Common use of Acceptance Fee Clause in Contracts

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement; acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution Trustee - Administration Fee $______ per annum For review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT A [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum and Articles, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public Shareholders. The Company has selected [•] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title:

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement; acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution Trustee - Administration Fee $______ 7,500 per annum For review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT A [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Attn: Xxxxxx Xxxxxx xxxxxxx@xxxxxxxxxxxxxxx.xxx Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital among Drugs Made In America Acquisition Corporation Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”)) and VStock Transfer LLC, as transfer agent for the Company’s securities, dated as of ___[●], 2024 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with___________________ with [●] (the “Target Business”) to consummate a business combination Business Combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date]Account, and to transfer the proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC the Company shall direct on the Consummation Date (including as directed to it by the “Representative”) Underwriters (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [•] awaiting distribution, neither the Company nor the Representative will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) a joint written instruction signed by the Company and the Representative Underwriters with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to Public Shareholders who have properly exercised their redemption rights and payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION Drugs Made In America Acquisition Corp. By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory Partners, XX Xxxxxx LLC division of Kingswood Craft Capital Partners, Management LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Attn: Xxxxxx Xxxxxx xxxxxxx@xxxxxxxxxxxxxxx.xxx Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital among Drugs Made In America Acquisition Corporation Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”)) and VStock Transfer LLC, as transfer agent for the Company’s securities, dated as of ___[●], 2024 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination Business Combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum second amended and Articlesrestated memorandum and articles of association (as may be amended and/or restated from time to time), as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public Shareholders. The Company has selected [•●] as the record effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. The Company further instructs you that you are authorized to coordinate any and all redemption payments payable to the Company’s shareholders requesting redemption with the Company’s transfer agent, VStock Transfer LLC. Very truly yours, Shepherd Ave Capital Drugs Made In America Acquisition Corporation Corp. By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory Partners, XX Xxxxxx LLC division of Kingswood Craft Capital Partners, Management LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Attn: Xxxxxx Xxxxxx xxxxxxx@xxxxxxxxxxxxxxx.xxx Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital among Drugs Made In America Acquisition Corporation Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”)) and VStock Transfer LLC, as transfer agent for the Company’s securities, dated as of ___[●], 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ [●] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, Shepherd Ave Capital Drugs Made In America Acquisition Corporation Corp. By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory Partners, XX Xxxxxx LLC division of Kingswood Craft Capital Partners, Management LLC By: Name: Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Attn: Xxxxxx Xxxxxx xxxxxxx@xxxxxxxxxxxxxxx.xxx Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital among Drugs Made In America Acquisition Corporation Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”)) and VStock Transfer LLC, as transfer agent for the Company’s securities, dated as of ___[●], 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ [●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title:.

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement; acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution Trustee - Administration Fee $______ 7,500 per annum For review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT A [Letterhead of Company] [Insert date] METAL SKY STAR ACQUISITION CORPORATION 100 Xxxx 00xx Xxxxxx, Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 __________, 2022 Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Metal Sky Star Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___March 30, 2024 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement withwith ___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC _____________ (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•Ÿ] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantiallyconsummated, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] certificate of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholdersstockholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION Company Metal Sky Star Acquisition Corporation By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersBxxx Xxx, LLC division of Kingswood Capital Partners, LLC By: Name: Title: Esq. EXHIBIT B [Letterhead of Company] [Insert date] METAL SKY STAR ACQUISITION CORPORATION 100 Xxxx 00xx Xxxxxx, Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 __________, 2022 Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Metal Sky Star Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___March 30, 2024 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum amended and Articlesrestated certificate of incorporation, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public ShareholdersStockholders. The Company has selected [•●] as the record date for the purpose of determining the Public Shareholders Stockholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. The Company further instructs you that you are authorized to coordinate any and all redemption payments payable to the Company’s shareholders requesting redemption with the Company’s stock transfer agent, Vstock Transfer LLC. Very truly yours, Shepherd Ave Capital Acquisition Corporation Company METAL SKY STAR ACQUISITION CORPORATION By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersBxxx Xxx, LLC division of Kingswood Capital Partners, LLC By: Name: Title: Esq. EXHIBIT C [Letterhead of Company] [Insert date] METAL SKY STAR ACQUISITION CORPORATION 100 Xxxx 00xx Xxxxxx, Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 __________, 2022 Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Metal Sky Star Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___March 30, 2024 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, Shepherd Ave Capital Metal Sky Star Acquisition Corporation By: Name: Man Cxxx Xxxxx Title: Acknowledged and acceptedChief Executive Officer cc: SPAC Advisory PartnersBxxx Xxx, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title:Esq.

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and Escrow Agent – includes review of the Investment Management/Trustee Escrow Agreement; acceptance of the Trustee Escrow appointment; setting up of the Trust Escrow Account(s) and associated accounting records; and coordination of receipt of funds, if any, Escrow Information for deposit to the Trust Escrow Account(s). Acceptance Fee payable at time of Trust Escrow Agreement execution Trustee - execution. Escrow Agent Administration Fee Fee: $______ per annum 4,000 For review and execution of SPAC trust ordinary administrative services by Escrow Agent – includes daily routine account management; monitoring claim notices pursuant to the agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as requireddisbursement of Escrow Information in accordance with the agreement. Wilmington Trust’s bid is based on the following assumptions: ● Number of Escrow Accounts to be established: 1 ● Est. Term: Under 12 months ● Escrow funds remain un-invested Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT Exhibit A Extension Notice Date: WILMINGTON TRUST, N.A. 000 Xxxxxx Xxxxxx, Suite 2R New York, NY 10012 Attention: Xxxxx Xxxxxxx Dear Mr./Ms. [Letterhead _____]: In accordance with the terms of CompanySection 1.2(c) an Escrow Agreement dated [ ] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington2020 by and among Ebang International Holdings Inc., DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) a company organized under the laws of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation Cayman Islands (the “Company”) and Wilmington Trust); UNIVEST SECURITIES, National Association LLC (the “TrusteePlacement Agent”), dated as of and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), the Company and Placement Agent hereby notify the Escrow Agent that the Closing Date has been extended from __________, 2024 2020 to __________ __, 2020. Very truly yours, EBANG INTERNATIONAL HOLDINGS INC. By: Name: Title: UNIVEST SECURITIES, LLC By: Name: Xxxxx Xx XXx Title: Chief Operating Officer Exhibit B FORM OF ESCROW DISBURSEMENT INSTRUCTIONS AND RELEASE NOTICE Date: WILMINGTON TRUST, NATIONAL ASSOCIATION 000 Xxxxxx Xxxxxx, Suite 2R New York, NY 10012 Attention: Xxxxx Xxxxxxx Dear Mr./Ms _______: In accordance with the terms of Section 1.2(d) of an Escrow Agreement dated as of June __, 2020 (the “Trust Escrow Agreement”), this is to advise you that by and among Ebang International Holdings Inc., a company organized under the laws of the Cayman Islands (the “Company”); UNIVEST SECURITIES, LLC (the “Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), the Company has entered into an agreement withand the Placement Agent hereby direct the Escrow Agent to distribute all of the Escrow Funds (as defined in the Escrow Agreement) in accordance with the following wire instructions: ___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum and Articles, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public Shareholders. The Company has selected [•] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $$ ____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. ___: $ ________________________: $ Very truly yours, Shepherd Ave Capital Acquisition Corporation EBANG INTERNATIONAL HOLDINGS INC. By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital PartnersUNIVEST SECURITIES, LLC By: Name: Xxxxx Xx Xxx Title:: Chief Operating Officer Exhibit C CIP Form

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement; acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution Trustee - Administration Fee $______ 7,500 per annum For review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT A [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1100 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Denali Capital Acquisition Corporation Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory PartnersUS Tiger Securities, LLCInc. and XX Xxxxxx, division of Kingswood Capital Partners, Benchmark Investment LLC (together, the “RepresentativeRepresentatives”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•●] awaiting distribution, neither the Company nor the Representative Representatives will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION Company By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, Inc. XX Xxxxxx, division of Benchmark Investments, LLC division of Kingswood Xxxxx-Xxxxxx Capital Partners, Group LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1100 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Denali Capital Acquisition Corporation Inc. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___[●], 2024 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum amended and Articlesrestated certificate of incorporation, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public Shareholders. The Company has selected [•●] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Capital Acquisition Corporation Company By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, Inc. XX Xxxxxx, division of Benchmark Investments, LLC division of Kingswood Xxxxx-Xxxxxx Capital Partners, Group LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1100 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Denali Capital Acquisition Corporation Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Shepherd Ave Capital Acquisition Corporation Company By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, Inc. XX Xxxxxx, division of Benchmark Investments, LLC division of Kingswood Xxxxx-Xxxxxx Capital Partners, Group LLC By: Name: Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1100 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Denali Capital Acquisition Corporation Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum amended and Articles restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum amended and Articlesrestated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition Corporation Company By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, Inc. XX Xxxxxx, division of Benchmark Investments, LLC division of Kingswood Xxxxx-Xxxxxx Capital Partners, LLC By: Name: Title:Group LLC

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement; acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution Trustee - Administration Fee $______ 7,500 per annum For review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If any, Billed At Cost Xxx Xxxxx Vice President Wilmington Trust, N.A. (000) 000-0000 xxxxxx@xxxxxxxxxxxxxxx.xxx EXHIBIT A [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Xxxx Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLCXX Xxxxxx Group, division of Kingswood Capital PartnersBenchmark Investments, LLC (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•Ÿ] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholdersstockholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION Xxxx Capital Acquisition Corporation By: Name: Title: Acknowledged Agreed to and acceptedacknowledged by: SPAC Advisory Partners, LLC XX Xxxxxx division of Kingswood Capital PartnersBenchmark Investments, LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Xxxx Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum amended and Articlesrestated certificate of incorporation, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public ShareholdersStockholders. The Company has selected [•] as the record date for the purpose of determining the Public Shareholders Stockholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Xxxx Capital Acquisition Corporation By: Name: Title: Acknowledged Agreed to and acceptedacknowledged by: SPAC Advisory Partners, LLC XX Xxxxxx division of Kingswood Capital PartnersBenchmark Investments, LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Xxxx Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, Shepherd Ave Xxxx Capital Acquisition Corporation By: Name: Title: Acknowledged and acceptedCc: SPAC Advisory PartnersXX Xxxxxx division of Benchmark Investments, LLC division of Kingswood Capital Partners, LLC By: Name: Titlecc: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Shareholder Stockholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Xxxx Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders Stockholders who have properly elected to have their shares of Class A ordinary shares Common Stock redeemed by the Company in connection with a shareholder stockholder vote to approve an amendment to the Company’s Memorandum amended and Articles restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares Class A Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum amended and Articlesrestated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders Stockholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Xxxx Capital Acquisition Corporation By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory Partners, LLC XX Xxxxxx division of Kingswood Capital PartnersBenchmark Investments, LLC By: Name: Title:LLC

Acceptance Fee. Waived WAIVED Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and Escrow Agent – includes review of the Investment Management/Trustee Escrow Agreement; acceptance of the Trustee Escrow appointment; setting up of the Trust Escrow Account(s) and associated accounting records; and coordination of receipt of funds, if any, funds for deposit to the Trust Escrow Account(s). Acceptance Fee payable at time of Trust Escrow Agreement execution Trustee - execution. Escrow Agent Administration Fee (one-time): $______ per annum 4,500 For review and execution of SPAC trust agreement, including KYC review and onboarding; reportingordinary administrative services by Escrow Agent – includes daily routine account management; investment management transactions; cash transaction processing (including wire and check processing); monitoring claim notices pursuant to the Escrow Agreement; disbursement of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investorsfunds in accordance with the Escrow Agreement; and other ongoing administrative services as requiredmailing of trust account statements to all applicable parties. Tax reporting and Tax Payment is included. Wilmington Trust’s fee is based on the following assumptions: • Number of Escrow Accounts to be established: One (1) • Number of Deposits to Escrow Account(s): One (1) • Number of Withdrawals from Escrow Fund(s): Not more than two (2) Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT A ANNEX I [Letterhead of CompanyAttached.] Joint Release Instruction [Insert dateDate] Wilmington Trust, National Association 0000 Xxxxx X. Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 ReAttention: Trust Account No. Termination Letter Ladies and GentlemenHailey Field Email: Pursuant *** To whom it may concern: Reference is hereby made to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”)that certain Escrow Agreement, dated as of June [___], 2024 2023 (the “Trust Escrow Agreement”), by and among (i) Xxxxxx X. Xxxxxxxx, Xx., an individual, and Xxxxxx Xxxxx, an individual (collectively, “Releasor Representatives”), (ii) Malibu Boats, LLC, a Delaware limited liability company (“Releasee Representative” and together with the Releasor Representatives, the “Parties,” and individually, a “Party”), and (iii) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national association, as escrow agent (“Escrow Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Escrow Agreement. By its execution and delivery of this release instruction (this “Instruction”), the undersigned, pursuant to Section 1.2(a) of the Escrow Agreement, hereby irrevocably direct and instruct the Escrow Agent to promptly, but in any event within two (2) Business Days, disburse [a portion of the Escrow Amount] / [the entirety of the funds remaining in the Escrow Account] to each of the payees set forth on Schedule I attached hereto, in each case, in the amounts and in accordance with the wire instructions set forth next to such payee’s name on Schedule I. [The Escrow Agent is further instructed to advise you that take all action necessary to make the Company has entered into disbursement requested herein, including, without limitation, liquidating any unliquidated investments made by the Escrow Agent. Upon final disbursement of the amount set forth herein, the Escrow Agent shall close the Escrow Account in accordance with the Escrow Agent’s customary operating procedures.]1 This letter may be executed in two or more counterparts, each of which when executed shall be deemed to be an agreement withoriginal but all of which when taken together shall constitute one and the same instrument. Delivery of an executed signature page to this notice by facsimile or other electronic transmission (including in Adobe PDF format) will be effective as delivery of a manually executed counterpart to this notice. 1 To be included only in the final Joint Instruction following the Second Escrow Release Date or the payment of a Third-Party Award equal to or in excess of the amounts then remaining in the Escrow Account (as applicable). Very truly yours, RELEASOR REPRESENTATIVES: By: _________________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]Xxxxxx X. Xxxxxxxx, Xx. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum and Articles, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public Shareholders. The Company has selected [•] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account atXxxxxx Xxxxx RELEASEE REPRESENTATIVE: Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital PartnersMALIBU BOATS, LLC By: Name: Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $______________________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged Exhibit B Forms of Qualified Assignment and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: TitleReleases [Attached.] MODEL Qualified Assignment and Release Agreement21 In Accordance With Internal Revenue Code Section 130 “Claimant(s)”:

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement; acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution Trustee - Administration Fee $______ 7,500 per annum For review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT A [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Prime Number Acquisition Corporation I Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory PartnersUS Tiger Securities, LLC, division of Kingswood Capital Partners, LLC Inc. (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholdersstockholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION Prime Number Acquisition I Corp. By: Name: Title: Acknowledged Agreed to and acceptedacknowledged by: SPAC Advisory PartnersPrime Number Capital, LLC division of Kingswood Capital PartnersBy: Name: Title: WestPark Capital, LLC Inc. By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Prime Number Acquisition Corporation I Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum amended and Articlesrestated certificate of incorporation, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public ShareholdersStockholders. The Company has selected [•] as the record date for the purpose of determining the Public Shareholders Stockholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Capital Prime Number Acquisition Corporation I Corp. By: Name: Title: Acknowledged Agreed to and acceptedacknowledged by: SPAC Advisory PartnersPrime Number Capital, LLC division of Kingswood Capital PartnersBy: Name: Title: WestPark Capital, LLC Inc. By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Prime Number Acquisition Corporation I Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Shepherd Ave Capital Prime Number Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC I Corp. By: Name: Title:

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement; acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution Trustee - Administration Fee $______ 7,500 per annum For review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If any, Billed At Cost Xxx Xxxxx Vice President Wilmington Trust, N.A. (000) 000-0000 xxxxxx@xxxxxxxxxxxxxxx.xxx EXHIBIT A [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 00 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North WilmingtonXxxxxx, DE 19890 XX 00000 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Xxxx Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLCXX Xxxxxx Group, division of Kingswood Capital PartnersBenchmark Investments, LLC (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•Ÿ] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholdersstockholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION Xxxx Capital Acquisition Corporation By: Name: Title: Acknowledged Agreed to and acceptedacknowledged by: SPAC Advisory Partners, LLC XX Xxxxxx division of Kingswood Capital PartnersBenchmark Investments, LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 00 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North WilmingtonXxxxxx, DE 19890 XX 00000 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Xxxx Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum amended and Articlesrestated certificate of incorporation, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public ShareholdersStockholders. The Company has selected [•] as the record date for the purpose of determining the Public Shareholders Stockholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Xxxx Capital Acquisition Corporation By: Name: Title: Acknowledged Agreed to and acceptedacknowledged by: SPAC Advisory Partners, LLC XX Xxxxxx division of Kingswood Capital PartnersBenchmark Investments, LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 00 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North WilmingtonXxxxxx, DE 19890 XX 00000 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Xxxx Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, Shepherd Ave Xxxx Capital Acquisition Corporation By: Name: Title: Acknowledged and acceptedCc: SPAC Advisory PartnersXX Xxxxxx division of Benchmark Investments, LLC division of Kingswood Capital Partners, LLC By: Name: Titlecc: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 00 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North WilmingtonXxxxxx, DE 19890 XX 00000 Re: Trust Account No. Shareholder Stockholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Xxxx Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders Stockholders who have properly elected to have their shares of Class A ordinary shares Common Stock redeemed by the Company in connection with a shareholder stockholder vote to approve an amendment to the Company’s Memorandum amended and Articles restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares Class A Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum amended and Articlesrestated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders Stockholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Xxxx Capital Acquisition Corporation By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory Partners, LLC XX Xxxxxx division of Kingswood Capital PartnersBenchmark Investments, LLC By: Name: Title:LLC

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement; acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution Trustee - Administration Fee $______ 6500 per annum For review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If any, Billed At Cost Rxx Xxxxx Vice President Wilmington Trust, N.A. (000) 000-0000 rxxxxx@xxxxxxxxxxxxxxx.xxx EXHIBIT A [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation TradeUP 88 Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of [________], 2024 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with___________________ with [insert name] (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC US Tiger Securities. (the “Representative”) (with respect to the Deferred DiscountShareholder Advisory Fee) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount Shareholder Advisory Fee from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the such notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION TradeUP 88 Corp. By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, LLC division of Kingswood Capital Partners, LLC By: Name: Title: Inc. EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation TradeUP 88 Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___[•], 2024 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum and ArticlesArticles of Association, as described in the Company’s Registration Statement Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ [insert date] and to await distribution to the Public Shareholders. The Company has selected [•] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Capital Acquisition Corporation TradeUP 88 Corp. By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, LLC division of Kingswood Capital Partners, LLC By: Name: Title: Inc. EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation TradeUP 88 Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___[•], 2024 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ $ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Shepherd Ave Capital Acquisition Corporation TradeUP 88 Corp. By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, LLC division of Kingswood Capital Partners, LLC By: Name: Title: Inc. EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation TradeUP 88 Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___[•], 2024 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ Company’s shareholders $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum amended and Articles restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum amended and Articlesrestated memorandum and articles of association. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition Corporation TradeUP 88 Corp. By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, LLC division of Kingswood Capital Partners, LLC By: Name: Title:Inc.

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement; acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution Trustee - Administration Fee $______ 7,500 per annum For review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT A [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1100 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Denali Capital Acquisition Corporation Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory PartnersUS Tiger Securities, LLCInc. and XX Xxxxxx, division of Kingswood Capital Partners, Benchmark Investment LLC (together, the “RepresentativeRepresentatives”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•●] awaiting distribution, neither the Company nor the Representative Representatives will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION Company By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Titlecc: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1100 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Denali Capital Acquisition Corporation Inc. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___[●], 2024 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum amended and Articlesrestated certificate of incorporation, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public Shareholders. The Company has selected [•●] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Capital Acquisition Corporation Company By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Titlecc: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1100 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Denali Capital Acquisition Corporation Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Shepherd Ave Capital Acquisition Corporation Company By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Titlecc: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1100 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Denali Capital Acquisition Corporation Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum amended and Articles restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum amended and Articlesrestated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition Corporation Company By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Titlecc:

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement; acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution Trustee - Administration Fee $______ 7,500 per annum For review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT A [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Denali Capital Acquisition Corporation Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory PartnersUS Tiger Securities, LLCInc. and XX Xxxxxx, division of Kingswood Capital Partners, Benchmark Investment LLC (together, the “RepresentativeRepresentatives”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•●] awaiting distribution, neither the Company nor the Representative Representatives will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION Company By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, Inc. XX Xxxxxx, division of Benchmark Investments, LLC division of Kingswood Capital PartnersXxxxxx Xxxxxxxx, LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Denali Capital Acquisition Corporation Inc. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___[●], 2024 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum amended and Articlesrestated certificate of incorporation, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public Shareholders. The Company has selected [•●] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Capital Acquisition Corporation Company By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, Inc. XX Xxxxxx, division of Benchmark Investments, LLC division of Kingswood Capital PartnersXxxxxx Xxxxxxxx, LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Denali Capital Acquisition Corporation Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Shepherd Ave Capital Acquisition Corporation Company By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, Inc. XX Xxxxxx, division of Benchmark Investments, LLC division of Kingswood Capital PartnersXxxxxx Xxxxxxxx, LLC By: Name: Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Denali Capital Acquisition Corporation Corp. (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum amended and Articles restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum amended and Articlesrestated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition Corporation Company By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, Inc. XX Xxxxxx, division of Benchmark Investments, LLC division of Kingswood Capital PartnersXxxxxx Xxxxxxxx, LLC By: Name: Title:LLC

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in The Acceptance Fee includes the capacity of Trustee and includes review of the Investment ManagementCustodian/Trustee Escrow Agreement; , acceptance of the Trustee appointment; setting up role as Custodian/Escrow Agent, establishment of the Trust Custodian/Escrow Account(s) ), and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution Trustee - Annual Administration Fee: Waived The Annual Administration Fee $______ per annum For review includes the performance of administrative duties associated with the Custodian/Escrow Account including daily account management, generation of account statements to appropriate parties, and execution disbursement of SPAC trust agreement, including KYC review and onboarding; reporting; investment management funds in accordance with the Custodian/Escrow Agreement. Administration Fees are payable annually in advance without proration for partial years. Out of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If anyWaived Out of pocket expenses include postage, Billed At Cost courier, overnight mail, wire transfer, and travel fees. EXHIBIT A [Letterhead of Company] [Insert date] Wilmington TrustE 000-000-0000 xxxxxxxxx@xxxxxxx.xxx February 10, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington2023 In re Novartis and Par Antitrust Litigation, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen1:18-cv-04361 (AKH) Dear Counsel: Pursuant to This letter memorializes the confidential supplemental agreement referenced in Section 1(i) 14 of the Investment Management Trust Agreement Settlement Agreement1 entered into on February 10, 2023, in the above- referenced matter between Shepherd Ave Capital Acquisition Corporation defendants Novartis AG and Novartis Pharmaceuticals Corp. (the “CompanyNovartis”) and Wilmington Trustplaintiffs UFCW Local 1500 Welfare Fund and Law Enforcement Health Benefits, National Association (Inc., individually and on behalf of the “Trustee”)End-Payor Class. As set forth in the Settlement Agreement, dated Novartis has agreed to pay $30,000,000 to settle the claims brought on behalf of the End-Payor Class against Novartis only. The parties agree that if—during the opt-out period prescribed by the Court—one or more members of the End-Payor Class whose combined percentage of the settlement fund based on the plan of allocation accounts for more than % of the total End-Payor settlement fund amount properly opt out of the settlement, Novartis reserves the right to terminate the settlement. If Novartis elects to withdraw from the Settlement Agreement, it shall provide a notice of withdrawal to Plaintiffs’ counsel within 10 days after the opt-out deadline, and the Settlement Agreement shall be terminated in accordance with its terms. Except as supplemented herein, all other terms and conditions of ___, 2024 (the “Trust Agreement”)Settlement Agreement remain in full force and effect. Unless the Court orders otherwise, this is to advise you that the Company has entered into an supplemental agreement with___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance be kept confidential by each party and, upon request of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized 1 All capitalized terms used but not otherwise defined herein shall have the meanings set forth ascribed to them in the Trust Settlement Agreement. In accordance with Court, shall be provided to the terms Court for review and consideration in camera at the time of preliminary approval of the Trust Agreementsettlement, we hereby authorize you to commence to liquidate all final approval of the assets of the Trust Account on [insert date]settlement, and or both. Please acknowledge agreement to transfer proceeds this supplemental agreement to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently Settlement Agreement with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”)signature below. You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION By: Name: Title: Acknowledged Xxxxxx Xxxxxxxx Xxxxxxx, Xxxxxx & Xxxxx LLP Worldwide Plaza 000 Xxxxxx Xxxxxx New York, NY 00000 (000) 000-0000 xxxxxxxxx@xxxxxxx.xxx Counsel for Novartis Pharmaceuticals Corporation and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC Novartis AG By: NameXxxxx X. xxx xxx Xxxxxx XXXXXXX XXXXXX LLC 000 Xxxxxxxxx Xxxxxx Suite 1001 New York, NY 10017 Tel: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association (000) 000-0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum and Articles, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public Shareholders. The Company has selected [•] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title:xxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and Escrow Agent – includes review of the Investment Management/Trustee Escrow Agreement; acceptance of the Trustee Escrow appointment; setting up of the Trust Escrow Account(s) and associated accounting records; and coordination of receipt of funds, if any, Escrow Information for deposit to the Trust Escrow Account(s). Acceptance Fee payable at time of Trust Escrow Agreement execution Trustee - execution. Escrow Agent Administration Fee Fee: $10,000 For ordinary administrative services by Escrow Agent – includes daily routine account management; monitoring claim notices pursuant to the agreement; and disbursement of Escrow Information in accordance with the agreement. Wilmington Trust’s bid is based on the following assumptions: ·Number of Escrow Accounts to be established: 1 ·Est. Term: Under 12 months ·Escrow funds remain un-invested Out-of-Pocket Expenses:Billed At Cost Exhibit A FORM OF ESCROW DISBURSEMENT INSTRUCTIONS AND RELEASE NOTICE Date: WILMINGTON TRUST, NATIONAL ASSOCIATION 00 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx Dear Mr./Ms _______: In accordance with the terms of Section 1.2 of the Escrow Agreement dated as of _______, 2021 (the "Escrow Agreement"), by and between ______ per annum For review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT A [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”), Castle Placement, LLC (“Placement Agent”) and Wilmington TrustWILMINGTON TRUST, National Association NATIONAL ASSOCIATION (the “Trustee”"Escrow Agent"), dated as of ___, 2024 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement withand Placement Agent hereby direct the Escrow Agent to distribute all of the Escrow Funds (as defined in the Escrow Agreement) in accordance with the following wire instructions: ___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum and Articles, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___:$ ___________ and to await distribution to the Public Shareholders. The Company has selected [•] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. ______________:$ ________________________:$ Very truly yours, Shepherd Ave Capital Acquisition Corporation Company By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of :___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $_______________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $______________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners________________ Castle Placement, LLC By: :__________________ Name: Title:Xxxxxxx Xxxxxx

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and Escrow Agent – includes review of the Investment Management/Trustee Escrow Agreement; acceptance of the Trustee Escrow appointment; setting up of the Trust Escrow Account(s) and associated accounting records; and coordination of receipt of funds, if any, Escrow Information for deposit to the Trust Escrow Account(s). Acceptance Fee payable at time of Trust Escrow Agreement execution Trustee - execution. Escrow Agent Administration Fee Fee: $______ per annum 5,000.00 For review and execution of SPAC trust ordinary administrative services by Escrow Agent – includes daily routine account management; monitoring claim notices pursuant to the agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as requireddisbursement of Escrow Information in accordance with the agreement. Wilmington Trust’s bid is based on the following assumptions: · Number of Escrow Accounts to be established: 1 · Est. Term: Under 12 months · Escrow funds remain un-invested Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT Exhibit A [Letterhead FORM OF ESCROW DISBURSEMENT INSTRUCTIONS AND RELEASE NOTICE Date: WILMINGTON TRUST, NATIONAL ASSOCIATION 000 Xxxxxx Xxxxxx, Suite 2R New York, NY 10012 Attention: Xxxxx Xxxxxxx Dear Mr./Ms _______: In accordance with the terms of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i1.2(b) of the Investment Management Trust that certain Escrow Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of _______, 2024 2020 (the "Escrow Agreement"), by and among To the Stars Academy of Arts and Science Inc. (the “Trust AgreementCompany”), this is to advise you that Digital Offering, LLC (“Placement Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION (the "Escrow Agent"), the Company has entered into an agreement withand Placement Agent hereby direct the Escrow Agent to distribute all of the Escrow Funds (as defined in the Escrow Agreement) in accordance with the following wire instructions: ________________________: $ ________________________: $ ________________________: $ Very truly yours, Company By:____________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum and Articles, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public Shareholders. The Company has selected [•] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $_______________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition Corporation Placement Agent By: :___________________ Name: ________________ Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title:_________________ Exhibit B CIP Form

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and Escrow Agent – includes review of the Investment Management/Trustee Escrow Agreement; acceptance of the Trustee Escrow appointment; setting up of the Trust Escrow Account(s) and associated accounting records; and coordination of receipt of funds, if any, Escrow Information for deposit to the Trust Escrow Account(s). Acceptance Fee payable at time of Trust Escrow Agreement execution Trustee - execution. Escrow Agent Administration Fee Fee: $______ per annum 4,000 For review and execution of SPAC trust ordinary administrative services by Escrow Agent – includes daily routine account management; monitoring claim notices pursuant to the agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as requireddisbursement of Escrow Information in accordance with the agreement. Wilmington Trust’s bid is based on the following assumptions: ● Number of Escrow Accounts to be established: 1 ● Est. Term: Under 12 months ● Escrow funds remain un-invested Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT Exhibit A [Letterhead FORM OF ESCROW DISBURSEMENT INSTRUCTIONS AND RELEASE NOTICE Date: WILMINGTON TRUST, NATIONAL ASSOCIATION 000 Xxxxxx Xxxxxx, Suite 2R New York, NY 10012 Attention: Xxxxx Xxxxxxx Dear Mr./Ms. _______: In accordance with the terms of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i1.2(d) of an Escrow Agreement dated as of March [●], 2021 (the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation “Escrow Agreement”), by and among EBANG INTERNATIONAL HOLDINGS INC., a company organized under the laws of the Cayman Islands (the “Company”) and Wilmington Trust); UNIVEST SECURITIES, National Association LLC (the “TrusteePlacement Agent”), dated as of ___and WILMINGTON TRUST, 2024 NATIONAL ASSOCIATION (the “Trust AgreementEscrow Agent”), this is to advise you that the Company has entered into an agreement withand the Placement Agent hereby direct the Escrow Agent to distribute all of the Escrow Funds (as defined in the Escrow Agreement) in accordance with the following wire instructions: ___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum and Articles, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public Shareholders. The Company has selected [•] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $$ ____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. ___: $ ________________________: $ Very truly yours, Shepherd Ave Capital Acquisition Corporation EBANG INTERNATIONAL HOLDINGS INC. By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital PartnersUNIVEST SECURITIES, LLC By: Name: Xxxxx Xx Xxx Title:: Chief Operating Officer Exhibit B CIP Form

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and Escrow Agent – includes review of the Investment Management/Trustee Escrow Agreement; acceptance of the Trustee Escrow appointment; setting up of the Trust Escrow Account(s) and associated accounting records; and coordination of receipt of funds, if any, Escrow Information for deposit to the Trust Escrow Account(s). Acceptance Fee payable at time of Trust Escrow Agreement execution Trustee - execution. Escrow Agent Administration Fee Fee: $______ per annum 4,000 For review and execution of SPAC trust ordinary administrative services by Escrow Agent – includes daily routine account management; monitoring claim notices pursuant to the agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as requireddisbursement of Escrow Information in accordance with the agreement. Wilmington Trust’s bid is based on the following assumptions: ● Number of Escrow Accounts to be established: 1 ● Est. Term: Under 12 months ● Escrow funds remain un-invested Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT Exhibit A Extension Notice Date: __________________ WILMINGTON TRUST, N.A. 000 Xxxxxx Xxxxxx, Suite 2R New York, NY 10012 Attention: Xxxxx Xxxxxxx Dear Mr./Ms. [Letterhead _____]: In accordance with the terms of Company] Section 1.2(c) an Escrow Agreement dated [Insert date] Wilmington Trust●], National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington2021 by and among EBANG INTERNATIONAL HOLDINGS INC., DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) a company organized under the laws of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation Cayman Islands (the “Company”) and Wilmington Trust); UNIVEST SECURITIES, National Association LLC (the “TrusteePlacement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), the Company and Placement Agent hereby notify the Escrow Agent that the Closing Date has been extended from __________ __, 2021 to __________ __, 2021. Very truly yours, EBANG INTERNATIONAL HOLDINGS INC. By: Name: Title: UNIVEST SECURITIES, LLC By: Name: Xxxxx Xx XXx Title: Chief Operating Officer Exhibit B FORM OF ESCROW DISBURSEMENT INSTRUCTIONS AND RELEASE NOTICE Date: WILMINGTON TRUST, NATIONAL ASSOCIATION 000 Xxxxxx Xxxxxx, Suite 2R New York, NY 10012 Attention: Xxxxx Xxxxxxx Dear Mr./Ms _______: In accordance with the terms of Section 1.2(d) of an Escrow Agreement dated as of ___February [●], 2024 2021 (the “Trust Escrow Agreement”), this is to advise you that by and among EBANG INTERNATIONAL HOLDINGS INC., a company organized under the laws of the Cayman Islands (the “Company”); UNIVEST SECURITIES, LLC (the “Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), the Company has entered into an agreement withand the Placement Agent hereby direct the Escrow Agent to distribute all of the Escrow Funds (as defined in the Escrow Agreement) in accordance with the following wire instructions: ___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum and Articles, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public Shareholders. The Company has selected [•] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $$ ____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. ___: $ ________________________: $ Very truly yours, Shepherd Ave Capital Acquisition Corporation EBANG INTERNATIONAL HOLDINGS INC. By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital PartnersUNIVEST SECURITIES, LLC By: Name: Xxxxx Xx Xxx Title:: Chief Operating Officer Exhibit C CIP Form

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement; acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution Trustee - Administration Fee $______ 6500 per annum For review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If any, Billed At Cost Rxx Xxxxx Vice President Wilmington Trust, N.A. (000) 000-0000 rxxxxx@xxxxxxxxxxxxxxx.xxx EXHIBIT A [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition TradeUP Global Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with___________________ with (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC US Tiger Securities. (the “Representative”) (with respect to the Deferred DiscountBusiness Combination Fee) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•●] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount Business Combination Fee from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the such notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION TradeUP Global Corporation By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, LLC division of Kingswood Capital Partners, LLC By: Name: Title: Inc. EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition TradeUP Global Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum and ArticlesArticles of Association, as described in the Company’s Registration Statement Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public Shareholders. The Company has selected [•●] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Capital Acquisition TradeUP Global Corporation By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, LLC division of Kingswood Capital Partners, LLC By: Name: Title: Inc. EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition TradeUP Global Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ $ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Shepherd Ave Capital Acquisition TradeUP Global Corporation By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, LLC division of Kingswood Capital Partners, LLC By: Name: Title: Inc. EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition TradeUP Global Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ Company’s shareholders $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum amended and Articles restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum amended and Articlesrestated memorandum and articles of association. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition TradeUP Global Corporation By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersUS Tiger Securities, LLC division of Kingswood Capital Partners, LLC By: Name: Title:Inc.

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement; acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution Trustee - Administration Fee $______ 6500 per annum For review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If any, Billed At Cost Rxx Xxxxx Vice President Wilmington Trust, N.A. (000) 000-0000 rxxxxx@xxxxxxxxxxxxxxx.xxx EXHIBIT A [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation GOLDEN PATH ACQUISITION CORPORATION (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC _____________ (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•Ÿ] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantiallyconsummated, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] certificate of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholdersstockholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION Company Golden Path Acquisition Corporation By: Name: Shaosen Cheng Title: Acknowledged and acceptedChief Executive Officer cc: SPAC Advisory PartnersBxxx Xxx, LLC division of Kingswood Capital Partners, LLC By: Name: Title: Esq. EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation GOLDEN PATH ACQUISITION CORPORATION (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum amended and Articlesrestated certificate of incorporation, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public ShareholdersStockholders. The Company has selected [•] as the record date for the purpose of determining the Public Shareholders Stockholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. The Company further instructs you that you are authorized to coordinate any and all redemption payments payable to the Company’s shareholders requesting redemption with the Company’s stock transfer agent, Vstock Transfer LLC. Very truly yours, Shepherd Ave Capital Acquisition Corporation Company GOLDEN PATH ACQUISITION CORPORATION By: Name: Shaosen Cheng Title: Acknowledged and acceptedChief Executive Officer cc: SPAC Advisory PartnersBxxx Xxx, LLC division of Kingswood Capital Partners, LLC By: Name: Title: Esq. EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square Xxxxxx North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation GOLDEN PATH ACQUISITION CORPORATION (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Shepherd Ave Capital Golden Path Acquisition Corporation By: Name: Shaosen Cheng Title: Acknowledged and acceptedChief Executive Officer cc: SPAC Advisory PartnersBxxx Xxx, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title:Esq.

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement; acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution Trustee - Administration Fee $______ 7,500 per annum For review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as required. Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT A [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Rxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Golden Star Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___May 1, 2024 2023 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC Ladenburg Txxxxxxx & Co. Inc. (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•●] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholdersstockholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION Company Golden Star Acquisition Corporation By: Name: Title: Acknowledged and acceptedcc: SPAC Advisory PartnersBxxx Xxx, LLC division of Kingswood Capital Partners, LLC By: Name: Title: Esq. EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Rxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Golden Star Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___May 1, 2024 2023 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum amended and Articlesrestated certificate of incorporation, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public ShareholdersStockholders. The Company has selected [•●] as the record date for the purpose of determining the Public Shareholders Stockholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. The Company further instructs you that you are authorized to coordinate any and all redemption payments payable to the Company’s shareholders requesting redemption with the Company’s stock transfer agent, VStock Transfer LLC. Very truly yours, Shepherd Ave Capital Company Golden Star Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Titlecc: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Rxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Golden Star Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___May 1, 2024 2023 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, Shepherd Ave Capital Company Golden Star Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Titlecc: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Rxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Shareholder Stockholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Golden Star Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___May 1, 2024 2023 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders Stockholders who have properly elected to have their Class A ordinary shares Ordinary Shares redeemed by the Company in connection with a shareholder stockholder vote to approve an amendment to the Company’s Memorandum amended and Articles restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum amended and Articlesrestated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders Stockholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Company Golden Star Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Titlecc:

Acceptance Fee. Waived Initial Fees as they relate to Wilmington Trust acting in the capacity of Trustee and Escrow Agent – includes review of the Investment Management/Trustee Escrow Agreement; acceptance of the Trustee Escrow appointment; setting up of the Trust Escrow Account(s) and associated accounting records; and coordination of receipt of funds, if any, Escrow Information for deposit to the Trust Escrow Account(s). Acceptance Fee payable at time of Trust Escrow Agreement execution Trustee - execution. Escrow Agent Administration Fee Fee: $______ per annum 8,500 For review and execution of SPAC trust ordinary administrative services by Escrow Agent – includes daily routine account management; monitoring claim notices pursuant to the agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds; dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services as requireddisbursement of Escrow Information in accordance with the agreement. This fee shall be deducted by Xxxxxx Agent on the date of the first distribution to Company which will occur once $25,000 has been raised by the Issuer. Wilmington Trust’s bid is based on the following assumptions: • Number of Escrow Accounts to be established: 1 • Est. Term: Under 12 months • Escrow funds remain un-invested Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT Exhibit A [Letterhead of Company] [Insert date] Wilmington TrustFORM OF ESCROW DISBURSEMENT INSTRUCTIONS AND RELEASE NOTICE Date: WILMINGTON TRUST, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North WilmingtonNATIONAL ASSOCIATION 000 Xxxx Xxxxxx, DE 19890 Re00xx Floor New York, NY 10172 Attention: Trust Account NoGlobal Capital Markets Dear Mr./Ms. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. _: In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all Section 1.2(b) of the assets Escrow Agreement dated as of July 19, 2023 (the Trust Account on [insert date]"Escrow Agreement"), by and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that SPAC Advisory Partners, LLC, division of Kingswood Capital Partnersbetween GB8 Residential, LLC (the “RepresentativeCompany”), Castle Placement, LLC (“Placement Agent”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [•] awaiting distributionWILMINGTON TRUST, neither the Company nor the Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company NATIONAL ASSOCIATION (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. Very truly yours, SHEPHERD AVE CAPITAL ACQUISITION CORPORATION By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Memorandum and Articles, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________ and to await distribution to the Public Shareholders. The Company has selected [•] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust AgreementEscrow Agent”), the Company and Placement Agent hereby requests that you deliver direct the Escrow Agent to the Company $____________ distribute all of the interest income earned on the Property Escrow Funds in Account #[OMITTED] (as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Escrow Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In ) in accordance with the terms of the Trust Agreementfollowing wire instructions: Account Name/Title $ Bank Name Bank Address ABA# Account# Castle Placement LLC $ Citibank, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account atN.A. ABA#: [OMITTED] Account#: [OMITTED] Wilmington Trust, N.A. $ Very truly yours, Shepherd Ave Capital Acquisition Corporation Company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital PartnersManager Castle Placement, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: EXHIBIT D [Letterhead of Company] [Insert date] Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Square North Wilmington, DE 19890 Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Shepherd Ave Capital Acquisition Corporation (the “Company”) and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A ordinary shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures. Very truly yours, Shepherd Ave Capital Acquisition Corporation By: Name: Title: Acknowledged and accepted: SPAC Advisory Partners, LLC division of Kingswood Capital Partners, LLC By: Name: Title:Managing Partner