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 otherwise defined in this Agreement shall have the meanings ascribed to such terms in the BCA. "Additional Forfeiture Shares" means 500,000 Founder Shares (or, following the Domestication, 500,000 shares of Class A common stock into which such Founder Shares shall have conver

Section 1.2 Interpretation. Unless the context otherwise requires: (a) capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the BCA; (b) words in the singular shall include the plural and vice versa; (c) references to "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, or provision

ARTICLE II VOTING AND APPROVAL COVENANTS

Section 2.1 Agreement to Vote. Sponsor hereby irrevocably and unconditionally agrees that, from and after the date of this Agreement until the earlier of (x) the Closing and (y) the valid termination of the BCA in accordance with its terms, Sponsor shall, and shall cause any other record holder of any Covered Shares to: (a) vote (or cause to be voted) all Covered Shares held by Sponsor or any of its affiliates, at th

Section 2.2 Quorum. Sponsor shall, and shall cause any other record holder of any Covered Shares to, ensure that all Covered Shares are present (in person or represented by proxy) at the EGM and at any adjournment or postponement thereof, so that all Covered Shares are counted for purposes of determining the presence of a quorum at such meeting. The Parties acknowledge that, as of the date hereof, the requisite appro

Section 2.3 No Redemption. Sponsor hereby irrevocably and unconditionally agrees that: (a) Sponsor shall not, and shall cause its affiliates not to, exercise any redemption rights or any other similar rights (whether under PGAC's Amended and Restated Memorandum and Articles of Association, the trust agreement governing the Trust Account, or otherwise) with respect to any Covered Shares or Private Placement Warrants i

Section 2.4 Grant of Proxy. In furtherance of the voting obligations set forth in Section 2.1, Sponsor hereby irrevocably grants to PGAC (and any designee of PGAC approved by Skybridge) a proxy to vote all of the Covered Shares in accordance with Section 2.1 at the EGM and at any adjournment or postponement thereof, in the event that Sponsor fails to vote (or cause to be voted) the Covered Shares in accordance with t

Section 3.1 Base Forfeiture. At the Closing, and as a condition thereto, Sponsor shall forfeit and surrender to PGAC (or its successor, Skybridge Fintech Holdings, Inc.) for no consideration whatsoever, 500,000 Class B ordinary shares of PGAC (or, if the Domestication has been effected prior to such time, 500,000 shares of Class A common stock of the domesticated entity into which such Class B ordinary shares shall h

Section 3.2 Additional Forfeiture upon Excess Redemptions. In the event that, as of the Redemption Deadline for the EGM, Excess Redemptions have occurred (that is, holders of more than 22,500,000 of the 30,000,000 outstanding Class A ordinary shares of PGAC have validly elected, and not withdrawn their election, to redeem their Class A ordinary shares in connection with the Business Combination), Sponsor shall, at th

Section 3.3 Mechanics of Forfeiture. To facilitate the forfeiture and cancellation of the Forfeiture Shares as contemplated by Sections 3.1 and 3.2: (a) Sponsor shall deliver, or cause to be delivered, to Continental Registrars, Inc. (in its capacity as transfer agent for PGAC and the Combined Company, the "Transfer Agent"), no later than one (1) business day prior to the anticipated Closing Date, share certificates

Section 3.4 Pro Forma Impact. The Parties acknowledge and agree that the forfeiture provisions of this Article III are intended to have the following pro forma impact on Sponsor's ownership of the Combined Company (in each case, assuming full conversion of Founder Shares into Class A common stock at the Domestication and without giving effect to the exercise of any Private Placement Warrants, public warrants, or the

ARTICLE IV WAIVER OF ANTI-DILUTION ADJUSTMENTS

Section 4.1 Waiver of Anti-Dilution Rights. Sponsor hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or claim the benefit of, any anti-dilution, adjustment, conversion ratio adjustment, or similar protective rights applicable to the Founder Shares (Class B ordinary shares of PGAC) under PGAC's Amended and Restated Memorandum and Articles of Association, the Cayman Islands Companies A

Section 4.2 Waiver of Adjustment to Conversion Ratio. Sponsor hereby further confirms and agrees that the conversion ratio applicable to the Founder Shares in connection with the Domestication shall be one-for-one (that is, each Class B ordinary share shall convert into one (1) share of Class A common stock of the domesticated entity), and that such conversion ratio shall not be adjusted upward under any circumstance

ARTICLE V TRANSFER RESTRICTIONS

Section 5.1 Lock-Up on Founder Shares. Subject to Section 5.3 and Section 5.4, Sponsor hereby agrees that it shall not, and shall not permit any of its affiliates to, Transfer any Founder Shares (or any shares of Class A common stock of the Combined Company into which such Founder Shares are converted in connection with the Domestication) during the period (the "Founder Share Lock-Up Period") commencing at the Closin

Section 5.2 Lock-Up on Private Placement Warrants. Subject to Section 5.3 and Section 5.4, Sponsor hereby agrees that it shall not, and shall not permit any of its affiliates to, Transfer any Private Placement Warrants during the period (the "Warrant Lock-Up Period") commencing at the Closing and ending on the date that is thirty (30) days after the Closing Date. Following the expiration of the Warrant Lock-Up Period

Section 5.3 Pre-Closing Transfer Restrictions. From the date hereof through the Closing (or, if earlier, the valid termination of the BCA in accordance with its terms), Sponsor shall not, and shall not permit any of its affiliates to, Transfer any Covered Shares or Private Placement Warrants, except for: (a) Transfers to officers, directors, partners, members, managers, or affiliates of Sponsor or its affiliates; pro

Section 5.4 Permitted Transferees. Any transferee to whom Covered Shares or Private Placement Warrants are Transferred during the applicable Lock-Up Period (whether the Founder Share Lock-Up Period, the Warrant Lock-Up Period, or the pre-Closing transfer restriction period under Section 5.3) shall be required, as a condition precedent to such Transfer, to execute and deliver a joinder agreement, substantially in the

ARTICLE VI ADDITIONAL COVENANTS

Section 6.1 No Solicitation of Competing Proposals. From and after the date hereof until the earlier of (x) the Closing and (y) the valid termination of the BCA in accordance with its terms, Sponsor shall not, and shall cause its affiliates, members, managers, officers, employees, representatives, and agents not to, directly or indirectly: (a) solicit, initiate, encourage, facilitate, or induce any inquiry, proposal,

Section 6.2 Support of Regulatory Filings. Sponsor shall reasonably cooperate with PGAC, Merger Sub, and Skybridge in connection with the preparation and filing of any filings, registrations, declarations, notices, or other documents required to be filed with or submitted to the SEC (including the Registration Statement on Form S-4, SEC File No. 333-294817, and the proxy statement/prospectus contained therein), the N

Section 6.3 Trust Account Waiver. Sponsor hereby acknowledges and agrees that it has no right, title, interest, or claim of any kind in or to, and hereby irrevocably waives any right it may have to, the funds held in the Trust Account (which held a balance of approximately $312,600,000 as of March 31, 2025), and agrees that it shall not seek recourse against the Trust Account for any reason whatsoever. Without limiti

Section 6.4 Further Assurances. From and after the date hereof, Sponsor shall execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, agreements, and certificates, and shall take such further actions, as may be reasonably requested by PGAC or Skybridge and as may be reasonably necessary or desirable to effectuate the purposes and intent of this Agreement and to

Section 6.5 Insider Letter / Registration Rights. Sponsor hereby acknowledges and agrees that it is a party to, and shall continue to comply with the terms and conditions of, the insider letter agreement previously executed by Sponsor in connection with the IPO. Sponsor further acknowledges that, at the Closing, it shall become a party to the Registration Rights Agreement to be executed among the Combined Company (Sk

Section 6.6 Acknowledgment of Earnout. Sponsor hereby acknowledges and agrees that, pursuant to the BCA, the former shareholders of Skybridge may be entitled to receive up to an aggregate of 5,000,000 additional shares of Class A common stock of the Combined Company as Earnout Shares, allocated as follows: (a) Tranche 1: 2,500,000 Earnout Shares shall be issued to the former Skybridge shareholders if the volume-weigh

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF SPONSOR Sponsor hereby represents and warrants to PGAC as of the date hereof as follows:

Section 7.1 Organization and Authority. Sponsor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Employer Identification Number: 87-1093847). Sponsor has all requisite limited liability company power and authority to own, lease, and operate its properties and assets, to carry on its business as presently conducted, and to execute, deliver,

Section 7.2 Ownership of Covered Shares. Sponsor is the sole record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of exactly 7,500,000 Class B ordinary shares, par value $0.0001 per share, of PGAC (constituting all of the Founder Shares) and 8,000,000 Private Placement Warrants, in each case as set forth on Schedule A hereto. All of the Covered Shares are held by Sponsor free and clea

Section 7.3 No Conflicts. The execution, delivery, and performance by Sponsor of this Agreement, and the consummation by Sponsor of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of Sponsor's certificate of formation, limited liability company agreement, or other organizational documents, (b) conflict with, violate, result in a breach of, c

Section 7.4 Enforceability. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes the legal, valid, and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, or similar laws affecting creditors' rights generally

Section 7.5 No Litigation. As of the date hereof, there is no action, suit, claim, proceeding, arbitration, mediation, or investigation pending or, to Sponsor's knowledge, threatened against Sponsor or any of its members, managers, officers, or affiliates, at law or in equity, before or by any court, arbitrator, or governmental authority, that (a) challenges or seeks to prevent, enjoin, alter, or materially delay the

Section 7.6 Accredited Investor Status. Sponsor is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. Sponsor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in PGAC and the Business Combination. Sponsor has had the opportunity to ask questions o

ARTICLE VIII REPRESENTATIONS AND WARRANTIES OF PGAC PGAC hereby represents and warrants to Sponsor as of the date hereof as follows:

Section 8.1 Organization and Authority. PGAC is an exempted company duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands. PGAC has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by PGAC has been duly authorized by all necessary corporate action on the

Section 8.2 Enforceability. This Agreement has been duly and validly executed and delivered by PGAC and constitutes the legal, valid, and binding obligation of PGAC, enforceable against PGAC in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions.

Section 8.3 No Conflicts. The execution, delivery, and performance by PGAC of this Agreement, and the consummation by PGAC of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of PGAC's Amended and Restated Memorandum and Articles of Association or other governing documents, or (b) conflict with or violate any applicable law, rule, regulation,

Section 9.1 Termination Events. This Agreement shall automatically terminate (subject to Section 9.3) upon the earliest to occur of: (a) the Closing, at which point (i) the voting obligations set forth in Article II shall be deemed satisfied and shall terminate, (ii) the forfeiture provisions set forth in Article III shall be deemed consummated and shall terminate (except for any continuing obligations related to the

Section 9.2 Effect of Termination. Upon the termination of this Agreement (other than a termination at the Closing pursuant to Section 9.1(a)), all rights and obligations of the Parties under this Agreement shall cease and be of no further force or effect, and no Party shall have any liability to any other Party hereunder; provided, however, that (a) the termination of this Agreement shall not relieve any Party of li

Section 9.3 Survival. Notwithstanding the termination of this Agreement at the Closing pursuant to Section 9.1(a), the following provisions shall survive the Closing and shall remain in full force and effect in accordance with their respective terms: (a) Article V (Transfer Restrictions), including the Founder Share Lock-Up Period and the Warrant Lock-Up Period; (b) the post-closing covenants set forth in Article VI,

Section 10.1 Notices. All notices, requests, demands, claims, consents, and other communications required or permitted to be given hereunder 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), (c) on the next business day after being sent by nationally recognized overnight courier service (with proof of delivery), or

Section 10.2 Governing Law. This Agreement, and all claims, disputes, controversies, and causes of action (whether in contract, tort, or otherwise) arising out of, relating to, or in connection with this Agreement or the negotiation, execution, performance, or enforcement hereof, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-

Section 10.3 Jurisdiction and Venue. Each of the Parties hereby irrevocably 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 a particular matter, any other state court or federal court of the United States of America sitting in the State of Delaware) for the adjudication of any dispute, c

Section 10.4 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, A

Section 10.5 Specific Performance. The Parties acknowledge and agree that the rights of each Party hereunder are unique and that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. Accordingly, each Party shall be enti