ESCROW AGREEMENT

ESCROW AGREEMENT
Execution Version
January 15, 2024
This ESCROW AGREEMENT (this "Agreement") is made and entered into as of January 15, 2024 (the "Effective Date"), by and among:
SKYBRIDGE FINTECH LTD., a Delaware corporation (the "Company"), with its principal office at 1400 Market Street, Suite 2200, Wilmington, DE 19801;
RIDGELINE VENTURES FUND IV, L.P., a Delaware limited partnership ("Ridgeline"), with its principal office at 800 Boylston Street, 34th Floor, Boston, MA 02199;
BEACON HILL CAPITAL PARTNERS, LLC, a Delaware limited liability company ("Beacon Hill"), with its principal office at 222 West Adams Street, Suite 3400, Chicago, IL 60606;
NORTHSTAR INNOVATION FUND II, L.P., a Delaware limited partnership ("Northstar"), with its principal office at 555 California Street, Suite 4100, San Francisco, CA 94104;
HALCYON GROWTH EQUITY, L.P., a Delaware limited partnership ("Halcyon"), with its principal office at 1201 Third Avenue, Suite 5600, Seattle, WA 98101;
(Ridgeline, Beacon Hill, Northstar, and Halcyon are referred to herein collectively as the "Purchasers" and each individually as a "Purchaser"); and
GRANITE TRUST COMPANY, N.A., a national banking association (the "Escrow Agent"), with its principal office at 100 Summer Street, Boston, MA 02110.
The Company, the Purchasers, and the Escrow Agent are referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. The Company and the Purchasers are parties to that certain Note Purchase Agreement dated as of January 15, 2024 (the "Note Purchase Agreement" or "NPA"), pursuant to which the Company is issuing and selling to the Purchasers convertible promissory notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000) (collectively, the "Notes"), on the terms and subject to the conditions set forth therein;
B. The Notes bear interest at the rate of 6.00% per annum (600 basis points), calculated as simple interest computed on the basis of a 365-day year for the actual number of days elapsed, and mature on January 15, 2026, unless earlier converted, redeemed, or repaid in accordance with the terms thereof;
C. The NPA contemplates two closings in connection with the issuance and sale of the Notes: (i) an initial closing (the "Initial Closing") involving the purchase and sale of Notes in the aggregate principal amount of Forty-Five Million Dollars ($45,000,000), and (ii) a final closing (the "Final Closing") involving the purchase and sale of additional Notes in the aggregate principal amount of Fifteen Million Dollars ($15,000,000);
D. The Parties desire to establish an escrow arrangement for the deposit, holding, investment, and release of the closing funds to be deposited by the Purchasers in connection with the transactions contemplated by the NPA, as more fully described herein;
E. Granite Trust Company, N.A. has agreed to serve as Escrow Agent and to hold, invest, and release the Escrow Property upon the terms and subject to the conditions set forth in this Agreement; and
F. The Parties have designated the escrow account to be established and maintained by the Escrow Agent as Granite Trust Escrow Account No. 4401-7829-SBF (the "Escrow Account").
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1: DEFINITIONS
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 maintained by the Escrow Agent at Granite Trust Company, N.A. and designated as Granite Trust Escrow Account No. 4401-7829-SBF, together with any sub-accounts established in connection therewith.
"Escrow Fee" means the flat fee of Seven Thousand Five Hundred Dollars ($7,500) payable by the Company to the Escrow Agent in consideration for the Escrow Agent's services under this Agreement, as more fully described in Section 5.6.
"Escrow Property" means all Closing Funds deposited and held in the Escrow Account, together with any interest, income, dividends, or other earnings accrued or received thereon, less any fees, costs, or amounts properly deducted therefrom in accordance with this Agreement.
"Final Closing" means the subsequent closing of the purchase and sale of additional Notes under the NPA, which is scheduled to occur on January 26, 2024 (the "Final Closing Date"), or such other date as may be agreed upon by the Company and the Purchasers in accordance with the NPA.
"Final Closing Amount" means Fifteen Million Dollars ($15,000,000) in the aggregate.
"Final Closing Funds" means the funds deposited by the Purchasers into the Escrow Account in connection with the Final Closing, in the aggregate amount of the Final Closing Amount.
"Initial Closing" means the initial closing of the purchase and sale of Notes under the NPA, which is scheduled to occur on January 15, 2024 (the "Initial Closing Date"), or such other date as may be agreed upon by the Company and the Purchasers in accordance with the NPA.
"Initial Closing Amount" means Forty-Five Million Dollars ($45,000,000) in the aggregate.
"Initial Closing Funds" means the funds deposited by the Purchasers into the Escrow Account in connection with the Initial Closing, in the aggregate amount of the Initial Closing Amount.
"Joint Written Instructions" means written instructions substantially in the form attached hereto as Exhibit A, executed by (a) an authorized representative of the Company as designated in Section 7.1, and (b) an authorized representative of the Purchasers' Representative as designated in Section 7.2, directing the Escrow Agent to release, disburse, or otherwise dispose of all or a portion of the Escrow Property, and delivered to the Escrow Agent in accordance with Article 9.
"Note Purchase Agreement" or "NPA" means that certain Note Purchase Agreement dated as of January 15, 2024, by and among the Company and the Purchasers, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Notes" has the meaning ascribed thereto in Recital A.
"Purchasers' Representative" means Ridgeline Ventures Fund IV, L.P., acting on behalf of all Purchasers for purposes of this Agreement, including without limitation for purposes of executing Joint Written Instructions, receiving notices, and making decisions with respect to the matters contemplated hereby, as further described in Section 7.2.
"Release Conditions" means the conditions to the release of Escrow Property as set forth in Section 3.2.
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) references to "Articles," "Sections," and "Exhibits" are references to Articles, Sections, and Exhibits of this Agreement; (d) the word "including" means "including, without limitation"; (e) references to "dollars" or "$" are references to United States dollars; (f) references to a "business day" mean any day other than a Saturday, Sunday, or a day on which banking institutions in Boston, Massachusetts or Wilmington, Delaware are authorized or required by law to close; and (g) the headings and table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
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 Escrow Agent shall act in a fiduciary capacity only to the extent expressly provided herein and shall otherwise act solely as a stakeholder with respect to the Escrow Property.
(c) The primary contact person at the Escrow Agent for all matters relating to this Agreement shall be Angela Petrov, Vice President, Granite Trust Company, N.A., 100 Summer Street, Boston, MA 02110, or such other person as the Escrow Agent may designate from time to time by written notice to the Company and the Purchasers' Representative in accordance with Article 9.
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 maintain the Escrow Account in accordance with all applicable laws, rules, and regulations, including applicable regulations of the Office of the Comptroller of the Currency. The Escrow Property held in the Escrow Account shall not be subject to any lien, attachment, trustee process, or any other judicial process of any creditor of any Party, and the Escrow Agent shall not grant any security interest in or lien upon the Escrow Property except as otherwise expressly provided herein.
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 provided by the Escrow Agent on or prior to the date hereof. All deposits shall be made in immediately available federal funds and shall be credited to the Escrow Account upon receipt.
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 provided by the Escrow Agent on or prior to the date hereof. All deposits shall be made in immediately available federal funds and shall be credited to the Escrow Account upon receipt.
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 on or prior to the applicable closing date, the Escrow Agent shall promptly notify the Company and the Purchasers' Representative in writing of the identity of such non-depositing Purchaser and the shortfall amount.
(c) The Escrow Agent shall have no obligation to verify that the aggregate deposits received correspond to the Initial Closing Amount or the Final Closing Amount, as applicable, and shall have no liability for any shortfall resulting from a Purchaser's failure to deposit its required amount.
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.
(b) Each set of Joint Written Instructions delivered to the Escrow Agent must specify: (i) the aggregate amount of Escrow Property to be released; (ii) the identity of the recipient and the wire transfer instructions for the account to which such funds are to be transferred; and (iii) the closing to which the release relates (i.e., whether the release is in connection with the Initial Closing or the Final Closing). The Joint Written Instructions shall be substantially in the form attached hereto as Exhibit A.
(c) The Escrow Agent shall not be required to release any Escrow Property except upon receipt of Joint Written Instructions that comply with the requirements set forth in this Section 3.1, except as otherwise expressly provided in Section 3.4 or Section 5.7 of this Agreement or pursuant to a final, non-appealable order of a court of competent jurisdiction.
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 transfer of immediately available funds to the Company's designated operating account in accordance with the wire transfer instructions set forth in Exhibit B hereto. The net amount to be released to the Company at the Initial Closing shall be Forty-Four Million Nine Hundred Ninety-Two Thousand Five Hundred Dollars ($44,992,500), calculated as follows:
Initial Closing Amount: $45,000,000 Less: Escrow Fee: ($7,500) Net Release to Company: $44,992,500
The Escrow Fee of $7,500 shall be retained by the Escrow Agent and shall be deemed earned and non-refundable upon release of the Initial Closing Funds.
(b) Release of Final Closing Funds. Upon satisfaction or waiver of all conditions to the Final 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 Final Closing Funds in the amount of Fifteen Million Dollars ($15,000,000) to the Company by wire transfer of immediately available funds to the Company's designated operating account in accordance with the wire transfer instructions set forth in Exhibit B hereto.
(c) Aggregate Release. The aggregate amount of Escrow Property to be released to the Company across both closings (exclusive of any earnings on the Escrow Property) shall be Fifty-Nine Million Nine Hundred Ninety-Two Thousand Five Hundred Dollars ($59,992,500), consisting of $44,992,500 released at the Initial Closing and $15,000,000 released at the Final Closing. The Escrow Agent shall retain the Escrow Fee of $7,500 from the Initial Closing Funds. Any interest or income earned on the Escrow Property shall be released to the Company together with the applicable Closing Funds as provided in Section 4.3.
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 transfers on the same business day on which it receives compliant Joint Written Instructions, provided that such instructions are received by the Escrow Agent no later than 12:00 p.m. (Eastern Time) on such business day. Joint Written Instructions received after 12:00 p.m. (Eastern Time) may be processed on the following business day.
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 written notice to the Escrow Agent (with a copy to the Company and the Purchasers' Representative) requesting the return of such Purchaser's deposited Initial Closing Funds.
(b) If the Final Closing does not occur within thirty (30) days following the deposit of the Final Closing Funds into the Escrow Account, and the Company and the Purchasers' Representative have not delivered Joint Written Instructions for the release of the Final Closing Funds during such period, then any Purchaser that deposited Final Closing Funds may deliver written notice to the Escrow Agent (with a copy to the Company and the Purchasers' Representative) requesting the return of such Purchaser's deposited Final Closing Funds.
(c) Upon receipt of a notice from a Purchaser under Section 3.4(a) or 3.4(b), the Escrow Agent shall promptly provide a copy of such notice to the Company. If the Company does not deliver to the Escrow Agent, within five (5) business days following the Escrow Agent's receipt of such notice, written instructions objecting to the return of such Purchaser's funds (together with a reasonably detailed explanation of the basis for such objection), the Escrow Agent shall return the applicable Purchaser's deposited Closing Funds, together with any earnings thereon (net of any Escrow Agent fees properly allocable to such funds), to such Purchaser's account in accordance with the wire transfer instructions on file for such Purchaser as set forth in Exhibit B hereto.
(d) If the Company delivers a timely objection to the return of a Purchaser's funds, the Escrow Agent shall be entitled to refrain from taking any action with respect to such funds until it receives Joint Written Instructions from the Company and the Purchasers' Representative, or a final, non-appealable order of a court of competent jurisdiction, directing the disposition of such funds.
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 and specify the amount to be released and the amount to be retained in the Escrow Account.
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 timely payment of the principal of and interest on which are fully guaranteed by, the United States of America, in each case having a remaining maturity of ninety (90) days or less from the date of investment;
(b) money market deposit accounts at Granite Trust Company, N.A. or another federally insured depository institution, or money market mutual funds that are registered under the Investment Company Act of 1940, as amended, and that invest exclusively in obligations described in clause (a) above; or
(c) such other investments as the Company and the Purchasers' Representative may jointly direct in writing, provided that any such investment is approved by the Escrow Agent (such approval not to be unreasonably withheld).
The Escrow Agent shall have no discretion in selecting investments and shall invest only as directed in writing. The Escrow Agent shall not be responsible for any investment losses, including losses on any investment liquidated prior to maturity in order to make a disbursement hereunder.
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 earn interest at rates that are lower than rates available on other investment alternatives.
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 released to the Company together with such Closing Funds. For federal and state income tax purposes, all interest or income earned on the Escrow Property shall be reported to the Internal Revenue Service (the "IRS") under the Company's taxpayer identification number (EIN: 83-2147605), as more fully described in Article 8.
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, willful misconduct, or fraud. The Parties acknowledge that investments in obligations of the United States and money market funds are subject to market risk and that the Escrow Agent makes no representation or warranty as to the performance of any investment.
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 respect to the Escrow Property and shall have no fiduciary duty to any Party other than the duty to hold, invest, and release the Escrow Property in accordance with the express terms of this Agreement.
(c) The Escrow Agent shall have no responsibility or obligation to determine the authenticity of any signature or the authority of any person executing or purporting to execute Joint Written Instructions or any other notice, instrument, or document delivered to the Escrow Agent hereunder, provided that the Escrow Agent acts in good faith in accepting such instructions or documents. The Escrow Agent shall be entitled to assume that any person purporting to give any notice, instruction, or direction in accordance with the provisions of this Agreement has been duly authorized to do so.
(d) The Escrow Agent shall have no duty to solicit any payments, deposits, or contributions that are required to be made to the Escrow Account, and the Escrow Agent shall have no liability for any failure of any Purchaser to make any required deposit.
(e) The Escrow Agent shall have no responsibility for the validity, sufficiency, or enforceability of the NPA, the Notes, or any other agreement or instrument referred to herein, nor shall the Escrow Agent be required to determine whether any condition precedent to the Initial Closing or Final Closing has been satisfied or waived.
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 authorized representative thereof.
(b) The Escrow Agent may consult with legal counsel of its own selection (which counsel may be counsel to any Party hereto or to the Escrow Agent) and shall be fully protected in any action taken or omitted by it in good faith in accordance with the opinion or advice of such counsel. The costs and expenses of such counsel shall be reimbursed by the Company as provided in Section 5.6.
(c) The Escrow Agent shall not be required to institute or defend any legal proceeding relating to this Agreement, the NPA, or the Escrow Property unless the Escrow Agent is indemnified to its satisfaction against all costs, expenses, and liabilities that may be incurred in connection therewith.
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 omissions of any depository institution, securities intermediary, investment manager, or other third party with which the Escrow Property is deposited or invested in accordance with this Agreement;
(ii) the failure of any Party to perform its obligations under this Agreement, the NPA, or any other agreement or instrument;
(iii) any force majeure event, including any act of God, pandemic, epidemic, flood, fire, earthquake, natural disaster, war, terrorism, civil disturbance, labor dispute, power failure, equipment malfunction, interruption of communications or computer facilities, or any other event or circumstance beyond the Escrow Agent's reasonable control; or
(iv) the invalidity, insufficiency, or unenforceability of the NPA, the Notes, or any other agreement, instrument, or document executed in connection with the transactions contemplated thereby.
(c) Notwithstanding anything to the contrary in this Agreement, the Escrow Agent's aggregate liability under or in connection with this Agreement, whether based on contract, tort, strict liability, or any other theory, shall not exceed the amount of the Escrow Fee actually received by the Escrow Agent hereunder.
(d) In no event shall the Escrow Agent be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, including lost profits, lost revenues, or diminution in value, regardless of whether the Escrow Agent has been advised of the possibility of such damages.
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, demands, damages, penalties, costs, and expenses (including reasonable attorneys' fees and disbursements) (collectively, "Losses") arising out of or in connection with the Escrow Agent's acceptance of its appointment hereunder, the performance or non-performance of its duties under this Agreement, or the administration of the Escrow Account, except to the extent any such Losses are finally determined by a court of competent jurisdiction in a final, non-appealable judgment to have been directly caused by the Escrow Agent's gross negligence, willful misconduct, or fraud.
(b) The indemnification obligations of the Purchasers shall be borne by the Purchasers severally, and not jointly, in the following proportions (based on each Purchaser's aggregate commitments under the NPA relative to the total aggregate commitments):
(c) The Company shall be solely responsible for indemnifying the Escrow Agent with respect to any Losses arising from the Company's own acts, omissions, breach of representations or warranties, or failure to perform its obligations under this Agreement.
(d) The obligations of the Parties under this Section 5.4 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.
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) Removal. The Company and the Purchasers' Representative may jointly remove the Escrow Agent at any time by giving thirty (30) days' prior written notice of such removal to the Escrow Agent. Such removal 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.
(c) Appointment of Successor. Upon the resignation or removal of the Escrow Agent, the Company and the Purchasers' Representative shall, within thirty (30) days following the effective date of such resignation or removal, jointly appoint a successor escrow agent that is a national banking association or state-chartered bank with trust powers having combined capital and surplus of not less than $500,000,000. The successor escrow agent shall execute and deliver to the Parties an instrument accepting such appointment.
(d) Interpleader. If the Company and the Purchasers' Representative fail to appoint a successor escrow agent within thirty (30) days following the effective date of the Escrow Agent's resignation or removal, the Escrow Agent shall be entitled to deposit the Escrow Property with a court of competent jurisdiction in the State of Delaware and, upon such deposit, shall be discharged of all further obligations under this Agreement.
(e) Discharge. Upon the delivery of all Escrow Property to a duly appointed successor escrow agent or to a court of competent jurisdiction, the resigning or removed Escrow Agent shall be fully discharged and released from all obligations and liabilities arising under this Agreement after the date of such delivery, and the provisions of Section 5.3 and Section 5.4 shall continue to apply to such resigning or removed Escrow Agent with respect to actions taken or omitted prior to the date of such delivery.
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 the Escrow Agent is hereby authorized to retain the Escrow Fee from the Initial Closing Funds without further instruction or authorization from any Party.
(b) In addition to the Escrow Fee, 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 postage, courier charges, wire transfer fees, and the fees and expenses of counsel retained by the Escrow Agent in connection with disputes or other matters arising under this Agreement.
(c) The obligations of the Company under this Section 5.6 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.
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 safeguard the Escrow Property) until it receives (i) Joint Written Instructions from the Company and the Purchasers' Representative resolving such conflict, or (ii) a final, non-appealable order of a court of competent jurisdiction directing the disposition of the Escrow Property.
(b) The Escrow Agent shall have the right, at any time, to commence an interpleader action or similar proceeding in any court of competent jurisdiction (including the Court of Chancery of the State of Delaware or the United States District Court for the District of Delaware) to resolve any conflict, uncertainty, or dispute regarding the Escrow Property. Upon the filing of such an interpleader action and the deposit of the Escrow Property with the court, the Escrow Agent shall be fully relieved and discharged of all further obligations under this Agreement with respect to the Escrow Property so deposited.
(c) The costs, expenses, and reasonable attorneys' fees incurred by the Escrow Agent in connection with any interpleader action or similar proceeding shall be borne by the Company and the Purchasers in accordance with their respective indemnification obligations set forth in Section 5.4, or as otherwise directed by the court.
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 operate its properties and to carry on its business as currently conducted.
(b) Authorization. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary corporate action, including the Unanimous Written Consent of the Board of Directors of the Company dated January 10, 2024, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the transactions contemplated hereby.
(c) Enforceability. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity.
(d) No Conflicts. The execution, delivery, and performance of this Agreement by the Company do not and will not (i) violate, conflict with, or result in a breach of any provision of the Company's certificate of incorporation or bylaws, each as currently in effect, (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any material agreement, contract, or instrument to which the Company is a party or by which any of its properties or assets is bound, or (iii) violate any applicable law, statute, rule, regulation, order, judgment, or decree of any governmental authority having jurisdiction over the Company or its properties.
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, and operate its properties and to carry on its business as currently conducted.
(b) Authorization. Such Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by such Purchaser have been duly authorized by all necessary action on the part of such Purchaser (including, in the case of a limited partnership, all necessary action by its general partner), and no other proceedings on the part of such Purchaser are necessary to authorize this Agreement or the transactions contemplated hereby.
(c) Enforceability. This Agreement has been duly executed and delivered by such Purchaser and constitutes the legal, valid, and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity.
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 and trust business as currently conducted.
(b) Authorization. The Escrow Agent has full power and authority to execute and deliver this Agreement and to perform its duties and obligations hereunder. The execution, delivery, and performance of this Agreement by the Escrow Agent have been duly authorized by all necessary action on the part of the Escrow Agent.
(c) No Conflicts. The Escrow Agent is not a party to or bound by any agreement, obligation, order, judgment, or decree that would prevent or materially impair the Escrow Agent from performing its obligations under this Agreement.
(d) Enforceability. This Agreement has been duly executed and delivered by the Escrow Agent and constitutes the legal, valid, and binding obligation of the Escrow Agent, enforceable against the Escrow Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity.
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 Written Instructions and take any other action on behalf of the Company under this Agreement:
(a) Arjun Mehta, Chief Executive Officer and Co-Founder;
(b) David Lindstrom, Chief Financial Officer; and
(c) Priya Ramanathan, General Counsel.
The Escrow Agent shall be entitled to rely upon the signature of any one of the foregoing individuals as sufficient authorization from the Company for any action to be taken hereunder.
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 behalf of all Purchasers.
(b) The following individuals, each being a duly authorized officer of Ridgeline Ventures Management IV, LLC, the general partner of Ridgeline Ventures Fund IV, L.P., are hereby designated as the authorized signatories of the Purchasers' Representative. Either of the following individuals, acting alone, shall have full authority to execute Joint Written Instructions and take any other action on behalf of all Purchasers under this Agreement:
(i) Catherine "Kate" Drummond, Managing Partner, Ridgeline Ventures Management IV, LLC; and
(ii) Samuel Okonkwo, Partner (Deal Lead), Ridgeline Ventures Management IV, LLC.
(c) Each Purchaser, by executing this Agreement, hereby acknowledges and consents to the designation of Ridgeline Ventures Fund IV, L.P. as the Purchasers' Representative and authorizes the Purchasers' Representative to act on its behalf for all purposes hereunder. The Escrow Agent shall be entitled to rely upon the actions and instructions of the Purchasers' Representative as the actions and instructions of all Purchasers.
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 representatives on file with the Escrow Agent until it receives notice of any change thereto. The Escrow Agent shall have no liability for acting in accordance with instructions received from a previously authorized representative if the Escrow Agent has not yet received written notice of such representative's replacement or removal.
ARTICLE 8: TAX MATTERS
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 other earnings to the IRS under the Company's employer identification number (EIN: 83-2147605) on IRS Form 1099-INT, Form 1099-DIV, or such other applicable form as may be required under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury regulations promulgated thereunder.
(c) The Company shall provide to the Escrow Agent a completed and duly executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) prior to or contemporaneously with the execution and delivery of this Agreement. A copy of the Company's completed Form W-9 is attached hereto as Exhibit C. The Company shall promptly provide the Escrow Agent with an updated Form W-9 in the event of any change to the information previously provided.
(d) The Escrow Agent shall have no responsibility for the tax consequences to any Party resulting from the execution, delivery, or performance of this Agreement or the deposit, investment, or release of the Escrow Property.
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 all purposes of this Agreement as having been paid to the Party in respect of which such deduction and withholding was made.
(c) The Escrow Agent shall remit all amounts so deducted and withheld to the appropriate taxing authority in accordance with applicable law and shall provide the affected Party with evidence of such remittance upon reasonable request.
ARTICLE 9: NOTICES
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 confirmation of delivery requested); or (c) upon transmission by electronic mail (with confirmation of receipt by the recipient, whether by reply email, read receipt, or other written acknowledgment), provided that any notice delivered solely by electronic mail shall be followed by a copy sent by overnight courier within two (2) business days thereafter.
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@skybridgefintech.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022
Attention: Leonard Ashford
Email: lashford@calderwoodharkness.com
If to the Purchasers' Representative (Ridgeline):
Ridgeline Ventures Fund IV, L.P. c/o Ridgeline Ventures Management IV, LLC 800 Boylston Street, 34th Floor Boston, MA 02199
Attention: Samuel Okonkwo
Email: sokonkwo@ridgelineventures.com
with a copy (which shall not constitute notice) to:
Whitfield, Pratt & Soo LLP One Federal Street, 26th Floor Boston, MA 02110
Attention: Graham Whitfield
Email: gwhitfield@whitfieldprattsoo.com
If to Beacon Hill:
Beacon Hill Capital Partners, LLC 222 West Adams Street, Suite 3400 Chicago, IL 60606
Attention: Joanna Falkner
Email: jfalkner@beaconhillcapital.com
If to Northstar:
Northstar Innovation Fund II, L.P. 555 California Street, Suite 4100 San Francisco, CA 94104
Attention: Wei-Lin Chang
Email: wchang@northstarinnovation.com
If to Halcyon:
Halcyon Growth Equity, L.P. 1201 Third Avenue, Suite 5600 Seattle, WA 98101
Attention: Robert Castillo
Email: rcastillo@halcyongrowth.com
If to the Escrow Agent:
Granite Trust Company, N.A. 100 Summer Street Boston, MA 02110
Attention: Angela Petrov, Vice President
Email: apetrov@granitetrust.com
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 this Agreement or the transactions contemplated hereby, (b) agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in any such court, (c) agrees not to commence any action, suit, or proceeding relating thereto except in any such court, and (d) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
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 ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 10.3.
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 the Parties relating to the escrow arrangement contemplated hereby.
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 delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom enforcement of such waiver is sought.
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 to a successor entity in connection with a merger, consolidation, or sale of all or substantially all of the Company's assets, subject to such successor entity's assumption in writing of all of the Company's obligations hereunder; and (b) any Purchaser may assign its rights and obligations under this Agreement to an affiliate of such Purchaser without the consent of any other Party, provided that such Purchaser shall remain liable for the performance of such obligations unless the assignee affiliate agrees in writing to assume such obligations.
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 negotiate in good faith to replace such invalid, void, or unenforceable provision with a valid and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid, void, or unenforceable provision.
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 graphic and pictorial appearance of a document (including signatures delivered via Brightwater Software, Ashford Health IT, or similar electronic signature platforms) shall be deemed original signatures and shall have the same force and effect as original signatures for all purposes under this Agreement and applicable law.
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 reason of this Agreement. No person other than the Parties hereto and their respective successors and permitted assigns shall be deemed a third-party beneficiary of this Agreement.
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 terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the NPA. Nothing in this Agreement shall be construed to amend, modify, or waive any provision of the NPA except as expressly set forth herein.
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 to terminate this Agreement.
(b) Notwithstanding the foregoing, the following provisions shall survive the termination of this Agreement and shall continue in full force and effect thereafter: Section 5.3 (Limitation of Liability), Section 5.4 (Indemnification of Escrow Agent), Section 5.6 (Compensation of Escrow Agent), Section 10.1 (Governing Law), Section 10.2 (Jurisdiction and Venue), Section 10.3 (Waiver of Jury Trial), and this Section 10.13(b).
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SIGNATURE PAGES TO ESCROW AGREEMENT
IN WITNESS WHEREOF, the Parties have caused this Escrow Agreement to be duly executed and delivered as of the date first written above.
COMPANY:
SKYBRIDGE FINTECH LTD.
By: ________
Name: Arjun Mehta
Title: Chief Executive Officer
Date: January 15, 2024
PURCHASERS:
RIDGELINE VENTURES FUND IV, L.P.
By: Ridgeline Ventures Management IV, LLC,
its General Partner
By: ________
Name: Samuel Okonkwo
Title: Partner
Date: January 15, 2024
BEACON HILL CAPITAL PARTNERS, LLC
By: ________
Name: Joanna Falkner
Title: Managing Director
Date: January 15, 2024
NORTHSTAR INNOVATION FUND II, L.P.
By: Northstar Innovation GP II, LLC,
its General Partner
By: ________
Name: Wei-Lin Chang
Title: Managing Partner
Date: January 15, 2024
HALCYON GROWTH EQUITY, L.P.
By: Halcyon Growth Management, LLC,
its General Partner
By: ________
Name: Robert Castillo
Title: Partner
Date: January 15, 2024
ESCROW AGENT:
GRANITE TRUST COMPANY, N.A.
By: ________
Name: Angela Petrov
Title: Vice President
Date: January 15, 2024
EXHIBIT A
FORM OF JOINT WRITTEN INSTRUCTIONS
[Date]
Granite Trust Company, N.A. 100 Summer Street Boston, MA 02110
Attention: Angela Petrov, Vice President
Re: Escrow Agreement dated January 15, 2024 (the "Escrow Agreement") Granite Trust Escrow Account No. 4401-7829-SBF
Dear Ms. Petrov:
Reference is made to the Escrow Agreement dated as of January 15, 2024 (the "Escrow Agreement"), by and among Skybridge Fintech Ltd. (the "Company"), Ridgeline Ventures Fund IV, L.P., Beacon Hill Capital Partners, LLC, Northstar Innovation Fund II, L.P., and Halcyon Growth Equity, L.P. (collectively, the "Purchasers"), and Granite Trust Company, N.A. (the "Escrow Agent"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Escrow Agreement.
This letter constitutes Joint Written Instructions as defined in, and delivered pursuant to, Section 3.1 of the Escrow Agreement. The undersigned authorized representatives of the Company and the Purchasers' Representative hereby jointly instruct the Escrow Agent as follows:
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 15, 2024
4.  Certification: The undersigned hereby certify that all conditions to the [Initial Closing / Final Closing] set forth in the Note Purchase Agreement have been satisfied or waived as of the date hereof, and that the Company and the Purchasers' Representative are entitled to direct the release of the Escrow Property in accordance with the terms of the Escrow Agreement.
5.  Timing: The Escrow Agent is hereby instructed to effect the wire transfer described above within one (1) business day following receipt of these Joint Written Instructions.
¹ Select the applicable closing. ² Insert the applicable aggregate amount.
COMPANY:
SKYBRIDGE FINTECH LTD.
By: ________
Name: [Authorized Representative]
Title: [Title]
Dat