Contract analysis

I. Introduction and Purpose This memorandum constitutes a bring-down and update of the Legal Due Diligence Summary Memorandum prepared by Naomi Petersen and Ryan Kowalski and dated March 28, 2025 (the "Initial DD Memo") in connection with the proposed business combination (the "Transaction") between Skybridge Fintech Ltd. ("Skybridge" or the "Company"), a Delaware corporation headquartered at 1200 Market Street, Suit

1. Confirm or update the diligence findings set forth in the Initial DD Memo for the period from March 28, 2025 through the date hereof, May 28, 2025 (the "Update Period");

2. Identify any new material developments, risks, or issues arising during the Update Period that may affect the Transaction, including with respect to the truth and accuracy of the Company's representations and warranties under the BCA;

3. Assess compliance with the interim operating covenants set forth in Article V of the BCA during the Update Period; and

4. Support the delivery at closing of the Officer's Certificate required under the BCA, which will certify the continued truth and accuracy of the Company's representations and warranties as of the closing date and the absence of a Company Material Adverse Effect (as defined in the BCA). The review period covered by this memorandum encompasses developments from March 28, 2025 through approximately May 28, 2025. We no

II. Methodology In preparing this bring-down memorandum, we employed the following methodology: Data Room Review. We reviewed all updated data room materials uploaded by Skybridge management to the Pemberton Technologies virtual data room (Project Skyway) since March 28, 2025. This included new documents, updated versions of previously reviewed documents, and management-prepared summaries and certifications. A comple

III. Corporate Organization and Good Standing

III.A. Entity Status Skybridge Fintech Ltd. remains a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company's federal employer identification number is 83-2471560. The Company was originally incorporated on June 15, 2018, and has continuously maintained its corporate existence since that date. We confirmed that no amendments to Skybridge's Amended and

III.B. Subsidiaries. No new subsidiaries have been formed, acquired, or organized by Skybridge during the Update Period. As noted in the Initial DD Memo, Skybridge does not have any direct or indirect subsidiaries, and this status remains unchanged. The Company continues to conduct all of its operations directly and not through any subsidiary, affiliate, or joint venture entity.

III.C. Board Composition and Officers There have been no changes to the composition of the Skybridge board of directors or to the officer roster during the Update Period. The officers of the Company continue to be as follows: No resignations, removals, appointments, or elections of directors or officers have occurred, and no such changes are currently contemplated prior to the closing of the Transaction, other than t

IV.A. Updated Capitalization Table We reviewed the updated capitalization table prepared by Skybridge management and dated as of May 15, 2025. We confirm that the pre-Transaction fully diluted ownership of the Company remains materially consistent with the capitalization information set forth in the Initial DD Memo and in the BCA disclosure schedules (Schedule 3.3 — Capitalization). The fully diluted ownership breakd

IV.B. Stock Option and Equity Award Activity We confirmed that Skybridge has not granted any new stock options, restricted stock units, stock appreciation rights, phantom equity awards, or any other equity or equity-linked awards during the Update Period. This is consistent with the interim operating covenant restrictions set forth in Section 5.1(b)(iii) of the BCA, which prohibit the Company from granting or issuing

IV.C. No New Issuances or Transfers No issuances of additional shares of common stock, preferred stock, warrants, convertible notes, convertible instruments, or other equity securities of any kind have occurred during the Update Period. The authorized and outstanding capitalization of Skybridge remains as described in the Initial DD Memo and in the BCA disclosure schedules. We further confirmed that no transfers of s

V.A. Overview. We reviewed the material contracts summary spreadsheet maintained by Skybridge's legal department, as updated through the Update Period, and compared it to the schedule of material contracts prepared in connection with the Initial DD Memo and the BCA disclosure schedules (Schedule 3.13 — Material Contracts). Our review confirms the following: No material contracts have been terminated during the Update

V.B. New Contracts During the Update Period, Skybridge entered into two new customer agreements. Both agreements were entered into in the ordinary course of business, are consistent with the Company's standard form customer terms, and are below the materiality thresholds established in the BCA's interim operating covenants (Section 5.1(b)(viii)), which require Pinnacle's prior written consent for any contract involvi

V.C. Change-of-Control Provisions — Status of Consents and Notices As identified in the Initial DD Memo and the Material Contracts Summary, certain key customer agreements and vendor agreements contain change-of-control notification or consent provisions that are triggered by the Transaction. These contracts are listed in Schedule 3.4(b) to the BCA. Skybridge has commenced the process of sending change-of-control not

V.D. Velthorn Commerce Bank, N.A. Credit Facility The Company's $25,000,000 revolving credit facility under the Credit Agreement dated March 22, 2023, by and among Skybridge, as borrower, and Velthorn Commerce Bank, N.A. (100 Federal Street, Boston, Massachusetts 02110), as administrative agent and lender (the "Velthorn Credit Agreement"), remains outstanding. As of the BCA execution date of April 14, 2025, the outst

VI. Litigation and Proceedings

VI.A. Pending Litigation Updated docket searches were conducted on May 23, 2025, across federal court systems (via PACER) and state court systems in Delaware, California, and New York — the jurisdictions in which Skybridge operates or is subject to jurisdiction. These searches were conducted under the Company's full legal name and common variations thereof. No new lawsuits, arbitrations, mediations, or administrative

VI.B. Threatened Litigation Teresa Okafor confirmed during the bring-down interview conducted on May 13, 2025, that Skybridge has not received any new demand letters, cease-and-desist letters, pre-litigation notices, or written threats of litigation during the Update Period. No informal or verbal threats of litigation known to management have been communicated. The Company is not aware of any facts or circumstances t

VI.C. Governmental Investigations No new governmental investigations, inquiries, examinations, or enforcement actions have been commenced or, to the Company's knowledge, threatened against Skybridge or any of its officers or directors during the Update Period. No subpoenas, civil investigative demands, requests for information, or similar process have been received from any federal, state, or local governmental autho

VI.D. Judgment and Lien Searches Updated UCC filing searches, judgment searches, and lien searches were conducted as of May 23, 2025, in the State of Delaware (including the Delaware Secretary of State's office and the New Castle County Recorder of Deeds) and in the State of California (including the California Secretary of State's office and the San Francisco County Recorder's office). The UCC search results reflect

VII. Employment and Employee Benefits

VII.A. Headcount. Skybridge's employee headcount remains at approximately 340 employees as of the date hereof. No material layoffs, reductions in force, furloughs, or other workforce restructuring events have occurred during the Update Period. No significant hiring events (defined for purposes of this memorandum as the addition of more than ten employees in a single department or function) have occurred during the Up

VII.B. Key Employee Matters No departures of executive officers, senior vice presidents, or other key employees (as identified in the Initial DD Memo and the BCA disclosure schedules) have occurred during the Update Period. No resignation letters, termination notices, or similar communications have been received from any such individuals. No new employment agreements, change-in-control agreements, severance agreement

VII.C. Employee Benefits No material changes to Skybridge's employee benefit plans (including the Company's 401(k) plan, health and welfare plans, and other benefit programs described in the Initial DD Memo) have been implemented during the Update Period. The Company's benefit plans continue to be administered in accordance with their terms and applicable law. The 2025 Equity Incentive Plan of Skybridge Fintech Holdi

VII.D. Labor Relations No union organizing activity, unfair labor practice charges, labor disputes, work stoppages, picketing, or National Labor Relations Board ("NLRB") proceedings have occurred during the Update Period. The Company's workforce remains non-unionized, and no collective bargaining agreements are in effect or under negotiation. No charges have been filed with the Equal Employment Opportunity Commission

VIII.A. Federal and State Tax Compliance Marcus Ellingham confirmed during the bring-down interview conducted on May 14, 2025, that Skybridge remains current on all federal and state income tax filings and payments. All required estimated tax payments have been timely remitted. The Company has timely filed all payroll tax returns and remitted all related withholding amounts, and all sales and use tax returns and rela

VIII.B. Transaction Tax Structure The tax structure of the Transaction is described in the Tax Structure Memorandum prepared by Leonard Cross of Calderwood & Harkness LLP's Tax Department, in consultation with Cedarhurst Advisory Group LLC (55 Railroad Avenue, Suite 200, Greenwich, Connecticut 06830; Martin Cho, Partner, engagement lead). As described in that memorandum, the merger of Merger Sub with and into Skybrid

VIII.C. FIRPTA. Pursuant to the FIRPTA/Withholding Analysis Memorandum prepared by Leonard Cross, Skybridge is not and has not been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code at any time during the applicable testing period. This status has not changed during the Update Period. The Company's assets continue to consist primarily of intangible assets (Intelle

IX.A. Overview. No material changes to Skybridge's intellectual property portfolio have occurred during the Update Period. The Company's IP assets, as described in detail in the Initial DD Memo and in the separate IP Due Diligence Memorandum prepared by the Calderwood & Harkness IP group, remain substantially unchanged. Daniel Hsiao (CTO) confirmed during the bring-down interview conducted on May 20, 2025, the follow

IX.B. Software and Open-Source Compliance No material changes to Skybridge's proprietary cloud-based payment orchestration and embedded-finance software-as-a-service ("SaaS") platform architecture have been made during the Update Period that would affect the IP diligence findings set forth in the Initial DD Memo or the IP Due Diligence Memorandum. The Company's core platform continues to be developed and maintained b

IX.C. Employee IP Assignment Agreements Teresa Okafor confirmed that all new hires joining the Company during the Update Period have executed the Company's standard form employee proprietary information, inventions assignment, and confidentiality agreement (the "PIIA"), consistent with the Company's established policies and practices. No exceptions to the standard PIIA execution requirement have been identified. The

X.A. Money Transmission and Payment Processor Registrations No changes to Skybridge's state money transmitter licensing status have occurred during the Update Period. The Company continues to hold active money transmitter licenses in all states identified in the Initial DD Memo and in the Regulatory and Licensing Memorandum. All license renewal filings have been timely submitted, and all required surety bonds and oth

X.B. BSA/AML Compliance No Bank Secrecy Act ("BSA") or anti-money laundering ("AML") compliance issues have been identified during the Update Period. The Company's BSA/AML compliance program, including its customer identification program, transaction monitoring systems, and suspicious activity reporting procedures, continues to operate in accordance with applicable federal and state requirements. No suspicious activi

X.C. Data Privacy No data breaches, security incidents (including unauthorized access, data exfiltration, or ransomware events), or material privacy complaints have occurred during the Update Period. The Company's information security program continues to operate in accordance with its established policies and applicable regulatory requirements, including the California Consumer Privacy Act ("CCPA"), the California P

X.D. Change-of-Control Impact on Licenses As discussed in detail in the Regulatory and Licensing Memorandum prepared in connection with the Initial DD Memo, certain state money transmitter licenses held by Skybridge require change-of-control notifications, applications, or approvals in connection with the Transaction. The specific states, filing requirements, and anticipated timelines are set forth in the Change-of-C

XI. Real Property No changes to Skybridge's leased real property have occurred during the Update Period. The Company continues to lease the following properties: No new lease agreements have been entered into during the Update Period. No existing leases have been terminated, materially amended, renewed, or extended during the Update Period. No defaults or events of default under any existing lease have occurred, and

XII. Environmental No environmental matters have been identified during the Update Period. Skybridge is a SaaS and software company with no manufacturing, production, warehousing, or industrial operations. The Company does not own any real property. The Company's environmental risk profile remains low, as noted in the Initial DD Memo. No environmental claims, complaints, violations, or regulatory inquiries have been

XIII.A. Existing Coverage Skybridge's existing insurance policies remain in full force and effect with no lapses, cancellations, material modifications, or non-renewals during the Update Period. The Company's insurance portfolio includes the following lines of coverage: • Commercial General Liability • Professional Liability / Errors & Omissions ("E&O") • Cyber Liability / Network Security & Privacy • Commercial Prop

XIII.B. Transaction-Related Insurance Representations and Warranties Insurance. A representations and warranties ("R&W") insurance policy has been bound with Clarendon Mutual Underwriters, Ltd. (Hamilton, Bermuda) under Policy No. CLM-2025-SPAC-04471. The key terms of the R&W policy are as follows: The policy limit of $45,000,000 matches the BCA indemnification cap of 10% of the $450,000,000 deal value. The retention

XIV. Compliance with BCA Interim Operating Covenants During the Update Period, Skybridge has been subject to the interim operating covenants set forth in Article V of the BCA. These covenants require the Company to conduct its business in the ordinary course, consistent with past practice, and prohibit the Company from taking certain specified actions without the prior written consent of Pinnacle. Based on our review

XV. Status of Transaction and Closing Conditions

XV.A. SEC Filing Status The Registration Statement on Form S-4 (SEC File No. 333-294817; CIK: 0001948372) was initially filed with the SEC on April 28, 2025. The Form S-4 registers the shares of common stock of the combined company to be issued in connection with the Transaction, and contains the proxy statement/prospectus to be distributed to Pinnacle shareholders in connection with the extraordinary general meeting

XV.B. Nasdaq Listing The listing application for the shares of common stock of the combined company on Nasdaq under the proposed ticker symbol "SBFT" was submitted to the Nasdaq Listing Qualifications Department on May 5, 2025. The application is currently under review. No deficiency notices, additional information requests, or other issues have been flagged by Nasdaq to date. We anticipate that Nasdaq will issue a c

XV.C. Shareholder Approvals The extraordinary general meeting of Pinnacle shareholders (the "EGM") is projected to be held on or about July 18, 2025, at which Pinnacle shareholders will be asked to approve the following proposals:

1. The Business Combination Proposal (approval of the BCA and the transactions contemplated thereby);

2. The Domestication Proposal (approval of the domestication of Pinnacle from the Cayman Islands to the State of Delaware);

3. The Charter Proposal (approval and adoption of the proposed certificate of incorporation of the combined company);

4. The Incentive Plan Proposal (approval of the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc.);

5. The Director Election Proposal (election of directors to the board of directors of the combined company); and

6. The Adjournment Proposal (adjournment of the EGM, if necessary, to solicit additional proxies). Approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law (simple majority of the votes cast by shareholders present in person or by proxy at the EGM and entitled to vote thereon). Advantage Proxy Advisors, Inc. (17 Ashbury Asset Advisors, Suite 4000, New York, New York 10004

XV.D. PIPE and Backstop All four PIPE Subscription Agreements were executed concurrently with the BCA on April 14, 2025. The PIPE investors and their respective commitment amounts are as follows: Each PIPE Subscription Agreement provides for the purchase of newly issued shares of common stock of the combined company at $10.00 per share, with the closing of the PIPE to occur concurrently with the closing of the Transa

XV.E. Minimum Cash Condition The BCA provides that it shall be a condition to the obligation of Skybridge to consummate the Transaction that the amount of "Available Cash" (as defined in the BCA) at closing shall be no less than $200,000,000 (the "Minimum Cash Condition"). Available Cash is defined to include the aggregate amount of cash held in the trust account (after giving effect to redemptions), the aggregate PI