Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Closing Funds" means, with respect to any closing under the NPA, the aggregate funds deposited by the Purchasers into the Escrow Account in connection with such closing, including the Initial Closing Funds and the Final Closing Funds. "Escrow Account" means the segregated escrow account established and

Section 1.2 Rules of Construction. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the NPA. Unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) the words "hereof," "herein," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision; (c) referenc

ARTICLE 2: ESTABLISHMENT OF ESCROW; DEPOSITS

Section 2.1 Appointment and Acceptance of Escrow Agent. (a) The Company and the Purchasers hereby appoint Granite Trust Company, N.A. as Escrow Agent for the purposes and upon the terms and conditions set forth in this Agreement. (b) The Escrow Agent hereby accepts its appointment and agrees to hold, safeguard, invest, and release the Escrow Property in accordance with the terms and conditions of this Agreement. The

Section 2.2 Establishment of Escrow Account. (a) The Escrow Agent shall establish and maintain the Escrow Account designated as Granite Trust Escrow Account No. 4401-7829-SBF at its offices located at 100 Summer Street, Boston, MA 02110. The Escrow Account shall be a segregated account maintained separately from the Escrow Agent's proprietary accounts and the accounts of other customers. (b) The Escrow Agent shall ma

Section 2.3 Deposits for Initial Closing. On or prior to the Initial Closing Date (January 15, 2024), each of the following Purchasers shall deposit, or cause to be deposited, by wire transfer of immediately available funds in United States dollars, the following amounts into the Escrow Account: Each Purchaser identified above shall initiate its wire transfer to the Escrow Account using the wire transfer instructions

Section 2.4 Deposits for Final Closing. On or prior to the Final Closing Date (January 26, 2024), each of the following Purchasers shall deposit, or cause to be deposited, by wire transfer of immediately available funds in United States dollars, the following amounts into the Escrow Account: Each Purchaser identified above shall initiate its wire transfer to the Escrow Account using the wire transfer instructions pro

Section 2.5 Confirmation of Deposits. (a) The Escrow Agent shall promptly confirm receipt of each deposit in writing (including by electronic mail) to the Company and the Purchasers' Representative. Each such confirmation shall identify the depositing Purchaser by name, the amount of the deposit received, and the date and time of receipt. (b) In the event the Escrow Agent does not receive a deposit from any Purchaser

ARTICLE 3: RELEASE OF ESCROW PROPERTY

Section 3.1 Release Upon Joint Written Instructions. (a) The Escrow Agent shall release Escrow Property from the Escrow Account only upon receipt of Joint Written Instructions duly executed by (i) an authorized officer or representative of the Company as designated in Section 7.1, and (ii) an authorized representative of the Purchasers' Representative (Ridgeline Ventures Fund IV, L.P.) as designated in Section 7.2. (

Section 3.2 Release Conditions. (a) Release of Initial Closing Funds. Upon satisfaction or waiver of all conditions to the Initial Closing set forth in the NPA, the Company and the Purchasers' Representative shall promptly deliver Joint Written Instructions directing the Escrow Agent to release the Initial Closing Funds, less the Escrow Fee of Seven Thousand Five Hundred Dollars ($7,500), to the Company by wire trans

Section 3.3 Timing of Release. The Escrow Agent shall effect each release of Escrow Property within one (1) business day following the Escrow Agent's receipt of properly executed Joint Written Instructions that comply with the requirements of Section 3.1, together with any supporting documentation reasonably required by the Escrow Agent. The Escrow Agent shall use commercially reasonable efforts to process all wire t

Section 3.4 Return of Funds to Purchasers. (a) If the Initial Closing does not occur within thirty (30) days following the deposit of the Initial Closing Funds into the Escrow Account, and the Company and the Purchasers' Representative have not delivered Joint Written Instructions for the release of the Initial Closing Funds during such period, then any Purchaser that deposited Initial Closing Funds may deliver writt

Section 3.5 Partial Releases. The Escrow Agent shall not be required to make any partial release of Escrow Property except as expressly provided in this Agreement (including, without limitation, the deduction of the Escrow Fee from the Initial Closing Funds as contemplated by Section 3.2(a)) or pursuant to Joint Written Instructions delivered in accordance with Section 3.1 that expressly authorize a partial release a

ARTICLE 4: INVESTMENT OF ESCROW PROPERTY

Section 4.1 Investment Direction. Pending release in accordance with Article 3, the Escrow Property shall be invested at the written direction of the Company (with the prior written consent of the Purchasers' Representative, which consent shall not be unreasonably withheld, conditioned, or delayed) in one or more of the following categories of permitted investments: (a) direct obligations of, or obligations the timel

Section 4.2 Default Investment. In the absence of written investment instructions from the Company and the Purchasers' Representative, or pending receipt of such instructions, the Escrow Property shall be held in an interest-bearing deposit account at Granite Trust Company, N.A., and the Escrow Agent shall have no liability for the rate of interest earned thereon. The Parties acknowledge that such deposit account may

Section 4.3 Earnings. All interest, income, dividends, or other earnings accrued or received on the Escrow Property shall be credited to the Escrow Account and shall constitute part of the Escrow Property. Upon release of the applicable Closing Funds to the Company in accordance with Article 3, any interest or income earned on such Closing Funds during the period such funds were held in the Escrow Account shall be re

Section 4.4 Risk of Loss. The Escrow Agent shall not be liable for any diminution in value or loss of principal or earnings resulting from the investment or reinvestment of the Escrow Property in accordance with this Article 4, including any loss arising from the liquidation of an investment prior to its maturity date, except to the extent any such loss is directly caused by the Escrow Agent's own gross negligence, w

ARTICLE 5: ESCROW AGENT PROVISIONS

Section 5.1 Duties and Responsibilities. (a) The Escrow Agent's duties and responsibilities are limited exclusively to those expressly set forth in this Agreement. The Escrow Agent undertakes to perform only such duties as are specifically set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. (b) The Escrow Agent is acting solely as a stakeholder with re

Section 5.2 Reliance. (a) The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any notice, instruction, request, consent, certificate, document, direction, or other communication (whether written, oral, or electronic) that the Escrow Agent in good faith believes to be genuine and to have been signed, sent, or presented by the proper Party or Parties or by an authorize

Section 5.3 Limitation of Liability. (a) The Escrow Agent shall not be liable for any act taken or omitted to be taken by it in good faith and believed by it to be authorized or within the rights, powers, or discretion conferred upon it by this Agreement. (b) Without limiting the generality of Section 5.3(a), the Escrow Agent shall not be liable for any loss, cost, damage, or expense arising from: (i) the acts or omi

Section 5.4 Indemnification of Escrow Agent. (a) The Company and each of the Purchasers (severally, and not jointly, in proportion to their respective shares set forth below) shall indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and affiliates (each, an "Indemnified Party") from and against any and all losses, liabilities, claims, actions, suits, proceedings, dema

Section 5.5 Resignation and Removal. (a) Resignation. The Escrow Agent may resign from its duties under this Agreement at any time by giving thirty (30) days' prior written notice of such resignation to the Company and the Purchasers' Representative. Such resignation shall take effect on the date specified in such notice or, if no date is specified, on the thirtieth (30th) day following delivery of such notice. (b) R

Section 5.6 Compensation of Escrow Agent. (a) In consideration for its services under this Agreement, the Escrow Agent shall be entitled to receive from the Company a flat fee of Seven Thousand Five Hundred Dollars ($7,500) (the "Escrow Fee"). The Escrow Fee shall be deducted from the Initial Closing Funds held in the Escrow Account prior to the release of such funds to the Company as provided in Section 3.2(a), and

Section 5.7 Conflicting Instructions; Interpleader. (a) If at any time the Escrow Agent receives or becomes aware of conflicting instructions, claims, or demands from or among the Company, the Purchasers' Representative, or any individual Purchaser with respect to the Escrow Property or any portion thereof, the Escrow Agent shall be entitled to refrain from taking any action (other than to continue to hold and safegu

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

Section 6.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchasers and the Escrow Agent as of the date hereof as follows: (a) Organization and Good Standing. Skybridge Fintech Ltd. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and op

Section 6.2 Representations and Warranties of the Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants to the Company and the Escrow Agent as of the date hereof as follows: (a) Organization and Good Standing. Such Purchaser is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and has all requisite power and authority to own, lease,

Section 6.3 Representations and Warranties of the Escrow Agent. The Escrow Agent hereby represents and warrants to the Company and the Purchasers as of the date hereof as follows: (a) Organization and Existence. Granite Trust Company, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with full power and authority to conduct its banking a

ARTICLE 7: AUTHORIZED REPRESENTATIVES

Section 7.1 Company Authorized Representatives. The Company hereby designates each of the following individuals as authorized representatives of the Company for purposes of this Agreement, including for purposes of executing Joint Written Instructions and delivering notices, instructions, and directions to the Escrow Agent. Any one of the following individuals, acting alone, shall have full authority to execute Joint

Section 7.2 Purchasers' Representative Authorized Representatives. (a) The Purchasers hereby designate Ridgeline Ventures Fund IV, L.P. as the Purchasers' Representative for all purposes of this Agreement, including without limitation for purposes of executing Joint Written Instructions, receiving notices on behalf of the Purchasers, and making decisions and taking actions with respect to the Escrow Property on behal

Section 7.3 Escrow Agent Authorized Representatives. The authorized representative of the Escrow Agent for purposes of this Agreement shall be Angela Petrov, Vice President, or such other person or persons as the Escrow Agent may designate in writing from time to time by notice to the Company and the Purchasers' Representative in accordance with Article 9.

Section 7.4 Changes to Authorized Representatives. Any Party may change its authorized representatives by delivering written notice of such change to each other Party and to the Escrow Agent in accordance with Article 9. Such change shall become effective upon the Escrow Agent's actual receipt of such written notice, and the Escrow Agent shall be entitled to rely upon the most recent list of authorized representative

Section 8.1 Tax Reporting. (a) The Parties hereby agree that, for all federal, state, and local income tax purposes, all interest, income, dividends, or other earnings accrued or received on the Escrow Property shall be treated as the income of the Company and shall be reported as such on all applicable tax returns and information statements. (b) The Escrow Agent shall report all such interest, income, dividends, or

Section 8.2 Tax Withholding. (a) The Escrow Agent shall be entitled to deduct and withhold from any payment or distribution of Escrow Property any amounts required to be deducted and withheld under applicable provisions of the Code, or any applicable state, local, or foreign tax law, rule, or regulation. (b) To the extent that amounts are so deducted and withheld by the Escrow Agent, such amounts shall be treated for

Section 9.1 Form of Notices. All notices, instructions, requests, consents, directions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and received: (a) upon delivery, if delivered personally or by hand; (b) on the next business day after deposit with a nationally recognized overnight courier service (with charges prepaid and written

Section 9.2 Notice Addresses. All notices and other communications hereunder shall be directed to the Parties at the following addresses (or at such other address as any Party may designate by written notice to the other Parties in accordance with this Section): If to the Company: Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801 Attention: Priya Ramanathan, General Counsel Email: pramanathan

ARTICLE 10: GENERAL PROVISIONS

Section 10.1 Governing Law. This Agreement shall be governed by, and construed and enforced 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.

Section 10.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, the Superior Court of the State of Delaware), and the United States District Court for the District of Delaware, in any action, suit, or proceeding arising out of or relating to

Section 10.3 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ESCROW PROPERTY, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF AN

Section 10.4 Entire Agreement. This Agreement, together with the NPA and the other transaction documents referenced therein (including the Exhibits and Schedules hereto and thereto), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, warranties, understandings, and arrangements (both written and oral) among t

Section 10.5 Amendments and Waivers. (a) This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by the Company, the Purchasers' Representative, and the Escrow Agent. No amendment, modification, or supplement shall be effective unless it expressly references this Agreement and states that it constitutes an amendment, modification, or supplement hereto. (b) No failure or del

Section 10.6 Assignment. No Party may assign, delegate, or otherwise transfer its rights, interests, or obligations under this Agreement, in whole or in part, without the prior written consent of the other Parties hereto, and any purported assignment, delegation, or transfer without such consent shall be null and void; provided, however, that (a) the Company may assign its rights and obligations under this Agreement

Section 10.7 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, personal representatives, and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights, remedies, obligations, or liabilities hereunder.

Section 10.8 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the Parties shall negot

Section 10.9 Counterparts; Electronic Signatures. This Agreement 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. Signatures to this Agreement delivered by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original

Section 10.10 Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person (including, without limitation, any creditor of the Company or any Purchaser) any right, benefit, or remedy of any nature whatsoever under or by

Section 10.11 Headings. The headings of the Articles, Sections, Exhibits, and other subdivisions of this Agreement are inserted for convenience of reference only and shall not affect the meaning, construction, or interpretation of this Agreement.

Section 10.12 Relationship to Note Purchase Agreement. In the event of any conflict, inconsistency, or ambiguity between the provisions of this Agreement and the provisions of the NPA with respect to the escrow arrangements contemplated hereby (including, without limitation, the deposit, holding, investment, and release of the Closing Funds), the provisions of this Agreement shall govern and control. Capitalized term

Section 10.13 Termination. (a) This Agreement shall terminate upon the earliest to occur of: (i) the release or return of all Escrow Property held in the Escrow Account in accordance with Article 3 (such that the Escrow Account has a zero balance); (ii) the deposit of all Escrow Property with a court of competent jurisdiction pursuant to Section 5.5(d) or Section 5.7(b); or (iii) the written agreement of all Parties

1. Closing: This release relates to the [Initial Closing / Final Closing]¹ under the Note Purchase Agreement.

2. Amount to be Released: The Escrow Agent is hereby instructed to release from the Escrow Account the aggregate amount of $[__], together with all accrued and unpaid interest or income earned thereon.² [For Initial Closing: The Escrow Agent shall deduct and retain the Escrow Fee of $7,500 from the release amount, such that the net amount released to the Company shall be $[__].]

3. Wire Transfer Instructions: The Escrow Agent is hereby instructed to release the foregoing amount by wire transfer of immediately available funds to the Company's designated operating account in accordance with the following wire transfer instructions: Bank Name: [__] ABA/Routing Number: [__] Account Name: Skybridge Fintech Ltd. Account Number: [__] Reference: [Initial Closing / Final Closing] — NPA dated January