1009-00007 · Skybridge Fintech Ltd · Transaction Documents/Order Form

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DRAFT — FOR DISCUSSION PURPOSES ONLY

ORDER FORM NO. 1

Entered into under and subject to that certain Master Software-as-a-Service Agreement (the "Agreement" or "MSA")

This Order Form No. 1 (this "Order Form") is entered into under and subject to that certain Master Software-as-a-Service Agreement (the "Agreement" or "MSA") by and between:

Licensor: Skybridge Fintech Ltd., a Delaware limited company, with its principal office 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 office at 600 Lexington Avenue, 40th Floor, New York, NY 10022 ("Meridian" or "Licensee").

Each of Skybridge and Meridian is referred to herein individually as a "Party" and collectively as the "Parties."

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1. PLATFORM AND SERVICES DESCRIPTION

1.1 Licensed Platform

Skybridge hereby grants Meridian, during the Term (as defined in Section 2 below), a non-exclusive, non-transferable, non-sublicensable right to access and use the SkyComply™ platform — Skybridge's proprietary artificial-intelligence-driven anti-money-laundering ("AML") and transaction-monitoring software-as-a-service platform (the "Platform"). The Platform is provided as more fully described in the Documentation (as defined in the MSA) and subject in all respects to the terms and conditions of the MSA. All functionality, features, modules, and upgrades made generally available by Skybridge to its similarly situated customers during the Term shall be included within the scope of the Platform subscription granted hereunder, unless otherwise specified in the MSA.

1.2 Scope of Deployment

The Platform shall be deployed across the following Meridian business divisions and operations:

(a) Retail Banking Division — including all domestic branch and digital banking operations;

(b) Commercial Banking Division — including all commercial lending, treasury management, and trade finance operations; and

Deployment shall encompass coverage of Meridian's United States and international operations as described in the MSA. For the avoidance of doubt, international operations of Meridian subject to coverage under this Order Form are limited to those international branches, representative offices, and subsidiaries identified in the MSA and any applicable supplements thereto.

1.3 Services. Three categories of services are included under this Order Form (collectively, the "Services"):

(a) Platform Subscription Services. Ongoing access to the SkyComply™ Platform, including all generally available features, modules, updates, and upgrades released by Skybridge during the Term, as more fully described in the MSA.

(b) Implementation and Onboarding Services. One-time implementation, integration, configuration, data migration, training, and onboarding services to be performed during Year 1 of this Order Form, as more fully described in Section 5.2 and Appendix B hereto (the "Implementation Services").

(c) Support and Managed Services. Ongoing technical support, platform monitoring, system administration assistance, periodic health checks, and managed services to be provided during Years 1 through 5 of this Order Form, as more fully described in Section 5.7 and the MSA (the "Support and Managed Services").

The specific service levels applicable to the Platform Subscription Services and the Support and Managed Services are set forth in Exhibit A (Service Level Agreement) attached to the MSA and incorporated herein by reference.

2. TERM

2.1 Initial Term

The initial term of this Order Form (the "Initial Term") shall be five (5) years, commencing on the Platform Go-Live Date (as defined in Section 2.3 below) and expiring on the fifth anniversary thereof, unless earlier terminated in accordance with the MSA or this Order Form. The targeted commencement date for the Initial Term is March 1, 2026, and the expected expiration date is February 28, 2031. The Parties acknowledge that the actual commencement and expiration dates of the Initial Term will be determined by the actual achievement of the Platform Go-Live Date in accordance with Section 2.3.

2.2 Implementation Period

The implementation and onboarding period (the "Implementation Period") shall commence on September 15, 2025 and shall target completion on or before February 28, 2026, for an approximate duration of five and one-half (5.5) months. The Implementation Period precedes the Initial Term, and the Parties acknowledge and agree that the Initial Term shall commence on the Platform Go-Live Date and not on the commencement date of the Implementation Period. The scope of activities to be performed during the Implementation Period is set forth in Section 5.2 and Appendix B hereto.

2.3 Platform Go-Live Date

The targeted date on which the Platform will be placed into full production use by Meridian (the "Platform Go-Live Date" or "Go-Live Date") is March 1, 2026. Achievement of the Platform Go-Live Date shall be subject to satisfaction of the Go-Live criteria set forth in the MSA, including, without limitation, completion of all implementation milestones, successful completion of user acceptance testing, and mutual written confirmation by the Parties that the Platform is ready for production deployment. In the event that the Go-Live Date is delayed beyond the targeted date, the Initial Term shall nonetheless commence on the actual Go-Live Date, and all references to "Year 1," "Year 2," and subsequent years of the Initial Term shall be adjusted accordingly.

2.4 Renewal Terms

Subject to Section [●] of the MSA, upon expiration of the Initial Term, this Order Form shall automatically renew for up to two (2) successive one-year renewal periods (each, a "Renewal Term"), unless either Party provides the other Party with written notice of non-renewal at least one hundred eighty (180) days prior to the expiration of the then-current Term. Each Renewal Term shall be subject to the same terms and conditions as the Initial Term, except that fees during any Renewal Term shall be subject to the Annual Escalator set forth in Section 5.6. The Initial Term and any Renewal Terms are collectively referred to herein as the "Term."

2.5 Termination for Convenience

Meridian may terminate this Order Form for convenience at any time after the second (2nd) anniversary of the Platform Go-Live Date (i.e., after the conclusion of Year 2 of the Initial Term) upon twelve (12) months' prior written notice to Skybridge, subject to Meridian's payment of the Early Termination Fee set forth in Section 5.5 below. For the avoidance of doubt, Meridian may not exercise its termination for convenience right during Year 1 or Year 2 of the Initial Term. Any termination for convenience by Meridian shall be without prejudice to any rights or obligations of either Party that have accrued prior to the effective date of such termination, including, without limitation, Meridian's obligation to pay all fees accrued through the effective date of termination and the applicable Early Termination Fee.

3. LICENSED USERS

3.1 Initial Licensed User Count

Subject to the terms and conditions of the MSA, Skybridge shall provision and Meridian shall be entitled to deploy the Platform for use by up to thirty-two thousand (32,000) named users (each, a "Licensed User" and collectively, the "Licensed Users") during the Term. The Licensed User count set forth in this Section 3.1 represents the maximum number of unique individuals authorized to access and use the Platform at any given time during the Term, absent the addition of Incremental Users pursuant to Section 3.3.

3.2 Named User Basis

All licenses granted under this Order Form are on a named-user basis. Each Licensed User must be a unique, identifiable individual who is authorized by Meridian to access and use the Platform. Licensed User credentials may not be shared among multiple individuals. Meridian shall maintain a current roster of all Licensed Users and shall make such roster available to Skybridge upon reasonable request. Meridian may reassign a Licensed User credential from one individual to another (e.g., upon an employee's departure or role change), provided that such reassignment does not result in more than 32,000 active Licensed Users at any time, and further provided that such reassignment is performed in accordance with the procedures set forth in the Documentation.

3.3 Incremental Users

Additional Licensed Users beyond the initial 32,000 may be added during the Term at the Incremental User Rate specified in Section 5.4 below (each, an "Incremental User"). The addition of Incremental Users shall be effectuated by means of a written amendment to this Order Form or a supplemental order form executed by both Parties, in each case specifying the number of additional Licensed Users, the applicable fees, and the effective date of such addition. Upon execution of such amendment or supplemental order form, the total Licensed User count under this Order Form shall be deemed increased by the number of Incremental Users so added. Skybridge shall provision the applicable Incremental User accounts within ten (10) business days following receipt of a fully executed amendment or supplemental order form.

4. FEES — SUMMARY TABLE

The following table sets forth a summary of the fees payable by Meridian under this Order Form during the Initial Term. All amounts are in United States Dollars (USD) and are subject to the terms and conditions set forth in Section 5 (Fee Details) and Section 6 (Payment Terms) below.

The fees set forth in the table above are subject to adjustment in accordance with the Annual Escalator provisions of Section 5.6, commencing in Year 3 of the Initial Term. Incremental User fees, if any, are not included in the table above and shall be invoiced separately in accordance with Section 5.4. Additional detail regarding the calculation and reconciliation of the fees summarized in this Section 4 is set forth in Appendix A (Fee Reconciliation Schedule) hereto.

5. FEE DETAILS

5.1 Platform Subscription Fee

The annual Platform Subscription Fee (pre-discount) shall be Eight Million Two Hundred Thousand Dollars ($8,200,000) per year during the Initial Term. The Platform Subscription Fee is calculated on the basis of thirty-two thousand (32,000) named Licensed Users at a per-user rate of Two Hundred Fifty-Six Dollars and Twenty-Five Cents ($256.25) per user per year (32,000 × $256.25 = $8,200,000). The Platform Subscription Fee is subject to the Volume discount set forth in Section 5.3 and the Annual Escalator set forth in Section 5.6. The post-discount Platform Subscription Fee for each year of the Initial Term is reflected in the summary table in Section 4 and the detailed reconciliation in Appendix A.

5.2 Implementation and Onboarding Fee

Meridian shall pay a one-time Implementation and Onboarding Fee of Three Million Six Hundred Thousand Dollars ($3,600,000) (the "Implementation Fee"), payable during Year 1 only in accordance with the payment schedule set forth in Section 6.2. The Implementation Fee covers all costs and expenses associated with the following activities to be performed by Skybridge during the Implementation Period (September 15, 2025 through February 28, 2026):

(a) system integration with Meridian's core banking systems, data warehouses, and ancillary platforms;

(b) configuration of the Platform to Meridian's operational requirements, including rule sets, risk models, and alert thresholds;

(d) user acceptance testing ("UAT") support and defect remediation;

(e) training for Licensed Users, including role-based training for compliance analysts, investigators, and management; and

(f) Go-Live readiness activities, including production cutover planning, parallel-run support, and final validation.

The Implementation Fee is subject to the Volume discount set forth in Section 5.3. The specific milestones and target dates for the Implementation Period are set forth in Appendix B (Implementation Milestone Schedule) hereto.

5.3 Volume discount

The Parties have agreed to a volume discount in consideration of Meridian's commitment to the five-year Initial Term and the aggregate scope of the engagement. The volume discount is calculated as follows:

(a) Gross Undiscounted Total Contract Value: $53,600,000, calculated as Year 1 fees of $13,600,000 plus Years 2 through 5 fees of $10,000,000 per year ($10,000,000 × 4 = $40,000,000), for a total of $53,600,000.

(b) Volume discount Percentage: 6.72%, calculated as ($53,600,000 − $50,000,000) ÷ $53,600,000 = $3,600,000 ÷ $53,600,000 = 6.72% (rounded to two decimal places).

The Volume discount is applied to the gross undiscounted Total Contract Value to arrive at the adjusted annual fees specified herein. The allocation of the Volume discount across the years of the Initial Term has been agreed by the Parties as follows:

(d) Post-discount Year 1 Fees: $12,700,000 (rounded per agreement of the Parties).

(e) Post-discount Years 2–5 Annual Fees: $9,325,000 per year, calculated as ($50,000,000 − $12,700,000) ÷ 4 = $37,300,000 ÷ 4 = $9,325,000.

(f) Post-discount Total Contract Value: $50,000,000, verified as $12,700,000 + ($9,325,000 × 4) = $12,700,000 + $37,300,000 = $50,000,000.

5.4 Incremental User Rate

The per-user annual fee for each Licensed User in excess of thirty-two thousand (32,000) (the "Incremental User Rate") shall be Two Hundred Seventy-Five Dollars ($275.00) per user per year. The Incremental User Rate is not subject to the Volume discount set forth in Section 5.3. Incremental User fees shall be invoiced quarterly in arrears based on the number of additional Licensed Users provisioned during such calendar quarter. For partial quarters, the Incremental User Rate shall be prorated on a daily basis based on the number of days in such quarter during which the applicable Incremental User was provisioned. The Incremental User Rate shall be subject to the Annual Escalator set forth in Section 5.6, commencing in Year 3 of the Initial Term.

5.5 Early Termination Fee

In the event that Meridian exercises its termination for convenience right under the MSA and Section 2.5 of this Order Form after Year 2 of 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 then-current Initial Term. For purposes of this Section 5.5, "Annual Contract Value" means the post-discount annual fee payable by Meridian for the applicable year, as set forth in Section 4 above (i.e., $9,325,000 per year for Years 2 through 5, subject to any applicable Annual Escalator adjustment).

By way of illustration, the following example is provided for informational purposes only:

Example: If Meridian provides notice of termination for convenience during Year 3 and such termination becomes effective at the end of Year 3 (with twelve months' notice), two (2) years of the Initial Term would remain (Year 4 and Year 5). The Early Termination Fee would be calculated as follows:

ETF = 50% × ($9,325,000 × 2 remaining years) = 50% × $18,650,000 = $9,325,000

The Early Termination Fee shall be payable by Meridian within thirty (30) days of the effective date of termination. The Parties acknowledge and agree that the Early Termination Fee represents a reasonable estimate of the damages that Skybridge would incur as a result of Meridian's early termination, and is not intended as a penalty.

5.6 Annual Escalator

Beginning in Year 3 of the Initial Term, the Platform Subscription Fee and the Support and Managed Services Fee (but not the Implementation and Onboarding Fee, which is a one-time fee payable in Year 1 only) shall be subject to an annual escalation (the "Annual Escalator") based on the Consumer Price Index for All Urban Consumers (CPI-U), as published by the Bureau of Labor Statistics of the United States Department of Labor, using the twelve-month percentage change for the most recently published annual period preceding the applicable anniversary of the Platform Go-Live Date. The Annual Escalator shall be applied subject to the following parameters:

(a) Floor: The Annual Escalator shall not be less than three percent (3.0%) per year. If the applicable CPI-U increase for the relevant period is less than 3.0%, the escalation rate applied shall be 3.0%.

(b) Cap: The Annual Escalator shall not exceed three and one-half percent (3.5%) per year. If the applicable CPI-U increase for the relevant period exceeds 3.5%, the escalation rate applied shall be capped at 3.5%.

(c) Application: The Annual Escalator shall apply to each subsequent year of the Initial Term following Year 2, and shall continue to apply during any Renewal Term. Each year's escalation shall be applied on a compounding basis to the prior year's adjusted fee.

For the avoidance of doubt, fees for Years 1 and 2 of the Initial Term are fixed at the amounts set forth in the fee summary table in Section 4 and are not subject to the Annual Escalator.

5.7 Support and Managed Services Fee

The annual Support and Managed Services Fee shall be One Million Eight Hundred Thousand Dollars ($1,800,000) per year (pre-discount) during each year of the Initial Term (Years 1 through 5). The Support and Managed Services Fee covers the following services to be provided by Skybridge during the Term:

(a) ongoing technical support, including access to Skybridge's dedicated support team during business hours and 24/7 critical-issue support as set forth in Exhibit A (Service Level Agreement);

(b) platform monitoring, including real-time system health monitoring, uptime monitoring, and proactive alerting;

(c) system administration assistance, including user provisioning support, configuration change management, and patch deployment coordination;

(d) periodic health checks, including quarterly platform performance reviews and annual optimization assessments; and

(e) managed services as described in the MSA, including regulatory rule-set updates, model tuning, and ongoing calibration of alert thresholds.

The Support and Managed Services Fee is subject to the Volume discount set forth in Section 5.3 and the Annual Escalator set forth in Section 5.6.

6. PAYMENT TERMS

6.1 Invoice and Payment Schedule

All fees payable under this Order Form shall be invoiced quarterly in advance, unless otherwise specified herein. Payment shall be due net thirty (30) days from the date of the applicable invoice. Skybridge shall issue invoices on or about the first business day of each calendar quarter during the Term (i.e., on or about January 1, April 1, July 1, and October 1 of each calendar year, adjusted to the next business day if such date falls on a weekend or federal holiday). Each quarterly invoice shall reflect one-quarter (1/4) of the applicable annual fee for the then-current year of the Term. Skybridge shall deliver all invoices electronically to the billing contact designated by Meridian in Section 9 below, or to such other address or email as Meridian may designate in writing from time to time.

6.2 Implementation Fee Payment Schedule

Notwithstanding Section 6.1, the Implementation and Onboarding Fee of Three Million Six Hundred Thousand Dollars ($3,600,000) shall be invoiced and payable in three (3) equal installments in accordance with the following milestone-based schedule:

Each installment shall be invoiced within five (5) business days following the occurrence of the applicable trigger event, and payment shall be due net thirty (30) days from the date of such invoice. In the event that a milestone is delayed, the corresponding installment shall not be invoiced until such milestone has been achieved, unless the delay is attributable to Meridian, in which case Skybridge may invoice the installment on the originally targeted date.

6.3 Currency. All amounts set forth in this Order Form are denominated in, and all payments shall be made in, United States Dollars (USD). Payments shall be made by electronic funds transfer (wire transfer or ACH) to the bank account designated by Skybridge in writing.

6.4 Late Payment

Any amounts not paid when due shall bear interest at the lesser of (a) one and one-half percent (1.5%) per month (18% per annum), compounded monthly, or (b) the maximum rate permitted by applicable law, from the date such amount was due until the date such amount is paid in full. Skybridge's right to charge late payment interest is without prejudice to any other rights or remedies available to Skybridge under the MSA or at law or in equity. Late payment interest provisions are further set forth in the MSA, and the terms of the MSA shall control in the event of any inconsistency with this Section 6.4.

6.5 Taxes. All fees set forth in this Order Form are exclusive of all applicable taxes. Meridian shall be responsible for all sales, use, value-added, goods and services, and similar taxes and governmental charges (collectively, "Taxes") imposed on or in connection with the fees payable under this Order Form, excluding any taxes based on Skybridge's net income, gross receipts, capital, or franchise taxes. If Skybridge is required by law to collect any Taxes from Meridian, such Taxes shall be added to the applicable invoice and paid by Meridian in accordance with the payment terms set forth herein. The allocation of tax responsibility between the Parties is further set forth in the MSA, and the terms of the MSA shall control in the event of any inconsistency with this Section 6.5.

6.6 Disputed Amounts

Meridian may withhold payment of any amount that Meridian disputes in good faith (a "Disputed Amount"), provided that Meridian satisfies all of the following conditions:

(a) Meridian delivers written notice to Skybridge within thirty (30) days of Meridian's receipt of the applicable invoice, identifying the Disputed Amount and providing a reasonably detailed description of the basis for the dispute;

(b) Meridian pays all undisputed portions of the applicable invoice in full in accordance with the payment terms set forth herein; and

The Parties shall use commercially reasonable efforts to resolve any billing dispute within sixty (60) days of Skybridge's receipt of Meridian's dispute notice. If the Parties are unable to resolve the dispute within such period, either Party may escalate the dispute in accordance with the dispute resolution provisions of the MSA. Undisputed amounts shall remain due and payable in accordance with the normal payment terms set forth in this Section 6, and Meridian's withholding of Disputed Amounts shall not constitute a breach of this Order Form or the MSA, provided that Meridian complies with the requirements of this Section 6.6.

7. DATA HOSTING AND RESIDENCY

7.1 Cloud Infrastructure Provider

The Platform shall be hosted by Orion Cloud Services, Inc. ("Orion Cloud") on its infrastructure-as-a-service (IaaS) platform. Orion Cloud is a subcontractor of Skybridge for purposes of the MSA, and Skybridge's engagement of Orion Cloud is subject to the subcontracting and third-party service provider provisions set forth in the MSA. Skybridge shall remain fully responsible for the performance of Orion Cloud in connection with the hosting of the Platform and the processing, storage, and security of Meridian data, as further set forth in the MSA and the Data Processing Addendum (Exhibit C).

7.2 Data Residency

All Meridian data, including but not limited to customer data, transaction data, personally identifiable information, and any other data provided by or on behalf of Meridian or generated through Meridian's use of the Platform (collectively, "Meridian Data"), shall be stored and processed exclusively within the continental United States. The designated Orion Cloud regions for data hosting are as follows:

(a) Primary Region: US-East (Northern Virginia); and

(b) Secondary / Disaster Recovery Region: US-West (Oregon).

Under no circumstances shall Meridian Data be transferred to, stored in, or processed from any data center or server located outside the continental United States, unless Meridian provides prior written consent to such transfer, storage, or processing. Skybridge shall implement and maintain commercially reasonable technical and organizational measures to ensure compliance with the data residency requirements set forth in this Section 7.2, and Skybridge shall promptly notify Meridian in the event of any actual or suspected breach of such requirements. Additional data processing terms are set forth in Exhibit C (Data Processing Addendum) attached to the MSA and incorporated herein by reference.

8. EXHIBITS AND ATTACHMENTS INCORPORATED BY REFERENCE

The following Exhibits and attachments are incorporated by reference into this Order Form as if fully set forth herein. Each such Exhibit and attachment is attached to and forms part of the MSA:

(a) Exhibit A — Service Level Agreement (the "SLA Exhibit"), setting forth the service level commitments, uptime guarantees, response time requirements, and service credits applicable to the Platform and the Support and Managed Services;

(b) Exhibit B — Security Exhibit (the "Security Exhibit"), setting forth the information security requirements, technical safeguards, administrative controls, and compliance standards applicable to Skybridge's hosting and operation of the Platform;

(c) Exhibit C — Data Processing Addendum (the "DPA"), setting forth the terms governing the processing of personal data by Skybridge on behalf of Meridian, including data protection obligations, subprocessor management, data subject rights, and cross-border data transfer restrictions;

(d) Exhibit D — Acceptable Use Policy (the "AUP"), setting forth the policies governing Meridian's and its Licensed Users' use of the Platform, including prohibited activities and usage restrictions; and

(e) Source Code Escrow Agreement — Escrow Agreement No. SCE-2025-04417, entered into between Skybridge and Sentinel Escrow Services, Inc. ("Sentinel Escrow"), as escrow agent, for the benefit of Meridian, governing the deposit, maintenance, and release of the Platform source code under the conditions specified therein and in the MSA.

In the event of any conflict between the terms of any Exhibit or attachment and the terms of this Order Form, the order of precedence set forth in Section 11.2 shall apply.

9. KEY CONTACTS

The following individuals shall serve as the primary contacts for each Party with respect to the matters identified below. Either Party may update its designated contacts by written notice to the other Party in accordance with Section 10.

Meridian shall designate its Technical Lead, Security Contact, and Financial / Billing Contact no later than fifteen (15) business days following the Order Form Effective Date by written notice to Skybridge.

10. NOTICES

All notices, requests, demands, consents, and other communications required or permitted under this Order Form shall be delivered in accordance with the notice provisions of the MSA. For the avoidance of doubt, the notice addresses of the Parties for purposes of this Order Form are as follows:

If to Skybridge:

Skybridge Fintech Ltd. 1400 Concord Pike, Suite 320 Wilmington, DE 19803

Attention: General Counsel

If to Meridian:

Meridian National Bank, National Association 600 Lexington Avenue, 40th Floor New York, NY 10022

Attention: SVP, Procurement & Vendor Management

With a copy (which shall not constitute notice) to:

Meridian National Bank, National Association 600 Lexington Avenue, 40th Floor New York, NY 10022

Attention: Associate General Counsel (Technology)

Either Party may change its notice address by providing written notice to the other Party in accordance with the notice provisions of the MSA.

11. GOVERNING TERMS

11.1 Incorporation of MSA

This Order Form is entered into pursuant to, and is subject to, the terms and conditions of the MSA. The MSA and all Exhibits and schedules thereto are incorporated herein by this reference. Capitalized terms used but not otherwise defined in this Order Form shall have the meanings ascribed to such terms in the MSA. This Order Form, together with the MSA and all Exhibits, schedules, appendices, and attachments referenced herein or therein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, with respect to such subject matter.

11.2 Order of Precedence

In the event of a conflict or inconsistency between the terms and conditions of this Order Form and the terms and conditions of the MSA, the MSA shall control and take precedence, except with respect to the specific commercial terms set forth in this Order Form — including, without limitation, fees, fee calculations, pricing, quantities, Licensed User counts, and the Term (including the Initial Term, Renewal Terms, and Implementation Period) — which specific commercial terms shall take precedence over any conflicting provisions of the MSA. As between the Exhibits attached to the MSA, the order of precedence set forth in the MSA shall apply.

11.3 Governing Law

This Order Form shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction, as further set forth in the MSA. The Parties consent to the exclusive jurisdiction and venue of the courts specified in the MSA for any disputes arising under or in connection with this Order Form.

12. EXECUTION

Each Party represents and warrants that the individual executing this Order Form on its behalf has been duly authorized to do so. This Order Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and signatures transmitted by PDF or other electronic means shall be deemed original signatures for all purposes.

IN WITNESS WHEREOF, the Parties have caused this Order Form to be executed by their duly authorized representatives as of the Order Form Effective Date first written above.

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: ________

APPENDIX A

FEE RECONCILIATION SCHEDULE

The following schedule sets forth a detailed reconciliation of the fees payable under this Order Form during the Initial Term, including the pre-discount component breakdown for each year, the application of the Volume discount, and the resulting post-discount annual fees and Total Contract Value.

A.1 Pre-discount Component Breakdown by Year

A.2 Volume discount Calculation

A.3 Post-discount Fee Allocation

A.4 Verification.

Post-discount Year 1: $12,700,000 Post-discount Years 2–5: $9,325,000 × 4 = $37,300,000 Total: $12,700,000 + $37,300,000 = $50,000,000

A.5 Per-User Unit Economics

APPENDIX B

IMPLEMENTATION MILESTONE SCHEDULE

The following schedule sets forth the key milestones, target dates, and descriptions for the Implementation Period. Achievement of each milestone shall be confirmed in writing by both Parties. Milestone dates are targets and are subject to adjustment in accordance with the change management and project governance procedures set forth in the MSA.

DRAFT — CONFIDENTIAL — SUBJECT TO FINAL NEGOTIATION

Prepared by Calderwood & Harkness LLP (Matter No. 1009-00007) on behalf of Skybridge Fintech Ltd.

Order Form Effective Date:	[●], 2025
MSA Effective Date:	[●], 2025
Order Form Reference Number:	OF-SBF-MNB-001
Fee Component	Year 1	Year 2	Year 3	Year 4	Year 5	Total
Platform Subscription Fee (pre-discount)	$8,200,000	$8,200,000	$8,200,000	$8,200,000	$8,200,000	$41,000,000
Implementation & Onboarding Fee	$3,600,000	—	—	—	—	$3,600,000
Support & Managed Services Fee	$1,800,000	$1,800,000	$1,800,000	$1,800,000	$1,800,000	$9,000,000
Subtotal (pre-discount)	$13,600,000	$10,000,000	$10,000,000	$10,000,000	$10,000,000	$53,600,000
Volume discount (6.72%)	—	—	—	—	—	($3,600,000)
Year 1 Fees (post-discount, rounded)	$12,700,000	—	—	—	—	—
Years 2–5 Annual Fees (post-discount)	—	$9,325,000	$9,325,000	$9,325,000	$9,325,000	—
Total Contract Value (post-discount)	—	—	—	—	—	$50,000,000
Installment	Amount	Trigger Event	Target Date
Installment 1	$1,200,000	Commencement of the Implementation Period	September 15, 2025
Installment 2	$1,200,000	Completion of the Midpoint Milestone (as defined in Appendix B)	Approximately December 2025
Installment 3	$1,200,000	Achievement of Go-Live Readiness (as defined in Appendix B)	February 2026
Role	Skybridge	Meridian
Account Executive / Relationship Lead	Tara Bellingham, VP, Enterprise Sales	Luis Arriaga, SVP, Procurement & Vendor Management
Executive Sponsor	Priya Chandrasekaran, CEO	Gerald Brannigan, CIO
Technical Lead	Marcus Holt, CTO	[Meridian to designate]
Legal Contact	David Shimura, General Counsel	Catherine Woo, Associate General Counsel (Technology)
Security Contact	Amara Okafor, CISO	[Meridian to designate]
Financial / Billing Contact	Jonathan Kreske, CFO	[Meridian to designate]
Fee Component	Year 1	Year 2	Year 3	Year 4	Year 5	Total
Platform Subscription Fee	$8,200,000	$8,200,000	$8,200,000	$8,200,000	$8,200,000	$41,000,000

Implementation & Onboarding Fee	$3,600,000	—	—	—	—	$3,600,000
Support & Managed Services Fee	$1,800,000	$1,800,000	$1,800,000	$1,800,000	$1,800,000	$9,000,000
Annual Subtotal (pre-discount)	$13,600,000	$10,000,000	$10,000,000	$10,000,000	$10,000,000	$53,600,000
Item	Amount / Value
Gross Undiscounted Total Contract Value (TCV)	$53,600,000
Post-discount Total Contract Value (TCV)	$50,000,000
Volume discount (Dollar Amount)	$3,600,000
Volume discount (Percentage)	6.72%
Calculation	($53,600,000 − $50,000,000) ÷ $53,600,000 = 6.72%
Item	Amount
Post-discount Year 1 Fees (rounded per agreement of the Parties)	$12,700,000
Post-discount Years 2–5 Annual Fees ($9,325,000 × 4 years)	$37,300,000
Post-discount Total Contract Value	$50,000,000
Item	Value
Licensed User Count	32,000
Per-User Annual Rate (Pre-discount)	$256.25
Platform Subscription Fee (Pre-discount)	32,000 × $256.25 = $8,200,000
Incremental User Rate (not subject to Volume discount)	$275.00 per user per year
Milestone	Target Date	Description
Implementation Kickoff	September 15, 2025	Formal commencement of implementation and onboarding activities, including project kickoff meeting, establishment of project governance structure, finalization of project plan, and assignment of dedicated project resources by both Parties. Triggers Installment 1 of the Implementation Fee ($1,200,000).
Environment Provisioning	October 2025	Provisioning and configuration of Orion Cloud infrastructure-as-a-service environments in the designated US-East (Northern Virginia) and US-West (Oregon) regions, including establishment of network connectivity, security controls, and access management for Meridian's development, staging, and production environments.
Midpoint Milestone	December 2025	Completion of core platform configuration (including rule sets, risk models, and alert thresholds), data migration from Meridian's legacy AML and transaction-monitoring systems, and initial integration testing with Meridian's core banking systems, data warehouses, and ancillary platforms. Triggers Installment 2 of the Implementation Fee ($1,200,000).
User Acceptance Testing (UAT)	January – February 2026	End-to-end user acceptance testing conducted by Meridian, including functional testing, regression testing, performance testing, and validation of all configured rules, workflows, and reporting outputs against Meridian's operational and regulatory requirements. Defect identification, tracking, and remediation by Skybridge.
Go-Live Readiness	February 28, 2026	Completion of all implementation activities, resolution of all critical and high-severity defects identified during UAT, execution of production cutover plan, and mutual written confirmation by both Parties that the Platform is ready for full production deployment. Triggers Installment 3 of the Implementation Fee ($1,200,000).
Platform Go-Live Date	March 1, 2026	Commencement of the Initial Term. Full production access to the Platform for all 32,000 Licensed Users. Transition from Implementation Period to steady-state Platform Subscription Services and Support and Managed Services.

DRAFT — FOR DISCUSSION PURPOSES ONLY
ORDER FORM NO. 1
Entered into under and subject to that certain Master Software-as-a-Service Agreement (the "Agreement" or "MSA")
This Order Form No. 1 (this "Order Form") is entered into under and subject to that certain Master Software-as-a-Service Agreement (the "Agreement" or "MSA") by and between:
Licensor: Skybridge Fintech Ltd., a Delaware limited company, with its principal office 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 office at 600 Lexington Avenue, 40th Floor, New York, NY 10022 ("Meridian" or "Licensee").
Each of Skybridge and Meridian is referred to herein individually as a "Party" and collectively as the "Parties."
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1. PLATFORM AND SERVICES DESCRIPTION
1.1 Licensed Platform
Skybridge hereby grants Meridian, during the Term (as defined in Section 2 below), a non-exclusive, non-transferable, non-sublicensable right to access and use the SkyComply™ platform — Skybridge's proprietary artificial-intelligence-driven anti-money-laundering ("AML") and transaction-monitoring software-as-a-service platform (the "Platform"). The Platform is provided as more fully described in the Documentation (as defined in the MSA) and subject in all respects to the terms and conditions of the MSA. All functionality, features, modules, and upgrades made generally available by Skybridge to its similarly situated customers during the Term shall be included within the scope of the Platform subscription granted hereunder, unless otherwise specified in the MSA.
1.2 Scope of Deployment
The Platform shall be deployed across the following Meridian business divisions and operations:
(a) Retail Banking Division — including all domestic branch and digital banking operations;
(b) Commercial Banking Division — including all commercial lending, treasury management, and trade finance operations; and
(c) Wealth Management Division — including private banking, trust, and investment advisory operations.
Deployment shall encompass coverage of Meridian's United States and international operations as described in the MSA. For the avoidance of doubt, international operations of Meridian subject to coverage under this Order Form are limited to those international branches, representative offices, and subsidiaries identified in the MSA and any applicable supplements thereto.
1.3 Services.  Three categories of services are included under this Order Form (collectively, the "Services"):
(a) Platform Subscription Services. Ongoing access to the SkyComply™ Platform, including all generally available features, modules, updates, and upgrades released by Skybridge during the Term, as more fully described in the MSA.
(b) Implementation and Onboarding Services. One-time implementation, integration, configuration, data migration, training, and onboarding services to be performed during Year 1 of this Order Form, as more fully described in Section 5.2 and Appendix B hereto (the "Implementation Services").
(c) Support and Managed Services. Ongoing technical support, platform monitoring, system administration assistance, periodic health checks, and managed services to be provided during Years 1 through 5 of this Order Form, as more fully described in Section 5.7 and the MSA (the "Support and Managed Services").
The specific service levels applicable to the Platform Subscription Services and the Support and Managed Services are set forth in Exhibit A (Service Level Agreement) attached to the MSA and incorporated herein by reference.
2. TERM
2.1 Initial Term
The initial term of this Order Form (the "Initial Term") shall be five (5) years, commencing on the Platform Go-Live Date (as defined in Section 2.3 below) and expiring on the fifth anniversary thereof, unless earlier terminated in accordance with the MSA or this Order Form. The targeted commencement date for the Initial Term is March 1, 2026, and the expected expiration date is February 28, 2031. The Parties acknowledge that the actual commencement and expiration dates of the Initial Term will be determined by the actual achievement of the Platform Go-Live Date in accordance with Section 2.3.
2.2 Implementation Period
The implementation and onboarding period (the "Implementation Period") shall commence on September 15, 2025 and shall target completion on or before February 28, 2026, for an approximate duration of five and one-half (5.5) months. The Implementation Period precedes the Initial Term, and the Parties acknowledge and agree that the Initial Term shall commence on the Platform Go-Live Date and not on the commencement date of the Implementation Period. The scope of activities to be performed during the Implementation Period is set forth in Section 5.2 and Appendix B hereto.
2.3 Platform Go-Live Date
The targeted date on which the Platform will be placed into full production use by Meridian (the "Platform Go-Live Date" or "Go-Live Date") is March 1, 2026. Achievement of the Platform Go-Live Date shall be subject to satisfaction of the Go-Live criteria set forth in the MSA, including, without limitation, completion of all implementation milestones, successful completion of user acceptance testing, and mutual written confirmation by the Parties that the Platform is ready for production deployment. In the event that the Go-Live Date is delayed beyond the targeted date, the Initial Term shall nonetheless commence on the actual Go-Live Date, and all references to "Year 1," "Year 2," and subsequent years of the Initial Term shall be adjusted accordingly.
2.4 Renewal Terms
Subject to Section [●] of the MSA, upon expiration of the Initial Term, this Order Form shall automatically renew for up to two (2) successive one-year renewal periods (each, a "Renewal Term"), unless either Party provides the other Party with written notice of non-renewal at least one hundred eighty (180) days prior to the expiration of the then-current Term. Each Renewal Term shall be subject to the same terms and conditions as the Initial Term, except that fees during any Renewal Term shall be subject to the Annual Escalator set forth in Section 5.6. The Initial Term and any Renewal Terms are collectively referred to herein as the "Term."
2.5 Termination for Convenience
Meridian may terminate this Order Form for convenience at any time after the second (2nd) anniversary of the Platform Go-Live Date (i.e., after the conclusion of Year 2 of the Initial Term) upon twelve (12) months' prior written notice to Skybridge, subject to Meridian's payment of the Early Termination Fee set forth in Section 5.5 below. For the avoidance of doubt, Meridian may not exercise its termination for convenience right during Year 1 or Year 2 of the Initial Term. Any termination for convenience by Meridian shall be without prejudice to any rights or obligations of either Party that have accrued prior to the effective date of such termination, including, without limitation, Meridian's obligation to pay all fees accrued through the effective date of termination and the applicable Early Termination Fee.
3. LICENSED USERS
3.1 Initial Licensed User Count
Subject to the terms and conditions of the MSA, Skybridge shall provision and Meridian shall be entitled to deploy the Platform for use by up to thirty-two thousand (32,000) named users (each, a "Licensed User" and collectively, the "Licensed Users") during the Term. The Licensed User count set forth in this Section 3.1 represents the maximum number of unique individuals authorized to access and use the Platform at any given time during the Term, absent the addition of Incremental Users pursuant to Section 3.3.
3.2 Named User Basis
All licenses granted under this Order Form are on a named-user basis. Each Licensed User must be a unique, identifiable individual who is authorized by Meridian to access and use the Platform. Licensed User credentials may not be shared among multiple individuals. Meridian shall maintain a current roster of all Licensed Users and shall make such roster available to Skybridge upon reasonable request. Meridian may reassign a Licensed User credential from one individual to another (e.g., upon an employee's departure or role change), provided that such reassignment does not result in more than 32,000 active Licensed Users at any time, and further provided that such reassignment is performed in accordance with the procedures set forth in the Documentation.
3.3 Incremental Users
Additional Licensed Users beyond the initial 32,000 may be added during the Term at the Incremental User Rate specified in Section 5.4 below (each, an "Incremental User"). The addition of Incremental Users shall be effectuated by means of a written amendment to this Order Form or a supplemental order form executed by both Parties, in each case specifying the number of additional Licensed Users, the applicable fees, and the effective date of such addition. Upon execution of such amendment or supplemental order form, the total Licensed User count under this Order Form shall be deemed increased by the number of Incremental Users so added. Skybridge shall provision the applicable Incremental User accounts within ten (10) business days following receipt of a fully executed amendment or supplemental order form.
4. FEES — SUMMARY TABLE
The following table sets forth a summary of the fees payable by Meridian under this Order Form during the Initial Term. All amounts are in United States Dollars (USD) and are subject to the terms and conditions set forth in Section 5 (Fee Details) and Section 6 (Payment Terms) below.
The fees set forth in the table above are subject to adjustment in accordance with the Annual Escalator provisions of Section 5.6, commencing in Year 3 of the Initial Term. Incremental User fees, if any, are not included in the table above and shall be invoiced separately in accordance with Section 5.4. Additional detail regarding the calculation and reconciliation of the fees summarized in this Section 4 is set forth in Appendix A (Fee Reconciliation Schedule) hereto.
5. FEE DETAILS
5.1 Platform Subscription Fee
The annual Platform Subscription Fee (pre-discount) shall be Eight Million Two Hundred Thousand Dollars ($8,200,000) per year during the Initial Term. The Platform Subscription Fee is calculated on the basis of thirty-two thousand (32,000) named Licensed Users at a per-user rate of Two Hundred Fifty-Six Dollars and Twenty-Five Cents ($256.25) per user per year (32,000 × $256.25 = $8,200,000). The Platform Subscription Fee is subject to the Volume discount set forth in Section 5.3 and the Annual Escalator set forth in Section 5.6. The post-discount Platform Subscription Fee for each year of the Initial Term is reflected in the summary table in Section 4 and the detailed reconciliation in Appendix A.
5.2 Implementation and Onboarding Fee
Meridian shall pay a one-time Implementation and Onboarding Fee of Three Million Six Hundred Thousand Dollars ($3,600,000) (the "Implementation Fee"), payable during Year 1 only in accordance with the payment schedule set forth in Section 6.2. The Implementation Fee covers all costs and expenses associated with the following activities to be performed by Skybridge during the Implementation Period (September 15, 2025 through February 28, 2026):
(a) system integration with Meridian's core banking systems, data warehouses, and ancillary platforms;
(b) configuration of the Platform to Meridian's operational requirements, including rule sets, risk models, and alert thresholds;
(c) data migration from Meridian's existing AML and transaction-monitoring systems to the Platform;
(d) user acceptance testing ("UAT") support and defect remediation;
(e) training for Licensed Users, including role-based training for compliance analysts, investigators, and management; and
(f) Go-Live readiness activities, including production cutover planning, parallel-run support, and final validation.
The Implementation Fee is subject to the Volume discount set forth in Section 5.3. The specific milestones and target dates for the Implementation Period are set forth in Appendix B (Implementation Milestone Schedule) hereto.
5.3 Volume discount
The Parties have agreed to a volume discount in consideration of Meridian's commitment to the five-year Initial Term and the aggregate scope of the engagement. The volume discount is calculated as follows:
(a) Gross Undiscounted Total Contract Value: $53,600,000, calculated as Year 1 fees of $13,600,000 plus Years 2 through 5 fees of $10,000,000 per year ($10,000,000 × 4 = $40,000,000), for a total of $53,600,000.
(b) Volume discount Percentage: 6.72%, calculated as ($53,600,000 − $50,000,000) ÷ $53,600,000 = $3,600,000 ÷ $53,600,000 = 6.72% (rounded to two decimal places).
(c) Volume discount Dollar Amount: $3,600,000.
The Volume discount is applied to the gross undiscounted Total Contract Value to arrive at the adjusted annual fees specified herein. The allocation of the Volume discount across the years of the Initial Term has been agreed by the Parties as follows:
(d) Post-discount Year 1 Fees: $12,700,000 (rounded per agreement of the Parties).
(e) Post-discount Years 2–5 Annual Fees: $9,325,000 per year, calculated as ($50,000,000 − $12,700,000) ÷ 4 = $37,300,000 ÷ 4 = $9,325,000.
(f) Post-discount Total Contract Value: $50,000,000, verified as $12,700,000 + ($9,325,000 × 4) = $12,700,000 + $37,300,000 = $50,000,000.
5.4 Incremental User Rate
The per-user annual fee for each Licensed User in excess of thirty-two thousand (32,000) (the "Incremental User Rate") shall be Two Hundred Seventy-Five Dollars ($275.00) per user per year. The Incremental User Rate is not subject to the Volume discount set forth in Section 5.3. Incremental User fees shall be invoiced quarterly in arrears based on the number of additional Licensed Users provisioned during such calendar quarter. For partial quarters, the Incremental User Rate shall be prorated on a daily basis based on the number of days in such quarter during which the applicable Incremental User was provisioned. The Incremental User Rate shall be subject to the Annual Escalator set forth in Section 5.6, commencing in Year 3 of the Initial Term.
5.5 Early Termination Fee
In the event that Meridian exercises its termination for convenience right under the MSA and Section 2.5 of this Order Form after Year 2 of 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 then-current Initial Term. For purposes of this Section 5.5, "Annual Contract Value" means the post-discount annual fee payable by Meridian for the applicable year, as set forth in Section 4 above (i.e., $9,325,000 per year for Years 2 through 5, subject to any applicable Annual Escalator adjustment).
By way of illustration, the following example is provided for informational purposes only:
Example: If Meridian provides notice of termination for convenience during Year 3 and such termination becomes effective at the end of Year 3 (with twelve months' notice), two (2) years of the Initial Term would remain (Year 4 and Year 5). The Early Termination Fee would be calculated as follows:
ETF = 50% × ($9,325,000 × 2 remaining years) = 50% × $18,650,000 = $9,325,000
The Early Termination Fee shall be payable by Meridian within thirty (30) days of the effective date of termination. The Parties acknowledge and agree that the Early Termination Fee represents a reasonable estimate of the damages that Skybridge would incur as a result of Meridian's early termination, and is not intended as a penalty.
5.6 Annual Escalator
Beginning in Year 3 of the Initial Term, the Platform Subscription Fee and the Support and Managed Services Fee (but not the Implementation and Onboarding Fee, which is a one-time fee payable in Year 1 only) shall be subject to an annual escalation (the "Annual Escalator") based on the Consumer Price Index for All Urban Consumers (CPI-U), as published by the Bureau of Labor Statistics of the United States Department of Labor, using the twelve-month percentage change for the most recently published annual period preceding the applicable anniversary of the Platform Go-Live Date. The Annual Escalator shall be applied subject to the following parameters:
(a) Floor: The Annual Escalator shall not be less than three percent (3.0%) per year. If the applicable CPI-U increase for the relevant period is less than 3.0%, the escalation rate applied shall be 3.0%.
(b) Cap: The Annual Escalator shall not exceed three and one-half percent (3.5%) per year. If the applicable CPI-U increase for the relevant period exceeds 3.5%, the escalation rate applied shall be capped at 3.5%.
(c) Application: The Annual Escalator shall apply to each subsequent year of the Initial Term following Year 2, and shall continue to apply during any Renewal Term. Each year's escalation shall be applied on a compounding basis to the prior year's adjusted fee.
For the avoidance of doubt, fees for Years 1 and 2 of the Initial Term are fixed at the amounts set forth in the fee summary table in Section 4 and are not subject to the Annual Escalator.
5.7 Support and Managed Services Fee
The annual Support and Managed Services Fee shall be One Million Eight Hundred Thousand Dollars ($1,800,000) per year (pre-discount) during each year of the Initial Term (Years 1 through 5). The Support and Managed Services Fee covers the following services to be provided by Skybridge during the Term:
(a) ongoing technical support, including access to Skybridge's dedicated support team during business hours and 24/7 critical-issue support as set forth in Exhibit A (Service Level Agreement);
(b) platform monitoring, including real-time system health monitoring, uptime monitoring, and proactive alerting;
(c) system administration assistance, including user provisioning support, configuration change management, and patch deployment coordination;
(d) periodic health checks, including quarterly platform performance reviews and annual optimization assessments; and
(e) managed services as described in the MSA, including regulatory rule-set updates, model tuning, and ongoing calibration of alert thresholds.
The Support and Managed Services Fee is subject to the Volume discount set forth in Section 5.3 and the Annual Escalator set forth in Section 5.6.
6. PAYMENT TERMS
6.1 Invoice and Payment Schedule
All fees payable under this Order Form shall be invoiced quarterly in advance, unless otherwise specified herein. Payment shall be due net thirty (30) days from the date of the applicable invoice. Skybridge shall issue invoices on or about the first business day of each calendar quarter during the Term (i.e., on or about January 1, April 1, July 1, and October 1 of each calendar year, adjusted to the next business day if such date falls on a weekend or federal holiday). Each quarterly invoice shall reflect one-quarter (1/4) of the applicable annual fee for the then-current year of the Term. Skybridge shall deliver all invoices electronically to the billing contact designated by Meridian in Section 9 below, or to such other address or email as Meridian may designate in writing from time to time.
6.2 Implementation Fee Payment Schedule
Notwithstanding Section 6.1, the Implementation and Onboarding Fee of Three Million Six Hundred Thousand Dollars ($3,600,000) shall be invoiced and payable in three (3) equal installments in accordance with the following milestone-based schedule:
Each installment shall be invoiced within five (5) business days following the occurrence of the applicable trigger event, and payment shall be due net thirty (30) days from the date of such invoice. In the event that a milestone is delayed, the corresponding installment shall not be invoiced until such milestone has been achieved, unless the delay is attributable to Meridian, in which case Skybridge may invoice the installment on the originally targeted date.
6.3 Currency.  All amounts set forth in this Order Form are denominated in, and all payments shall be made in, United States Dollars (USD). Payments shall be made by electronic funds transfer (wire transfer or ACH) to the bank account designated by Skybridge in writing.
6.4 Late Payment
Any amounts not paid when due shall bear interest at the lesser of (a) one and one-half percent (1.5%) per month (18% per annum), compounded monthly, or (b) the maximum rate permitted by applicable law, from the date such amount was due until the date such amount is paid in full. Skybridge's right to charge late payment interest is without prejudice to any other rights or remedies available to Skybridge under the MSA or at law or in equity. Late payment interest provisions are further set forth in the MSA, and the terms of the MSA shall control in the event of any inconsistency with this Section 6.4.
6.5 Taxes.  All fees set forth in this Order Form are exclusive of all applicable taxes. Meridian shall be responsible for all sales, use, value-added, goods and services, and similar taxes and governmental charges (collectively, "Taxes") imposed on or in connection with the fees payable under this Order Form, excluding any taxes based on Skybridge's net income, gross receipts, capital, or franchise taxes. If Skybridge is required by law to collect any Taxes from Meridian, such Taxes shall be added to the applicable invoice and paid by Meridian in accordance with the payment terms set forth herein. The allocation of tax responsibility between the Parties is further set forth in the MSA, and the terms of the MSA shall control in the event of any inconsistency with this Section 6.5.
6.6 Disputed Amounts
Meridian may withhold payment of any amount that Meridian disputes in good faith (a "Disputed Amount"), provided that Meridian satisfies all of the following conditions:
(a) Meridian delivers written notice to Skybridge within thirty (30) days of Meridian's receipt of the applicable invoice, identifying the Disputed Amount and providing a reasonably detailed description of the basis for the dispute;
(b) Meridian pays all undisputed portions of the applicable invoice in full in accordance with the payment terms set forth herein; and
(c) Meridian cooperates in good faith with Skybridge to resolve the dispute as promptly as practicable.
The Parties shall use commercially reasonable efforts to resolve any billing dispute within sixty (60) days of Skybridge's receipt of Meridian's dispute notice. If the Parties are unable to resolve the dispute within such period, either Party may escalate the dispute in accordance with the dispute resolution provisions of the MSA. Undisputed amounts shall remain due and payable in accordance with the normal payment terms set forth in this Section 6, and Meridian's withholding of Disputed Amounts shall not constitute a breach of this Order Form or the MSA, provided that Meridian complies with the requirements of this Section 6.6.
7. DATA HOSTING AND RESIDENCY
7.1 Cloud Infrastructure Provider
The Platform shall be hosted by Orion Cloud Services, Inc. ("Orion Cloud") on its infrastructure-as-a-service (IaaS) platform. Orion Cloud is a subcontractor of Skybridge for purposes of the MSA, and Skybridge's engagement of Orion Cloud is subject to the subcontracting and third-party service provider provisions set forth in the MSA. Skybridge shall remain fully responsible for the performance of Orion Cloud in connection with the hosting of the Platform and the processing, storage, and security of Meridian data, as further set forth in the MSA and the Data Processing Addendum (Exhibit C).
7.2 Data Residency
All Meridian data, including but not limited to customer data, transaction data, personally identifiable information, and any other data provided by or on behalf of Meridian or generated through Meridian's use of the Platform (collectively, "Meridian Data"), shall be stored and processed exclusively within the continental United States. The designated Orion Cloud regions for data hosting are as follows:
(a) Primary Region: US-East (Northern Virginia); and
(b) Secondary / Disaster Recovery Region: US-West (Oregon).
Under no circumstances shall Meridian Data be transferred to, stored in, or processed from any data center or server located outside the continental United States, unless Meridian provides prior written consent to such transfer, storage, or processing. Skybridge shall implement and maintain commercially reasonable technical and organizational measures to ensure compliance with the data residency requirements set forth in this Section 7.2, and Skybridge shall promptly notify Meridian in the event of any actual or suspected breach of such requirements. Additional data processing terms are set forth in Exhibit C (Data Processing Addendum) attached to the MSA and incorporated herein by reference.
8. EXHIBITS AND ATTACHMENTS INCORPORATED BY REFERENCE
The following Exhibits and attachments are incorporated by reference into this Order Form as if fully set forth herein. Each such Exhibit and attachment is attached to and forms part of the MSA:
(a) Exhibit A — Service Level Agreement (the "SLA Exhibit"), setting forth the service level commitments, uptime guarantees, response time requirements, and service credits applicable to the Platform and the Support and Managed Services;
(b) Exhibit B — Security Exhibit (the "Security Exhibit"), setting forth the information security requirements, technical safeguards, administrative controls, and compliance standards applicable to Skybridge's hosting and operation of the Platform;
(c) Exhibit C — Data Processing Addendum (the "DPA"), setting forth the terms governing the processing of personal data by Skybridge on behalf of Meridian, including data protection obligations, subprocessor management, data subject rights, and cross-border data transfer restrictions;
(d) Exhibit D — Acceptable Use Policy (the "AUP"), setting forth the policies governing Meridian's and its Licensed Users' use of the Platform, including prohibited activities and usage restrictions; and
(e) Source Code Escrow Agreement — Escrow Agreement No. SCE-2025-04417, entered into between Skybridge and Sentinel Escrow Services, Inc. ("Sentinel Escrow"), as escrow agent, for the benefit of Meridian, governing the deposit, maintenance, and release of the Platform source code under the conditions specified therein and in the MSA.
In the event of any conflict between the terms of any Exhibit or attachment and the terms of this Order Form, the order of precedence set forth in Section 11.2 shall apply.
9. KEY CONTACTS
The following individuals shall serve as the primary contacts for each Party with respect to the matters identified below. Either Party may update its designated contacts by written notice to the other Party in accordance with Section 10.
Meridian shall designate its Technical Lead, Security Contact, and Financial / Billing Contact no later than fifteen (15) business days following the Order Form Effective Date by written notice to Skybridge.
10. NOTICES
All notices, requests, demands, consents, and other communications required or permitted under this Order Form shall be delivered in accordance with the notice provisions of the MSA. For the avoidance of doubt, the notice addresses of the Parties for purposes of this Order Form are as follows:
If to Skybridge:
Skybridge Fintech Ltd. 1400 Concord Pike, Suite 320 Wilmington, DE 19803
Attention: General Counsel
If to Meridian:
Meridian National Bank, National Association 600 Lexington Avenue, 40th Floor New York, NY 10022
Attention: SVP, Procurement & Vendor Management
With a copy (which shall not constitute notice) to:
Meridian National Bank, National Association 600 Lexington Avenue, 40th Floor New York, NY 10022
Attention: Associate General Counsel (Technology)
Either Party may change its notice address by providing written notice to the other Party in accordance with the notice provisions of the MSA.
11. GOVERNING TERMS
11.1 Incorporation of MSA
This Order Form is entered into pursuant to, and is subject to, the terms and conditions of the MSA. The MSA and all Exhibits and schedules thereto are incorporated herein by this reference. Capitalized terms used but not otherwise defined in this Order Form shall have the meanings ascribed to such terms in the MSA. This Order Form, together with the MSA and all Exhibits, schedules, appendices, and attachments referenced herein or therein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, with respect to such subject matter.
11.2 Order of Precedence
In the event of a conflict or inconsistency between the terms and conditions of this Order Form and the terms and conditions of the MSA, the MSA shall control and take precedence, except with respect to the specific commercial terms set forth in this Order Form — including, without limitation, fees, fee calculations, pricing, quantities, Licensed User counts, and the Term (including the Initial Term, Renewal Terms, and Implementation Period) — which specific commercial terms shall take precedence over any conflicting provisions of the MSA. As between the Exhibits attached to the MSA, the order of precedence set forth in the MSA shall apply.
11.3 Governing Law
This Order Form shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction, as further set forth in the MSA. The Parties consent to the exclusive jurisdiction and venue of the courts specified in the MSA for any disputes arising under or in connection with this Order Form.
12. EXECUTION
Each Party represents and warrants that the individual executing this Order Form on its behalf has been duly authorized to do so. This Order Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and signatures transmitted by PDF or other electronic means shall be deemed original signatures for all purposes.
IN WITNESS WHEREOF, the Parties have caused this Order Form to be executed by their duly authorized representatives as of the Order Form Effective Date first written above.
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: ________
APPENDIX A
FEE RECONCILIATION SCHEDULE
The following schedule sets forth a detailed reconciliation of the fees payable under this Order Form during the Initial Term, including the pre-discount component breakdown for each year, the application of the Volume discount, and the resulting post-discount annual fees and Total Contract Value.
A.1 Pre-discount Component Breakdown by Year
A.2 Volume discount Calculation
A.3 Post-discount Fee Allocation
A.4 Verification.  
Post-discount Year 1: $12,700,000 Post-discount Years 2–5: $9,325,000 × 4 = $37,300,000 Total: $12,700,000 + $37,300,000 = $50,000,000
A.5 Per-User Unit Economics
APPENDIX B
IMPLEMENTATION MILESTONE SCHEDULE
The following schedule sets forth the key milestones, target dates, and descriptions for the Implementation Period. Achievement of each milestone shall be confirmed in writing by both Parties. Milestone dates are targets and are subject to adjustment in accordance with the change management and project governance procedures set forth in the MSA.
DRAFT — CONFIDENTIAL — SUBJECT TO FINAL NEGOTIATION
Prepared by Calderwood & Harkness LLP (Matter No. 1009-00007) on behalf of Skybridge Fintech Ltd.
Order Form Effective Date: | [●], 2025
MSA Effective Date: | [●], 2025
Order Form Reference Number: | OF-SBF-MNB-001
Fee Component | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Total
Platform Subscription Fee (pre-discount) | $8,200,000 | $8,200,000 | $8,200,000 | $8,200,000 | $8,200,000 | $41,000,000
Implementation & Onboarding Fee | $3,600,000 | — | — | — | — | $3,600,000
Support & Managed Services Fee | $1,800,000 | $1,800,000 | $1,800,000 | $1,800,000 | $1,800,000 | $9,000,000
Subtotal (pre-discount) | $13,600,000 | $10,000,000 | $10,000,000 | $10,000,000 | $10,000,000 | $53,600,000
Volume discount (6.72%) | — | — | — | — | — | ($3,600,000)
Year 1 Fees (post-discount, rounded) | $12,700,000 | — | — | — | — | —
Years 2–5 Annual Fees (post-discount) | — | $9,325,000 | $9,325,000 | $9,325,000 | $9,325,000 | —
Total Contract Value (post-discount) | — | — | — | — | — | $50,000,000
Installment | Amount | Trigger Event | Target Date
Installment 1 | $1,200,000 | Commencement of the Implementation Period | September 15, 2025
Installment 2 | $1,200,000 | Completion of the Midpoint Milestone (as defined in Appendix B) | Approximately December 2025
Installment 3 | $1,200,000 | Achievement of Go-Live Readiness (as defined in Appendix B) | February 2026
Role | Skybridge | Meridian
Account Executive / Relationship Lead | Tara Bellingham, VP, Enterprise Sales | Luis Arriaga, SVP, Procurement & Vendor Management
Executive Sponsor | Priya Chandrasekaran, CEO | Gerald Brannigan, CIO
Technical Lead | Marcus Holt, CTO | [Meridian to designate]
Legal Contact | David Shimura, General Counsel | Catherine Woo, Associate General Counsel (Technology)
Security Contact | Amara Okafor, CISO | [Meridian to designate]
Financial / Billing Contact | Jonathan Kreske, CFO | [Meridian to designate]
Fee Component | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Total
Platform Subscription Fee | $8,200,000 | $8,200,000 | $8,200,000 | $8,200,000 | $8,200,000 | $41,000,000
Implementation & Onboarding Fee | $3,600,000 | — | — | — | — | $3,600,000
Support & Managed Services Fee | $1,800,000 | $1,800,000 | $1,800,000 | $1,800,000 | $1,800,000 | $9,000,000
Annual Subtotal (pre-discount) | $13,600,000 | $10,000,000 | $10,000,000 | $10,000,000 | $10,000,000 | $53,600,000
Item | Amount / Value
Gross Undiscounted Total Contract Value (TCV) | $53,600,000
Post-discount Total Contract Value (TCV) | $50,000,000
Volume discount (Dollar Amount) | $3,600,000
Volume discount (Percentage) | 6.72%
Calculation | ($53,600,000 − $50,000,000) ÷ $53,600,000 = 6.72%
Item | Amount
Post-discount Year 1 Fees (rounded per agreement of the Parties) | $12,700,000
Post-discount Years 2–5 Annual Fees ($9,325,000 × 4 years) | $37,300,000
Post-discount Total Contract Value | $50,000,000
Item | Value
Licensed User Count | 32,000
Per-User Annual Rate (Pre-discount) | $256.25
Platform Subscription Fee (Pre-discount) | 32,000 × $256.25 = $8,200,000
Incremental User Rate (not subject to Volume discount) | $275.00 per user per year
Milestone | Target Date | Description
Implementation Kickoff | September 15, 2025 | Formal commencement of implementation and onboarding activities, including project kickoff meeting, establishment of project governance structure, finalization of project plan, and assignment of dedicated project resources by both Parties. Triggers Installment 1 of the Implementation Fee ($1,200,000).
Environment Provisioning | October 2025 | Provisioning and configuration of Orion Cloud infrastructure-as-a-service environments in the designated US-East (Northern Virginia) and US-West (Oregon) regions, including establishment of network connectivity, security controls, and access management for Meridian's development, staging, and production environments.
Midpoint Milestone | December 2025 | Completion of core platform configuration (including rule sets, risk models, and alert thresholds), data migration from Meridian's legacy AML and transaction-monitoring systems, and initial integration testing with Meridian's core banking systems, data warehouses, and ancillary platforms. Triggers Installment 2 of the Implementation Fee ($1,200,000).
User Acceptance Testing (UAT) | January – February 2026 | End-to-end user acceptance testing conducted by Meridian, including functional testing, regression testing, performance testing, and validation of all configured rules, workflows, and reporting outputs against Meridian's operational and regulatory requirements. Defect identification, tracking, and remediation by Skybridge.
Go-Live Readiness | February 28, 2026 | Completion of all implementation activities, resolution of all critical and high-severity defects identified during UAT, execution of production cutover plan, and mutual written confirmation by both Parties that the Platform is ready for full production deployment. Triggers Installment 3 of the Implementation Fee ($1,200,000).
Platform Go-Live Date | March 1, 2026 | Commencement of the Initial Term. Full production access to the Platform for all 32,000 Licensed Users. Transition from Implementation Period to steady-state Platform Subscription Services and Support and Managed Services.

DRAFT — FOR DISCUSSION PURPOSES ONLY

ORDER FORM NO. 1

SKYBRIDGE FINTECH LTD.

MERIDIAN NATIONAL BANK, NATIONAL ASSOCIATION

APPENDIX A

FEE RECONCILIATION SCHEDULE

APPENDIX B

IMPLEMENTATION MILESTONE SCHEDULE

Record

Parties

Dates

Amounts