Contract analysis

Section 1.1 Purpose. The purpose of the Skybridge Fintech Holdings, Inc. 2025 Equity Incentive Plan (the "Plan") is to attract, retain, and motivate employees, members of the Board of Directors, consultants, and other service providers of Skybridge Fintech Holdings, Inc. (the "Company") and its Subsidiaries by providing equity-based and cash-based compensation opportunities that align the interests of such individual

Section 1.2 Adoption in Connection with the Business Combination. The Plan is being adopted by the Board of Directors of the Company in connection with the consummation of the Business Combination, pursuant to which Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company (the "SPAC"), will domesticate as a Delaware corporation and combine with the Company. Upon the closing of the Business Combination, th

Section 1.3 Types of Awards. Awards granted under the Plan may include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Other Stock-Based Awards, and Cash Awards, each as more particularly described herein. The Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted

ARTICLE II — DEFINITIONS As used in the Plan, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them elsewhere in the Plan.

Section 2.1 "Affiliate" means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company, as determined in accordance with Rule 405 promulgated under the Securities Act.

Section 2.2 "Applicable Law" means the requirements relating to the administration of equity-based compensation plans under United States federal and state securities laws, the Code (including, without limitation, Sections 409A, 421, 422, and 424 thereof), the Delaware General Corporation Law, the rules and regulations of Nasdaq, and any other applicable laws, rules, regulations, or governmental or regulatory require

Section 2.3 "Award" means any award granted under the Plan, including Options (both Incentive Stock Options and Non-Qualified Stock Options), Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Other Stock-Based Awards, and Cash Awards, in each case as evidenced by an Award Agreement.

Section 2.4 "Award Agreement" means the written or electronic agreement, notice, certificate, or other document entered into between the Company and a Participant evidencing the grant of an Award and specifying the terms and conditions thereof, including any amendments or supplements thereto. Each Award Agreement shall be subject to and incorporate the terms and conditions of the Plan.

Section 2.5 "Board" means the Board of Directors of the Company.

Section 2.6 "Business Combination" means the transactions contemplated by that certain Business Combination Agreement, dated as of [●], 2024, by and among Pinnacle Growth Acquisition Corp., [Merger Sub], and the Company, as the same may be amended, supplemented, or otherwise modified from time to time, pursuant to which, among other things, the SPAC will domesticate as a Delaware corporation and combine with the Comp

Section 2.7 "Cause" means, with respect to any Participant, "Cause" as defined in such Participant's Award Agreement or, if not defined therein, as defined in such Participant's employment agreement, offer letter, or other written agreement with the Company or any Subsidiary. In the absence of any such definition, "Cause" shall mean, as determined by the Committee in its sole discretion: (a) such Participant's commis

Section 2.8 "Change in Control" means the occurrence of any of the following events: (a) Ownership Change. Any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than (i) the Company or any Subsidiary, (ii) any employee benefit plan of the Company or any Subsidiary, or (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially t

Section 2.9 "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations and other interpretive guidance promulgated thereunder.

Section 2.10 "Committee" means the Compensation Committee of the Board, or such other committee as may be designated by the Board to administer the Plan. The Committee shall consist of not less than two (2) members of the Board, each of whom shall qualify as (a) a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act and (b) an "independent director" within the meaning of the app

Section 2.11 "Common Stock" means the common stock, par value $[●] per share, of the Company, or such other securities as may be substituted therefor pursuant to Article IV.

Section 2.12 "Company" means Skybridge Fintech Holdings, Inc., a Delaware corporation, which shall be the surviving entity following the consummation of the Business Combination and the domestication of Pinnacle Growth Acquisition Corp. as a Delaware corporation, or any successor thereto.

Section 2.13 "Consultant" means any natural person who provides bona fide services to the Company or any Subsidiary, other than services provided in connection with the offer or sale of securities in a capital-raising transaction, and who is eligible to receive Awards registered on a Registration Statement on Form S-8 promulgated by the Securities and Exchange Commission under the Securities Act.

Section 2.14 "Disability" means, with respect to any Participant: (a) for purposes of Incentive Stock Options, a permanent and total disability within the meaning of Section 22(e)(3) of the Code; and (b) for all other purposes, a condition under which the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to re

Section 2.15 "Effective Date" means the date of the closing of the Business Combination, subject to approval of the Plan by the stockholders of Pinnacle Growth Acquisition Corp. at the Extraordinary General Meeting held in connection with the Business Combination.

Section 2.16 "Eligible Person" means any Employee, Consultant, or non-employee Director of the Company or any Subsidiary who is eligible to receive Awards under the Plan. Notwithstanding the foregoing, Incentive Stock Options may be granted only to Employees of the Company or a Subsidiary within the meaning of Section 424 of the Code.

Section 2.17 "Employee" means any person treated as an employee of the Company or any Subsidiary for purposes of applicable tax withholding. The payment of a director's fee by the Company or any Subsidiary shall not be sufficient, by itself, to constitute "employment" of such director by the Company or such Subsidiary.

Section 2.18 "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.

Section 2.19 "Exercise Price" means, with respect to any Option or Stock Appreciation Right, the per-share price at which shares of Common Stock may be purchased upon exercise of such Option or Stock Appreciation Right, as set forth in the applicable Award Agreement.

Section 2.20 "Fair Market Value" means, as of any date of determination: (a) if the Common Stock is listed on Nasdaq or another national securities exchange, the closing sales price per share of Common Stock as reported on such exchange on the date of determination, or if no sales of Common Stock are reported on such exchange on such date, the closing sales price on the last preceding day on which sales of Common Sto

Section 2.21 "Fiscal Year" means the fiscal year of the Company as in effect from time to time.

Section 2.22 "Good Reason" means, with respect to any Participant, "Good Reason" as defined in such Participant's Award Agreement or, if not defined therein, as defined in such Participant's employment agreement, offer letter, or other written agreement with the Company or any Subsidiary. In the absence of any such definition, "Good Reason" shall mean the occurrence, without the Participant's express written consent,

Section 2.23 "Incentive Stock Option" or "ISO" means an Option that is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Code and the Treasury Regulations promulgated thereunder.

Section 2.24 "Nasdaq" means The Nasdaq Stock Market LLC, or any successor securities exchange.

Section 2.25 "Non-Qualified Stock Option" or "NQSO" means an Option that is not intended to qualify as, or does not qualify as, an Incentive Stock Option.

Section 2.26 "Option" means a right granted under Article VI of the Plan to purchase a specified number of shares of Common Stock at a stated Exercise Price, which may be designated as an Incentive Stock Option or a Non-Qualified Stock Option.

Section 2.27 "Other Stock-Based Award" means an Award granted under Section 11.1 of the Plan that is denominated in, valued by reference to, or otherwise based on or related to, shares of Common Stock.

Section 2.28 "Participant" means any Eligible Person who has been granted an Award under the Plan that remains outstanding, including any Award that has been exercised but with respect to which shares have not yet been delivered.

Section 2.29 "Performance Award" means an Award granted under Article X of the Plan, the vesting, exercisability, or settlement of which is conditioned, in whole or in part, upon the attainment of specified Performance Goals over a designated Performance Period.

Section 2.30 "Performance Goals" means the objective or subjective criteria established by the Committee for a Performance Period, based upon one or more of the performance measures set forth in Section 10.2 or such other criteria as the Committee may determine in its discretion, measured on an absolute basis or relative to one or more peer group companies, indices, budgets, forecasts, or other standards, and which m

Section 2.31 "Performance Period" means the period of time during which Performance Goals applicable to a Performance Award are measured, as specified in the applicable Award Agreement.

Section 2.32 "Restricted Stock" means shares of Common Stock granted under Article VIII of the Plan that are subject to restrictions on transferability and/or a substantial risk of forfeiture, as set forth in the applicable Award Agreement.

Section 2.33 "Restricted Stock Unit" or "RSU" means a right granted under Article IX of the Plan to receive shares of Common Stock (or cash, or a combination thereof) upon the satisfaction of specified vesting conditions, as set forth in the applicable Award Agreement.

Section 2.34 "Securities Act" means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

Section 2.35 "Stock Appreciation Right" or "SAR" means a right granted under Article VII of the Plan to receive payment, in shares of Common Stock, cash, or a combination thereof, equal to the excess of the Fair Market Value of a specified number of shares of Common Stock on the date of exercise over the Exercise Price of such right.

Section 2.36 "Subsidiary" means (a) for purposes of Incentive Stock Options, any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such cha

Section 2.37 "Termination of Service" means the date on which a Participant ceases to be an Employee, Consultant, or non-employee Director of the Company or any Subsidiary, as applicable. For purposes of the Plan, a Participant's Termination of Service shall not be deemed to have occurred by reason of a transfer of the Participant between the Company and any Subsidiary or between two Subsidiaries, or by reason of a c

Section 2.38 "Ten Percent Stockholder" means an individual who, at the time of grant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary, within the meaning of Section 422(b)(6) of the Code, taking into account the attribution rules of Section 424(d) of the Code.

Section 3.1 Committee Authority. The Plan shall be administered by the Committee. In the event that a Committee has not been designated by the Board, or no Committee is then serving, the full Board shall serve as the Committee and shall have all of the powers and authority granted to the Committee hereunder. Subject to the terms of the Plan and Applicable Law, the Committee shall have full power and authority to: (a)

Section 3.2 Delegation. To the extent permitted by Applicable Law, the Committee may delegate to one or more officers of the Company (each, a "Delegatee") the authority to grant Awards to Eligible Persons who are not "officers" within the meaning of Section 16 of the Exchange Act, not members of the Board, and not otherwise subject to Section 16 of the Exchange Act, and to determine the terms and conditions of such A

Section 3.3 Decisions Final and Binding. All determinations, decisions, and interpretations made by the Committee (or any Delegatee, to the extent of its delegated authority) with respect to the Plan or any Award shall be final, conclusive, and binding on all persons, including the Company, its stockholders, any Subsidiary, any Participant, any holder or beneficiary of any Award, and any person claiming rights under

Section 3.4 Indemnification. Each member of the Committee, each member of the Board, and each officer or employee of the Company or any Subsidiary to whom authority has been delegated under Section 3.2 shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys' fees and expenses) that may be imposed upon or reasonably incurred by such person in co

ARTICLE IV — SHARES SUBJECT TO THE PLAN

Section 4.1 Share Reserve. Subject to adjustment as provided in Section 4.4, the maximum aggregate number of shares of Common Stock that may be issued under the Plan shall be [●] shares of Common Stock (the "Share Reserve"). For the avoidance of doubt, the Share Reserve represents the total number of shares of Common Stock that may be issued or transferred pursuant to Awards granted under the Plan, and is intended to

Section 4.2 Incentive Stock Option Limit. Subject to adjustment as provided in Section 4.4, the maximum aggregate number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options granted under the Plan shall be [●] shares of Common Stock.

Section 4.3 Share Counting; Recycling. (a) General. Each share of Common Stock subject to an Award granted under the Plan shall reduce the Share Reserve by one (1) share. (b) Shares Returned to Reserve. If any Award is forfeited, cancelled, or expires without having been fully exercised or settled, or if any Award is settled in cash rather than in shares of Common Stock, the shares of Common Stock subject to such Awa

Section 4.4 Adjustments for Changes in Capitalization. (a) Adjustment Events. In the event that any dividend (other than ordinary cash dividends), stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, spin-off, split-up, repurchase, exchange of shares, issuance of warrants or other rights to acquire Common Stock, or other similar corporate event or tra

Section 4.5 Non-Employee Director Award Limits. Notwithstanding any provision of the Plan to the contrary, the aggregate grant date fair value of equity Awards granted under the Plan (computed as of the date of grant in accordance with applicable financial accounting rules) and cash fees paid by the Company to any non-employee Director in any single Fiscal Year shall not exceed $[●]; provided, however, that the foreg

Section 5.1 Eligible Persons. Awards may be granted under the Plan to Employees, Consultants, and non-employee Directors of the Company and its Subsidiaries, as determined by the Committee. Notwithstanding the foregoing, Incentive Stock Options may be granted only to Employees of the Company or a Subsidiary within the meaning of Section 424 of the Code. An Eligible Person who has been granted an Award may, if otherwi

Section 5.2 Determination by Committee. The Committee shall, in its sole discretion, determine which Eligible Persons shall be granted Awards under the Plan, the type and terms of each Award, the number of shares of Common Stock or cash amount subject to each Award, and all other terms and conditions of each Award. The Committee's determination of the Eligible Persons to receive Awards and the terms and conditions th

Section 6.1 Grant of Options. Subject to the terms and conditions of the Plan, the Committee may grant Options to Eligible Persons at any time and from time to time. Each Option granted under the Plan shall be designated as either an Incentive Stock Option or a Non-Qualified Stock Option. In the absence of any designation, an Option shall be deemed to be a Non-Qualified Stock Option. Subject to Section 6.6, the Commi

Section 6.2 Exercise Price. The Exercise Price per share of Common Stock subject to each Option shall be determined by the Committee and set forth in the applicable Award Agreement; provided, however, that: (a) the Exercise Price per share shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant of such Option; and (b) in the case of an Incentive Stock