Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Escrow Agreement, including all schedules and exhibits attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof. "Business Day" means any day other than a Saturday, Sunday, or any other day on which banking institut

Section 1.2 — Construction (a) Terms defined in the Note Purchase Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Note Purchase Agreement. In the event of any conflict between a definition set forth in this Agreement and a definition set forth in the Note Purchase Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement. (b) Re

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSITS

Section 2.1 — Establishment of Escrow Account (a) The Escrow Agent hereby agrees to establish and maintain the Escrow Account designated as Granite Trust Escrow Account No. 4401-7829-SBF at the offices of Granite Trust Company, N.A. in Boston, Massachusetts, for the purpose of receiving, holding, investing, and disbursing the Escrow Funds in accordance with the terms and conditions of this Agreement. (b) The Escrow A

Section 2.2 — Deposits by Purchasers — Initial Closing (a) On or prior to the Initial Closing Date, each of the following Purchasers shall deposit, or cause to be deposited, the following amounts into the Escrow Account by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Schedule B attached hereto: (b) Each Purchaser participating in the Initial Closing shall

Section 2.3 — Deposits by Purchasers — Final Closing (a) On or prior to the Final Closing Date, each of the following Purchasers shall deposit, or cause to be deposited, the following amounts into the Escrow Account by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Schedule B: (b) Any Purchaser joining the financing at the Final Closing that is not already

Section 2.4 — Confirmation of Deposits (a) The Escrow Agent shall promptly confirm receipt of each deposit in writing (including by email) to the following persons: (i) On behalf of the Company: David Lindstrom, Chief Financial Officer (email: dlindstrom@skybridgefintech.com), and Priya Ramanathan, General Counsel (email: pramanathan@skybridgefintech.com); (ii) Counsel for the Company: Calderwood & Harkness LLP, Atte

ARTICLE III — INVESTMENT OF ESCROW FUNDS

Section 3.1 — Permitted Investments (a) Pending disbursement in accordance with the terms of this Agreement, the Escrow Agent shall invest and reinvest the Escrow Funds, at the joint written direction of the Company and the Majority Purchasers, in one or more of the following permitted investments: (i) Direct obligations of the United States of America, or obligations the timely payment of principal and interest on w

Section 3.2 — Earnings (a) All interest, dividends, and other income earned on the investment or reinvestment of the Escrow Funds shall be credited to the Escrow Account and shall become part of the Escrow Funds for all purposes of this Agreement. (b) Upon release of the Escrow Funds to the Company in accordance with Section 4.1 or Section 4.2, any accumulated interest and other income shall be released to the Compan

Section 3.3 — Tax Reporting (a) For all federal, state, and local tax reporting purposes, all interest, dividends, and other income earned on the Escrow Funds shall be reported as income of the Company (Employer Identification Number: 83-2147605). The Company shall be responsible for the payment of all taxes, if any, arising from such income. (b) The Company shall provide the Escrow Agent with a completed and properl

ARTICLE IV — RELEASE AND DISBURSEMENT OF ESCROW FUNDS

Section 4.1 — Release Upon Satisfaction of Closing Conditions — Initial Closing (a) Upon the Escrow Agent's receipt of Joint Written Instructions from the Company and the Majority Purchasers (or their respective counsel, if authorized in writing by the Company and the Majority Purchasers, respectively) certifying that all Release Conditions for the Initial Closing have been satisfied or waived in accordance with the

Section 4.2 — Release Upon Satisfaction of Closing Conditions — Final Closing (a) Upon the Escrow Agent's receipt of Joint Written Instructions from the Company and the Majority Purchasers (or their respective counsel, if authorized in writing) certifying that all Release Conditions for the Final Closing have been satisfied or waived in accordance with the terms of the Note Purchase Agreement, the Escrow Agent shall,

Section 4.3 — Return of Escrow Funds to Purchasers (a) If the Company and the Majority Purchasers deliver Joint Written Instructions directing the Escrow Agent to return the Escrow Funds (or any portion thereof) to the Purchasers, the Escrow Agent shall return such funds to the respective Purchasers, pro rata based on their respective deposits in the Escrow Account, within two (2) Business Days following the Escrow A

Section 4.4 — Partial Releases (a) The Parties may, from time to time, deliver Joint Written Instructions directing partial releases of Escrow Funds, specifying the amount to be released, the identity of the payee, and the wire transfer instructions for such partial release. (b) The Escrow Agent shall have no obligation to verify that any partial release is consistent with the terms of the Note Purchase Agreement or

Section 4.5 — Disbursement of Escrow Fee (a) The Escrow Agent is authorized, at the Company's election, to deduct the Escrow Fee of Seven Thousand Five Hundred Dollars ($7,500) from the Escrow Funds upon the first release of Escrow Funds to the Company pursuant to Section 4.1 or Section 4.2. Alternatively, the Company may pay the Escrow Fee by separate wire transfer to the Escrow Agent on or prior to the Initial Clos

ARTICLE V — DUTIES AND OBLIGATIONS OF THE ESCROW AGENT

Section 5.1 — Scope of Duties (a) The Escrow Agent shall act solely as a stakeholder and depository with respect to the Escrow Funds and shall have only such duties and obligations as are expressly set forth in this Agreement. No implied duties, obligations, or covenants shall be read into this Agreement against the Escrow Agent. (b) The Escrow Agent shall not be deemed a trustee or fiduciary with respect to any Part

Section 5.2 — Reliance on Instructions (a) The Escrow Agent may rely, and shall be fully protected in acting or refraining from acting, upon any written notice, instruction, certificate, statement, request, consent, or other document or instrument (each, an "Instruction") delivered to it that the Escrow Agent in good faith believes to be genuine and to have been signed or presented by the proper person or persons aut

Section 5.3 — Authorized Representatives (a) The Company hereby designates the following persons as authorized to provide Instructions to the Escrow Agent on behalf of the Company, each of whom shall have the authority to act individually: (i) David Lindstrom, Chief Financial Officer; and (ii) Priya Ramanathan, General Counsel. (b) Each Purchaser shall designate one or more authorized representatives, as set forth on

Section 5.4 — Resignation and Removal of Escrow Agent (a) The Escrow Agent may resign and be discharged from its duties under this Agreement by giving not less than thirty (30) days' prior written notice to the Company and each Purchaser, specifying a date upon which such resignation shall take effect. Such resignation shall be effective upon the appointment of a successor escrow agent in accordance with Section 5.5

Section 5.5 — Successor Escrow Agent (a) In the event of the resignation or removal of the Escrow Agent pursuant to Section 5.4, a successor escrow agent shall be appointed by the mutual written agreement of the Company and the Majority Purchasers. The successor escrow agent shall be a bank or trust company organized under the laws of the United States or any state thereof having a combined capital and surplus of not

ARTICLE VI — INDEMNIFICATION AND LIABILITY

Section 6.1 — Indemnification of Escrow Agent (a) The Company and each Purchaser (severally, not jointly, and pro rata based on their respective aggregate commitments under the Note Purchase Agreement) shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, and representatives (collectively, the "Escrow Agent Indemnitees") from and against any and all losses, liabil

Section 6.2 — Limitation of Liability (a) The Escrow Agent shall not be liable for any act or omission taken or suffered in good faith and in accordance with the terms of this Agreement, except for Losses arising from the Escrow Agent's own gross negligence, willful misconduct, or bad faith, as finally determined by a court of competent jurisdiction. (b) The Escrow Agent shall not be liable for any loss of principal

Section 6.3 — Right to Legal Counsel (a) The Escrow Agent may, at any time and from time to time, consult with legal counsel of its own selection (who may be counsel to any Party, but shall not be required to be) with respect to any question arising under or in connection with this Agreement or the Escrow Agent's duties hereunder. The Escrow Agent shall not be liable for any action taken, suffered, or omitted in good

Section 7.1 — Conflicting Instructions (a) If the Escrow Agent receives or becomes aware of conflicting Joint Written Instructions, conflicting claims, conflicting demands, or conflicting notices with respect to the Escrow Funds, or if the Escrow Agent is in doubt as to what action to take, the Escrow Agent shall be entitled to refrain from taking any action (other than to continue to hold the Escrow Funds in the Esc

Section 7.2 — Interpleader (a) In the event of any dispute, disagreement, or conflicting claim regarding the Escrow Funds or the proper interpretation of this Agreement, the Escrow Agent shall be entitled, in its sole discretion, to tender the Escrow Funds (or any disputed portion thereof) into a court of competent jurisdiction by interpleader action or similar proceeding, and upon such tender, the Escrow Agent shall

ARTICLE VIII — ESCROW AGENT COMPENSATION

Section 8.1 — Escrow Fee (a) The Company shall pay the Escrow Agent a flat fee of Seven Thousand Five Hundred Dollars ($7,500) for all services rendered by the Escrow Agent under this Agreement (the "Escrow Fee"). The Escrow Fee shall compensate the Escrow Agent for all ordinary services to be performed hereunder, including the establishment and maintenance of the Escrow Account, the receipt and investment of Escrow

Section 8.2 — Reimbursement of Expenses (a) The Company shall reimburse the Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties under this Agreement, including, without limitation, wire transfer fees, postage, insurance, courier charges, and similar administrative costs. The Escrow Agent shall submit invoices for such expe

ARTICLE IX — REPRESENTATIONS AND WARRANTIES

Section 9.1 — Representations of the Company The Company hereby represents and warrants to the Purchasers and the Escrow Agent as follows: (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File Number 6384291). (b) The Company has all necessary corporate power and authority to execute, deliver, and perform its o

Section 9.2 — Representations of the Purchasers Each Purchaser hereby severally (and not jointly) represents and warrants to the Company and the Escrow Agent as follows: (a) Such Purchaser is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. (b) Such Purchaser has all necessary limited partnership, limited liability company, or other organizational power and au

Section 9.3 — Representations of the Escrow Agent The Escrow Agent hereby represents and warrants to the Company and the Purchasers as follows: (a) The Escrow Agent is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with its principal office located at 100 Summer Street, Boston, MA 02110. (b) The Escrow Agent has full corporate power and autho

Section 10.1 — Termination (a) This Agreement shall terminate upon the earliest to occur of the following: (i) the disbursement of all Escrow Funds from the Escrow Account in accordance with the terms hereof, including all accrued interest and other income thereon; (ii) the return of all Escrow Funds to the Purchasers pursuant to Section 4.3 hereof; (iii) the deposit of the Escrow Funds with a court of competent juri

Section 11.1 — Notices (a) All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered by hand, upon delivery; (ii) sent by nationally recognized overnight courier service (with tracking capability), upon the next Business Day following deposit with such courier;

Section 11.2 — Amendments and Waivers (a) This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by all Parties hereto. No amendment shall be effective against the Escrow Agent unless the Escrow Agent has consented thereto in writing. (b) No waiver of any provision of this Agreement or any right or remedy hereunder shall be effective unless in writing and signed by t

Section 11.3 — Assignment No Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of each other Party hereto, and any purported assignment or transfer without such consent shall be void and of no force or effect; provided, however, that the Escrow Agent may assign its duties and obligations to a successor escrow agent appointed in accordance with Section 5.5 he

Section 11.4 — Entire Agreement This Agreement, together with the Note Purchase Agreement and the schedules and exhibits attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to such subject matter.

Section 11.5 — Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and all remaining provisions shall continue in full force and effect. In the event that any provision is so held to be invalid, illegal, or unenforcea

Section 11.6 — Counterparts; Electronic Signatures (a) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (PDF), or other electronic transmission shall be effective as delivery of an

Section 11.7 — Third-Party Beneficiaries This Agreement is for the sole and exclusive benefit of the Parties hereto and their respective successors and permitted assigns, and nothing contained herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Section 11.8 — Governing Law (a) This Agreement 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 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. (b) Each Party hereby irrevocably and uncon

Section 11.9 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESEN