Contract analysis

Section 1. Direction to Release Escrow Funds The Company and the undersigned Purchasers, constituting the requisite parties under Section 3.1 of the Escrow Agreement, hereby jointly and irrevocably instruct the Escrow Agent to release from Escrow Account No. 4401-7829-SBF (the "Escrow Account") the aggregate amount of Forty-Five Million Dollars ($45,000,000) (the "Initial Closing Escrow Funds"). The Initial Closing E

Section 2. Breakdown of Deposited Amounts by Purchaser The following table sets forth each Purchaser participating in the Initial Closing and the amount deposited by each such Purchaser into the Escrow Account in connection therewith: For the avoidance of doubt, the following notations are provided for the Escrow Agent's reference and the parties' records: (i) Beacon Hill Capital Partners, LLC is depositing Ten Milli

Section 3. Wire Instructions for Release of Funds The Escrow Agent is hereby directed to wire the entire amount of Forty-Five Million Dollars ($45,000,000) constituting the Initial Closing Escrow Funds to the Company's designated operating account in accordance with the following wire transfer instructions: Beneficiary: Skybridge Fintech Ltd. Beneficiary Address: 1400 Market Street, Suite 2200, Wilmington, DE 19801 E

Section 4. Confirmation of Satisfaction of Conditions The Company and the undersigned Purchasers hereby confirm to the Escrow Agent that each of the following conditions to the Initial Closing has been satisfied or waived as of the date hereof: (a) Execution and Delivery of the Note Purchase Agreement. The Note Purchase Agreement has been duly executed and delivered by all parties thereto, and true, correct, and comp

Section 5. Representations Each of the undersigned parties hereby represents and warrants to the Escrow Agent as follows: (a) Power and Authority. It has full corporate, partnership, or limited liability company power and authority, as applicable, to execute, deliver, and perform its obligations under this Joint Written Instruction, and the execution, delivery, and performance of this Joint Written Instruction have b

Section 6. Escrow Agent Reliance and Limitation The Escrow Agent may conclusively rely upon this Joint Written Instruction without any obligation to make independent inquiry or investigation as to the accuracy or completeness of the statements, representations, or confirmations set forth herein, or as to whether the conditions to the Initial Closing under the Note Purchase Agreement or the Escrow Agreement have in fa

Section 7. Governing Law; Jurisdiction This Joint Written Instruction shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party to this Joint Wri

Section 8. Counterparts This Joint Written Instruction may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The exchange of copies of this Joint Written Instruction and of counterpart signature pages by facsimile or electronic transmission (including by email in portable document format (PDF) or by any el

Section 9. Miscellaneous Reference is hereby made to the Escrow Agreement for all additional terms and conditions governing the establishment, maintenance, and release of funds from the Escrow Account, all of which are incorporated herein by reference and shall apply with full force and effect to the release of funds contemplated by this Joint Written Instruction. This Joint Written Instruction is irrevocable once de