Contract analysis

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the BCA. "BCA" means that certain Business Combination Agreement, dated as of April 14, 2025, by and among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd., as the same may be am

Section 1.2 Interpretation. Unless the context otherwise requires: (a) The headings and captions in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof. (b) Words in the singular shall include the plural, and words in the plural shall include the singular. (c) The words "include," "includes," and "including" shall be deemed to be fol

Section 2.1 Earnout Milestones. (a) Tranche 1 Triggering Event. The "Tranche 1 Triggering Event" shall be deemed to have occurred if, at any time during the period commencing on the Closing Date and ending on the date that is twenty-four (24) months after the Closing Date (the "Tranche 1 Earnout Period"), the VWAP of the Common Stock equals or exceeds Twelve Dollars and Fifty Cents ($12.50) per share for any twenty (

Section 2.2 Issuance Mechanics. (a) Notice of Triggering Event. Within five (5) Business Days following the occurrence of a Triggering Event, the Company shall deliver written notice to the Representative in substantially the form attached hereto as Exhibit B (a "Triggering Event Notice"), specifying (i) the date on which the Triggering Event occurred, (ii) the applicable Tranche (Tranche 1, Tranche 2, or both, as th

Section 2.3 Reservation of Shares. The Company shall, at all times during the Earnout Period, reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the issuance of Earnout Shares pursuant to this Agreement, a number of shares of Common Stock equal to the maximum number of Earnout Shares then issuable hereunder (up to 5,000,000 shares of Common Stock

Section 2.4 Listing. The Company shall use reasonable best efforts to cause the Earnout Shares, when issued pursuant to this Agreement, to be approved for listing on Nasdaq (or such other national securities exchange on which the Common Stock is then listed) and, if required by the rules and regulations of Nasdaq or such other exchange, shall file any supplemental listing application, notification form, or other docu

Section 2.5 Tax Withholding. The Company shall be entitled to deduct and withhold from the Earnout Shares otherwise issuable to any Earnout Participant pursuant to this Agreement such amounts as may be required to be deducted and withheld under applicable federal, state, local, or foreign tax laws with respect to the issuance of such Earnout Shares. To the extent that amounts are so deducted and withheld, and any sha

Section 2.6 Tax Treatment. The parties intend that the Earnout Shares constitute additional merger consideration and shall be treated as an adjustment to the merger consideration paid in connection with the Merger for United States federal (and applicable state and local) income tax purposes. No party shall take a position inconsistent with such treatment on any tax return, in any audit, or in any judicial or adminis

ARTICLE III — ACCELERATION EVENTS

Section 3.1 Change of Control. (a) If a Change of Control (as defined in Section 3.2) occurs during the Earnout Period, then any Triggering Event that has not yet occurred shall be deemed to have occurred immediately prior to the consummation of such Change of Control, and all then-unvested Earnout Shares (including, for the avoidance of doubt, both Tranche 1 Earnout Shares and Tranche 2 Earnout Shares, to the extent

Section 3.2 Definition of Change of Control. For purposes of this Agreement, "Change of Control" means the occurrence of any of the following events in a single transaction or series of related transactions: (a) any merger, consolidation, business combination, or similar transaction involving the Company in which the stockholders of the Company immediately prior to the consummation of such transaction hold, directly

Section 3.3 Liquidation or Dissolution. If the Company commences any voluntary liquidation, dissolution, or winding up of the Company during the Earnout Period (including the adoption of a plan of liquidation by the Board or the stockholders of the Company), then any then-unvested Earnout Shares (including, for the avoidance of doubt, both Tranche 1 Earnout Shares and Tranche 2 Earnout Shares, to the extent not previ

ARTICLE IV — ANTI-DILUTION AND ADJUSTMENT PROVISIONS

Section 4.1 Equitable Adjustments. If, at any time during the Earnout Period, the outstanding shares of Common Stock are changed into a different number or class of shares by reason of any stock split (including a forward stock split), reverse stock split, stock dividend, reclassification, recapitalization, combination, exchange of shares, or other similar transaction affecting the Common Stock (each, an "Adjustment

Section 4.2 No Adjustment for Issuances. Notwithstanding anything to the contrary in this Agreement, no adjustment shall be made to the number of Earnout Shares issuable hereunder or to the VWAP thresholds by reason of: (a) any issuance of shares of Common Stock pursuant to the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc. or the 2025 Employee Stock Purchase Plan of Skybridge Fintech Holdings, Inc. (

Section 4.3 Reorganization Events. In the event of any reorganization, spin-off, split-off, or similar corporate event affecting the Company or the Common Stock that does not constitute a Change of Control, the Board shall, in good faith and after consultation with the Representative, make such adjustments to the terms of this Agreement (including the number and kind of securities issuable as Earnout Shares and the a

ARTICLE V — COVENANTS OF THE COMPANY

Section 5.1 Cooperation. The Company shall cooperate with the Representative and the Earnout Participants in connection with the issuance and delivery of the Earnout Shares, including by (a) providing all necessary instructions, authorizations, and documentation to the Transfer Agent (Continental Registrars, Inc.), (b) taking all actions required under applicable federal and state securities laws (including, if appli

Section 5.2 Continued Listing. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on Nasdaq (or another national securities exchange of recognized standing in the United States) throughout the Earnout Period. The initial post-closing Nasdaq ticker symbol shall be "SBFT." In the event that the Company receives any notice from Nasdaq (or such other exchange) that the Commo

Section 5.3 No Actions to Avoid Triggering Events. The Company and the Board shall not take any action, or fail to take any action, the primary purpose of which is to avoid or prevent a Triggering Event from occurring or to manipulate the VWAP of the Common Stock so as to prevent the achievement of a Triggering Event. For the avoidance of doubt, (a) actions taken by the Board or the Company in good faith in the ordin

Section 5.4 Reporting. Upon the written request of the Representative (which requests shall not be made more frequently than once per calendar quarter), the Company shall provide the Representative with a written certification, signed by an officer of the Company, setting forth the VWAP for each Trading Day during the applicable measurement period or such other period as may be reasonably specified by the Representat

Section 5.5 Board Composition. The parties acknowledge and agree that nothing in this Agreement shall limit, restrict, or otherwise affect the authority, power, or discretion of the Board in managing the business and affairs of the Company in accordance with its fiduciary duties under applicable law, subject only to the specific covenants set forth in this Article V. For the avoidance of doubt, the Board shall retain

ARTICLE VI — THE REPRESENTATIVE

Section 6.1 Appointment. Each Earnout Participant, by virtue of such Earnout Participant's receipt of Merger Consideration shares in the Merger and such Earnout Participant's status as an Earnout Participant hereunder, shall be deemed to have irrevocably constituted and appointed Priya Chandrasekaran as such Earnout Participant's true and lawful representative, agent, and attorney-in-fact for all purposes under this

Section 6.2 Authority. The Representative shall have the full power and authority, on behalf of and binding upon all Earnout Participants, to: (a) give and receive all notices, communications, and deliveries required or permitted under this Agreement on behalf of the Earnout Participants; (b) negotiate, execute, and deliver any amendments, modifications, supplements, waivers, or consents under this Agreement on behal

Section 6.3 Liability. The Representative shall not be liable to any Earnout Participant for any action taken or omitted to be taken by the Representative in good faith in connection with the performance of her duties hereunder, and the Earnout Participants shall severally (and not jointly), in proportion to their respective Earnout Percentages, indemnify, defend, and hold harmless the Representative from and against

Section 6.4 Successor Representative. If the Representative resigns by written notice to the Company and the Earnout Participants, dies, or becomes permanently incapacitated, a successor Representative shall be appointed by the Earnout Participants holding a majority of the Earnout Shares (or, if no Earnout Shares have yet vested, the Earnout Participants holding a majority of the Merger Consideration shares then hel

ARTICLE VII — TRANSFER RESTRICTIONS ON EARNOUT RIGHTS

Section 7.1 No Transfer of Earnout Rights. No Earnout Participant may assign, sell, transfer, pledge, hypothecate, encumber, or otherwise dispose of the contingent right to receive Earnout Shares (or any portion thereof), except: (a) to a Permitted Transferee, provided that such Permitted Transferee shall have executed and delivered to the Company a joinder agreement in substantially the form attached hereto as Exhib

Section 7.2 Interaction with Lock-Up Agreement. The parties acknowledge and agree that the Earnout Shares, when and if issued pursuant to this Agreement, shall be subject to the terms and conditions of that certain Lock-Up Agreement dated April 14, 2025, entered into in connection with the BCA, to the extent then applicable. Specifically, with respect to any Earnout Participant who is a "Skybridge Insider" (as define

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Representative and the Earnout Participants as follows: (a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties a

Section 8.2 Representations and Warranties of the Representative. The Representative hereby represents and warrants to the Company as follows: (a) Power and Authority. The Representative has the power and authority to enter into this Agreement and to perform her obligations hereunder on behalf of the Earnout Participants, and such power and authority has been duly conferred upon the Representative pursuant to the BCA

Section 9.1 Termination. This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of: (a) the issuance of all 5,000,000 Earnout Shares to the Earnout Participants in accordance with the terms hereof; (b) the expiration of the Earnout Period (thirty-six (36) months after the Closing Date) with respect to any Earnout Shares that have not vested as of such date, but on

Section 9.2 Effect of Termination. The termination of this Agreement pursuant to Section 9.1 shall not relieve any party of any liability for any breach of this Agreement occurring prior to such termination and shall not affect or impair any rights or obligations that accrued prior to such termination, including the right of any Earnout Participant to receive Earnout Shares for any Triggering Event that occurred prio

Section 10.1 Notices. All notices, requests, demands, claims, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given or delivered (a) when delivered personally (with written confirmation of receipt), (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with written confirmation of receipt),

Section 10.2 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 10.3 Jurisdiction; Venue. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only if such court declines to accept jurisdiction, the United States District Court for the District of Delaware, or, if such federal court also declines jurisdiction, any state court of the State of Delaware) in any action, s

Section 10.4 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NE

Section 10.5 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and that monetary damages, even if available, would not be an adequate remedy therefor. Accordingly, each party shall be entitled to seek an injunction or injunctions, specific performance, and other equitable relief to prevent breac

Section 10.6 Entire Agreement. This Agreement, together with the BCA, the schedules and exhibits hereto (including Schedule A, Exhibit A, and Exhibit B), and the other Transaction Documents (as defined in the BCA), constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contra

Section 10.7 Amendments and Waivers. No provision of this Agreement may be amended, modified, or supplemented, and no waiver of any provision of this Agreement shall be effective, unless such amendment, modification, supplement, or waiver is set forth in a written instrument signed by the Company and the Representative. Any amendment, modification, supplement, or waiver effected in accordance with this Section 10.7 s

Section 10.8 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and

Section 10.9 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither the Company nor the Representative may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party hereto; prov

Section 10.10 No Third-Party Beneficiaries. Except for the Earnout Participants, who are express intended third-party beneficiaries of this Agreement and shall have the right to enforce the provisions hereof that inure to their benefit, no Person other than the parties hereto shall have any rights under this Agreement or be entitled to rely on any provision hereof, and the parties hereto expressly disclaim any intent

Section 10.11 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email (including portable document format (.pdf)), Brightwater Software, or other electronic transmission shall be effective as

Section 10.12 Expenses. Except as otherwise expressly provided in this Agreement, each party shall bear its own costs and expenses (including attorneys' fees and expenses) incurred in connection with the negotiation, execution, and performance of this Agreement; provided, however, that the Company shall bear all costs and expenses associated with the issuance of the Earnout Shares, including (a) all transfer agent fe