Contract analysis

Section 1.1 Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: "Acquiror" means Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company (and, after the Domestication, a Delaware corporation renamed Skybridge Fintech Holdings, Inc.). "Acquiror Board" means the board of directors of Acquiror. "Acquiror Class A Ordinary Shares" means the Class A ordinary s

Section 1.2 Rules of Construction. Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," "Exhibi

ARTICLE II THE MERGER; DOMESTICATION

Section 2.1 The Domestication. (a) Immediately prior to the Effective Time and subject to the satisfaction or waiver of all conditions set forth in Article IX (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), Acquiror shall cause the Domestication to be effected by (i) filing a Certificate of Domesticatio

Section 2.2 The Merger. (a) At the Effective Time, and subject to and upon the terms and conditions of this Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub shall be merged with and into the Company, the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall continue as the Surviving Corporation and a wholly owned subsidiary of the Combined Company. (

Section 2.3 Closing; Effective Time. (a) The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at 10:00 a.m. (Eastern Time) on the third (3rd) Business Day following the satisfaction or waiver of the last of the conditions set forth in Article IX to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the

Section 2.4 Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement, the Certificate of Merger, and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time: (a) all of the property, rights, privileges, powers, and franchises of the Company and Merger Sub shall vest in the Surviving

Section 2.5 Governing Documents of the Surviving Corporation. At the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall be amended and restated in their entirety in the forms attached hereto as Exhibit A-1 and Exhibit A-2, respectively, and as so amended and restated shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended i

Section 2.6 Directors and Officers of the Surviving Corporation. At the Effective Time, the directors and officers of the Surviving Corporation shall be such Persons as shall be designated by the Company prior to the Closing Date, subject to the prior approval of Acquiror (such approval not to be unreasonably withheld, conditioned, or delayed). The directors and officers so designated shall hold office in accordance

Section 2.7 Amended and Restated Certificate of Incorporation and Bylaws of the Combined Company. At the Effective Time, and in connection with the Domestication, the certificate of incorporation and bylaws of the Combined Company (Skybridge Fintech Holdings, Inc.) shall be in the forms attached hereto as Exhibit B-1 and Exhibit B-2, respectively, until thereafter amended in accordance with their terms and the applic

Section 2.8 Directors and Officers of the Combined Company. The board of directors and officers of the Combined Company at the Effective Time shall be as mutually agreed by the Parties in writing prior to the Closing. The initial board of directors of the Combined Company is expected to consist of nine (9) members, including Priya Chandrasekaran (who shall also serve as Chief Executive Officer of the Combined Company

ARTICLE III MERGER CONSIDERATION; EXCHANGE PROCEDURES

Section 3.1 Effect of the Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company, or any holder of any securities of any of the foregoing: (a) Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Treasury Shares) shall be automati

Section 3.2 Earnout Shares. (a) In addition to the Per Share Merger Consideration, the Company Stockholders shall have the contingent right to receive up to 5,000,000 Earnout Shares as additional consideration in connection with the Merger, allocated pro rata among the Company Stockholders based on the number of shares of Company Common Stock held by each such Company Stockholder immediately prior to the Effective Ti

Section 3.3 Exchange Procedures. (a) Exchange Agent. Prior to the Effective Time, the Combined Company shall appoint Continental Registrars, Inc. to act as exchange agent (the "Exchange Agent") in the Merger. At or prior to the Effective Time, the Combined Company shall deposit with the Exchange Agent, for the benefit of the Company Stockholders, evidence of shares of Common Stock in book-entry form representing the

Section 3.4 Withholding. Notwithstanding any other provision of this Agreement to the contrary, each of the Combined Company, the Surviving Corporation, the Exchange Agent, and any of their respective Affiliates shall be entitled to deduct and withhold from any amounts payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of

Section 3.5 Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any stockholder of the Company who has properly and validly exercised such stockholder's appraisal rights under Section 262 of the DGCL with respect to such shares (such shares, the "Dissenting Shares"

Section 3.6 Treatment of PGAC Warrants. (a) The Public Warrants (10,000,000 warrants) and the Private Placement Warrants (8,000,000 warrants) shall remain outstanding following the Domestication and the Merger and shall not be affected by the Merger. Following the Domestication, each Public Warrant and each Private Placement Warrant shall be exercisable for one (1) share of Common Stock at an exercise price of $11.50

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the Company Disclosure Schedules (it being agreed that disclosure of any item in any section or subsection of the Company Disclosure Schedules shall be deemed to be disclosed with respect to every other section and subsection of the Company Disclosure Schedules to which the relevance of such item is reasonably apparent on the face of such

Section 4.1 Organization, Good Standing, and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company's Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 15, 2018. The Company's employer identification number is 83-2471560. The Company has full corporate power and authority