1009-00007 · Skybridge Fintech Ltd · Transaction Documents/Ancillary

pinnacle-ridge-board-consent.docx DOCUMENT Funds

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WRITTEN CONSENT OF PINNACLE RIDGE CAPITAL PARTNERS, LP IN LIEU OF A MEETING

Approval of Enterprise Software-as-a-Service Agreement between Skybridge Fintech Ltd. and Meridian National Bank, National Association

This Written Consent (this "Consent") is executed pursuant to the governance and consent rights of Pinnacle Ridge Capital Partners, LP ("PRCP") under (i) the Amended and Restated Agreement of Limited Partnership of Pinnacle Ridge Capital Partners, LP, dated as of June 14, 2019, as amended from time to time (the "Partnership Agreement"), (ii) the Amended and Restated Operating Agreement of Skybridge Fintech Ltd., a Delaware limited liability company (alternative entity), dated as of September 22, 2021, as amended from time to time (the "Operating Agreement" and, together with the Partnership Agreement, the "Governing Documents"), and (iii) that certain Investors' Rights Agreement, dated as of September 22, 2021, by and among Skybridge Fintech Ltd., Pinnacle Ridge Capital Partners, LP, and the other parties thereto (the "Investors' Rights Agreement" or the "Series C Agreements"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Governing Documents or the Investors' Rights Agreement, as applicable.

RECITALS

WHEREAS:

A. Identity and Ownership of PRCP. Pinnacle Ridge Capital Partners, LP, a limited partnership duly organized and existing under the laws of the State of Delaware ("PRCP"), is the holder of a sixty-two percent (62%) equity interest in Skybridge Fintech Ltd., a Delaware limited liability company (alternative entity) ("Skybridge" or the "Company"). PRCP is managed by its Managing Partner, Elise Drummond. PRCP acquired its 62% equity stake in the Company in connection with the Company's Series C preferred equity investment round, which closed on September 22, 2021 (the "Series C Closing"), at a pre-money valuation of Three Hundred Ten Million Dollars ($310,000,000). PRCP is a growth-equity fund with approximately Three Billion Four Hundred Million Dollars ($3,400,000,000) in assets under management, and its investment thesis is focused primarily on financial technology and enterprise software companies operating in regulated industries. Pursuant to the Governing Documents and the Investors' Rights Agreement, PRCP holds board representation through two (2) directors designated by PRCP (the "PRCP Directors") and has been granted certain consent and approval rights with respect to specified material actions of the Company, as more fully described in Recital B below.

B. Consent Right. Pursuant to Section 7.04(c)(vi) of the Operating Agreement and Section 4.3(f) of the Investors' Rights Agreement, the Company is required to obtain the prior written consent of PRCP (as the holder of not less than a majority of the outstanding equity interests in the Company) before the Company enters into, or becomes bound by, any contract, agreement, commitment, arrangement, or understanding (whether written or oral) with any third party that has a total contract value (measured as the aggregate of all fixed, guaranteed, minimum, or reasonably estimable payments over the full initial term of such contract, including any implementation, professional services, or similar fees) exceeding Twenty-Five Million Dollars ($25,000,000) (the "Consent Threshold"). The Company has represented to PRCP that the transaction described in Recital C below requires PRCP's prior written consent under the foregoing provisions of the Governing Documents and the Investors' Rights Agreement.

C. Description of the Proposed Transaction. The Company proposes to enter into an Enterprise Master Software-as-a-Service Agreement (the "MSA") and related ancillary documents (collectively with the MSA, the "Transaction Documents") with Meridian National Bank, National Association ("Meridian"), a national banking association chartered under the laws of the United States pursuant to the National Bank Act, 12 U.S.C. § 21 et seq., with its principal office located at 600 Lexington Avenue, 40th Floor, New York, New York 10022. Meridian is a wholly owned subsidiary of Meridian Financial Group, Inc., a Delaware corporation whose shares of common stock are listed on the New York Stock Exchange (ticker symbol: MFG). Meridian Financial Group, Inc. has been designated as a systemically important financial institution ("SIFI") by the Financial Stability Oversight Council and is subject to enhanced prudential standards under Title I of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Meridian is regulated by the Office of the Comptroller of the Currency (the "OCC"), the Board of Governors of the Federal Reserve System (the "Federal Reserve"), and the Federal Deposit Insurance Corporation (the "FDIC"), and as of its most recently filed Call Report, Meridian reported approximately Four Hundred Eighty-Five Billion Dollars ($485,000,000,000) in total consolidated assets, making it one of the ten largest commercial banking institutions in the United States by total assets. Under the MSA, the Company will license its proprietary artificial-intelligence-driven anti-money-laundering and transaction-monitoring platform, marketed under the trade name "SkyComply™," to Meridian for deployment across Meridian's retail banking, commercial banking, and wealth management divisions, covering approximately thirty-two thousand (32,000) named users.

D. Key Commercial Terms of the MSA. The principal commercial terms of the MSA, as reflected in the Order Form attached thereto, are summarized as follows:

(i) Total Contract Value. The total contract value ("TCV") of the MSA is Fifty Million Dollars ($50,000,000) over a five (5) year initial term (the "Initial Term"), which exceeds the Consent Threshold of $25,000,000 and accordingly requires the prior written consent of PRCP.

(ii) Year 1 Fees. The aggregate fees payable by Meridian during the first contract year (following the Platform Go-Live Date) are Twelve Million Seven Hundred Thousand Dollars ($12,700,000), comprised of the following components: (A) platform subscription fees; (B) a one-time implementation fee of Three Million Six Hundred Thousand Dollars ($3,600,000); and (C) a support and managed services fee of One Million Eight Hundred Thousand Dollars ($1,800,000).

(iii) Years 2–5 Annual Fees. The aggregate annual fees payable by Meridian during each of contract years two (2) through five (5) are Nine Million Three Hundred Twenty-Five Thousand Dollars ($9,325,000) per year, comprised of platform subscription fees and support and managed services fees.

(iv) Volume discount. A volume discount of six and seventy-two hundredths percent (6.72%) has been applied against the gross undiscounted TCV of Fifty-Three Million Six Hundred Thousand Dollars ($53,600,000), yielding the net TCV of $50,000,000 referenced in clause (i) above.

(v) Annual Escalator. Beginning in contract year three (3), an annual escalator of three percent (3.0%) shall apply to the then-current annual subscription and support fees, subject to a cap of three and one-half percent (3.5%) in any given contract year.

(vi) Payment Terms. All fees are payable quarterly in advance, with payment due within thirty (30) days of the date of the Company's invoice (net 30 days).

(vii) Incremental Users. The per-user rate for any named users added in excess of the initial 32,000-user baseline is Two Hundred Seventy-Five Dollars ($275) per user per year, and no volume discount shall apply to such incremental users.

E. Term, Renewal, and Termination. The MSA provides for the following term, renewal, and termination provisions:

(i) Initial Term. The Initial Term of the MSA is five (5) years, commencing on the Platform Go-Live Date (currently targeted for March 1, 2026) and expiring on February 28, 2031.

(ii) Implementation Period. The implementation of the SkyComply™ platform at Meridian is expected to commence on September 15, 2025 and conclude on or before February 28, 2026 (a period of approximately five and one-half (5.5) months), subject to certain milestone-based acceptance criteria set forth in the MSA.

(iii) Renewal. Following the expiration of the Initial Term, the MSA shall automatically renew for two (2) successive one (1) year renewal terms (each, a "Renewal Term"), unless either party provides the other party with not less than one hundred eighty (180) days' prior written notice of non-renewal before the expiration of the then-current term.

(iv) Termination for Convenience. Meridian shall have the right to terminate the MSA for convenience at any time after the expiration of contract year two (2), upon not less than twelve (12) months' prior written notice to the Company and upon payment of an early termination fee equal to fifty percent (50%) of the remaining annual contract value ("ACV") for the then-current term (whether the Initial Term or any Renewal Term).

F. Key Contractual Provisions. The MSA and the Transaction Documents contain the following material contractual provisions, among others:

(i) Governing Law. The MSA is governed by and shall be construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction.

(ii) Venue. Any action or proceeding arising out of or relating to the MSA shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each party irrevocably submits to the personal jurisdiction of such courts.

(iii) Dispute Resolution. The MSA provides for a mandatory three-tier dispute resolution process, consisting of: (A) executive escalation to designated senior officers of each party; (B) if not resolved through executive escalation within thirty (30) days, mandatory mediation administered by JAMS in Wilmington, Delaware, for a period of not less than sixty (60) days; and (C) if not resolved through mediation, litigation in the courts specified in clause (ii) above. The parties have mutually waived their respective rights to a jury trial in any action or proceeding arising out of or relating to the MSA.

(iv) Indemnification. The MSA contains mutual indemnification obligations. The Company's indemnification obligation with respect to intellectual property claims (including claims of infringement, misappropriation, or violation of any third-party intellectual property right) is uncapped. The Company's indemnification obligation with respect to data breach or security incident claims is capped at two times (2×) the annual fees payable under the MSA (approximately Eighteen Million Six Hundred Fifty Thousand Dollars ($18,650,000)). The Company's general indemnification obligation (for all claims other than IP claims and data breach claims) is capped at one times (1×) the annual fees payable under the MSA (approximately Nine Million Three Hundred Twenty-Five Thousand Dollars ($9,325,000)).

(v) Aggregate Liability Cap. The Company's aggregate liability under the MSA for all claims (other than claims subject to specific carve-outs) is capped at two times (2×) the annual fees payable under the MSA (approximately Eighteen Million Six Hundred Fifty Thousand Dollars ($18,650,000)), with a separate and independent "super-cap" applicable to data security and privacy claims equal to three times (3×) the annual fees payable under the MSA (approximately Twenty-Seven Million Nine Hundred Seventy-Five Thousand Dollars ($27,975,000)).

(vi) Service Level Agreement. The MSA includes a service level agreement (the "SLA," attached as Exhibit A to the MSA) that establishes a monthly uptime target of ninety-nine and nine-tenths percent (99.9%), with a tiered credit structure applicable in the event that the Company fails to meet such target. The maximum credit available in any single calendar month is capped at thirty percent (30%) of the monthly subscription fee for such month, and the maximum aggregate credits available in any contract year are capped at fifteen percent (15%) of the annual subscription fee for such year.

(vii) Insurance. The Company is required to maintain technology errors and omissions / cyber liability insurance coverage in an amount not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and Fifty Million Dollars ($50,000,000) in the aggregate, which coverage is currently maintained through Coastal Assurance Corporation under Policy No. CA-TECH-2025-07831. Meridian shall be named as an additional insured under such policy for the duration of the MSA, and the Company shall provide Meridian with certificates of insurance evidencing such coverage upon request.

(viii) Source Code Escrow. The Company shall maintain a source code escrow arrangement with Sentinel Escrow Services, Inc. ("Sentinel") pursuant to a separate Source Code Escrow Agreement (Escrow Agreement No. SCE-2025-04417) among the Company, Meridian, and Sentinel, under which the source code for the SkyComply™ platform, together with related documentation, build instructions, and third-party dependency information, shall be deposited with Sentinel and released to Meridian upon the occurrence of specified release conditions, including the Company's insolvency, material uncured breach of the MSA, or cessation of ongoing support and maintenance for the SkyComply™ platform.

(ix) Regulatory Examination Rights. Consistent with the requirements of the Bank Service Company Act (12 U.S.C. § 1867), the MSA grants examination, audit, and access rights to Meridian's federal banking regulators, including the OCC, the Federal Reserve, and the FDIC, with respect to the services provided by the Company under the MSA, the Company's facilities and systems, and any records related to the performance of such services.

G. Review Materials. In connection with PRCP's evaluation of the proposed transaction and its execution of this Consent, PRCP and its legal counsel, Alcott & Grenier LLP (Simone Alcott, Partner, 1001 Pennsylvania Avenue NW, Suite 700, Washington, DC 20004) (collectively, "PRCP's Counsel"), have been provided with, and have reviewed, the following documents and materials:

(i) the near-final execution version of the Master Software-as-a-Service Agreement between the Company and Meridian, dated on or about the date hereof;

(ii) the Order Form attached to the MSA, setting forth the commercial terms described in Recital D above;

(iii) the SLA Exhibit (Exhibit A to the MSA);

(iv) the Security Exhibit (Exhibit B to the MSA), setting forth the Company's information security obligations, technical and organizational measures, and compliance certifications;

(v) the Data Processing Addendum (Exhibit C to the MSA), addressing the processing of personal data and regulated financial data in connection with the SkyComply™ platform;

(vi) the Acceptable Use Policy (Exhibit D to the MSA);

(vii) the Source Code Escrow Agreement among the Company, Meridian, and Sentinel Escrow Services, Inc. (Escrow Agreement No. SCE-2025-04417); and

(viii) such other documents, certificates, memoranda, correspondence, and information as PRCP and PRCP's Counsel have deemed necessary or appropriate in connection with PRCP's review and evaluation of the proposed transaction and the execution and delivery of this Consent.

PRCP and PRCP's Counsel have had a full and adequate opportunity to review the foregoing materials, to ask questions of the Company's management team and outside counsel regarding the terms and conditions of the MSA and the Transaction Documents, and to obtain such additional information as PRCP has deemed necessary or appropriate.

H. Company's Outside Counsel. The MSA and the Transaction Documents have been negotiated and prepared on behalf of the Company by Calderwood & Harkness LLP, with its office at 200 South Ashbury Asset Advisors, Suite 1800, Chicago, Illinois 60604, under engagement letter dated August 25, 2025, Matter No. 1009-00007. The Calderwood & Harkness LLP team advising the Company on this transaction consists of Angela Fontaine, Partner (Responsible Partner), Amy Chesterton, Associate (Lead Associate), and Liam Prescott, Of Counsel (technology transactions advisor). Meridian's outside counsel in connection with the MSA and the Transaction Documents is Hargrove, Tully & Cascade Insurance Brokers, with its office at 1 Chase Manhattan Plaza, Suite 5500, New York, New York 10005, with Douglas Krenshaw serving as Lead Partner.

CONSENT RESOLUTIONS

NOW, THEREFORE, in consideration of the foregoing recitals, each of which is incorporated herein by this reference, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PRCP hereby adopts the following resolutions by written consent in lieu of a meeting, effective as of the date set forth on the signature page hereto:

Resolution 1 — Approval of the MSA and Ancillary Documents

RESOLVED, that PRCP, as the holder of a sixty-two percent (62%) equity interest in Skybridge Fintech Ltd. and in its capacity as a holder with consent and approval rights under Section 7.04(c)(vi) of the Operating Agreement and Section 4.3(f) of the Investors' Rights Agreement, hereby irrevocably consents to, and approves, the Company's entry into, execution and delivery of, and performance of its obligations under, the following agreements and documents with Meridian National Bank, National Association:

(a) The Master Software-as-a-Service Agreement, in substantially the form reviewed by PRCP and PRCP's Counsel (as described in Recital G above), together with each of the following exhibits and schedules attached thereto:

(i) the Order Form, setting forth the commercial and pricing terms described in Recital D above;

(ii) the SLA Exhibit (Exhibit A to the MSA), setting forth the service level commitments and credit structure;

(iii) the Security Exhibit (Exhibit B to the MSA), setting forth the Company's information security obligations and technical and organizational measures;

(iv) the Data Processing Addendum (Exhibit C to the MSA), addressing the processing, storage, and protection of personal data and regulated financial data; and

(v) the Acceptable Use Policy (Exhibit D to the MSA), setting forth the terms governing Meridian's authorized use of the SkyComply™ platform;

(b) The Source Code Escrow Agreement among the Company, Meridian, and Sentinel Escrow Services, Inc. (Escrow Agreement No. SCE-2025-04417), in substantially the form reviewed by PRCP and PRCP's Counsel; and

(c) Any and all certificates, instruments, schedules, statements of work, change orders, and ancillary documents contemplated by, referenced in, or reasonably necessary or desirable to consummate, implement, or give effect to, the transactions described in the MSA and the Transaction Documents;

it being understood and acknowledged that the total contract value of the MSA is Fifty Million Dollars ($50,000,000) over the five (5) year Initial Term, which exceeds the Consent Threshold of Twenty-Five Million Dollars ($25,000,000) set forth in the Governing Documents and the Investors' Rights Agreement, and that PRCP's consent to the foregoing is a condition precedent to the Company's authority to enter into and perform under the MSA.

For the avoidance of doubt, the approval granted by this Resolution 1 extends to the MSA and Transaction Documents in the form reviewed by PRCP and PRCP's Counsel, including such changes, modifications, or revisions thereto as may be made prior to execution that are immaterial in nature and do not (x) increase the total contract value by more than five percent (5%), (y) materially increase the Company's indemnification or liability exposure beyond the caps described in Recital F above, or (z) materially alter the term, scope, or economic terms of the MSA in a manner adverse to the Company. Any changes that exceed the foregoing thresholds shall require the separate prior written consent of PRCP.

Resolution 2 — Authorization of Officers

RESOLVED, that Priya Chandrasekaran, in her capacity as Chief Executive Officer of the Company, and David Shimura, in his capacity as General Counsel and Secretary of the Company, and each of them acting individually (each, an "Authorized Officer"), are hereby authorized, empowered, and directed, in the name and on behalf of the Company, to:

(a) negotiate, finalize, execute, and deliver the MSA and all ancillary agreements, instruments, and documents contemplated hereby and thereby, with such changes, modifications, or amendments to the terms thereof as such Authorized Officer may, in his or her sole discretion, deem necessary, advisable, or appropriate (subject to the limitations set forth in Resolution 1 above);

(b) execute and deliver any and all certificates, instruments, and documents required or contemplated in connection with the MSA and the Transaction Documents, including, without limitation, the Officer's Certificate and the Bring-Down Certificate contemplated by the MSA, certificates of insurance, and any notices, consents, or waivers required under the MSA;

(c) engage and retain such advisors, consultants, and service providers as such Authorized Officer may deem necessary or appropriate to facilitate the implementation and deployment of the SkyComply™ platform at Meridian in accordance with the terms of the MSA; and

(d) take any and all such further actions, and execute and deliver any and all such further documents, instruments, and certificates, in each case in the name and on behalf of the Company, as such Authorized Officer may, in his or her sole discretion, deem necessary, advisable, or desirable to carry out fully the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated hereby and by the MSA and the Transaction Documents;

the execution and delivery by any Authorized Officer of any such document or instrument, or the taking of any such action, being conclusive evidence of such Authorized Officer's determination that such document, instrument, or action is necessary, advisable, or appropriate for the purposes set forth herein.

Resolution 3 — Ratification

RESOLVED, that any and all actions heretofore taken by the officers, directors, managers, employees, attorneys, agents, and representatives of the Company in connection with the identification, evaluation, negotiation, preparation, drafting, revision, and finalization of the MSA and the Transaction Documents, including, without limitation, the engagement of Calderwood & Harkness LLP as outside counsel to the Company and the engagement of Sentinel Escrow Services, Inc. as escrow agent, and any communications with Meridian, its affiliates, and its advisors in connection therewith, are hereby ratified, confirmed, approved, and adopted in all respects as the authorized acts and deeds of the Company.

EFFECTIVENESS AND GENERAL PROVISIONS

Effectiveness. This Consent shall be effective as of the date set forth on the signature page below (the "Effective Date"). This Consent is being executed and delivered in accordance with the provisions of the Governing Documents and the Investors' Rights Agreement, and constitutes the valid and binding consent of PRCP to the matters set forth herein. This Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Consent by electronic transmission (including by portable document format (PDF), facsimile, or any other electronic means intended to preserve the original graphic appearance of a document) shall be equally effective as delivery of a manually executed original counterpart.

No Other Actions Approved

Except as expressly set forth in the resolutions adopted herein, this Consent does not constitute the approval of, or consent to, any other action, transaction, agreement, commitment, or undertaking of the Company, and PRCP expressly reserves all of its rights, powers, and privileges under the Governing Documents, the Investors' Rights Agreement, and applicable law with respect to any future matters requiring PRCP's consent or approval.

Governing Law. This Consent shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (including the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, as applicable), without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction.

Preservation of Consent Rights

Nothing in this Consent shall be deemed to constitute a waiver of, or an amendment to, any of PRCP's consent or approval rights under the Governing Documents or the Investors' Rights Agreement, and all such rights shall continue in full force and effect following the Effective Date.

SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of the date set forth below.

PINNACLE RIDGE CAPITAL PARTNERS, LP

By: ________

Name: Elise Drummond

Title: Managing Partner

Date: ________

ACKNOWLEDGMENT

The undersigned hereby acknowledges receipt of the foregoing Written Consent and confirms that the Company has received the prior written consent of PRCP to the transactions described herein, in accordance with the requirements of the Governing Documents and the Investors' Rights Agreement.

ACKNOWLEDGED AND AGREED:

SKYBRIDGE FINTECH LTD.

By: ________

Name: Priya Chandrasekaran

Title: Chief Executive Officer

Date: ________

The following notes are for internal drafting and distribution purposes only and do not form part of the executed Consent.

DRAFTING AND DISTRIBUTION NOTES

Field	Detail
Drafted by	Amy Chesterton, Associate, Calderwood & Harkness LLP
C&H Matter No.	1009-00007
Submitted for review to	Simone Alcott, Partner, Alcott & Grenier LLP (counsel to Pinnacle Ridge Capital Partners, LP)
For execution by	Elise Drummond, Managing Partner, Pinnacle Ridge Capital Partners, LP
Copies of executed Consent to be delivered to	(1) David Shimura, General Counsel, Skybridge Fintech Ltd.; (2) Angela Fontaine, Responsible Partner, Calderwood & Harkness LLP; (3) C&H closing file (Matter No. 1009-00007)
Version	Draft — Subject to review by Alcott & Grenier LLP

WRITTEN CONSENT OF PINNACLE RIDGE CAPITAL PARTNERS, LP IN LIEU OF A MEETING
Approval of Enterprise Software-as-a-Service Agreement between Skybridge Fintech Ltd. and Meridian National Bank, National Association
This Written Consent (this "Consent") is executed pursuant to the governance and consent rights of Pinnacle Ridge Capital Partners, LP ("PRCP") under (i) the Amended and Restated Agreement of Limited Partnership of Pinnacle Ridge Capital Partners, LP, dated as of June 14, 2019, as amended from time to time (the "Partnership Agreement"), (ii) the Amended and Restated Operating Agreement of Skybridge Fintech Ltd., a Delaware limited liability company (alternative entity), dated as of September 22, 2021, as amended from time to time (the "Operating Agreement" and, together with the Partnership Agreement, the "Governing Documents"), and (iii) that certain Investors' Rights Agreement, dated as of September 22, 2021, by and among Skybridge Fintech Ltd., Pinnacle Ridge Capital Partners, LP, and the other parties thereto (the "Investors' Rights Agreement" or the "Series C Agreements"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Governing Documents or the Investors' Rights Agreement, as applicable.
RECITALS
WHEREAS:
A. Identity and Ownership of PRCP. Pinnacle Ridge Capital Partners, LP, a limited partnership duly organized and existing under the laws of the State of Delaware ("PRCP"), is the holder of a sixty-two percent (62%) equity interest in Skybridge Fintech Ltd., a Delaware limited liability company (alternative entity) ("Skybridge" or the "Company"). PRCP is managed by its Managing Partner, Elise Drummond. PRCP acquired its 62% equity stake in the Company in connection with the Company's Series C preferred equity investment round, which closed on September 22, 2021 (the "Series C Closing"), at a pre-money valuation of Three Hundred Ten Million Dollars ($310,000,000). PRCP is a growth-equity fund with approximately Three Billion Four Hundred Million Dollars ($3,400,000,000) in assets under management, and its investment thesis is focused primarily on financial technology and enterprise software companies operating in regulated industries. Pursuant to the Governing Documents and the Investors' Rights Agreement, PRCP holds board representation through two (2) directors designated by PRCP (the "PRCP Directors") and has been granted certain consent and approval rights with respect to specified material actions of the Company, as more fully described in Recital B below.
B. Consent Right. Pursuant to Section 7.04(c)(vi) of the Operating Agreement and Section 4.3(f) of the Investors' Rights Agreement, the Company is required to obtain the prior written consent of PRCP (as the holder of not less than a majority of the outstanding equity interests in the Company) before the Company enters into, or becomes bound by, any contract, agreement, commitment, arrangement, or understanding (whether written or oral) with any third party that has a total contract value (measured as the aggregate of all fixed, guaranteed, minimum, or reasonably estimable payments over the full initial term of such contract, including any implementation, professional services, or similar fees) exceeding Twenty-Five Million Dollars ($25,000,000) (the "Consent Threshold"). The Company has represented to PRCP that the transaction described in Recital C below requires PRCP's prior written consent under the foregoing provisions of the Governing Documents and the Investors' Rights Agreement.
C. Description of the Proposed Transaction. The Company proposes to enter into an Enterprise Master Software-as-a-Service Agreement (the "MSA") and related ancillary documents (collectively with the MSA, the "Transaction Documents") with Meridian National Bank, National Association ("Meridian"), a national banking association chartered under the laws of the United States pursuant to the National Bank Act, 12 U.S.C. § 21 et seq., with its principal office located at 600 Lexington Avenue, 40th Floor, New York, New York 10022. Meridian is a wholly owned subsidiary of Meridian Financial Group, Inc., a Delaware corporation whose shares of common stock are listed on the New York Stock Exchange (ticker symbol: MFG). Meridian Financial Group, Inc. has been designated as a systemically important financial institution ("SIFI") by the Financial Stability Oversight Council and is subject to enhanced prudential standards under Title I of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Meridian is regulated by the Office of the Comptroller of the Currency (the "OCC"), the Board of Governors of the Federal Reserve System (the "Federal Reserve"), and the Federal Deposit Insurance Corporation (the "FDIC"), and as of its most recently filed Call Report, Meridian reported approximately Four Hundred Eighty-Five Billion Dollars ($485,000,000,000) in total consolidated assets, making it one of the ten largest commercial banking institutions in the United States by total assets. Under the MSA, the Company will license its proprietary artificial-intelligence-driven anti-money-laundering and transaction-monitoring platform, marketed under the trade name "SkyComply™," to Meridian for deployment across Meridian's retail banking, commercial banking, and wealth management divisions, covering approximately thirty-two thousand (32,000) named users.
D. Key Commercial Terms of the MSA. The principal commercial terms of the MSA, as reflected in the Order Form attached thereto, are summarized as follows:
(i) Total Contract Value. The total contract value ("TCV") of the MSA is Fifty Million Dollars ($50,000,000) over a five (5) year initial term (the "Initial Term"), which exceeds the Consent Threshold of $25,000,000 and accordingly requires the prior written consent of PRCP.
(ii) Year 1 Fees. The aggregate fees payable by Meridian during the first contract year (following the Platform Go-Live Date) are Twelve Million Seven Hundred Thousand Dollars ($12,700,000), comprised of the following components: (A) platform subscription fees; (B) a one-time implementation fee of Three Million Six Hundred Thousand Dollars ($3,600,000); and (C) a support and managed services fee of One Million Eight Hundred Thousand Dollars ($1,800,000).
(iii) Years 2–5 Annual Fees. The aggregate annual fees payable by Meridian during each of contract years two (2) through five (5) are Nine Million Three Hundred Twenty-Five Thousand Dollars ($9,325,000) per year, comprised of platform subscription fees and support and managed services fees.
(iv) Volume discount. A volume discount of six and seventy-two hundredths percent (6.72%) has been applied against the gross undiscounted TCV of Fifty-Three Million Six Hundred Thousand Dollars ($53,600,000), yielding the net TCV of $50,000,000 referenced in clause (i) above.
(v) Annual Escalator. Beginning in contract year three (3), an annual escalator of three percent (3.0%) shall apply to the then-current annual subscription and support fees, subject to a cap of three and one-half percent (3.5%) in any given contract year.
(vi) Payment Terms. All fees are payable quarterly in advance, with payment due within thirty (30) days of the date of the Company's invoice (net 30 days).
(vii) Incremental Users. The per-user rate for any named users added in excess of the initial 32,000-user baseline is Two Hundred Seventy-Five Dollars ($275) per user per year, and no volume discount shall apply to such incremental users.
E. Term, Renewal, and Termination. The MSA provides for the following term, renewal, and termination provisions:
(i) Initial Term. The Initial Term of the MSA is five (5) years, commencing on the Platform Go-Live Date (currently targeted for March 1, 2026) and expiring on February 28, 2031.
(ii) Implementation Period. The implementation of the SkyComply™ platform at Meridian is expected to commence on September 15, 2025 and conclude on or before February 28, 2026 (a period of approximately five and one-half (5.5) months), subject to certain milestone-based acceptance criteria set forth in the MSA.
(iii) Renewal. Following the expiration of the Initial Term, the MSA shall automatically renew for two (2) successive one (1) year renewal terms (each, a "Renewal Term"), unless either party provides the other party with not less than one hundred eighty (180) days' prior written notice of non-renewal before the expiration of the then-current term.
(iv) Termination for Convenience. Meridian shall have the right to terminate the MSA for convenience at any time after the expiration of contract year two (2), upon not less than twelve (12) months' prior written notice to the Company and upon payment of an early termination fee equal to fifty percent (50%) of the remaining annual contract value ("ACV") for the then-current term (whether the Initial Term or any Renewal Term).
F. Key Contractual Provisions. The MSA and the Transaction Documents contain the following material contractual provisions, among others:
(i) Governing Law. The MSA is governed by and shall be construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction.
(ii) Venue. Any action or proceeding arising out of or relating to the MSA shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each party irrevocably submits to the personal jurisdiction of such courts.
(iii) Dispute Resolution. The MSA provides for a mandatory three-tier dispute resolution process, consisting of: (A) executive escalation to designated senior officers of each party; (B) if not resolved through executive escalation within thirty (30) days, mandatory mediation administered by JAMS in Wilmington, Delaware, for a period of not less than sixty (60) days; and (C) if not resolved through mediation, litigation in the courts specified in clause (ii) above. The parties have mutually waived their respective rights to a jury trial in any action or proceeding arising out of or relating to the MSA.
(iv) Indemnification. The MSA contains mutual indemnification obligations. The Company's indemnification obligation with respect to intellectual property claims (including claims of infringement, misappropriation, or violation of any third-party intellectual property right) is uncapped. The Company's indemnification obligation with respect to data breach or security incident claims is capped at two times (2×) the annual fees payable under the MSA (approximately Eighteen Million Six Hundred Fifty Thousand Dollars ($18,650,000)). The Company's general indemnification obligation (for all claims other than IP claims and data breach claims) is capped at one times (1×) the annual fees payable under the MSA (approximately Nine Million Three Hundred Twenty-Five Thousand Dollars ($9,325,000)).
(v) Aggregate Liability Cap. The Company's aggregate liability under the MSA for all claims (other than claims subject to specific carve-outs) is capped at two times (2×) the annual fees payable under the MSA (approximately Eighteen Million Six Hundred Fifty Thousand Dollars ($18,650,000)), with a separate and independent "super-cap" applicable to data security and privacy claims equal to three times (3×) the annual fees payable under the MSA (approximately Twenty-Seven Million Nine Hundred Seventy-Five Thousand Dollars ($27,975,000)).
(vi) Service Level Agreement. The MSA includes a service level agreement (the "SLA," attached as Exhibit A to the MSA) that establishes a monthly uptime target of ninety-nine and nine-tenths percent (99.9%), with a tiered credit structure applicable in the event that the Company fails to meet such target. The maximum credit available in any single calendar month is capped at thirty percent (30%) of the monthly subscription fee for such month, and the maximum aggregate credits available in any contract year are capped at fifteen percent (15%) of the annual subscription fee for such year.
(vii) Insurance. The Company is required to maintain technology errors and omissions / cyber liability insurance coverage in an amount not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and Fifty Million Dollars ($50,000,000) in the aggregate, which coverage is currently maintained through Coastal Assurance Corporation under Policy No. CA-TECH-2025-07831. Meridian shall be named as an additional insured under such policy for the duration of the MSA, and the Company shall provide Meridian with certificates of insurance evidencing such coverage upon request.
(viii) Source Code Escrow. The Company shall maintain a source code escrow arrangement with Sentinel Escrow Services, Inc. ("Sentinel") pursuant to a separate Source Code Escrow Agreement (Escrow Agreement No. SCE-2025-04417) among the Company, Meridian, and Sentinel, under which the source code for the SkyComply™ platform, together with related documentation, build instructions, and third-party dependency information, shall be deposited with Sentinel and released to Meridian upon the occurrence of specified release conditions, including the Company's insolvency, material uncured breach of the MSA, or cessation of ongoing support and maintenance for the SkyComply™ platform.
(ix) Regulatory Examination Rights. Consistent with the requirements of the Bank Service Company Act (12 U.S.C. § 1867), the MSA grants examination, audit, and access rights to Meridian's federal banking regulators, including the OCC, the Federal Reserve, and the FDIC, with respect to the services provided by the Company under the MSA, the Company's facilities and systems, and any records related to the performance of such services.
G. Review Materials. In connection with PRCP's evaluation of the proposed transaction and its execution of this Consent, PRCP and its legal counsel, Alcott & Grenier LLP (Simone Alcott, Partner, 1001 Pennsylvania Avenue NW, Suite 700, Washington, DC 20004) (collectively, "PRCP's Counsel"), have been provided with, and have reviewed, the following documents and materials:
(i) the near-final execution version of the Master Software-as-a-Service Agreement between the Company and Meridian, dated on or about the date hereof;
(ii) the Order Form attached to the MSA, setting forth the commercial terms described in Recital D above;
(iii) the SLA Exhibit (Exhibit A to the MSA);
(iv) the Security Exhibit (Exhibit B to the MSA), setting forth the Company's information security obligations, technical and organizational measures, and compliance certifications;
(v) the Data Processing Addendum (Exhibit C to the MSA), addressing the processing of personal data and regulated financial data in connection with the SkyComply™ platform;
(vi) the Acceptable Use Policy (Exhibit D to the MSA);
(vii) the Source Code Escrow Agreement among the Company, Meridian, and Sentinel Escrow Services, Inc. (Escrow Agreement No. SCE-2025-04417); and
(viii) such other documents, certificates, memoranda, correspondence, and information as PRCP and PRCP's Counsel have deemed necessary or appropriate in connection with PRCP's review and evaluation of the proposed transaction and the execution and delivery of this Consent.
PRCP and PRCP's Counsel have had a full and adequate opportunity to review the foregoing materials, to ask questions of the Company's management team and outside counsel regarding the terms and conditions of the MSA and the Transaction Documents, and to obtain such additional information as PRCP has deemed necessary or appropriate.
H. Company's Outside Counsel. The MSA and the Transaction Documents have been negotiated and prepared on behalf of the Company by Calderwood & Harkness LLP, with its office at 200 South Ashbury Asset Advisors, Suite 1800, Chicago, Illinois 60604, under engagement letter dated August 25, 2025, Matter No. 1009-00007. The Calderwood & Harkness LLP team advising the Company on this transaction consists of Angela Fontaine, Partner (Responsible Partner), Amy Chesterton, Associate (Lead Associate), and Liam Prescott, Of Counsel (technology transactions advisor). Meridian's outside counsel in connection with the MSA and the Transaction Documents is Hargrove, Tully & Cascade Insurance Brokers, with its office at 1 Chase Manhattan Plaza, Suite 5500, New York, New York 10005, with Douglas Krenshaw serving as Lead Partner.
CONSENT RESOLUTIONS
NOW, THEREFORE, in consideration of the foregoing recitals, each of which is incorporated herein by this reference, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PRCP hereby adopts the following resolutions by written consent in lieu of a meeting, effective as of the date set forth on the signature page hereto:
Resolution 1 — Approval of the MSA and Ancillary Documents
RESOLVED, that PRCP, as the holder of a sixty-two percent (62%) equity interest in Skybridge Fintech Ltd. and in its capacity as a holder with consent and approval rights under Section 7.04(c)(vi) of the Operating Agreement and Section 4.3(f) of the Investors' Rights Agreement, hereby irrevocably consents to, and approves, the Company's entry into, execution and delivery of, and performance of its obligations under, the following agreements and documents with Meridian National Bank, National Association:
(a) The Master Software-as-a-Service Agreement, in substantially the form reviewed by PRCP and PRCP's Counsel (as described in Recital G above), together with each of the following exhibits and schedules attached thereto:
(i) the Order Form, setting forth the commercial and pricing terms described in Recital D above;
(ii) the SLA Exhibit (Exhibit A to the MSA), setting forth the service level commitments and credit structure;
(iii) the Security Exhibit (Exhibit B to the MSA), setting forth the Company's information security obligations and technical and organizational measures;
(iv) the Data Processing Addendum (Exhibit C to the MSA), addressing the processing, storage, and protection of personal data and regulated financial data; and
(v) the Acceptable Use Policy (Exhibit D to the MSA), setting forth the terms governing Meridian's authorized use of the SkyComply™ platform;
(b) The Source Code Escrow Agreement among the Company, Meridian, and Sentinel Escrow Services, Inc. (Escrow Agreement No. SCE-2025-04417), in substantially the form reviewed by PRCP and PRCP's Counsel; and
(c) Any and all certificates, instruments, schedules, statements of work, change orders, and ancillary documents contemplated by, referenced in, or reasonably necessary or desirable to consummate, implement, or give effect to, the transactions described in the MSA and the Transaction Documents;
it being understood and acknowledged that the total contract value of the MSA is Fifty Million Dollars ($50,000,000) over the five (5) year Initial Term, which exceeds the Consent Threshold of Twenty-Five Million Dollars ($25,000,000) set forth in the Governing Documents and the Investors' Rights Agreement, and that PRCP's consent to the foregoing is a condition precedent to the Company's authority to enter into and perform under the MSA.
For the avoidance of doubt, the approval granted by this Resolution 1 extends to the MSA and Transaction Documents in the form reviewed by PRCP and PRCP's Counsel, including such changes, modifications, or revisions thereto as may be made prior to execution that are immaterial in nature and do not (x) increase the total contract value by more than five percent (5%), (y) materially increase the Company's indemnification or liability exposure beyond the caps described in Recital F above, or (z) materially alter the term, scope, or economic terms of the MSA in a manner adverse to the Company. Any changes that exceed the foregoing thresholds shall require the separate prior written consent of PRCP.
Resolution 2 — Authorization of Officers
RESOLVED, that Priya Chandrasekaran, in her capacity as Chief Executive Officer of the Company, and David Shimura, in his capacity as General Counsel and Secretary of the Company, and each of them acting individually (each, an "Authorized Officer"), are hereby authorized, empowered, and directed, in the name and on behalf of the Company, to:
(a) negotiate, finalize, execute, and deliver the MSA and all ancillary agreements, instruments, and documents contemplated hereby and thereby, with such changes, modifications, or amendments to the terms thereof as such Authorized Officer may, in his or her sole discretion, deem necessary, advisable, or appropriate (subject to the limitations set forth in Resolution 1 above);
(b) execute and deliver any and all certificates, instruments, and documents required or contemplated in connection with the MSA and the Transaction Documents, including, without limitation, the Officer's Certificate and the Bring-Down Certificate contemplated by the MSA, certificates of insurance, and any notices, consents, or waivers required under the MSA;
(c) engage and retain such advisors, consultants, and service providers as such Authorized Officer may deem necessary or appropriate to facilitate the implementation and deployment of the SkyComply™ platform at Meridian in accordance with the terms of the MSA; and
(d) take any and all such further actions, and execute and deliver any and all such further documents, instruments, and certificates, in each case in the name and on behalf of the Company, as such Authorized Officer may, in his or her sole discretion, deem necessary, advisable, or desirable to carry out fully the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated hereby and by the MSA and the Transaction Documents;
the execution and delivery by any Authorized Officer of any such document or instrument, or the taking of any such action, being conclusive evidence of such Authorized Officer's determination that such document, instrument, or action is necessary, advisable, or appropriate for the purposes set forth herein.
Resolution 3 — Ratification
RESOLVED, that any and all actions heretofore taken by the officers, directors, managers, employees, attorneys, agents, and representatives of the Company in connection with the identification, evaluation, negotiation, preparation, drafting, revision, and finalization of the MSA and the Transaction Documents, including, without limitation, the engagement of Calderwood & Harkness LLP as outside counsel to the Company and the engagement of Sentinel Escrow Services, Inc. as escrow agent, and any communications with Meridian, its affiliates, and its advisors in connection therewith, are hereby ratified, confirmed, approved, and adopted in all respects as the authorized acts and deeds of the Company.
EFFECTIVENESS AND GENERAL PROVISIONS
Effectiveness.  This Consent shall be effective as of the date set forth on the signature page below (the "Effective Date"). This Consent is being executed and delivered in accordance with the provisions of the Governing Documents and the Investors' Rights Agreement, and constitutes the valid and binding consent of PRCP to the matters set forth herein. This Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Consent by electronic transmission (including by portable document format (PDF), facsimile, or any other electronic means intended to preserve the original graphic appearance of a document) shall be equally effective as delivery of a manually executed original counterpart.
No Other Actions Approved
Except as expressly set forth in the resolutions adopted herein, this Consent does not constitute the approval of, or consent to, any other action, transaction, agreement, commitment, or undertaking of the Company, and PRCP expressly reserves all of its rights, powers, and privileges under the Governing Documents, the Investors' Rights Agreement, and applicable law with respect to any future matters requiring PRCP's consent or approval.
Governing Law.  This Consent shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (including the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, as applicable), without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction.
Preservation of Consent Rights
Nothing in this Consent shall be deemed to constitute a waiver of, or an amendment to, any of PRCP's consent or approval rights under the Governing Documents or the Investors' Rights Agreement, and all such rights shall continue in full force and effect following the Effective Date.
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of the date set forth below.
PINNACLE RIDGE CAPITAL PARTNERS, LP
By: ________
Name: Elise Drummond
Title: Managing Partner
Date: ________
ACKNOWLEDGMENT
The undersigned hereby acknowledges receipt of the foregoing Written Consent and confirms that the Company has received the prior written consent of PRCP to the transactions described herein, in accordance with the requirements of the Governing Documents and the Investors' Rights Agreement.
ACKNOWLEDGED AND AGREED:
SKYBRIDGE FINTECH LTD.
By: ________
Name: Priya Chandrasekaran
Title: Chief Executive Officer
Date: ________
The following notes are for internal drafting and distribution purposes only and do not form part of the executed Consent.
DRAFTING AND DISTRIBUTION NOTES
Field | Detail
Drafted by | Amy Chesterton, Associate, Calderwood & Harkness LLP
C&H Matter No. | 1009-00007
Submitted for review to | Simone Alcott, Partner, Alcott & Grenier LLP (counsel to Pinnacle Ridge Capital Partners, LP)
For execution by | Elise Drummond, Managing Partner, Pinnacle Ridge Capital Partners, LP
Copies of executed Consent to be delivered to | (1) David Shimura, General Counsel, Skybridge Fintech Ltd.; (2) Angela Fontaine, Responsible Partner, Calderwood & Harkness LLP; (3) C&H closing file (Matter No. 1009-00007)
Version | Draft — Subject to review by Alcott & Grenier LLP