Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the legal due diligence findings of Calderwood & Harkness LLP ("C&H") with respect to Skybridge Fintech Ltd., a Delaware corporation ("Skybridge," "SBF," or the "Company"), conducted in connection with the proposed approximately $450,000,000 de-SPAC business combination (the "Transaction") between Skybridge and Pinnacle Growth Acquisition Corp., a Cayman Islands exempte

II. CORPORATE ORGANIZATION AND GOOD STANDING A. Formation and Organizational History Skybridge Fintech Ltd. was incorporated under the laws of the State of Delaware on June 15, 2018, as evidenced by its Certificate of Incorporation filed with the Delaware Secretary of State on that date. The Company's Employer Identification Number is 83-2471560. The Company was founded by Priya Chandrasekaran, who continues to serve

1. California (qualification effective September 10, 2018)

2. New York (qualification effective January 22, 2019)

3. Texas (qualification effective March 15, 2020)

4. Illinois (qualification effective June 8, 2021)

5. Florida (qualification effective November 3, 2021)

6. Georgia (qualification effective February 17, 2022)

7. Massachusetts (qualification effective July 29, 2022) We requested Certificates of Good Standing (or their equivalent) from each of these states. As of the date of this memorandum, we have received good standing certificates from Delaware, California, New York, Texas, and Florida. Certificates from Illinois, Georgia, and Massachusetts have been requested but not yet received. The status of all good standing certif

III. CAPITALIZATION A. Authorized and Outstanding Capital Stock Pursuant to the Company's current Amended and Restated Certificate of Incorporation, the authorized share capital of Skybridge consists of: • Common Stock: 100,000,000 shares of Common Stock, par value $0.001 per share; and • Preferred Stock: 50,000,000 shares of Preferred Stock, par value $0.001 per share, of which: • 15,000,000 shares are designated as

Section 409A Compliance. We reviewed the Company's 409A valuation reports, which were prepared by an independent valuation firm (Fairhaven Valuation Services LLC) at the time of each round of option grants. Based on our review, the exercise prices for all options granted under the 2019 Plan were set at or above the fair market value of the Company's Common Stock as of the applicable grant date, as determined by the c

IV. MATERIAL CONTRACTS A. Overview. We conducted a review of all contracts identified by the Company's management as material to Skybridge's business, as well as any additional contracts identified by C&H as meeting quantitative or qualitative materiality thresholds. For purposes of this review, we considered a contract to be material if it (i) involved annual payments or commitments in excess of $500,000, (ii) conta

I. Consent and Notice Requirements Summary The following table summarizes all contracts that require consent, notice, or that contain change-of-control provisions triggered by the Transaction: We recommend that the Company continue its consent solicitation efforts and provide all required notices in a timely manner prior to closing. The status of these efforts should be confirmed in the Bring-Down Due Diligence Memor

V. INTELLECTUAL PROPERTY A. Overview. Skybridge's principal intellectual property asset is its proprietary cloud-based payment orchestration and embedded-finance SaaS platform (the "Skybridge Platform"). The Platform enables mid-market financial institutions and neobanks to route payment transactions, manage compliance workflows, embed lending and payment capabilities, and access real-time analytics through a unified

VI. LITIGATION AND PROCEEDINGS A. Pending Litigation Based on our review of the Company's records, management representations, and searches of public court dockets in Delaware, California (state and federal), and the federal PACER system, no lawsuits, arbitrations, or administrative proceedings are currently pending against or by Skybridge. B. Threatened Litigation We reviewed the Company's correspondence files and c

VII. EMPLOYMENT AND BENEFITS MATTERS A. Employee Overview As of the date of this memorandum, Skybridge employs approximately 340 full-time employees. The geographic distribution of the Company's workforce is approximately as follows: The Company does not have any employees located outside of the United States. B. Employment Agreements We reviewed the individual employment agreements of the Company's four named execut

I. Key Employment Risk Items The following employment-related risk items have been identified and are summarized in Section XII: (i) Single-trigger acceleration of unvested equity awards for three named executive officers upon closing (requires disclosure; medium severity); (ii) Independent contractor classification review recommended, particularly for California-based contractors (medium severity); (iii) H-1B and L-

VIII. TAX MATTERS A. Overview. Tax due diligence was conducted by C&H in coordination with Leonard Cross, Specialist Partner