonathan Kreske, Chief Financial Officer, Skybridge Fintech Ltd.

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This letter and any attachments are intended solely for the use of the addressee(s) named above and may contain information that is privileged, confidential, or otherwise protected from disclosure. If you are not the intended recipient, please notify the sender immediately and destroy all copies of this communication.

For the avoidance of doubt, the Client, Skybridge Fintech Ltd., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.

Attorney	Role	Hourly Rate
Angela Fontaine	Partner	$1,150.00
Renata Vasquez	Partner	$1,075.00
Liam Prescott	Of Counsel	$975.00
Amy Chesterton	Associate	$725.00
Nathan Ikeda	Associate	$625.00

CALDERWOOD & HARKNESS LLP Attorneys at Law 200 South Ashbury Asset Advisors, Suite 1800 Chicago, Illinois 60604 Telephone: (312) 555-7200 Facsimile: (312) 555-7201 www.calderwoodharkness.com
August 25, 2025
David Shimura, Esq. General Counsel Skybridge Fintech Ltd. 1400 Concord Pike, Suite 320 Wilmington, Delaware 19803
Re: Engagement of Calderwood & Harkness LLP — Enterprise Software-as-a-Service Agreement with Meridian National Bank, National Association Matter Number: 1009-00007
Dear Mr. Shimura:
1. Purpose and Confirmation of Engagement
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Skybridge Fintech Ltd. ("Skybridge" or the "Client"), a Delaware limited company, in connection with the negotiation, drafting, and execution of an enterprise Master Software-as-a-Service Agreement and related ancillary documents (collectively, the "Transaction Documents") between Skybridge, as licensor, and Meridian National Bank, National Association ("Meridian"), a national banking association chartered under the laws of the United States and regulated by the Office of the Comptroller of the Currency ("OCC"), as licensee.
This engagement relates specifically to the licensing of Skybridge's SkyComply™ AI-driven anti-money-laundering and transaction-monitoring platform (the "Platform") to Meridian. We understand that the total contract value of the proposed agreement is approximately Fifty Million Dollars ($50,000,000) over a five-year initial term, inclusive of platform subscription fees, implementation services, and ongoing support and maintenance obligations.
This letter (the "Engagement Letter") sets forth the terms and conditions governing the Firm's representation of Skybridge in this matter. We ask that you review these terms carefully and, if they are acceptable, countersign this letter as described in Section 14 below. In the event of any conflict between this Engagement Letter and any prior oral or written communications regarding the terms of our engagement, this Engagement Letter shall control.
We are delighted to be working with Skybridge on this significant transaction and look forward to a productive engagement.
2. Scope of Representation
2.1 Transaction Documents
The Firm will represent Skybridge as licensor in negotiating, drafting, and finalizing the following Transaction Documents in connection with the proposed enterprise SaaS arrangement with Meridian:
(a) Master Software-as-a-Service Agreement (MSA) — the principal agreement governing the terms under which Skybridge will make the SkyComply™ Platform available to Meridian on a subscription basis, including the parties' respective rights and obligations regarding access, use, support, and service delivery;
(b) Order Form — the commercial order document specifying the Platform modules licensed, the number of authorized users, the applicable subscription tier, pricing, payment terms, and the initial and renewal term structure;
(c) Service Level Agreement Exhibit (SLA Exhibit) — the exhibit to the MSA setting forth agreed-upon service levels, including platform availability standards, uptime commitments, performance benchmarks, scheduled maintenance windows, and remedies for service level failures;
(d) Security Exhibit — the exhibit to the MSA describing the technical, administrative, and physical security controls that Skybridge will implement and maintain with respect to the Platform and all data processed thereunder, including encryption standards, vulnerability management, access controls, and security incident response procedures;
(e) Data Processing Addendum (DPA) — the addendum governing the processing of personal data and nonpublic personal information by Skybridge in its capacity as a service provider to Meridian, including data handling obligations, subprocessor management, data subject rights, and cross-border data transfer mechanisms as applicable;
(f) Acceptable Use Policy (AUP) — the policy governing permitted and prohibited uses of the Platform by Meridian and its authorized users;
(g) Source Code Escrow Agreement — the three-party agreement among Skybridge, Meridian, and a mutually agreed-upon escrow agent, establishing the terms under which Skybridge's source code for the Platform will be deposited and the release conditions upon which Meridian may gain access to such source code; and
(h) Related certificates, consents, officer's certificates, corporate authorizations, and ancillary closing documents as may be reasonably required to consummate the transaction.
2.2 Specific Areas of Negotiation Focus
Given the regulated nature of Meridian's operations as a nationally chartered commercial bank and the sensitivity of the data to be processed through the Platform, the Firm anticipates that the following areas will require particular attention and substantive negotiation:
(a) Data Security and Privacy Provisions. Negotiation of comprehensive data security and privacy terms, including provisions ensuring compliance with the Gramm-Leach-Bliley Act ("GLBA") and its implementing regulations (including Regulation P, the Safeguards Rule, and the Privacy Rule), applicable state data breach notification statutes, and any additional privacy frameworks applicable to Meridian's operations. Specific areas of focus will include encryption standards (at rest and in transit), data residency requirements within the continental United States, audit and examination rights (including both Meridian's own audit rights and the rights of Meridian's regulators to examine Skybridge as a technology service provider), security incident notification obligations and timelines, and the allocation of responsibility for remediation costs following a security incident.
(b) Service Level Agreement Terms. Negotiation of platform availability standards and uptime targets, including the definition of "Availability" and "Downtime," the methodology for calculating uptime percentages, scheduled maintenance carve-outs, SLA credit structures (including tiered credit percentages based on the severity of uptime shortfalls), accumulated credit caps, and termination rights triggered by chronic or material service level failures. The Firm will also address the interplay between SLA credits and other remedies available to Meridian under the MSA, including whether SLA credits constitute Meridian's sole and exclusive remedy for service level failures.
(c) Indemnification Provisions. Negotiation of mutual indemnification obligations, including Skybridge's indemnification of Meridian with respect to third-party claims alleging intellectual property infringement or misappropriation, data breach indemnification obligations, and Meridian's indemnification of Skybridge with respect to claims arising from Meridian's misuse of the Platform or breach of the Acceptable Use Policy. The Firm will negotiate applicable liability caps and super-caps on indemnification exposure, the mechanics of indemnification claims (including notice requirements, cooperation obligations, and control-of-defense provisions), and the interplay between the indemnification provisions and the limitation of liability framework.
(d) Liability Cap Structures. Negotiation of the aggregate limitation of liability framework, including the general aggregate cap (anticipated to be structured as a multiple of fees paid or payable during the preceding twelve-month period), exclusions from the general cap for specified categories of liability (including intellectual property infringement, data breach, confidentiality obligations, and willful misconduct), super-cap provisions applicable to such excluded categories, and the mutual exclusion of consequential, incidental, special, and punitive damages together with carefully negotiated carve-outs from such exclusion for specified claim types.
(e) Regulatory Compliance Provisions. Negotiation of provisions required to address Meridian's obligations as a nationally chartered bank subject to OCC supervision, including compliance with OCC Bulletin 2013-29 (Third-Party Relationships: Risk Management Guidance), the Interagency Guidance on Third-Party Relationships: Risk Management (issued jointly by the OCC, the Federal Reserve Board, and the FDIC in June 2023), and the Bank Service Company Act (12 U.S.C. § 1867(c)). Such provisions will address, among other things, Meridian's regulatory examination rights, Skybridge's obligations to cooperate with regulatory examinations, business continuity and disaster recovery requirements, subcontractor oversight obligations, and transition and termination assistance requirements.
(f) Additional Provisions. Negotiation of representations and warranties (including representations regarding Skybridge's authority, intellectual property ownership, regulatory compliance, and absence of certain disqualifying events), termination rights (including termination for cause, termination for convenience, termination for regulatory reasons, and termination for change of control), insurance requirements (including types of coverage, minimum limits, and additional insured endorsements), and dispute resolution mechanisms (including escalation procedures, mediation, and arbitration or litigation forum selection).
2.3 Coordination and Counterparty Engagement
The Firm will coordinate closely with Skybridge's internal stakeholders as needed during the course of negotiations, including the Chief Information Security Officer ("CISO"), the Chief Technology Officer ("CTO"), the Chief Financial Officer ("CFO"), and the Vice President of Enterprise Sales, each of whom may be called upon to provide subject matter expertise on technical, financial, or commercial aspects of the Transaction Documents.
The Firm anticipates that its primary counterparty in the negotiation will be Hargrove, Tully & Cascade Insurance Brokers, outside counsel to Meridian, which we understand has been retained by Meridian to lead the negotiation and documentation of this transaction on Meridian's behalf. All communications with Meridian's counsel will be coordinated with you as the Client's primary contact.
In addition, we understand that the total contract value of the proposed transaction exceeds the Twenty-Five Million Dollar ($25,000,000) consent threshold established under the governance provisions of Skybridge's operating agreement with its majority owner, Pinnacle Ridge Capital Partners, LP ("Pinnacle Ridge"). Accordingly, the Firm will coordinate with Alcott & Grenier LLP, counsel to Pinnacle Ridge, as necessary in connection with obtaining the requisite majority owner consent for the transaction. Such coordination will be limited to facilitating the consent process and will not extend to providing legal advice to Pinnacle Ridge or its counsel.
2.4 Exclusions from Scope
The scope of this engagement is expressly limited to the matters described above. Without limiting the generality of the foregoing, this engagement does not include representation of the Client in connection with any of the following:
(a) any regulatory examination, supervisory inquiry, or enforcement matter by or before the OCC, the Federal Reserve, the FDIC, the Consumer Financial Protection Bureau, the Financial Crimes Enforcement Network, or any other federal or state regulatory body;
(b) any federal, state, or local tax advice, including advice regarding the tax treatment or characterization of payments under the Transaction Documents;
(c) any insurance procurement, placement, or brokerage activities, including the placement or renewal of any insurance policies required under the Transaction Documents;
(d) any litigation, arbitration, mediation, or other dispute resolution proceeding arising from or relating to the Transaction Documents; or
(e) any other matter not expressly described in this Section 2.
Should any such matters arise during the course of this engagement, the Firm would be pleased to discuss the terms of a separate engagement to address them, subject to a conflicts check and the mutual agreement of the parties.
3. Engagement Team
The following attorneys will be primarily responsible for the Firm's work on this engagement:
(a) Angela Fontaine, Partner — Ms. Fontaine will serve as the Responsible Partner for this engagement. She will provide overall engagement oversight and client relationship management, participate in key negotiation calls and sessions, review and approve all material deliverables, and serve as the senior point of contact for the Client on all strategic and legal matters. Ms. Fontaine has over twenty years of experience advising technology companies and financial institutions on enterprise software and SaaS transactions.
(b) Renata Vasquez, Partner — Ms. Vasquez will serve as the Billing Partner for this engagement. She will manage all billing administration, fee estimates, and invoice preparation. Ms. Vasquez will also provide substantive legal support on commercial contract matters as needed.
(c) Liam Prescott, Of Counsel — Mr. Prescott will serve as senior advisor on technology licensing and SaaS deal terms. A recognized specialist in technology transactions, Mr. Prescott brings extensive experience in structuring enterprise SaaS agreements, negotiating complex intellectual property provisions, and advising on regulatory compliance considerations applicable to fintech companies providing services to regulated financial institutions.
(d) Amy Chesterton, Associate — Ms. Chesterton will serve as the Lead Associate on this engagement. She will be the primary drafter and day-to-day negotiator for the Transaction Documents, responsible for preparing initial drafts, coordinating markup exchanges with Meridian's counsel, maintaining the issues list and negotiation tracker, and managing the document production process through execution.
(e) Nathan Ikeda, Associate — Mr. Ikeda will serve as the Working Associate, supporting Ms. Chesterton with legal research, drafting of ancillary documents, due diligence coordination, and other tasks as assigned by the senior members of the engagement team.
Additional attorneys, paralegals, or support staff may be assigned to the engagement from time to time as the needs of the matter require. The Client will be informed of any material changes to the composition of the engagement team.
David Shimura, General Counsel of Skybridge Fintech Ltd., will serve as the primary client contact for all communications regarding this engagement. Unless otherwise instructed by Mr. Shimura, all communications, draft documents, and other deliverables will be directed to Mr. Shimura at the address set forth above or at such email address as Mr. Shimura may designate.
4. Billing Rates
The current hourly billing rates for the members of the engagement team assigned to this matter are as follows:
These rates are subject to adjustment on an annual basis, with adjustments typically taking effect on January 1 of each calendar year. The Firm will provide the Client with not less than thirty (30) days' advance written notice of any changes to the billing rates applicable to this engagement.
Time is recorded and billed in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). Each timekeeper maintains contemporaneous time records reflecting the date, description, and duration of services rendered.
Charges for paralegal and litigation support staff, if applicable, will be billed at the Firm's prevailing rates for such personnel, which currently range from $275.00 to $400.00 per hour depending on the seniority and specialty of the individual.
5. Fee Estimate
Based on our understanding of the anticipated scope of this engagement, and taking into account the negotiation complexity typically associated with a Fifty Million Dollar ($50,000,000) total contract value enterprise SaaS agreement with a top-10 U.S. commercial bank (Meridian, with approximately $485 billion in total consolidated assets as of its most recent public filings), the Firm estimates that total professional fees for this engagement will fall in the range of $275,000 to $375,000.
This estimate is provided solely for the Client's planning and budgeting purposes and does not constitute a fee cap, fixed fee, or guarantee of total fees. Actual fees will depend on a number of factors that cannot be predicted with certainty at the outset of the engagement, including the scope and complexity of the negotiations, the number of markup rounds required to reach agreement on the Transaction Documents, and the degree and intensity of counterparty engagement by Meridian and its outside counsel.
Factors that could cause actual fees to fall at the higher end of, or exceed, this estimate include, without limitation:
(a) the number and complexity of open negotiation issues (we have currently identified eight key open issues that are expected to require substantive negotiation);
(b) the level of involvement and aggressiveness of Meridian's outside counsel, Hargrove, Tully & Cascade Insurance Brokers, during the negotiation process;
(c) the complexity of regulatory compliance provisions, particularly those required to address Meridian's obligations under OCC guidance and the Bank Service Company Act;
(d) the need for additional security, technical, or insurance analysis beyond what is currently anticipated; and
(e) any material change in the commercial terms or structure of the transaction that necessitates significant revisions to the Transaction Documents.
The Firm will promptly advise the Client if, at any point during the engagement, it appears that total fees are likely to exceed the upper end of the estimate set forth above. In such event, the Firm will seek the Client's approval before incurring fees in excess of the estimated range. The Firm is committed to transparency in billing and welcomes ongoing dialogue regarding fee management.
6. Expenses
In addition to the professional fees described above, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses may include, but are not limited to, the following:
(a) travel expenses, including airfare, ground transportation, lodging, and meals incurred in connection with in-person negotiation sessions, client meetings, or closing activities;
(b) filing fees, recording fees, and government charges;
(c) courier and overnight delivery charges;
(d) document reproduction and printing costs;
(e) charges for computerized legal research services (e.g., Westmark Data Systems, Sundial Solutions, and similar platforms);
(f) long-distance telephone and videoconference charges; and
(g) other reasonable disbursements directly related to the engagement.
All expenses will be itemized on the Firm's monthly invoices and will be billed at cost, without markup. The Firm will use commercially reasonable efforts to minimize expenses and will seek the Client's prior approval before incurring any single expense or category of expenses in excess of $5,000.
7. Billing and Payment Terms
Invoices for professional fees and expenses will be rendered on a monthly basis, generally within fifteen (15) business days following the end of each calendar month. Each invoice will include the following information:
(a) a description of the professional services rendered during the billing period;
(b) the name of the attorney or other professional performing each task;
(c) the time expended on each task, stated in tenths of an hour;
(d) the applicable billing rate for each timekeeper; and
(e) an itemized statement of all expenses incurred during the billing period.
Payment of all invoices is due within thirty (30) days of the invoice date (net 30). Payments should be made by wire transfer or check to the Firm's designated account, details for which will be provided on each invoice.
The Firm reserves the right to charge interest on any amounts that remain unpaid beyond the thirty (30) day payment period at the rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less. Interest will accrue from the date payment was due until the date payment is received in full.
All invoices and billing inquiries should be directed to Renata Vasquez, Billing Partner, at rvasquez@calderwoodharkness.com or (312) 555-7218.
8. Client Identification and Conflicts
The Firm's client in this matter is Skybridge Fintech Ltd. and only Skybridge Fintech Ltd. For the avoidance of doubt, the Firm does not represent, and will not be deemed to represent, any of the following entities or persons in connection with this matter:
(a) Pinnacle Ridge Capital Partners, LP, or any of its affiliated funds, general partners, or portfolio companies;
(b) Meridian National Bank, National Association;
(c) Meridian Financial Group, Inc. (the holding company parent of Meridian National Bank, N.A.);
(d) any officer, director, shareholder, member, or employee of any of the foregoing entities in their individual capacities; or
(e) any other party to or participant in the transactions contemplated by the Transaction Documents.
The Firm has conducted a comprehensive conflicts check in accordance with its internal conflicts procedures and the applicable Rules of Professional Conduct and has confirmed that no conflict of interest exists that would prevent the Firm from undertaking this representation as of the date of this letter. A separate internal conflict check memorandum has been prepared and is maintained on file at the Firm.
In the event that an actual or potential conflict of interest arises during the course of this engagement, the Firm will promptly notify the Client in writing and take appropriate action, which may include seeking an informed written waiver from the affected parties or, if a waiver is not obtainable or appropriate, withdrawing from the representation in accordance with the applicable Rules of Professional Conduct.
9. Confidentiality
All information provided by the Client to the Firm in connection with this engagement, whether oral, written, or electronic, will be treated as confidential and will be protected by the attorney-client privilege and/or the work product doctrine, as applicable. The Firm recognizes the highly sensitive nature of the information that will be shared during this engagement, including proprietary details regarding the SkyComply™ Platform, Skybridge's pricing and commercial strategies, and the Client's relationship with Meridian.
The Firm will not disclose any confidential client information to any third party without the Client's prior written consent, except as may be required by applicable law, court order, subpoena, or the Rules of Professional Conduct governing the Firm's attorneys. All attorneys and staff at the Firm are bound by the Firm's confidentiality policies and professional obligations, and access to engagement files will be limited to those individuals who have a need to know in connection with the performance of services under this engagement.
The confidentiality obligations set forth in this Section 9 shall survive the termination or conclusion of this engagement.
10. Document Retention
Upon the conclusion of this engagement, the Firm will retain the engagement files (including correspondence, drafts, final documents, research memoranda, and work product) in accordance with the Firm's document retention policy, as may be amended from time to time. A copy of the Firm's current document retention policy is available upon request.
Subject to applicable law and professional obligations, the Firm may, after providing the Client with not less than sixty (60) days' prior written notice, destroy or dispose of engagement files after a period of ten (10) years from the date of the conclusion of this matter, unless the Client requests the return of its materials prior to such destruction. The Client acknowledges that certain original documents and materials provided by the Client should be retrieved promptly following the conclusion of the engagement, and the Firm will cooperate in facilitating the return of such materials.
11. Governing Law
This Engagement Letter and the terms and conditions of the Firm's engagement hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, for the resolution of any dispute arising out of or relating to this Engagement Letter or the Firm's representation of the Client.
12. Limitation of Liability
The Firm's aggregate liability for any and all claims, losses, damages, costs, and expenses of any kind arising out of or relating to the professional services performed under this engagement, whether based in contract, tort, negligence, strict liability, or any other theory, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with this engagement. This limitation of liability shall apply to the fullest extent permitted by applicable law and the Rules of Professional Conduct and shall not limit any rights or remedies available to the Client under applicable disciplinary rules or malpractice insurance coverage.
The Client acknowledges that the fee arrangements set forth in this Engagement Letter reflect the allocation of risk embodied in this limitation of liability provision.
13. Termination of Engagement
Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination by the Client, the Firm will take reasonable steps to protect the Client's interests during the transition period, including cooperating with successor counsel and facilitating the orderly transfer of engagement files and work product.
Upon termination of this engagement for any reason, the Client shall remain responsible for the payment of all professional fees and expenses incurred through the date of termination, in accordance with the billing and payment terms set forth herein.
Termination of this engagement shall not affect or diminish the Firm's obligations with respect to confidentiality (as set forth in Section 9), document retention (as set forth in Section 10), or any other protective obligations that, by their nature, are intended to survive termination.
14. Acceptance
We are grateful for the opportunity to serve as counsel to Skybridge Fintech Ltd. in connection with this important transaction. We are confident that the Firm's depth of experience in technology transactions and financial services regulation will enable us to provide exceptional representation throughout the negotiation and documentation process.
Please confirm your acceptance of the terms of this engagement by countersigning this letter in the space provided below and returning a signed copy to my attention. A countersigned copy may be returned by email (in PDF format) to afontaine@calderwoodharkness.com or by mail to the address set forth in the letterhead above.
If you have any questions regarding the terms of this Engagement Letter or any other aspect of our proposed representation, please do not hesitate to contact me directly at (312) 555-7205.
We look forward to working with you and the Skybridge team.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Angela Fontaine
Title: Partner
Date: August 25, 2025
ACKNOWLEDGED AND AGREED
By signing below, the undersigned confirms that he or she has read and understands the terms and conditions set forth in this Engagement Letter, is duly authorized to execute this Engagement Letter on behalf of Skybridge Fintech Ltd., and agrees to be bound by the terms hereof.
SKYBRIDGE FINTECH LTD.
By: ________
Name: David Shimura
Title: General Counsel
Date: ________
Enclosures: Standard Terms of Engagement (appended hereto)
cc: (via email)
Angela Fontaine, Partner, Calderwood & Harkness LLP Renata Vasquez, Partner, Calderwood & Harkness LLP Liam Prescott, Of Counsel, Calderwood & Harkness LLP Amy Chesterton, Associate, Calderwood & Harkness LLP Nathan Ikeda, Associate, Calderwood & Harkness LLP Priya Chandrasekaran, Chief Executive Officer, Skybridge Fintech Ltd. Jonathan Kreske, Chief Financial Officer, Skybridge Fintech Ltd.
PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This letter and any attachments are intended solely for the use of the addressee(s) named above and may contain information that is privileged, confidential, or otherwise protected from disclosure. If you are not the intended recipient, please notify the sender immediately and destroy all copies of this communication.
For the avoidance of doubt, the Client, Skybridge Fintech Ltd., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.
Attorney | Role | Hourly Rate
Angela Fontaine | Partner | $1,150.00
Renata Vasquez | Partner | $1,075.00
Liam Prescott | Of Counsel | $975.00
Amy Chesterton | Associate | $725.00
Nathan Ikeda | Associate | $625.00

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED

SKYBRIDGE FINTECH LTD.

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