CALDERWOOD & HARKNESS LLP Attorneys at Law
200 South Ashbury Asset Advisors, Suite 1800 Chicago, Illinois 60604
Telephone: (312) 555-7400 Facsimile: (312) 555-7401 www.calderwoodharkness.com
September 3, 2025
Matter No. 1009-00007
VIA ELECTRONIC MAIL AND FIRST-CLASS MAIL
Coastal Assurance Corporation Policyholder Services Department — Certificate Issuance
Attention: Certificate Issuance / Policyholder Services Department
4200 Harbor Boulevard, Suite 600 Hartford, CT 06103
Re: Request for Certificate of Insurance and Additional Insured Endorsement — Policy No. CA-TECH-2025-07831; Insured: Skybridge Fintech Ltd.
Dear Sir or Madam:
This firm represents Skybridge Fintech Ltd. ("Skybridge"), a Delaware limited liability company with its principal office at 1400 Concord Pike, Suite 320, Wilmington, Delaware 19803. We write on behalf of Skybridge in connection with a contractual insurance obligation arising under a Master Software-as-a-Service Agreement dated as of September 5, 2025 (the "MSA"), entered into between Skybridge Fintech Ltd., in its capacity as Licensor, and Meridian National Bank, National Association ("Meridian" or the "Licensee"), in its capacity as Licensee. A copy of the relevant insurance provisions of the MSA is enclosed herewith for your reference.
The MSA governs Skybridge's provision of its SkyComply™ AI-driven anti-money-laundering and transaction-monitoring platform to Meridian across Meridian's retail and commercial banking operations. The MSA has a total contract value of Fifty Million Dollars ($50,000,000) over a five-year initial term commencing on the date of execution and expiring on February 28, 2031, with two successive one-year automatic renewal terms thereafter unless earlier terminated in accordance with the MSA's provisions.
Meridian National Bank, N.A. is a national banking association chartered under the laws of the United States, with its principal office located at 600 Lexington Avenue, 40th Floor, New York, New York 10022, and is a wholly owned subsidiary of Meridian Financial Group, Inc., a Delaware corporation.
Under Section 11.2 of the MSA (Insurance Requirements), Skybridge is required to maintain certain insurance coverages throughout the term of the Agreement and to deliver certificates of insurance and additional insured endorsements to Meridian within ten (10) business days of execution of the MSA and annually thereafter upon each policy renewal. This letter constitutes the formal request for such certificates and endorsements with respect to the policies underwritten by Coastal Assurance Corporation, as described in detail below.
I. Identification of Applicable Policies and Coverage Requirements
The MSA prescribes minimum insurance requirements across several coverage lines. This letter addresses the policies that we understand to be underwritten by Coastal Assurance Corporation. The specific policies and the corresponding contractual thresholds are set forth below.
A. Technology Errors & Omissions / Cyber Liability Policy
The primary policy that is the subject of this request is the Technology Errors & Omissions and Cyber Liability policy issued by Coastal Assurance Corporation to Skybridge. The relevant policy details are as follows:
Section 11.2(a) of the MSA requires Skybridge to maintain Technology Errors & Omissions and Cyber Liability coverage with limits of not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and Fifty Million Dollars ($50,000,000) in the aggregate. We understand that the current policy meets or exceeds both of these contractual thresholds. We respectfully request that the certificate of insurance confirm these limits as currently in force.
B. Commercial General Liability Policy
Section 11.2(b) of the MSA requires Skybridge to maintain Commercial General Liability ("CGL") coverage with limits of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate. We understand that Skybridge maintains a CGL policy that may also be underwritten or brokered through Coastal Assurance Corporation. To the extent that Coastal Assurance Corporation is the issuing carrier for Skybridge's CGL coverage, we respectfully request that the certificate of insurance issued in response to this letter also evidence the CGL coverage, including the applicable per-occurrence and aggregate limits, the policy number, and the policy period.
If the CGL coverage is not underwritten by Coastal Assurance Corporation, please disregard this portion of the request, and we will direct a separate certificate request to the applicable CGL carrier. We would appreciate written confirmation from Coastal Assurance as to whether the CGL coverage falls within your portfolio for Skybridge so that we may promptly address any separate requests that may be necessary.
C. Additional Coverage References
For the sake of completeness, we note that the MSA also requires Skybridge to maintain the following additional coverages:
• Workers' Compensation Insurance at statutory limits as required by the laws of each jurisdiction in which Skybridge maintains employees, together with Employer's Liability coverage of not less than $1,000,000 per accident; and
• Umbrella / Excess Liability Insurance with limits of not less than Ten Million Dollars ($10,000,000) per occurrence and in the aggregate, providing excess coverage over the Technology E&O / Cyber Liability, CGL, and Employer's Liability policies.
We understand that these coverages may be maintained under separate policies issued by carriers other than Coastal Assurance Corporation. Accordingly, this letter is principally directed to the Technology Errors & Omissions / Cyber Liability policy (Policy No. CA-TECH-2025-07831) and, to the extent applicable, the CGL policy issued by Coastal Assurance. Separate requests will be directed to the appropriate carriers for Workers' Compensation and Umbrella/Excess coverages as needed.
II. Request for Certificate of Insurance
We respectfully request that Coastal Assurance Corporation issue a Certificate of Insurance in standard ACORD format (ACORD Form 25 or such other form as may be appropriate for the Technology E&O / Cyber Liability coverage) evidencing the following:
1. Technology Errors & Omissions / Cyber Liability Coverage under Policy No. CA-TECH-2025-07831, with the following details clearly reflected on the certificate:
(a) Per Occurrence Limit: $25,000,000;
(b) Aggregate Limit: $50,000,000;
(c) Policy Period: April 1, 2025 through March 31, 2026;
(d) Named Insured: Skybridge Fintech Ltd.;
(e) Description of coverage sufficient to confirm that the policy provides Technology Errors & Omissions and Cyber Liability coverage, including but not limited to coverage for network security liability, privacy liability, technology products and services liability, and media liability.
2. Commercial General Liability Coverage (if applicable under a Coastal Assurance policy), with the following details:
(a) Per Occurrence Limit: $5,000,000;
(b) General Aggregate Limit: $10,000,000;
(c) Products-Completed Operations Aggregate Limit (if separately stated);
(d) Policy Period;
(e) Named Insured: Skybridge Fintech Ltd.
3. The Certificate Holder is to be listed as follows:
Meridian National Bank, National Association 600 Lexington Avenue, 40th Floor New York, New York 10022
Attention: Luis Arriaga, SVP, Procurement & Vendor Management
The certificate should clearly state that it is issued as evidence of insurance in connection with the Master Software-as-a-Service Agreement between Skybridge Fintech Ltd. and Meridian National Bank, National Association, and we request that a reference to the MSA be included in the "Description of Operations / Locations / Vehicles" section of the certificate or in such other field as is customarily used for contract-specific annotations.
III. Request for Additional Insured Endorsement
Under Section 11.3 of the MSA, Meridian National Bank, N.A. has required that it be named as an additional insured on both the Technology Errors & Omissions / Cyber Liability policy and the Commercial General Liability policy maintained by Skybridge. We therefore respectfully request that Coastal Assurance Corporation issue endorsements to Policy No. CA-TECH-2025-07831 (and to the CGL policy, if applicable under a Coastal Assurance policy) adding the following entities as additional insureds:
1. Meridian National Bank, National Association, a national banking association, with its principal office at 600 Lexington Avenue, 40th Floor, New York, New York 10022; and
2. Meridian Financial Group, Inc., a Delaware corporation and parent holding company of Meridian National Bank, N.A., to the extent required under Section 11.3(b) of the MSA, which extends additional insured status to the Licensee's parent entities and their respective directors, officers, and employees.
The additional insured endorsement should reflect the following terms and conditions:
(a) Effective Date. The additional insured status shall be effective as of the date of execution of the MSA (September 5, 2025) and shall remain in effect for the duration of the MSA term, including any renewal terms, subject to the policy period and any applicable renewals thereof.
(b) Scope of Coverage. The additional insured endorsement shall provide coverage for claims arising out of or in connection with Skybridge's performance of services under the MSA, including but not limited to claims arising from the provision, implementation, customization, hosting, maintenance, and support of the SkyComply™ platform and any ancillary professional services rendered by Skybridge in connection therewith.
(c) Waiver of Subrogation. We further request that any such endorsement include a waiver of subrogation in favor of the additional insured parties identified above, to the extent permitted under the terms and conditions of the applicable policy and endorsement forms. Section 11.4 of the MSA requires Skybridge to obtain such a waiver to the fullest extent available under each applicable policy.
(d) Primary and Non-Contributory. To the extent the policy form and applicable endorsement allow, and consistent with Section 11.3(c) of the MSA, we request confirmation that coverage afforded to the additional insured under the endorsement shall be primary to, and non-contributory with, any insurance or self-insurance maintained by Meridian National Bank, N.A. or Meridian Financial Group, Inc.
If Coastal Assurance Corporation utilizes a standard form of additional insured endorsement for Technology E&O / Cyber Liability policies, we ask that a copy of the form endorsement be provided to us for review prior to issuance, or concurrently with issuance, so that we may confirm its consistency with the MSA's requirements. In the alternative, we have enclosed a preferred form of additional insured endorsement for your consideration and use, should Coastal Assurance's underwriting guidelines permit acceptance of a non-standard form.
IV. Notice of Cancellation or Material Change
Section 11.5 of the MSA requires Skybridge to ensure that each applicable insurance policy contains a provision, or is accompanied by a separate undertaking, pursuant to which the carrier agrees to provide the Licensee with advance written notice of any cancellation, non-renewal, or material modification of the coverage. Accordingly, we request that the certificate of insurance include a provision — and that Coastal Assurance Corporation separately undertake — to provide Meridian National Bank, N.A. with not less than thirty (30) days' prior written notice of:
(a) cancellation of Policy No. CA-TECH-2025-07831 or any other applicable Coastal Assurance policy referenced on the certificate;
(b) non-renewal of any such policy at the expiration of its current term; or
(c) any material modification, reduction, or restriction of coverage under any such policy that would cause the coverage to fall below the minimum limits or scope required under the MSA.
In the case of cancellation due to non-payment of premium, we request that Coastal Assurance provide not less than ten (10) days' prior written notice of such cancellation. This notice obligation is consistent with the MSA's ongoing insurance maintenance requirements, and the notice should be directed to the Certificate Holder at the address identified in Section II above, as well as to the additional addressees set forth in the delivery instructions below.
V. Delivery Instructions and Timing
We respectfully request that the certificate of insurance and the additional insured endorsement(s) be delivered within ten (10) business days of the date of this letter. This timeline is consistent with the MSA's requirement that certificates and endorsements be delivered within ten (10) business days of execution of the MSA, and we anticipate that the MSA will be executed on or about September 5, 2025. Prompt issuance of the requested documents will be necessary to satisfy Skybridge's contractual obligations and to permit the implementation period, which is scheduled to commence on September 15, 2025, to proceed without delay.
The certificate of insurance and all endorsements should be delivered to the following parties:
Primary Delivery:
David Shimura General Counsel Skybridge Fintech Ltd. 1400 Concord Pike, Suite 320 Wilmington, Delaware 19803
Email: d.shimura@skybridgefintech.com
Copy to:
Amy Chesterton Calderwood & Harkness LLP 200 South Ashbury Asset Advisors, Suite 1800 Chicago, Illinois 60604
Email: achesterton@calderwoodharkness.com
Reference: Matter No. 1009-00007
Copy to:
Luis Arriaga SVP, Procurement & Vendor Management Meridian National Bank, National Association 600 Lexington Avenue, 40th Floor New York, New York 10022
Email: l.arriaga@meridiannationalbank.com
Electronic delivery via PDF is acceptable for purposes of initial transmission and to satisfy the ten-business-day delivery window. However, we request that original hard copies of the certificate and all endorsements follow by first-class mail or reputable overnight courier service within a reasonable period thereafter.
VI. Annual Renewal Obligation
We wish to bring to Coastal Assurance's attention that the MSA contains an ongoing annual renewal obligation with respect to certificates of insurance. Specifically, Section 11.2(d) of the MSA requires Skybridge to deliver updated certificates of insurance to Meridian upon each renewal of the applicable policies throughout the entire term of the MSA. The initial term of the MSA extends through February 28, 2031, with potential automatic renewal terms of one year each thereafter.
The current policy period for Policy No. CA-TECH-2025-07831 expires on March 31, 2026. Upon renewal of the policy for the subsequent period (anticipated to be April 1, 2026 through March 31, 2027), a renewed certificate of insurance reflecting the updated policy period and confirming the continued maintenance of coverage at or above the MSA's minimum limits will be required. We respectfully request that Coastal Assurance note this ongoing obligation in its records for the Skybridge account and, to the extent practicable, issue renewed certificates automatically upon each renewal of the policy.
Skybridge will provide separate written instructions at each renewal cycle if any changes to the certificate holder information, additional insured designations, or delivery instructions are required. In the absence of such instructions, we ask that the renewal certificates be issued on the same terms and delivered to the same parties as set forth in this letter.
VII. Authorization
Calderwood & Harkness LLP is authorized to make this request on behalf of Skybridge Fintech Ltd. in its capacity as outside legal counsel to Skybridge. Our engagement encompasses the negotiation, documentation, and closing of the MSA and all ancillary deliverables, including the procurement and coordination of contractually required insurance documentation.
If Coastal Assurance Corporation requires additional documentation or a written authorization directly from an authorized officer of Skybridge in order to process this request, please contact any of the following individuals:
• David Shimura, General Counsel, Skybridge Fintech Ltd. — for general authorization matters and questions regarding the scope of this request. Mr. Shimura can be reached at (302) 555-2100 or d.shimura@skybridgefintech.com.
• Amara Okafor, Chief Information Security Officer, Skybridge Fintech Ltd. — for inquiries specific to the scope of cyber liability and network security coverage. Ms. Okafor can be reached at (302) 555-2115 or a.okafor@skybridgefintech.com.
• Jonathan Kreske, Chief Financial Officer, Skybridge Fintech Ltd. — for premium-related, billing, or payment inquiries associated with the endorsement or certificate issuance. Mr. Kreske can be reached at (302) 555-2108 or j.kreske@skybridgefintech.com.
We are prepared to facilitate the execution and delivery of any authorization letters or forms that Coastal Assurance may require on an expedited basis.
VIII. Contact Information for Questions
Should you have any questions regarding this request, require any clarification with respect to the MSA's insurance provisions, or need to discuss the form or scope of the requested endorsements, please do not hesitate to contact the undersigned directly:
Amy Chesterton Lead Associate Calderwood & Harkness LLP 200 South Ashbury Asset Advisors, Suite 1800 Chicago, Illinois 60604 Telephone: (312) 555-7438 Facsimile: (312) 555-7401
Email: achesterton@calderwoodharkness.com
Reference: Matter No. 1009-00007
I am available during normal business hours and can accommodate calls or correspondence outside of regular hours to the extent necessary given the time-sensitive nature of this request.
Thank you for your prompt attention to this matter. As noted above, the execution of the MSA is anticipated to occur on or about September 5, 2025, with the initial implementation period for the SkyComply™ platform commencing on September 15, 2025. Timely delivery of the certificate of insurance and additional insured endorsement(s) is essential to satisfy Skybridge's conditions to closing and to ensure an orderly commencement of the implementation workstream. We greatly appreciate Coastal Assurance's cooperation in facilitating this process and look forward to receiving the requested documentation within the timeframe specified herein.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Amy Chesterton Associate
200 South Ashbury Asset Advisors, Suite 1800 Chicago, Illinois 60604 Telephone: (312) 555-7438
Email: achesterton@calderwoodharkness.com
cc: David Shimura, General Counsel, Skybridge Fintech Ltd. (via email) Angela Fontaine, Partner, Calderwood & Harkness LLP (via interoffice and email) Amara Okafor, CISO, Skybridge Fintech Ltd. (via email)
Enclosures:
1. Excerpted copy of Section 11 (Insurance Requirements) of the Master Software-as-a-Service Agreement between Skybridge Fintech Ltd. and Meridian National Bank, National Association (execution version)
2. Preferred Form of Additional Insured Endorsement (Technology Errors & Omissions / Cyber Liability)
This letter and its enclosures are transmitted on behalf of Skybridge Fintech Ltd. and are intended solely for the use of the addressee in connection with the processing of the certificate of insurance and endorsement requests described herein. This communication may contain information that is confidential, privileged, or otherwise protected from disclosure. If you are not the intended recipient, please notify the sender immediately and destroy all copies.
| Item | Detail |
| Policy Number | CA-TECH-2025-07831 |
| Carrier | Coastal Assurance Corporation |
| Named Insured | Skybridge Fintech Ltd. |
| Policy Period | April 1, 2025 through March 31, 2026 |
| Coverage Type | Technology Errors & Omissions and Cyber Liability |
| Per Occurrence Limit | $25,000,000 |
| Aggregate Limit | $50,000,000 |