MASTER SERVICES AGREEMENT

This Master Services Agreement (this "Agreement") is entered into as of February 15, 2024
(the "Effective Date") by and between:

NEXUS CLOUD TECHNOLOGIES, INC., a Delaware corporation with its principal place of
business at 2500 Sand Hill Road, Suite 300, Menlo Park, California 94025 ("Provider");

and

MERIDIAN BANCORP HOLDINGS, LLC, a Delaware limited liability company with its principal
place of business at 300 Park Avenue, New York, New York 10022 ("Customer").

Each of Provider and Customer may be referred to individually as a "Party" and
collectively as the "Parties."

RECITALS

WHEREAS, Provider is in the business of providing technology services, software solutions,
and related professional services;

WHEREAS, Customer desires to engage Provider to perform certain services, and Provider
desires to perform such services for Customer, in each case on the terms and conditions
set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01  Definitions. As used in this Agreement, the following terms shall have the
meanings set forth below:

     (a)  "Affiliate" means, with respect to any Person, any other Person that directly
          or indirectly controls, is controlled by, or is under common control with, such
          Person. For purposes of this definition, "control" means the direct or indirect
          ownership of more than fifty percent (50%) of the outstanding voting securities
          or other equity interests of a Person, or the power to direct the management
          and policies of a Person by contract or otherwise.

     (b)  "Authorized User" means any employee, contractor, or agent of Customer or its
          Affiliates who is authorized by Customer to access or use the Services and has
          agreed to the terms of an acceptable use policy no less restrictive than the
          requirements set forth herein.

     (c)  "Confidential Information" means any information disclosed by one Party (the
          "Disclosing Party") to the other Party (the "Receiving Party"), whether
          disclosed orally or in writing, that is designated as confidential or that
          reasonably should be known to be confidential given the nature of the
          information and circumstances of disclosure. Confidential Information shall
          not include information that: (i) is or becomes generally available to the
          public through no fault of the Receiving Party; (ii) was already known to the
          Receiving Party prior to disclosure; (iii) is received by the Receiving Party
          from a third party without restriction on disclosure; or (iv) is independently
          developed by the Receiving Party without use of the Disclosing Party's
          Confidential Information.

     (d)  "Documentation" means the technical and functional specifications, user
          manuals, and other written materials relating to the Services that Provider
          makes generally available to its customers, as updated from time to time.

     (e)  "Intellectual Property Rights" means all forms of intellectual property
          rights throughout the world, including patents, patent applications, copyrights,
          copyright registrations, trade secrets, trademarks, service marks, trade names,
          domain names, mask works, moral rights, know-how, and all other intellectual
          property rights, whether registered or unregistered.

     (f)  "Order Form" means a written order form, purchase order, or statement of work
          executed by both Parties that references this Agreement and sets forth the
          specific Services to be provided, applicable fees, and other relevant terms.
          Each Order Form shall be incorporated into and governed by this Agreement.

     (g)  "Provider Technology" means the Services, software, hardware, products,
          processes, algorithms, user interfaces, know-how, techniques, designs, and
          other tangible or intangible technical material, information, or work product
          developed or provided by Provider in connection with this Agreement, together
          with all Intellectual Property Rights therein.

     (h)  "Services" means the services, software, and deliverables to be provided by
          Provider to Customer as described in each Order Form or Exhibit A attached
          hereto and incorporated herein by reference, together with any related
          professional services, implementation, training, or support services agreed
          in writing by the Parties.

     (i)  "Statement of Work" or "SOW" means an Order Form that describes in detail
          professional services, deliverables, timelines, acceptance criteria, and any
          project-specific terms applicable to a discrete engagement.

     (j)  "Term" means the period commencing on the Effective Date and continuing until
          this Agreement is terminated in accordance with Article VIII hereof.

Section 1.02  Interpretation. In this Agreement, unless the context requires otherwise:
(a) words in the singular include the plural and vice versa; (b) the words "include,"
"includes," and "including" shall be deemed to be followed by the words "without
limitation"; (c) reference to any law shall include all regulations promulgated thereunder
and all amendments, modifications, or replacements thereof; and (d) headings are for
convenience only and shall not affect interpretation.

ARTICLE II
SERVICES

Section 2.01  Provision of Services. Provider shall provide the Services to Customer in
accordance with this Agreement and the applicable Order Form. Provider shall perform the
Services in a professional and workmanlike manner consistent with generally accepted
industry standards.

Section 2.02  Statements of Work. The Parties may enter into one or more Statements of
Work setting forth specific deliverables, timelines, personnel requirements, and
acceptance criteria for particular engagements. Each SOW shall be subject to the terms
of this Agreement. In the event of any conflict between the terms of a SOW and this
Agreement, the terms of this Agreement shall control unless the SOW expressly states
that it supersedes a specific provision of this Agreement.

Section 2.03  Change Orders. Either Party may request changes to the scope of a SOW
by submitting a written change request to the other Party. No change to the scope or
fees under a SOW shall be effective unless documented in a written change order signed
by authorized representatives of both Parties.

Section 2.04  Customer Responsibilities. Customer shall: (a) provide Provider with
timely access to Customer's systems, data, personnel, and facilities as reasonably
required for Provider to perform the Services; (b) designate a project manager with
authority to make decisions and approvals on Customer's behalf; (c) ensure that all
information provided to Provider is accurate and complete in all material respects; and
(d) comply with all applicable laws and regulations in connection with Customer's use
of the Services. Provider shall not be liable for any deficiency in Services resulting
from Customer's failure to fulfill its obligations under this Section 2.04.

Section 2.05  Subcontractors. Provider may engage subcontractors to perform portions
of the Services, provided that Provider shall remain responsible for all Services
performed by its subcontractors and shall ensure that such subcontractors are bound by
confidentiality and intellectual property obligations at least as protective as those
set forth in Article IV and Article V of this Agreement.

ARTICLE III
FEES AND PAYMENT

Section 3.01  Fees. Customer shall pay Provider the fees set forth in each applicable
Order Form (the "Fees") in accordance with this Article III. Unless otherwise specified
in the applicable Order Form, all Fees are stated in United States dollars and are
non-refundable.

Section 3.02  Invoicing and Payment. Provider shall invoice Customer monthly in arrears
for Fees accrued during the preceding month, or as otherwise set forth in the applicable
Order Form. Customer shall pay each invoice within thirty (30) days of receipt (the
"Payment Due Date"). All payments shall be made in United States dollars by wire transfer
or ACH to the account designated by Provider.

Section 3.03  Late Payments. Any amounts not paid by Customer by the applicable Payment
Due Date shall accrue interest at the lesser of one and one-half percent (1.5%) per month
or the maximum rate permitted by applicable law, calculated from the Payment Due Date
until the date of actual payment. Provider reserves the right to suspend the Services
upon fifteen (15) days' prior written notice if any undisputed payment is more than
thirty (30) days past due.

Section 3.04  Taxes. The Fees do not include any applicable federal, state, local, or
foreign taxes, levies, duties, or similar governmental assessments, including sales,
use, value-added, or withholding taxes (collectively, "Taxes"). Customer is responsible
for all Taxes associated with its purchases hereunder. If Provider is required to pay or
collect any Taxes on behalf of Customer, Customer shall reimburse Provider for all such
Taxes. For the avoidance of doubt, Provider shall be responsible for taxes on its own
income and for taxes based on Provider's net income.

Section 3.05  Fee Adjustments. Provider may adjust the Fees for Services upon renewal
of any Order Form by providing Customer with written notice not less than sixty (60)
days prior to the effective date of such adjustment. Customer's continued use of the
Services after the effective date of any fee adjustment shall constitute acceptance of
the adjusted Fees.

ARTICLE IV
CONFIDENTIALITY

Section 4.01  Confidentiality Obligations. Each Party agrees to: (a) hold the other
Party's Confidential Information in strict confidence using the same degree of care
it uses to protect its own confidential information, but in no event less than
reasonable care; (b) not disclose the other Party's Confidential Information to any
third party without the prior written consent of the Disclosing Party, except as
permitted under Section 4.02; and (c) use the Disclosing Party's Confidential
Information solely for the purposes of performing its obligations or exercising its
rights under this Agreement.

Section 4.02  Permitted Disclosures. A Receiving Party may disclose Confidential
Information: (a) to its employees, Affiliates, contractors, and professional advisors
who have a need to know such information and who are bound by confidentiality obligations
no less protective than those contained in this Article IV; and (b) pursuant to a court
order or as otherwise required by applicable law or regulation, provided that the
Receiving Party, to the extent permitted by law, provides the Disclosing Party with
prompt written notice and cooperates with the Disclosing Party's efforts to obtain
a protective order or other available relief.

Section 4.03  Survival. The obligations of this Article IV shall survive the expiration
or termination of this Agreement for a period of five (5) years; provided, however,
that obligations with respect to trade secrets shall continue for so long as such
information remains a trade secret under applicable law.

ARTICLE V
INTELLECTUAL PROPERTY

Section 5.01  Provider Ownership. As between the Parties, Provider owns all right, title,
and interest in and to the Provider Technology, including all Intellectual Property
Rights therein. Except as expressly set forth in this Agreement, no license to the
Provider Technology is granted to Customer hereunder.

Section 5.02  License Grant. Subject to the terms and conditions of this Agreement,
including Customer's timely payment of all Fees, Provider grants to Customer a limited,
non-exclusive, non-transferable, non-sublicensable license during the Term to access and
use the Services and Documentation solely for Customer's internal business purposes.

Section 5.03  Customer Data. As between the Parties, Customer owns all right, title, and
interest in and to all data submitted by Customer or its Authorized Users to the Services
("Customer Data"). Customer hereby grants Provider a limited, non-exclusive, worldwide
license to access, process, transmit, and store the Customer Data solely as necessary
to provide the Services and as otherwise permitted under this Agreement. Provider shall
not sell, rent, or use Customer Data for any purpose other than providing the Services
without Customer's prior written consent.

Section 5.04  Deliverables. Unless otherwise expressly agreed in a Statement of Work,
all custom deliverables developed by Provider specifically for Customer pursuant to a
SOW (excluding any Provider Technology incorporated therein) shall, upon full payment
of all applicable Fees, be deemed works made for hire owned by Customer, and to the
extent any such deliverables do not qualify as works made for hire, Provider hereby
assigns to Customer all right, title, and interest therein.

Section 5.05  Feedback. If Customer provides Provider with any suggestions, comments,
or other feedback regarding the Services ("Feedback"), Customer grants Provider a
perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to incorporate
and use such Feedback in any manner without restriction or obligation to Customer.

ARTICLE VI
LIMITATION OF LIABILITY

Section 6.01  Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL,
OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS,
LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR
ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY.

Section 6.01(b)  Cap on Liability. SUBJECT TO SECTION 6.02, EACH PARTY'S TOTAL
CUMULATIVE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR
OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER
DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
THE CLAIM, OR, IF THE CLAIM ARISES DURING THE FIRST TWELVE MONTHS OF THE TERM, THE
TOTAL FEES PAID AS OF THE DATE OF THE CLAIM.

Section 6.02  Exceptions to Limitations. The limitations set forth in Section 6.01 shall
not apply to: (a) either Party's indemnification obligations under Article VII; (b) either
Party's breach of its confidentiality obligations under Article IV; (c) Customer's
obligation to pay Fees in accordance with Article III; (d) either Party's liability for
gross negligence or willful misconduct; or (e) any liability that cannot be excluded or
limited under applicable law.

ARTICLE VII
INDEMNIFICATION

Section 7.01  Indemnification by Provider. Provider shall defend, indemnify, and hold
harmless Customer and its officers, directors, employees, and agents (collectively,
"Customer Indemnitees") from and against any third-party claims, suits, actions,
proceedings, damages, losses, costs, and expenses (including reasonable attorneys' fees)
(collectively, "Losses") arising out of or related to: (a) any allegation that the
Services, as provided by Provider and used in accordance with this Agreement, infringe
any third party's Intellectual Property Rights; or (b) Provider's gross negligence or
willful misconduct in connection with the Services.

Section 7.02  Indemnification by Customer. Customer shall defend, indemnify, and hold
harmless Provider and its officers, directors, employees, and agents (collectively,
"Provider Indemnitees") from and against any Losses arising out of or related to:
(a) Customer's breach of this Agreement; (b) Customer's violation of applicable law;
(c) Customer Data, including any allegation that Customer Data infringes any third
party's rights; or (d) Customer's gross negligence or willful misconduct.

Section 7.03  Indemnification Procedure. The Party seeking indemnification (the
"Indemnified Party") shall: (a) promptly notify the indemnifying party (the "Indemnifying
Party") in writing of any claim for which indemnification is sought; (b) give the
Indemnifying Party sole control over the defense and settlement of the claim, provided
that the Indemnifying Party shall not settle any claim in a manner that imposes any
obligation, restriction, or liability on the Indemnified Party without the Indemnified
Party's prior written consent; and (c) provide the Indemnifying Party with reasonable
cooperation and assistance in the defense of such claim at the Indemnifying Party's
expense. The Indemnified Party shall have the right to participate in the defense of
any claim at its own expense with counsel of its choice.

ARTICLE VIII
TERM AND TERMINATION

Section 8.01  Term. This Agreement shall commence on the Effective Date and shall
continue in full force and effect until terminated as provided in this Article VIII.

Section 8.02  Termination for Convenience. Either Party may terminate this Agreement
for convenience upon ninety (90) days' prior written notice to the other Party;
provided, however, that no such termination shall affect any Order Form then in effect,
which shall continue to be governed by this Agreement until the expiration or termination
of such Order Form.

Section 8.03  Termination for Cause. Either Party may terminate this Agreement or any
Order Form immediately upon written notice to the other Party if: (a) the other Party
materially breaches this Agreement and fails to cure such breach within thirty (30) days
after receiving written notice thereof from the non-breaching Party; or (b) the other
Party becomes insolvent, makes a general assignment for the benefit of creditors, has a
receiver appointed, or becomes subject to a voluntary or involuntary bankruptcy
proceeding that is not dismissed within sixty (60) days of filing.

Section 8.04  Effect of Termination. Upon the expiration or termination of this Agreement
or any Order Form for any reason: (a) all licenses granted hereunder with respect to the
terminated Services shall immediately terminate; (b) each Party shall promptly return or
destroy the other Party's Confidential Information, as directed by the other Party, subject
to applicable legal retention requirements; (c) Customer shall promptly pay all outstanding
Fees through the date of termination; and (d) the following provisions shall survive:
Article I, Section 3.01 through 3.04, Article IV, Article V (Sections 5.01, 5.03, and 5.05),
Article VI, Article VII, this Section 8.04, and Article IX.

ARTICLE IX
MISCELLANEOUS

Section 9.01  Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to its conflict of
laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the
state and federal courts located in Wilmington, Delaware for resolution of any disputes
arising under this Agreement.

Section 9.02  Entire Agreement. This Agreement, together with all Order Forms and
exhibits attached hereto and incorporated herein by reference, constitutes the entire
agreement between the Parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous negotiations, representations, warranties, agreements,
and understandings between the Parties, whether oral or written, relating to the subject
matter hereof. No modification or amendment to this Agreement shall be binding unless
set forth in a written document signed by authorized representatives of both Parties.

Section 9.03  Severability. If any provision of this Agreement is held to be invalid,
illegal, or unenforceable under applicable law, such provision shall be modified to the
minimum extent necessary to make it valid and enforceable, and the validity and
enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 9.04  Notices. All notices required or permitted under this Agreement shall be
in writing and shall be delivered: (a) personally; (b) by nationally recognized overnight
courier; (c) by certified or registered mail, return receipt requested, postage prepaid;
or (d) by email with written confirmation of receipt, to the addresses set forth on the
signature page or such other address as a Party may designate in writing. Notices shall
be deemed given upon personal delivery, one (1) business day after deposit with a courier,
three (3) business days after mailing, or on the date sent by email (with confirmation).

Section 9.05  Assignment. Neither Party may assign, delegate, or transfer this Agreement
or any of its rights or obligations hereunder without the prior written consent of the
other Party, which shall not be unreasonably withheld, conditioned, or delayed; provided,
however, that either Party may assign this Agreement without consent to: (a) an Affiliate;
or (b) a successor entity in connection with a merger, acquisition, corporate
reorganization, or sale of all or substantially all of such Party's assets, provided
that the successor assumes all obligations hereunder in writing. Any purported assignment
in violation of this Section 9.05 shall be null and void.

Section 9.06  Waiver. No failure or delay by either Party to exercise any right under
this Agreement shall operate as a waiver thereof. No waiver of any provision of this
Agreement shall be effective unless made in writing and signed by the waiving Party.

Section 9.07  Force Majeure. Neither Party shall be liable for any failure or delay in
performance under this Agreement to the extent such failure or delay is caused by
circumstances beyond such Party's reasonable control, including acts of God, natural
disasters, war, terrorism, civil unrest, government actions, or internet or
telecommunications outages not caused by such Party ("Force Majeure Event"), provided
that the affected Party gives prompt written notice and uses commercially reasonable
efforts to resume performance. If a Force Majeure Event continues for more than sixty
(60) days, either Party may terminate this Agreement upon written notice.

Section 9.08  Counterparts. This Agreement 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. Electronic signatures shall be deemed valid and binding.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Master Services Agreement as of the
Effective Date first written above.

NEXUS CLOUD TECHNOLOGIES, INC.             MERIDIAN BANCORP HOLDINGS, LLC

By: ___________________________            By: ___________________________
Name: _________________________            Name: _________________________
Title: ________________________            Title: ________________________
Date: _________________________            Date: _________________________


EXHIBIT A — STATEMENT OF WORK NO. 1

1.   Description of Services

     Provider shall deliver the following services during the initial term commencing
     on April 1, 2024 (the "SOW Effective Date"):

     (a)  Cloud Infrastructure Migration: Migration of Customer's existing on-premises
          data warehouse environment to Provider's managed cloud platform, including
          data mapping, schema conversion, testing, and cutover support;

     (b)  API Integration Services: Design, development, and testing of RESTful API
          integrations between the migrated platform and Customer's core banking systems,
          including real-time data feed connectivity; and

     (c)  Training and Enablement: Delivery of up to twenty (20) hours of end-user
          training sessions for up to fifty (50) of Customer's Authorized Users.

2.   Deliverables and milestones

     Milestone 1:  Infrastructure assessment and migration plan — due 30 days from
                   SOW Effective Date.
     Milestone 2:  Development environment deployment — due 60 days from SOW Effective Date.
     Milestone 3:  User acceptance testing completion — due 120 days from SOW Effective Date.
     Milestone 4:  Production cutover and go-live — due 150 days from SOW Effective Date.

3.   Fees (Exhibit A)

     The total fixed fee for the Services described in this Exhibit A shall be
     USD $485,000, payable in milestone-based installments as follows:

          (i)   USD $97,000 upon execution of this Exhibit A;
          (ii)  USD $97,000 upon completion of Milestone 2;
          (iii) USD $145,500 upon completion of Milestone 3; and
          (iv)  USD $145,500 upon completion of Milestone 4.

     Out-of-pocket expenses shall be reimbursed in accordance with Section 3.01 of
     the Agreement, subject to a cap of USD $25,000 for the engagement.
