Contract analysis

1. Consent to Early Release and Waiver Broadmark Capital Inc. hereby consents to the early release and waiver of the lock-up restrictions set forth in the Lock-Up Agreements, solely with respect to the Selling Stockholders identified above, and solely with respect to the following shares of Common Stock: (a) up to 6,250,000 shares of Common Stock to be offered and sold by the Selling Stockholders in the base Secondar

2. Waiver of Advance Notice Requirement Broadmark acknowledges that Section 5(b) of each Lock-Up Agreement provides that any waiver or early release of the lock-up restrictions granted by the IPO Lead Underwriters shall not become effective until fourteen (14) calendar days after the Company and the applicable locked-up stockholder have been provided with written notice of such waiver or early release. Given that (a)

3. Conditions to Consent This consent is conditioned upon, and shall only become effective upon, the satisfaction of each of the following conditions: (a) Registration Statement. The Secondary Offering shall be conducted as a registered selling-stockholder secondary offering under the Company's Form S-3 shelf registration statement (File No. 333-274851), and a prospectus supplement relating to the Secondary Offering

4. Limitation of Consent This consent is limited solely and exclusively to the specific transaction and the specific shares of Common Stock described herein. Nothing in this consent shall be construed as: (a) a modification, amendment, or waiver of any other term, provision, or condition of the Lock-Up Agreements, all of which remain in full force and effect except as expressly waived herein; (b) establishing a cours

5. Governing Law This consent 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 laws 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.

6. Counterparts; Electronic Delivery This consent 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. Delivery of an executed counterpart of this consent by email (including in .pdf format) or other electronic transmission shall be effective as delivery of a manually executed original counterpart. [Signature Pag