Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Available Cash" has the meaning ascribed to such term in the BCA; for purposes of this Agreement, Available Cash includes the funds remaining in the Trust Account after payment of Redemptions (i.e., gross trust proceeds net of Redemptions), plus the aggregate gross proceeds of the PIPE Investment, plus

Section 1.2 — Other Definitional Provisions (a) Terms defined in the BCA and used but not otherwise defined herein shall have the respective meanings given to such terms in the BCA. (b) Unless the context otherwise requires, (i) the word "including" (and with correlative meaning, "include" and "includes") means "including, without limitation," (ii) words in the singular include the plural and vice versa, (iii) the te

ARTICLE II — BACKSTOP COMMITMENT

Section 2.1 — Backstop Obligation (a) Subject to the terms and conditions set forth in this Agreement, the Investor hereby irrevocably commits to purchase from Redeeming Shareholders up to 5,000,000 Class A ordinary shares of PGAC (or, following the Domestication, shares of common stock of the Combined Company) at the Per Share Backstop Price of $10.25 per share (the "Backstop Shares"), in connection with the Redempt

Section 2.2 — Mechanics of Backstop Purchase (a) Redemption Notice. Within two (2) business days following the determination of the final redemption results (which is expected to be determined at or around the date of the EGM, currently projected for July 18, 2025), PGAC shall deliver to the Investor a written notice (the "Redemption Notice"), substantially in the form attached hereto as Exhibit A, specifying the fol

Section 2.3 — Partial Redemption Scenarios (a) If the total number of Class A ordinary shares properly tendered for Redemption is less than the Backstop Share Cap of 5,000,000 shares, the Investor shall be obligated to purchase only the number of shares actually tendered for Redemption (and the Investor's obligation with respect to the remaining portion of the backstop commitment shall terminate automatically without

Section 2.4 — Designation Rights (a) The Investor may, in its sole discretion, designate one or more of its affiliates (each, a "Designee") to purchase some or all of the Backstop Shares on behalf of the Investor; provided that: (i) the Investor shall provide written notice to PGAC identifying each Designee no later than five (5) business days prior to the anticipated Closing Date, specifying the number of Backstop S

ARTICLE III — INCENTIVE SHARES

Section 3.1 — Issuance of Incentive Shares (a) As consideration for the Investor's backstop commitment and the services rendered by the Investor in agreeing to purchase Backstop Shares from Redeeming Shareholders, the Combined Company shall issue to the Investor (or its Designees, as applicable), on the Closing Date, a number of newly issued shares of common stock of the Combined Company (the "Incentive Shares") equa

Section 3.2 — Registration of Incentive Shares (a) The Combined Company shall use commercially reasonable efforts to file with the SEC, no later than thirty (30) calendar days following the Closing Date, a registration statement on Form S-1 (or Form S-3, if available at such time) registering the resale of the Incentive Shares by the Investor (or its Designees). The Combined Company shall use commercially reasonable

Section 3.3 — Tax Treatment The Parties intend that the Incentive Shares constitute additional purchase price consideration or an adjustment to the purchase price of the Backstop Shares for U.S. federal income tax purposes. Each Party agrees to file all tax returns and reports consistently with such characterization and shall not take any position on any tax return, or in any tax proceeding or audit, that is inconsis

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE INVESTOR The Investor hereby represents and warrants to PGAC as of the date hereof and as of the Closing Date (except where a representation or warranty speaks expressly as of a specific date, in which case such representation or warranty shall be made only as of such date) as follows:

Section 4.1 — Organization and Authority The Investor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Investor has the requisite limited partnership power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted, and to execute, deliver, and perform this Agreement and the transact

Section 4.2 — Authorization; Binding Effect The execution, delivery, and performance of this Agreement by the Investor, and the consummation by the Investor of the transactions contemplated hereby, have been duly authorized by all necessary partnership action on the part of the Investor, including any required approvals of the Investor's general partner or investment committee. No other partnership proceedings on the

Section 4.3 — No Conflicts The execution, delivery, and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby do not and will not (a) conflict with or violate the Investor's certificate of limited partnership, limited partnership agreement, or any other organizational or governing document of the Investor, (b) conflict with or violate any law, rule,

Section 4.4 — Accredited Investor / Qualified Institutional Buyer Status The Investor is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act and a "qualified institutional buyer" as such term is defined in Rule 144A under the Securities Act. The Investor is not a registered broker-dealer or an entity engaged in the business of being a broker-dealer. The Investor is

Section 4.5 — Investment Intent The Investor is acquiring the Backstop Shares and will acquire the Incentive Shares for the Investor's own account (or for the account of its Designees, as applicable) for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities laws. The Investor acknowledges that the

Section 4.6 — Sophistication and Experience The Investor has such knowledge and experience in financial and business matters, including with respect to investments in special purpose acquisition companies and de-SPAC transactions, that it is capable of evaluating the merits and risks of purchasing the Backstop Shares and receiving the Incentive Shares. The Investor is able to bear the economic risk of its investment

Section 4.7 — Sufficient Funds The Investor has, and at the time the Investor is required to fund the purchase price for the Backstop Shares pursuant to Section 2.2 will have, cash or other immediately available funds sufficient to pay the aggregate purchase price for the Backstop Shares in an amount up to the Maximum Backstop Amount of Fifty-One Million Two Hundred Fifty Thousand Dollars ($51,250,000). The Investor'

Section 4.8 — No Short Sales Neither the Investor nor any of its affiliates has engaged in, and neither the Investor nor any of its affiliates will engage in, any "short sales" (as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as amended) of any securities of PGAC at any time prior to the Closing, including any short sale, establishment of an open "put equivalent position" (within t

Section 4.9 — No Broker Fees No broker, finder, financial advisor, investment banker, or other person is entitled to any brokerage commission, finder's fee, financial advisory fee, or similar payment from the Investor in connection with this Agreement or the transactions contemplated hereby, other than Pemberton Zanthor & Co. in its capacity as PIPE placement agent, whose fees and commissions are the sole responsibil

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF PGAC PGAC hereby represents and warrants to the Investor as of the date hereof and as of the Closing Date (except where a representation or warranty speaks expressly as of a specific date, in which case such representation or warranty shall be made only as of such date) as follows:

Section 5.1 — Organization and Authority PGAC is a Cayman Islands exempted company duly incorporated, validly existing, and in good standing (to the extent such concept is recognized) under the laws of the Cayman Islands. PGAC has the requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted, and to execute, deliver, and perform th

Section 5.2 — Authorization; Binding Effect The execution, delivery, and performance of this Agreement by PGAC, and the consummation by PGAC of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of PGAC, including approval by PGAC's board of directors. No other corporate proceedings on the part of PGAC are necessary to authorize this Agreement or the consumma

Section 5.3 — Capitalization (a) As of the date hereof, the issued and outstanding share capital of PGAC consists of: (i) 30,000,000 Class A ordinary shares, par value $0.0001 per share, all of which are held by the public shareholders of PGAC; (ii) 7,500,000 Class B ordinary shares, par value $0.0001 per share (the "Founder Shares"), all of which are held by the Sponsor, Ridgeway Capital Holdings LLC; (iii) 10,000,0

Section 5.4 — Valid Issuance of Backstop Shares and Incentive Shares The Backstop Shares, when purchased by the Investor and registered in the name of the Investor (or its Designees) in accordance with this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, or similar rights. The Incentive Shares, when issued t

Section 5.5 — Trust Account (a) The Trust Account has been established and is maintained at Glenridge National Bank, N.A., 60 Wall Street, New York, New York 10005, in accordance with the Investment Management Trust Agreement, dated as of October 17, 2023, between PGAC and the Trust Custodian. As of March 31, 2025, the Trust Account had a balance of approximately Three Hundred Twelve Million Six Hundred Thousand Doll

Section 5.6 — SEC Filings PGAC has filed all reports, schedules, forms, statements, and other documents required to be filed by it under the Securities Act and the Securities Exchange Act of 1934, as amended, including all amendments, supplements, and exhibits thereto (the "PGAC SEC Documents"). As of their respective filing dates (or, if amended, as of the date of the last amendment prior to the date hereof), none o

Section 5.7 — No Undisclosed Liabilities PGAC has no material liabilities, debts, or obligations (whether absolute, accrued, contingent, or otherwise, and whether or not required to be reflected or reserved against on a balance sheet in accordance with generally accepted accounting principles) other than (a) liabilities that are reflected or reserved against in the financial statements included in PGAC's Annual Repor

Section 5.8 — Nasdaq Listing PGAC's Class A ordinary shares are listed on the Nasdaq Capital Market, and PGAC is in compliance in all material respects with the applicable continued listing requirements of the Nasdaq Capital Market. PGAC has submitted a listing application with the Nasdaq Capital Market on May 5, 2025 for the listing of the Combined Company's shares of common stock and warrants following the consumma

Section 6.1 — Notice of Redemption Results PGAC shall promptly (and in any event within two (2) business days) notify the Investor of the preliminary and final redemption results following the deadline for PGAC Shareholders to exercise their redemption rights in connection with the EGM, including the total number of shares tendered for Redemption and the estimated per-share redemption price. PGAC shall keep the Inves

Section 6.2 — Cooperation Each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper, or desirable under applicable laws to consummate the transactions contemplated by this Agreement as promptly as practicable, including (a) cooperating with Continental Registrars, Inc. (as Transfer Agent) and Glenridge Natio

Section 6.3 — No Modification of BCA Minimum Cash Condition PGAC shall not, without the prior written consent of the Investor (which consent may be withheld in the Investor's sole and absolute discretion), amend, modify, waive, or consent to any amendment, modification, or waiver of the Minimum Cash Condition (requiring at least $200,000,000 of Available Cash at the Closing) set forth in the BCA, or any definition or

Section 6.4 — Confidentiality (a) Each Party shall, and shall cause its respective representatives, agents, and affiliates to, keep confidential the terms and conditions of this Agreement and the transactions contemplated hereby until such time as a public announcement is made with respect thereto, or disclosure is required by applicable law, regulation of the SEC, rules of the Nasdaq Capital Market, or by order of a

Section 6.5 — Transfer Restrictions on Backstop Shares and Incentive Shares (a) The Backstop Shares and the Incentive Shares shall not be subject to any lock-up, holding period, or transfer restriction other than those imposed by applicable federal and state securities laws (including any restrictions under Rule 144 of the Securities Act) and this Agreement. (b) Notwithstanding Section 6.5(a), the Investor agrees tha

Section 6.6 — Tax Reporting The Parties shall cooperate in good faith with respect to the tax treatment of the transactions contemplated by this Agreement and shall file all tax returns and reports consistently with the characterization described in Section 3.3. Each Party shall promptly notify the other Party if any taxing authority challenges or proposes to challenge the agreed-upon tax treatment.

Section 6.7 — Notification of Changes PGAC shall promptly (and in any event within two (2) business days) notify the Investor in writing of (a) any material amendment, supplement, modification, or waiver of any provision of the BCA (other than amendments that are solely administrative in nature), (b) any change in the projected timeline for the Business Combination, including any change in the projected date of the E

Section 6.8 — Sponsor Forfeiture Acknowledgment The Investor acknowledges and agrees that, pursuant to the Sponsor Support Agreement dated April 14, 2025, by and among the Sponsor, PGAC, and Skybridge, the Sponsor has agreed to forfeit 500,000 Class B ordinary shares (Founder Shares) at the Closing, with an additional 500,000 Class B ordinary shares to be forfeited in the event that Redemptions exceed seventy-five pe

ARTICLE VII — CONDITIONS PRECEDENT

Section 7.1 — Conditions to Investor's Obligation to Purchase Backstop Shares The obligation of the Investor to purchase the Backstop Shares pursuant to Article II is subject to the satisfaction (or waiver in writing by the Investor) of each of the following conditions as of the Closing Date: (a) BCA Not Terminated. The BCA shall not have been terminated in accordance with its terms and shall be in full force and eff

Section 7.2 — Conditions to PGAC's Obligations The obligation of PGAC to consummate the transactions contemplated by this Agreement, including the issuance of the Incentive Shares, is subject to the satisfaction (or waiver in writing by PGAC) of each of the following conditions as of the Closing Date: (a) Representations and Warranties of the Investor. The representations and warranties of the Investor contained in A

Section 8.1 — Termination Events This Agreement shall automatically terminate, without any further action on the part of either Party, upon the earliest to occur of any of the following: (a) Mutual Written Agreement. The mutual written agreement of PGAC and the Investor to terminate this Agreement. (b) Termination of BCA. The valid termination of the BCA in accordance with its terms, for any reason or no reason; prov

Section 8.2 — Effect of Termination (a) Upon the termination of this Agreement pursuant to Section 8.1, this Agreement shall become void and of no further force or effect, and no Party (or any of its affiliates, representatives, or agents) shall have any liability or obligation hereunder or with respect hereto; provided, however, that: (i) no termination of this Agreement shall relieve any Party of liability for any

Section 9.1 — Notices All notices, requests, claims, demands, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) when sent by email (with confirmation of transmission and no bounce-back or error message), (c) one (1) business day after being sent by a nationally recognized overnight courier

Section 9.2 — Entire Agreement This Agreement (together with the Exhibits and Schedules attached hereto), the BCA, the Sponsor Support Agreement, the PIPE subscription agreements, and the other transaction documents referenced herein constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof, and supersede all prior negotiations, representations, warranties, commitments, offe