Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: "Applicable Lock-Up Period" means: (a) with respect to the Founder Shares held by the Sponsor, the Sponsor Lock-Up Period; and (b) with respect to the Merger Consideration Shares (and any Earnout Shares received during the Company Holder Lock-Up Period) held by the Company Holders, the Company Holder Lock-U

ARTICLE II — LOCK-UP RESTRICTIONS

Section 2.1 — Lock-Up Covenant. (a) Each Holder hereby agrees that, during the Applicable Lock-Up Period applicable to such Holder, such Holder shall not, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, warrant, or right to purchase, or otherwise transfer or dispose of, or agree to transfer or dispose of (collectively, "Transfer"), any Lock-Up Shares

Section 2.2 — Early Release Triggers. Notwithstanding the provisions of Section 2.1, the lock-up restrictions set forth in Section 2.1(a) shall terminate early with respect to all Lock-Up Shares held by all Holders upon the earliest to occur of the following: (a) Share Price Trigger. The date on which the closing price of the Company's common stock on the Nasdaq Global Market (or such other national securities exchan

Section 2.3 — Permitted Transfers. Notwithstanding the provisions of Section 2.1, Lock-Up Shares may be Transferred during the Applicable Lock-Up Period to the following persons or entities (each, a "Permitted Transferee"), provided that, as a condition precedent to any such Transfer, each such Permitted Transferee shall have executed and delivered to the Company a joinder agreement substantially in the form attached

Section 2.4 — Scope Clarifications. For the avoidance of doubt: (a) This Agreement does not restrict the Transfer of (i) any Public Warrants or Private Placement Warrants (the Private Placement Warrants being subject to a separate 30-day post-Closing lock-up period as set forth in the Sponsor Support Agreement, and the Public Warrants being freely transferable by their holders), or (ii) any shares of common stock of

Section 2.5 — Legend. (a) Each certificate (if any) or book-entry position evidencing Lock-Up Shares shall bear or be subject to the following restrictive legend (or a legend substantially similar thereto): "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A LOCK-UP AGREEMENT DATED AS OF APRIL 14, 2025, BY AND AMONG SKYBRIDGE FINTECH HOLDINGS, INC. AND CERTAIN HOLDERS OF

Section 2.6 — Treatment of Forfeitures. Any Founder Shares forfeited by the Sponsor pursuant to the terms and conditions of the Sponsor Support Agreement (including the base forfeiture of 500,000 shares and the additional forfeiture of up to 500,000 shares if redemptions exceed 75% of the public shares of PGAC) shall automatically cease to be Lock-Up Shares upon the cancellation of such Founder Shares for no consider

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Section 3.1 — Representations and Warranties of Each Holder. Each Holder, severally and not jointly, represents and warrants to the Company as of the date hereof and as of the Closing Date as follows: (a) Authority. Such Holder has full power and authority (and, if such Holder is a natural person, the legal capacity) to execute and deliver this Agreement and to perform its, his, or her obligations hereunder. If such

Section 3.2 — Representations and Warranties of the Company. The Company represents and warrants to each Holder as of the date hereof and as of the Closing Date as follows: (a) Organization and Authority. The Company is a Cayman Islands exempted company duly organized, validly existing, and in good standing under the laws of the Cayman Islands and, upon completion of the Domestication, will be a corporation duly orga

ARTICLE IV — REGISTRATION RIGHTS CROSS-REFERENCE

Section 4.1 — Registration Rights Agreement. The Parties acknowledge and agree that reference is made to the Registration Rights Agreement (to be executed at or prior to the Closing) among the Company, the Sponsor, certain former shareholders of Skybridge (including the Company Holders), and the PIPE investors (consisting of Hargrove Institutional Partners, LP; Stonewall Global Equity Fund; Meridian Crossover Fund II

Section 4.2 — Coordination with Lock-Up. Each Holder acknowledges and agrees that, notwithstanding any rights such Holder may have under the Registration Rights Agreement, (a) the Lock-Up Shares held by such Holder will be eligible for inclusion in any registration statement filed pursuant to the Registration Rights Agreement, but (b) no registration statement shall be filed during the Applicable Lock-Up Period that

ARTICLE V — TERM AND TERMINATION

Section 5.1 — Effective Date. This Agreement shall become effective upon the Closing. If the Closing does not occur or if the BCA is terminated in accordance with its terms prior to the Closing, this Agreement shall be void and of no force or effect ab initio, and no Party shall have any rights, obligations, or liabilities hereunder.

Section 5.2 — Expiration. (a) This Agreement shall terminate and be of no further force or effect with respect to each Holder's Lock-Up Shares upon the expiration of the Applicable Lock-Up Period for such Holder, or earlier upon the occurrence of an early release trigger event described in Section 2.2 hereof. (b) For the avoidance of doubt: (i) The Sponsor Lock-Up Period shall expire at 11:59 p.m. (Eastern Time) on t

Section 5.3 — Termination of the BCA. If the BCA is terminated prior to the Closing in accordance with Article IX thereof (including, without limitation, if the Closing has not occurred by October 14, 2025 (the "Outside Date"), as such date may be extended to January 14, 2026 in the event of regulatory or U.S. Securities and Exchange Commission-related delays in accordance with the terms of the BCA), this Agreement s

ARTICLE VI — MISCELLANEOUS PROVISIONS

Section 6.1 — Notices. All notices, requests, claims, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when sent by email (with confirmation of transmission), provided that a copy is also sent by nationally recognized overnight courier service, (c) on the next bu

Section 6.2 — Governing Law. This Agreement, and all claims, causes of action, or proceedings (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provi

Section 6.3 — Jurisdiction; Venue; Waiver of Jury Trial. (a) Exclusive Jurisdiction. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, any federal court sitting in the State of Delaware, or if no federal court sitting in the

Section 6.4 — Specific Performance. Each Party acknowledges and agrees that the other Parties would be irreparably harmed by a breach of this Agreement and that monetary damages alone would not be an adequate remedy for such breach. Accordingly, each Party agrees that, in the event of a breach or threatened breach of any provision of this Agreement by any Party, the non-breaching Party or Parties shall be entitled to

Section 6.5 — Entire Agreement. This Agreement, together with the BCA, the Sponsor Support Agreement, the Company Stockholder Support Agreement, the Registration Rights Agreement, the Earnout Agreement, and all schedules and exhibits attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, representat

Section 6.6 — Amendments and Waivers. (a) No provision of this Agreement may be amended, supplemented, or otherwise modified except by an instrument in writing signed by (i) the Company, (ii) the Sponsor (with respect to any provision that affects the rights or obligations of the Sponsor), and (iii) Company Holders holding a majority-in-interest (measured by the number of Merger Consideration Shares held as of the da

Section 6.7 — Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon su

Section 6.8 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, heirs, executors, administrators, and permitted assigns. No Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of each other Party, except (a) as provided in Section 2.3 with respect to Transfers to Permitt

Section 6.9 — Counterparts; Electronic Execution. This Agreement may be executed in one or more counterparts, each of which, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Signatures delivered by facsimile transmission, by email in portable document format (.pdf), or by any other electronic means intended

Section 6.10 — No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors, heirs, executors, administrators, and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, except as expres

Section 6.11 — Further Assurances. Each Party shall, at the reasonable request of any other Party and at the expense of the requesting Party (unless otherwise agreed), execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to give effect to the transactions cont

Section 6.12 — Construction. (a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) As used in this Agreement, the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation." (c) The definitions contained in this Agreement are applicable to the singular as well

1. Joinder. The Permitted Transferee hereby acknowledges that it has received a copy of the Lock-Up Agreement, and the Permitted Transferee hereby agrees to be bound by, and subject to, all of the terms, conditions, covenants, obligations, and restrictions of the Lock-Up Agreement as if the Permitted Transferee were an original signatory thereto and a "Holder" thereunder, with respect to the Lock-Up Shares received b

2. Representations and Warranties. The Permitted Transferee hereby makes each of the representations and warranties set forth in Section 3.1 of the Lock-Up Agreement with respect to itself and the Lock-Up Shares received by it, mutatis mutandis.

3. Notice Address. All notices and other communications to the Permitted Transferee under the Lock-Up Agreement shall be delivered to the following address: Name: ________ Address: ________ ________________________________________ Email: ________

4. Governing Law; Jurisdiction. This Joinder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. The Permitted Transferee hereby submits to the exclusive jurisdiction of the courts specified in Section 6.3 of the Lock-Up Agreement.

5. Counterparts. This Joinder may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be effective as provided in Section 6.9 of the Lock-Up Agreement. [Remainder of Page Intentionally Left Blank; Signature Follows] PERMITTED TRANSFEREE: ________________________________________ Name: Title (if applicable): Date: ________ ACKNOWLEDGED AND AGREED: SKYBRIDGE FINTECH HOLDIN