ORDER FORM
(Execution Version)
Order Form No. 1 under the Master Software-as-a-Service Agreement
This Order Form No. 1 (this "Order Form") is attached to and incorporated by reference into that certain Master Software-as-a-Service Agreement (the "MSA") dated as of the date set forth on the signature page hereto, by and between:
Licensor: Skybridge Fintech Ltd., a Delaware limited company, with its principal offices at 1400 Concord Pike, Suite 320, Wilmington, DE 19803 ("Skybridge" or "Licensor"); and
Licensee: Meridian National Bank, National Association, a national banking association chartered under federal law, with its principal offices at 600 Lexington Avenue, 40th Floor, New York, NY 10022 ("Meridian" or "Licensee").
Skybridge and Meridian are each referred to herein individually as a "Party" and collectively as the "Parties."
Capitalized terms used but not defined in this Order Form shall have the meanings set forth in the MSA. This Order Form sets forth the specific commercial terms, including the licensed platform, user entitlements, term, fees, payment schedule, and implementation milestones applicable to Meridian's subscription to the SkyComply™ platform, all as more particularly described below.
Section 1: Licensed Platform
1.1 Platform. The software platform licensed under this Order Form is SkyComply™ — Skybridge's proprietary, AI-driven anti-money-laundering ("AML") and transaction-monitoring platform (the "Platform"). The Platform provides, among other things, real-time transaction surveillance, suspicious activity detection and scoring, case management, regulatory reporting workflows, and analytics dashboards, all as more fully described in the Documentation.
1.2 Documentation. Skybridge shall make available to Meridian the then-current Documentation for the Platform as described in the MSA. Documentation shall be accessible through Skybridge's online documentation portal and shall include user guides, administrator guides, API reference materials, release notes, and such other technical and operational documentation as Skybridge generally makes available to its customers.
1.3 Deployment Model. The Platform shall be delivered as a cloud-hosted software-as-a-service ("SaaS") offering. The Platform infrastructure shall be hosted on Orion Cloud Services, Inc. ("Orion Cloud") infrastructure in the US-East (Virginia) and US-West (Oregon) regions. Skybridge shall maintain the Platform's production environment in the US-East (Virginia) region as the primary environment and the US-West (Oregon) region as the disaster recovery and failover environment, in accordance with the architectural specifications set forth in the Security Exhibit (Exhibit B to the MSA).
1.4 Data Residency. All Meridian data — including, without limitation, customer data, transaction data, personally identifiable information, and any derived or aggregated data — shall be stored and processed exclusively within the continental United States. Skybridge shall not transfer, access, or cause to be accessed any Meridian data from any location outside of the continental United States without the prior written consent of Meridian. This data residency requirement shall apply to all production, staging, development, backup, and disaster recovery environments.
Section 2: Licensed Users
2.1 Initial Licensed Users. The initial number of licensed users under this Order Form shall be thirty-two thousand (32,000) named users (the "Initial Licensed Users").
2.2 Covered Divisions. The Initial Licensed Users shall encompass personnel across Meridian's retail banking, commercial banking, and wealth management divisions, including both United States and international operations of such divisions, to the extent such personnel require access to the Platform in connection with their job functions relating to AML compliance, transaction monitoring, and related regulatory activities.
2.3 User Type. All licenses granted under this Order Form are named user licenses. Each individual user shall be assigned a unique credential (consisting of, at a minimum, a unique user identifier and authentication mechanism conforming to Meridian's identity management standards). Named user licenses are non-transferable between individuals, except that Meridian may reassign a named user license from a departing or reassigned employee to a replacement employee, provided that no more than one individual uses a given named user license at any time.
2.4 Incremental Users. Additional named users beyond the Initial Licensed Users may be added by Meridian during the Term at a rate of $275.00 per user per year, without application of any volume discount. The fee for each incremental user shall be prorated for the remaining portion of the applicable Contract Year, calculated from the date of activation of such user's credential through the end of the then-current Contract Year. To add incremental users, Meridian shall submit a written request (which may be in electronic form) to Skybridge specifying the number of additional users and the requested activation date. Skybridge shall provision such incremental user credentials within five (5) business days of receipt of such request. For the avoidance of doubt, the incremental user rate shall not be subject to the Annual Escalator set forth in Section 4.4 of this Order Form.
2.5 Quarterly True-Up. Meridian shall conduct a quarterly true-up of actual user counts (the "Quarterly True-Up"). Within fifteen (15) calendar days following the end of each calendar quarter during the Term, Meridian shall provide Skybridge with a written report setting forth the total number of named users with active credentials on the Platform as of the last day of such calendar quarter. Skybridge shall invoice Meridian for any incremental users (i.e., active users in excess of 32,000) on a quarterly basis in accordance with the incremental user rate and the payment terms set forth herein. In the event that the number of active users decreases below the Initial Licensed User count, no credit or refund shall be due to Meridian; the minimum fee commitment shall be based on the 32,000 Initial Licensed Users.
Section 3: Term
3.1 Implementation Period
The implementation period (the "Implementation Period") shall commence on September 15, 2025 (the "Implementation Start Date") and shall conclude on February 28, 2026, a duration of approximately five and one-half (5.5) months. During the Implementation Period, the Parties shall collaborate in good faith to complete the activities necessary to bring the Platform to operational readiness, including, without limitation: (a) Platform configuration and customization in accordance with Meridian's requirements as documented in the jointly agreed-upon implementation plan; (b) data migration from Meridian's existing AML and transaction-monitoring systems; (c) integration of the Platform with Meridian's core banking systems, data warehouses, and other relevant enterprise systems; (d) user acceptance testing ("UAT"); and (e) end-user training and administrator training. The specific milestones and target dates for the Implementation Period are set forth in Schedule A to this Order Form.
3.2 Initial Term
The initial subscription term (the "Initial Term") shall commence on the date on which the Platform achieves "Go-Live" status in accordance with the criteria set forth in Schedule A (the "Platform Go-Live Date"), with a targeted Platform Go-Live Date of March 1, 2026. The Initial Term shall expire on the date that is five (5) years from the Platform Go-Live Date (the targeted expiration date being February 28, 2031). Each twelve (12)-month period during the Initial Term, commencing on the Platform Go-Live Date (or the anniversary thereof), shall constitute a "Contract Year." For the avoidance of doubt, Contract Year 1 shall run from the Platform Go-Live Date through the first anniversary of the Platform Go-Live Date, and each subsequent Contract Year shall run from the applicable anniversary through the next anniversary.
3.3 Renewal Terms
Unless either Party provides written notice of non-renewal in accordance with this Section 3.3, this Order Form shall automatically renew for two (2) successive one (1)-year renewal terms (each, a "Renewal Term," and together with the Initial Term, the "Term"). Either Party may elect not to renew this Order Form by providing the other Party with at least one hundred eighty (180) days' prior written notice before the expiration of the then-current term (whether the Initial Term or a Renewal Term, as applicable). Fees for any Renewal Term shall be subject to the Annual Escalator set forth in Section 4.4, applied to the fees in effect for the immediately preceding Contract Year.
3.4 Termination for Convenience
Meridian shall have the right to terminate this Order Form for convenience at any time after the second (2nd) anniversary of the Platform Go-Live Date, subject to the following conditions:
(a) Notice Requirement. Meridian must provide Skybridge with not less than twelve (12) months' prior written notice of its election to terminate for convenience, specifying the effective date of termination (the "Convenience Termination Date").
(b) Early Termination Fee. Upon any termination for convenience pursuant to this Section 3.4 during the Initial Term, Meridian shall pay to Skybridge an early termination fee (the "Early Termination Fee" or "ETF") equal to fifty percent (50%) of the remaining Annual Contract Value for the balance of the then-current Initial Term. For purposes of this Section, the "Annual Contract Value" shall mean the post-discount adjusted annual fee for the applicable Contract Year as set forth in Section 4.3.
(c) Illustrative Example. By way of illustration only and not limitation: if Meridian elects to terminate this Order Form for convenience effective as of the end of Contract Year 3 (with two (2) full Contract Years remaining in the Initial Term), the Early Termination Fee would be calculated as follows: ETF = 50% × ($9,325,000 × 2 remaining years) = $9,325,000.
(d) Payment of ETF. The Early Termination Fee shall be due and payable within thirty (30) days following the Convenience Termination Date. Payment of the Early Termination Fee shall not relieve Meridian of any other obligations accrued prior to the Convenience Termination Date.
For the avoidance of doubt, termination for convenience by Meridian during a Renewal Term shall not give rise to an Early Termination Fee, provided that Meridian complies with the twelve (12)-month prior written notice requirement.
Section 4: Fees and Payment Terms
4.1 Fee Summary
The following table sets forth the undiscounted fee components for each Contract Year:
Gross Undiscounted Total Contract Value: $53,600,000, calculated as Year 1 ($13,600,000) plus Years 2 through 5 ($10,000,000 × 4 = $40,000,000).
4.2 Volume discount
In consideration of Meridian's commitment to the full five (5)-year Initial Term and the total contract value represented thereby, Skybridge shall apply a volume discount to the fees set forth in Section 4.1 as follows:
(a) discount Rate: 6.72%, calculated as ($53,600,000 − $50,000,000) ÷ $53,600,000 = 6.72% (rounded to the nearest one-hundredth of a percent).
(b) Application: The discount shall be applied proportionally across all fee components (Platform Subscription Fee, Implementation & Onboarding Services, and Support & Managed Services) for each Contract Year, resulting in the adjusted annual fees set forth in Section 4.3 below.
4.3 Adjusted Annual Fees (Post-discount)
After application of the volume discount described in Section 4.2, the adjusted annual fees payable by Meridian during the Initial Term are as follows:
Reconciliation: Contract Year 1 ($12,700,000) + Contract Years 2 through 5 ($9,325,000 × 4 = $37,300,000) = $50,000,000.
The fee payment schedule, including quarterly payment amounts and approximate invoice dates, is set forth in Schedule B to this Order Form.
4.4 Annual Escalator
(a) Commencement. Beginning in Contract Year 3 and continuing for each subsequent Contract Year during the Term (including any Renewal Terms), the Platform Subscription Fee and Support & Managed Services fee shall be subject to an annual escalation.
(b) Rate. The escalation rate shall be 3.0% per annum, based on the Consumer Price Index for All Urban Consumers (CPI-U), as published by the U.S. Bureau of Labor Statistics for the twelve (12)-month period ending sixty (60) days prior to the start of the applicable Contract Year.
(c) Cap. Notwithstanding the foregoing, in no event shall the annual escalation exceed 3.5% for any Contract Year.
(d) Base for Escalation. The base amount to which the escalation shall be applied is the Platform Subscription Fee and Support & Managed Services fee for the immediately preceding Contract Year (as adjusted by any prior escalation).
(e) Exclusions. The Annual Escalator shall not apply to: (i) the Implementation & Onboarding Services fee, which is a one-time Contract Year 1 charge; or (ii) the incremental user rate set forth in Section 2.4 of this Order Form.
(f) Notification. Skybridge shall notify Meridian in writing of the applicable escalation rate and the resulting adjusted fees for each Contract Year no later than sixty (60) days prior to the commencement of such Contract Year.
4.5 Payment Terms
(a) Billing Frequency. All fees under this Order Form shall be invoiced quarterly in advance, in accordance with the payment schedule set forth in Schedule B.
(b) Payment Due. All invoiced amounts shall be due and payable within thirty (30) days from the date of Skybridge's invoice ("Net 30"). Skybridge shall deliver invoices electronically to Meridian's designated accounts payable contact.
(c) Currency. All fees, invoices, and payments under this Order Form shall be denominated and payable in United States Dollars (USD).
(d) Late Payment Interest. Any undisputed amounts not paid when due shall accrue late payment interest at the rate set forth in the MSA, calculated from the date such payment was due through the date of actual payment.
(e) Disputed Invoices. In the event Meridian disputes any portion of an invoice in good faith, Meridian shall pay the undisputed portion when due and shall provide Skybridge with written notice of the disputed amount and the basis for such dispute within the Net 30 payment period. The Parties shall use commercially reasonable efforts to resolve any invoice dispute within thirty (30) days of Skybridge's receipt of such notice.
4.6 Taxes. All fees set forth in this Order Form are exclusive of applicable taxes. Meridian shall be responsible for all sales, use, value-added, goods and services, and similar taxes arising from or related to the transactions contemplated by this Order Form, excluding, however, any taxes based on Skybridge's net income, capital, or franchise taxes. Tax obligations shall be governed by the applicable provisions of the MSA.
Section 5: Service Levels
The service levels applicable to the SkyComply™ Platform, including without limitation platform availability (uptime) targets, service level credits, incident severity classifications, incident response and resolution times, scheduled maintenance windows, and reporting obligations, are set forth in the SLA Exhibit (Exhibit A to the MSA), which is incorporated herein by reference as if set forth in full. In the event that Skybridge fails to meet the service level commitments set forth in Exhibit A, Meridian shall be entitled to the service level credits and other remedies specified therein, subject to the terms and conditions of the MSA.
Section 6: Exhibits Incorporated by Reference
This Order Form is subject to, and incorporates by reference, the following Exhibits to the MSA, each of which shall apply to the Platform and the services provided hereunder:
(a) Exhibit A — Service Level Agreement (SLA Exhibit), setting forth uptime commitments, SLA credits, incident response and resolution targets, and related service level obligations;
(b) Exhibit B — Security Exhibit, setting forth Skybridge's information security obligations, including infrastructure security controls, encryption standards, access management, vulnerability management, penetration testing, and audit rights;
(c) Exhibit C — Data Processing Addendum (DPA), setting forth the terms governing Skybridge's processing of Meridian personal data, including data subject rights, subprocessor management, cross-border transfer restrictions, and breach notification obligations; and
(d) Exhibit D — Acceptable Use Policy, setting forth the permitted and prohibited uses of the Platform by Meridian's users.
In the event of any conflict between the terms of any Exhibit and this Order Form, the order of precedence set forth in Section 11 of this Order Form shall apply.
Section 7: Source Code Escrow
The Parties acknowledge that they have entered into a separate Source Code Escrow Agreement (Escrow Agreement No. SCE-2025-04417) with Sentinel Escrow Services, Inc. as the escrow agent (the "Escrow Agent"), pursuant to which Skybridge has deposited, or shall deposit within thirty (30) days of execution of this Order Form, the source code, build scripts, database schemas, and related technical documentation for the SkyComply™ Platform (collectively, the "Escrow Materials") with the Escrow Agent. The terms and conditions of the Source Code Escrow Agreement, including the release conditions, verification procedures, and update obligations, are incorporated herein by reference as described in the MSA. Skybridge shall update the Escrow Materials with the Escrow Agent no less frequently than upon each major release of the Platform.
Section 8: Insurance
8.1 Skybridge shall procure and maintain, at its sole cost and expense, insurance coverage in accordance with the applicable provisions of the MSA throughout the Term, including, without limitation, Technology Errors & Omissions / Cyber Liability insurance coverage with limits of not less than $25,000,000 per occurrence and $50,000,000 in the aggregate. Such coverage is currently maintained under Coastal Assurance Corporation Policy No. CA-TECH-2025-07831 (or a replacement policy providing substantially equivalent or greater coverage).
8.2 Skybridge shall deliver to Meridian a certificate of insurance evidencing the required coverage within ten (10) business days of execution of this Order Form and annually thereafter (and promptly upon any renewal, replacement, or material modification of such coverage). Such certificate shall name Meridian National Bank, National Association as an additional insured to the extent required by the MSA. Skybridge shall provide Meridian with at least thirty (30) days' prior written notice of any cancellation or material reduction in the coverage required hereunder.
Section 9: Pinnacle Ridge Consent
Skybridge represents and warrants to Meridian that it has obtained all requisite internal corporate approvals for the execution, delivery, and performance of this Order Form and the MSA, including, without limitation, the written consent of Pinnacle Ridge Capital Partners, LP, Skybridge's majority equity holder, as required under Skybridge's organizational documents and governing agreements for contracts with a total value exceeding Twenty-Five Million Dollars ($25,000,000). Upon Meridian's written request, Skybridge shall provide Meridian with reasonable evidence of such consent (which may be provided in redacted form to the extent necessary to protect confidential information of Skybridge or Pinnacle Ridge Capital Partners, LP that is not relevant to the authorization of this transaction).
Section 10: Governing Law
This Order Form shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles or any choice-of-law rules that would cause the application of the laws of any other jurisdiction. The governing law provision of this Order Form is consistent with and supplementary to the governing law provision of the MSA, and all disputes arising out of or relating to this Order Form shall be resolved in accordance with the dispute resolution provisions set forth in the MSA.
Section 11: Order of Precedence
In the event of any conflict or inconsistency between the terms of this Order Form and the terms of the MSA (including its Exhibits), the MSA shall control and take precedence; provided, however, that with respect to the specific commercial terms set forth in this Order Form — including, without limitation, fees, fee schedules, volume discounts, the Annual Escalator, user counts, and the term (including the Implementation Period, Initial Term, Renewal Terms, and termination for convenience provisions) — the terms of this Order Form shall govern and control over any conflicting or inconsistent terms in the MSA.
Section 12: Entire Agreement
This Order Form, together with the MSA and the Exhibits and Schedules referenced herein and therein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, proposals, representations, understandings, or agreements, whether written or oral, relating to such subject matter. No amendment, modification, or waiver of any provision of this Order Form shall be effective unless set forth in a writing signed by both Parties. For the avoidance of doubt, this Section 12 is supplementary to, and not in derogation of, the integration clause set forth in the MSA.
Section 13: Counterparts
This Order Form may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Order Form by electronic transmission (including by .pdf, .tif, or any electronic signature compliant with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) or the Uniform Electronic Transactions Act (UETA)) shall be effective as delivery of a manually executed counterpart. Electronic signatures shall be deemed original signatures for all purposes under this Order Form and applicable law.
[Signature Page Follows]
SIGNATURE PAGE TO ORDER FORM NO. 1
IN WITNESS WHEREOF, the Parties have executed this Order Form as of the date(s) set forth below, intending it to be legally binding.
SKYBRIDGE FINTECH LTD.
By: ________
Name: Priya Chandrasekaran
Title: Chief Executive Officer
Date: ________
MERIDIAN NATIONAL BANK, NATIONAL ASSOCIATION
By: ________
Name: Gerald Brannigan
Title: Chief Information Officer
Date: ________
SCHEDULE A TO ORDER FORM NO. 1
IMPLEMENTATION MILESTONES
The following table sets forth the key implementation milestones, target dates, and descriptions of activities for the Implementation Period. The Parties acknowledge that the target dates set forth below are good-faith estimates and may be adjusted by mutual written agreement of the project leads identified below, subject to the change management procedures set forth in the MSA.
Project Leads:
Skybridge Project Lead: Tara Bellingham, Vice President, Enterprise Sales
Email: t.bellingham@skybridgefintech.com
Meridian Project Lead: Luis Arriaga, Senior Vice President, Procurement & Vendor Management
Email: luis.arriaga@meridianbank.com
Governance: The Parties shall convene Quarterly Steering Committee meetings throughout the Implementation Period and the Term, as set forth in the MSA. The Steering Committee shall be composed of senior representatives from each Party and shall provide executive oversight, resolve escalated issues, review progress against milestones, and approve any material changes to the implementation plan or project scope.
SCHEDULE B TO ORDER FORM NO. 1
FEE PAYMENT SCHEDULE
The following table sets forth the fee payment schedule for the Initial Term, including approximate invoice dates and amounts for each quarterly payment period. All amounts are in United States Dollars (USD).
Summary:
Total Contract Year 1: $12,700,000 Total Contract Years 2–5: $9,325,000 per year × 4 years = $37,300,000 Grand Total (Total Contract Value): $50,000,000
Payment Terms:
(a) All payments are due quarterly in advance, with payment due Net 30 days from the date of Skybridge's invoice.
(b) The first quarterly payment (Year 1 — Q1) shall be invoiced upon execution of this Order Form and the MSA.
(c) Fees for incremental users (i.e., named users in excess of the 32,000 Initial Licensed Users) shall be invoiced separately from the amounts set forth in the table above, at the rate of $275.00 per user per year, prorated for the applicable period and billed quarterly following each Quarterly True-Up.
(d) All payments shall be made by wire transfer to the account designated by Skybridge in writing, or by such other payment method as the Parties may agree upon in writing.
[End of Order Form No. 1 and Schedules]
| Fee Component | Contract Year 1 | Contract Years 2–5 (per year) | Notes |
| Platform Subscription Fee (pre-discount) | $8,200,000 | $8,200,000 | 32,000 users × $256.25/user/yr |
| Implementation & Onboarding Services | $3,600,000 | N/A | One-time; Year 1 only |
| Support & Managed Services | $1,800,000 | $1,800,000 | Annual; Years 1–5 |
| Subtotal (pre-discount) | $13,600,000 | $10,000,000 | — |
| Period | Annual Fee (Post-discount) | ||
| Contract Year 1 | $12,700,000 | ||
| Contract Year 2 | $9,325,000 | ||
| Contract Year 3 | $9,325,000 | ||
| Contract Year 4 | $9,325,000 | ||
| Contract Year 5 | $9,325,000 | ||
| Total Contract Value (TCV) | $50,000,000 | ||
| Milestone | Target Date | Description | |
| Project Kickoff | September 15, 2025 | Joint kickoff meeting with participation of both Parties' project teams; finalization of the implementation plan, governance structure, and communication protocols; establishment of shared project management tools and repositories. | |
| Environment Provisioning | October 1, 2025 | Provisioning of Meridian's dedicated SkyComply™ environment on Orion Cloud infrastructure, including the US-East (Virginia) production environment and US-West (Oregon) disaster recovery environment; network connectivity and firewall configuration; identity and access management integration. | |
| Data Migration — Phase 1 | November 15, 2025 | Migration of historical transaction data from Meridian's retail banking division, including extraction, transformation, loading (ETL), data validation, and reconciliation of migrated records against source systems. | |
| Data Migration — Phase 2 | December 15, 2025 | Migration of historical transaction data from Meridian's commercial banking and wealth management divisions, following the same ETL, validation, and reconciliation procedures applied in Phase 1. | |
| Integration Testing | January 15, 2026 | Completion of integration with Meridian's core banking systems (including, without limitation, the core transaction processing platform, customer information file, and data warehouse); end-to-end testing of data flows, alert generation, case management workflows, and regulatory reporting outputs. | |
| User Acceptance Testing (UAT) | February 15, 2026 | Execution of the UAT plan jointly developed by the Parties; UAT sign-off by Meridian's designated UAT lead(s), confirming that the Platform meets the acceptance criteria defined in the implementation plan. | |
| Go-Live | March 1, 2026 | Platform Go-Live Date; commencement of the Initial Term; cutover from Meridian's legacy AML and transaction-monitoring systems to SkyComply™ for production use. | |
| Payment Period | Invoice Date (approx.) | Amount | Description |
| Year 1 — Q1 | Upon Execution | $3,175,000 | 25% of Year 1 adjusted annual fees |
| Year 1 — Q2 | 3 months after Go-Live | $3,175,000 | 25% of Year 1 adjusted annual fees |
| Year 1 — Q3 | 6 months after Go-Live | $3,175,000 | 25% of Year 1 adjusted annual fees |
| Year 1 — Q4 | 9 months after Go-Live | $3,175,000 | 25% of Year 1 adjusted annual fees |
Years 2–5 — Each Quarter