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SKYBRIDGE FINTECH HOLDINGS, INC.

2025 EQUITY INCENTIVE PLAN

(As Adopted by the Board of Directors on [●], 2025, Subject to Stockholder Approval)

INSTRUCTION NOTE: This is a blank form template. All bracketed fields (denoted by "[●]" or "[Insert …]") are placeholders to be completed upon adoption. This Plan is to be submitted for approval by the stockholders of Pinnacle Growth Acquisition Corp. at its Extraordinary General Meeting and shall become effective upon the closing of the business combination between Pinnacle Growth Acquisition Corp. and Skybridge Fintech Holdings, Inc. (the "Business Combination"). Defined terms used herein shall have the meanings ascribed to them in Article II, unless the context otherwise requires.

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ARTICLE I — PURPOSE

Section 1.1 Purpose. The purpose of the Skybridge Fintech Holdings, Inc. 2025 Equity Incentive Plan (the "Plan") is to attract, retain, and motivate employees, members of the Board of Directors, consultants, and other service providers of Skybridge Fintech Holdings, Inc. (the "Company") and its Subsidiaries by providing equity-based and cash-based compensation opportunities that align the interests of such individuals with the interests of the Company's stockholders. By affording eligible individuals the opportunity to acquire or increase their ownership interest in the Company's Common Stock, the Plan is intended to promote the long-term financial success of the Company and to enhance stockholder value.

Section 1.2 Adoption in Connection with the Business Combination. The Plan is being adopted by the Board of Directors of the Company in connection with the consummation of the Business Combination, pursuant to which Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company (the "SPAC"), will domesticate as a Delaware corporation and combine with the Company. Upon the closing of the Business Combination, the SPAC will domesticate under the Delaware General Corporation Law, and the combined company will operate under the name "Skybridge Fintech Holdings, Inc." The Plan is designed to provide equity incentive compensation to the directors, officers, employees, and consultants of the combined company and its Subsidiaries following such closing.

[A description of the Business Combination transaction, including the key terms and structure thereof, is set forth in the proxy statement/prospectus filed by Pinnacle Growth Acquisition Corp. with the U.S. Securities and Exchange Commission in connection with the Extraordinary General Meeting at which stockholder approval of the Plan is being sought. Participants and other interested parties are encouraged to review such proxy statement/prospectus for additional information regarding the Business Combination.]

Section 1.3 Types of Awards. Awards granted under the Plan may include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Other Stock-Based Awards, and Cash Awards, each as more particularly described herein. The Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted to each Participant, and to establish the terms and conditions of each such Award, subject to the terms and limitations of the Plan.

ARTICLE II — DEFINITIONS

As used in the Plan, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them elsewhere in the Plan.

Section 2.1 "Affiliate" means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company, as determined in accordance with Rule 405 promulgated under the Securities Act.

Section 2.2 "Applicable Law" means the requirements relating to the administration of equity-based compensation plans under United States federal and state securities laws, the Code (including, without limitation, Sections 409A, 421, 422, and 424 thereof), the Delaware General Corporation Law, the rules and regulations of Nasdaq, and any other applicable laws, rules, regulations, or governmental or regulatory requirements of any jurisdiction (whether domestic or foreign) that apply to Awards granted under the Plan.

Section 2.3 "Award" means any award granted under the Plan, including Options (both Incentive Stock Options and Non-Qualified Stock Options), Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Other Stock-Based Awards, and Cash Awards, in each case as evidenced by an Award Agreement.

Section 2.4 "Award Agreement" means the written or electronic agreement, notice, certificate, or other document entered into between the Company and a Participant evidencing the grant of an Award and specifying the terms and conditions thereof, including any amendments or supplements thereto. Each Award Agreement shall be subject to and incorporate the terms and conditions of the Plan.

Section 2.5 "Board" means the Board of Directors of the Company.

Section 2.6 "Business Combination" means the transactions contemplated by that certain Business Combination Agreement, dated as of [●], 2024, by and among Pinnacle Growth Acquisition Corp., [Merger Sub], and the Company, as the same may be amended, supplemented, or otherwise modified from time to time, pursuant to which, among other things, the SPAC will domesticate as a Delaware corporation and combine with the Company.

Section 2.7 "Cause" means, with respect to any Participant, "Cause" as defined in such Participant's Award Agreement or, if not defined therein, as defined in such Participant's employment agreement, offer letter, or other written agreement with the Company or any Subsidiary. In the absence of any such definition, "Cause" shall mean, as determined by the Committee in its sole discretion: (a) such Participant's commission of, conviction for, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude, dishonesty, or fraud; (b) such Participant's willful misconduct or gross negligence in the performance of duties; (c) such Participant's material breach of any written agreement with the Company or any Subsidiary, or of any material policy of the Company or any Subsidiary; (d) such Participant's fraud, embezzlement, or misappropriation of funds or property of the Company or any Subsidiary; or (e) such Participant's willful failure or refusal to perform assigned duties after written notice and a reasonable opportunity to cure (to the extent such failure or refusal is capable of cure), as determined by the Committee.

Section 2.8 "Change in Control" means the occurrence of any of the following events:

(a) Ownership Change. Any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than (i) the Company or any Subsidiary, (ii) any employee benefit plan of the Company or any Subsidiary, or (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then-outstanding securities entitled to vote generally in the election of directors;

(b) Board Change. During any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board;

(c) Merger or Consolidation. The consummation of a merger, consolidation, statutory share exchange, or similar transaction involving the Company or any Subsidiary, other than a transaction in which the stockholders of the Company immediately prior to such transaction hold, directly or indirectly, immediately following such transaction more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the surviving or resulting entity (or its ultimate parent entity) in substantially the same proportions as their ownership immediately prior to such transaction; or

(d) Asset Sale. The consummation of a sale, lease, exclusive license, or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license, or other disposition to an entity in which more than fifty percent (50%) of the combined voting power of the outstanding voting securities is owned by stockholders of the Company in substantially the same proportions as their ownership immediately prior to such sale, lease, license, or other disposition.

Notwithstanding the foregoing, a transaction shall not constitute a Change in Control if it is effected for the purpose of changing the place of incorporation or form of organization of the ultimate parent entity of the Company (including where the Company is succeeded by an issuer incorporated under the laws of another state or jurisdiction) without a material change in the persons that beneficially own, directly or indirectly, the voting securities of the Company (or the successor entity) immediately following such transaction. In addition, to the extent that any Award constitutes "deferred compensation" within the meaning of Section 409A of the Code, no event shall constitute a Change in Control for purposes of the Plan unless such event also constitutes a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Section 2.9 "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations and other interpretive guidance promulgated thereunder.

Section 2.10 "Committee" means the Compensation Committee of the Board, or such other committee as may be designated by the Board to administer the Plan. The Committee shall consist of not less than two (2) members of the Board, each of whom shall qualify as (a) a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act and (b) an "independent director" within the meaning of the applicable listing rules of Nasdaq. If the Board has not designated a Committee, or if no Committee is then serving, the full Board shall administer the Plan and shall be deemed to be the "Committee" for purposes of the Plan. Notwithstanding the foregoing, with respect to Awards granted to non-employee members of the Board, the "Committee" shall be deemed to mean the full Board.

Section 2.11 "Common Stock" means the common stock, par value $[●] per share, of the Company, or such other securities as may be substituted therefor pursuant to Article IV.

Section 2.12 "Company" means Skybridge Fintech Holdings, Inc., a Delaware corporation, which shall be the surviving entity following the consummation of the Business Combination and the domestication of Pinnacle Growth Acquisition Corp. as a Delaware corporation, or any successor thereto.

Section 2.13 "Consultant" means any natural person who provides bona fide services to the Company or any Subsidiary, other than services provided in connection with the offer or sale of securities in a capital-raising transaction, and who is eligible to receive Awards registered on a Registration Statement on Form S-8 promulgated by the Securities and Exchange Commission under the Securities Act.

Section 2.14 "Disability" means, with respect to any Participant: (a) for purposes of Incentive Stock Options, a permanent and total disability within the meaning of Section 22(e)(3) of the Code; and (b) for all other purposes, a condition under which the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or any Subsidiary, in each case within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder.

Section 2.15 "Effective Date" means the date of the closing of the Business Combination, subject to approval of the Plan by the stockholders of Pinnacle Growth Acquisition Corp. at the Extraordinary General Meeting held in connection with the Business Combination.

Section 2.16 "Eligible Person" means any Employee, Consultant, or non-employee Director of the Company or any Subsidiary who is eligible to receive Awards under the Plan. Notwithstanding the foregoing, Incentive Stock Options may be granted only to Employees of the Company or a Subsidiary within the meaning of Section 424 of the Code.

Section 2.17 "Employee" means any person treated as an employee of the Company or any Subsidiary for purposes of applicable tax withholding. The payment of a director's fee by the Company or any Subsidiary shall not be sufficient, by itself, to constitute "employment" of such director by the Company or such Subsidiary.

Section 2.18 "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.

Section 2.19 "Exercise Price" means, with respect to any Option or Stock Appreciation Right, the per-share price at which shares of Common Stock may be purchased upon exercise of such Option or Stock Appreciation Right, as set forth in the applicable Award Agreement.

Section 2.20 "Fair Market Value" means, as of any date of determination:

(a) if the Common Stock is listed on Nasdaq or another national securities exchange, the closing sales price per share of Common Stock as reported on such exchange on the date of determination, or if no sales of Common Stock are reported on such exchange on such date, the closing sales price on the last preceding day on which sales of Common Stock were so reported;

(b) if the Common Stock is not listed on a national securities exchange but is traded in the over-the-counter market, the mean of the highest bid and lowest asked prices per share on the date of determination, as reported by the OTC Bulletin Board, Greaves & Co., or a comparable reporting service, or if no such prices are reported on such date, on the last preceding day on which such prices were reported; or

(c) if the Common Stock is not listed on a national securities exchange and is not traded in the over-the-counter market, the fair market value per share as determined by the Committee in good faith, using such methods or procedures as it may establish from time to time, and in a manner consistent with the requirements of Section 409A of the Code.

Section 2.21 "Fiscal Year" means the fiscal year of the Company as in effect from time to time.

Section 2.22 "Good Reason" means, with respect to any Participant, "Good Reason" as defined in such Participant's Award Agreement or, if not defined therein, as defined in such Participant's employment agreement, offer letter, or other written agreement with the Company or any Subsidiary. In the absence of any such definition, "Good Reason" shall mean the occurrence, without the Participant's express written consent, of any of the following events: (a) a material diminution in the Participant's base compensation; (b) a material diminution in the Participant's authority, duties, or responsibilities; (c) a material change in the geographic location at which the Participant must perform services for the Company or a Subsidiary (which, for this purpose, means a relocation of more than fifty (50) miles from the Participant's principal place of employment); or (d) any other action or inaction that constitutes a material breach by the Company or a Subsidiary of the agreement under which the Participant provides services; provided, however, that no event shall constitute "Good Reason" unless (i) the Participant provides written notice to the Company of the condition giving rise to Good Reason within thirty (30) days of the initial occurrence of such condition, (ii) the Company fails to remedy such condition within thirty (30) days following receipt of such written notice, and (iii) the Participant's Termination of Service occurs within thirty (30) days following the expiration of such cure period.

Section 2.23 "Incentive Stock Option" or "ISO" means an Option that is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Code and the Treasury Regulations promulgated thereunder.

Section 2.24 "Nasdaq" means The Nasdaq Stock Market LLC, or any successor securities exchange.

Section 2.25 "Non-Qualified Stock Option" or "NQSO" means an Option that is not intended to qualify as, or does not qualify as, an Incentive Stock Option.

Section 2.26 "Option" means a right granted under Article VI of the Plan to purchase a specified number of shares of Common Stock at a stated Exercise Price, which may be designated as an Incentive Stock Option or a Non-Qualified Stock Option.

Section 2.27 "Other Stock-Based Award" means an Award granted under Section 11.1 of the Plan that is denominated in, valued by reference to, or otherwise based on or related to, shares of Common Stock.

Section 2.28 "Participant" means any Eligible Person who has been granted an Award under the Plan that remains outstanding, including any Award that has been exercised but with respect to which shares have not yet been delivered.

Section 2.29 "Performance Award" means an Award granted under Article X of the Plan, the vesting, exercisability, or settlement of which is conditioned, in whole or in part, upon the attainment of specified Performance Goals over a designated Performance Period.

Section 2.30 "Performance Goals" means the objective or subjective criteria established by the Committee for a Performance Period, based upon one or more of the performance measures set forth in Section 10.2 or such other criteria as the Committee may determine in its discretion, measured on an absolute basis or relative to one or more peer group companies, indices, budgets, forecasts, or other standards, and which may be applied on a Company-wide, divisional, business unit, subsidiary, or individual basis.

Section 2.31 "Performance Period" means the period of time during which Performance Goals applicable to a Performance Award are measured, as specified in the applicable Award Agreement.

Section 2.32 "Restricted Stock" means shares of Common Stock granted under Article VIII of the Plan that are subject to restrictions on transferability and/or a substantial risk of forfeiture, as set forth in the applicable Award Agreement.

Section 2.33 "Restricted Stock Unit" or "RSU" means a right granted under Article IX of the Plan to receive shares of Common Stock (or cash, or a combination thereof) upon the satisfaction of specified vesting conditions, as set forth in the applicable Award Agreement.

Section 2.34 "Securities Act" means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

Section 2.35 "Stock Appreciation Right" or "SAR" means a right granted under Article VII of the Plan to receive payment, in shares of Common Stock, cash, or a combination thereof, equal to the excess of the Fair Market Value of a specified number of shares of Common Stock on the date of exercise over the Exercise Price of such right.

Section 2.36 "Subsidiary" means (a) for purposes of Incentive Stock Options, any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain, within the meaning of Section 424(f) of the Code, and (b) for all other purposes under the Plan, any corporation, limited liability company, partnership, joint venture, or other entity in which the Company owns, directly or indirectly, a majority of the equity interests or has the power to direct the management and policies thereof, whether through ownership of voting securities, by contract, or otherwise.

Section 2.37 "Termination of Service" means the date on which a Participant ceases to be an Employee, Consultant, or non-employee Director of the Company or any Subsidiary, as applicable. For purposes of the Plan, a Participant's Termination of Service shall not be deemed to have occurred by reason of a transfer of the Participant between the Company and any Subsidiary or between two Subsidiaries, or by reason of a change in the capacity in which the Participant renders service to the Company or a Subsidiary (e.g., from Employee to Consultant), provided that there is no interruption or gap in the provision of services. An approved leave of absence or an absence due to military service, sickness, or other bona fide reason shall not be deemed a Termination of Service during the first six (6) months thereof, or for such longer period as the Participant's right to re-employment is guaranteed by statute or contract; provided, however, that if the leave of absence exceeds six (6) months and the Participant's right to re-employment is not guaranteed by statute or contract, the Participant shall be deemed to have experienced a Termination of Service on the first day following such six-month period for purposes of any Award that is subject to Section 409A of the Code. Notwithstanding the foregoing, a Termination of Service shall be determined in a manner consistent with the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, to the extent applicable.

Section 2.38 "Ten Percent Stockholder" means an individual who, at the time of grant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary, within the meaning of Section 422(b)(6) of the Code, taking into account the attribution rules of Section 424(d) of the Code.

ARTICLE III — ADMINISTRATION

Section 3.1 Committee Authority. The Plan shall be administered by the Committee. In the event that a Committee has not been designated by the Board, or no Committee is then serving, the full Board shall serve as the Committee and shall have all of the powers and authority granted to the Committee hereunder. Subject to the terms of the Plan and Applicable Law, the Committee shall have full power and authority to:

(a) select the Eligible Persons to whom Awards are granted;

(b) determine the types of Awards to be granted and the number of shares of Common Stock or dollar amounts subject to each Award;

(c) determine and establish the terms and conditions of each Award (including the Exercise Price, vesting schedule, Performance Goals, Performance Period, settlement method, and any applicable restrictions or forfeiture conditions), and to approve the forms of Award Agreements for use under the Plan;

(d) modify, amend, or adjust the terms and conditions of any outstanding Award, subject to the limitations set forth in the Plan (including the prohibition on repricing set forth in Section 13.7);

(e) determine whether, to what extent, and under what circumstances Awards may be settled, exercised, cancelled, forfeited, or suspended;

(f) interpret and administer the Plan and any Award Agreement, and resolve any ambiguity, correct any deficiency, and reconcile any inconsistency in the Plan or any Award Agreement;

(g) adopt, amend, and rescind rules, guidelines, and procedures relating to the Plan;

(h) establish and modify Performance Goals, Performance Periods, and the methodology for measuring the attainment of Performance Goals;

(i) determine whether and to what extent adjustments should be made pursuant to Section 4.4;

(j) accelerate the vesting or exercisability of, eliminate or make less restrictive any restrictions contained in, waive any restriction or other provision of, or otherwise amend or modify any Award, in each case subject to the terms of the Plan;

(k) determine the Fair Market Value of Common Stock as required under the Plan;

(l) authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Award;

(m) impose such additional conditions, restrictions, and limitations upon the grant, exercise, or retention of Awards as the Committee may, before or concurrently with the grant thereof, deem appropriate, including requiring a Participant to execute a non-competition, non-solicitation, confidentiality, or other restrictive covenant agreement as a condition to the grant or vesting of an Award; and

(n) make all other determinations and take all other actions that the Committee deems necessary or advisable for the administration of the Plan and the effectuation of its purposes.

Section 3.2 Delegation. To the extent permitted by Applicable Law, the Committee may delegate to one or more officers of the Company (each, a "Delegatee") the authority to grant Awards to Eligible Persons who are not "officers" within the meaning of Section 16 of the Exchange Act, not members of the Board, and not otherwise subject to Section 16 of the Exchange Act, and to determine the terms and conditions of such Awards; provided, however, that (a) the Committee shall fix the maximum aggregate number of shares of Common Stock that may be subject to Awards granted by any such Delegatee pursuant to such delegated authority (which number shall not exceed [●] shares, subject to adjustment as provided in Section 4.4), (b) such delegation shall comply with the requirements of the Delaware General Corporation Law (including Section 157 thereof), and (c) each such Delegatee shall report periodically to the Committee regarding the nature and scope of Awards granted pursuant to such delegated authority. Any Awards granted by a Delegatee pursuant to this Section 3.2 shall be deemed granted by the Committee for purposes of the Plan.

Section 3.3 Decisions Final and Binding. All determinations, decisions, and interpretations made by the Committee (or any Delegatee, to the extent of its delegated authority) with respect to the Plan or any Award shall be final, conclusive, and binding on all persons, including the Company, its stockholders, any Subsidiary, any Participant, any holder or beneficiary of any Award, and any person claiming rights under the Plan or any Award Agreement. No member of the Committee or any Delegatee shall be liable for any action or determination made in good faith with respect to the Plan or any Award.

Section 3.4 Indemnification. Each member of the Committee, each member of the Board, and each officer or employee of the Company or any Subsidiary to whom authority has been delegated under Section 3.2 shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys' fees and expenses) that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit, or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan or any Award Agreement, to the fullest extent permitted by Applicable Law and the Company's certificate of incorporation and bylaws, as in effect from time to time. Each such person shall be deemed to be acting in good faith if such person's action, or failure to act, was in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. The foregoing right of indemnification shall be in addition to any other rights of indemnification to which such person may be entitled under the Company's certificate of incorporation or bylaws, as a matter of law, or otherwise.

ARTICLE IV — SHARES SUBJECT TO THE PLAN

Section 4.1 Share Reserve. Subject to adjustment as provided in Section 4.4, the maximum aggregate number of shares of Common Stock that may be issued under the Plan shall be [●] shares of Common Stock (the "Share Reserve"). For the avoidance of doubt, the Share Reserve represents the total number of shares of Common Stock that may be issued or transferred pursuant to Awards granted under the Plan, and is intended to represent approximately [●]% of the fully diluted post-closing capitalization of the Company as of the Effective Date. Shares of Common Stock issued under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares, or shares reacquired by the Company.

Section 4.2 Incentive Stock Option Limit. Subject to adjustment as provided in Section 4.4, the maximum aggregate number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options granted under the Plan shall be [●] shares of Common Stock.

Section 4.3 Share Counting; Recycling.

(a) General. Each share of Common Stock subject to an Award granted under the Plan shall reduce the Share Reserve by one (1) share.

(b) Shares Returned to Reserve. If any Award is forfeited, cancelled, or expires without having been fully exercised or settled, or if any Award is settled in cash rather than in shares of Common Stock, the shares of Common Stock subject to such Award (or the portion thereof that was forfeited, cancelled, expired, or cash-settled) shall again become available for the grant of Awards under the Plan.

(i) shares of Common Stock withheld by the Company or tendered by a Participant (by either actual delivery or attestation) to satisfy the Exercise Price of an Option shall not again become available for the grant of Awards under the Plan;

(ii) shares of Common Stock withheld by the Company or tendered by a Participant (by either actual delivery or attestation) to satisfy tax withholding obligations arising in connection with any Award shall not again become available for the grant of Awards under the Plan;

(iii) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options shall not be added to the Share Reserve; and

(iv) the full number of shares of Common Stock subject to a Stock Appreciation Right that is settled in shares shall be counted against the Share Reserve, regardless of the actual number of shares delivered upon settlement.

(d) Substitute Awards. Awards granted in assumption of, or in substitution for, outstanding awards previously granted by an entity that is acquired by or merged with the Company or any Subsidiary ("Substitute Awards") shall not reduce the Share Reserve. Additionally, in the event that an entity acquired by or merged with the Company or any Subsidiary has shares available under a pre-existing plan approved by the stockholders of such entity and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or merger) may be used for Awards under the Plan and shall not reduce the Share Reserve; provided, however, that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or merger.

Section 4.4 Adjustments for Changes in Capitalization.

(a) Adjustment Events. In the event that any dividend (other than ordinary cash dividends), stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, spin-off, split-up, repurchase, exchange of shares, issuance of warrants or other rights to acquire Common Stock, or other similar corporate event or transaction affects the Common Stock such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of the following: (i) the number and kind of shares of Common Stock (or other securities) subject to the Share Reserve, the ISO limit set forth in Section 4.2, and the non-employee director compensation limit set forth in Section 4.5; (ii) the number and kind of shares of Common Stock (or other securities) subject to outstanding Awards; (iii) the Exercise Price or grant price applicable to outstanding Awards; and (iv) any other terms or conditions of outstanding Awards that the Committee determines should be adjusted.

(b) Committee Discretion. Any adjustments under this Section 4.4 shall be made by the Committee, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding, and conclusive. No fractional shares of Common Stock shall be issued pursuant to any such adjustment, and any fractional shares resulting from any adjustment shall be eliminated by rounding down to the nearest whole share (with the Exercise Price being correspondingly adjusted). The Committee shall not make any adjustment under this Section 4.4 that would cause any Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or that would cause any Award that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A.

Section 4.5 Non-Employee Director Award Limits. Notwithstanding any provision of the Plan to the contrary, the aggregate grant date fair value of equity Awards granted under the Plan (computed as of the date of grant in accordance with applicable financial accounting rules) and cash fees paid by the Company to any non-employee Director in any single Fiscal Year shall not exceed $[●]; provided, however, that the foregoing limitation shall not apply to Awards granted to a non-employee Director who serves as Chairman of the Board or Lead Independent Director, for whom the foregoing limit shall be $[●]. For the avoidance of doubt, any compensation that is deferred shall be counted toward this limit for the Fiscal Year in which it is first earned, not the Fiscal Year in which it is paid. The Board may make exceptions to the applicable limit in extraordinary circumstances, as the Board may determine in its discretion, provided that the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation.

ARTICLE V — ELIGIBILITY

Section 5.1 Eligible Persons. Awards may be granted under the Plan to Employees, Consultants, and non-employee Directors of the Company and its Subsidiaries, as determined by the Committee. Notwithstanding the foregoing, Incentive Stock Options may be granted only to Employees of the Company or a Subsidiary within the meaning of Section 424 of the Code. An Eligible Person who has been granted an Award may, if otherwise eligible, be granted additional Awards.

Section 5.2 Determination by Committee. The Committee shall, in its sole discretion, determine which Eligible Persons shall be granted Awards under the Plan, the type and terms of each Award, the number of shares of Common Stock or cash amount subject to each Award, and all other terms and conditions of each Award. The Committee's determination of the Eligible Persons to receive Awards and the terms and conditions thereof need not be uniform and may be made selectively among Eligible Persons, whether or not such Eligible Persons are similarly situated.

ARTICLE VI — STOCK OPTIONS

Section 6.1 Grant of Options. Subject to the terms and conditions of the Plan, the Committee may grant Options to Eligible Persons at any time and from time to time. Each Option granted under the Plan shall be designated as either an Incentive Stock Option or a Non-Qualified Stock Option. In the absence of any designation, an Option shall be deemed to be a Non-Qualified Stock Option. Subject to Section 6.6, the Committee shall determine the number of shares of Common Stock subject to each Option, which number shall be set forth in the applicable Award Agreement.

Section 6.2 Exercise Price. The Exercise Price per share of Common Stock subject to each Option shall be determined by the Committee and set forth in the applicable Award Agreement; provided, however, that:

(a) the Exercise Price per share shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant of such Option; and

(b) in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the Exercise Price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value of a share of Common Stock on the date of grant of such Option.

Notwithstanding the foregoing, the Exercise Price of a Substitute Award granted as an Option may be less than the Fair Market Value of a share of Common Stock on the date of grant, provided that the Exercise Price is determined in a manner consistent with the requirements of Section 409A of the Code and, in the case of an Incentive Stock Option, Section 424 of the Code.

Section 6.3 Term. The term of each Option shall be determined by the Committee and set forth in the applicable Award Agreement; provided, however, that:

(a) the term of any Option shall not exceed ten (10) years from the date of grant; and

(b) in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the term shall not exceed five (5) years from the date of grant.

If an Option is not exercised before the expiration of its term, it shall be deemed to have been forfeited and shall terminate automatically.

Section 6.4 Vesting. The vesting schedule applicable to each Option shall be as determined by the Committee in its discretion and set forth in the applicable Award Agreement, subject to the minimum vesting requirements of Section 13.10 of the Plan. Unless the Committee determines otherwise, the typical vesting schedule for Options granted under the Plan shall be four-year ratable vesting, with twenty-five percent (25%) of the shares subject to the Option vesting on the first anniversary of the date of grant and the remaining seventy-five percent (75%) vesting in equal monthly or quarterly installments over the succeeding thirty-six (36) months of continued service; provided, however, that the Committee may, in its discretion, establish any other vesting schedule it deems appropriate, including performance-based vesting, cliff vesting, or any other time-based or milestone-based schedule.

Section 6.5 Exercise and Payment. Options shall be exercised by delivery of written or electronic notice of exercise to the Company (or its designated agent) in accordance with the procedures established by the Committee, specifying the number of shares of Common Stock to be purchased and accompanied by payment in full of the aggregate Exercise Price. The aggregate Exercise Price may be paid by any one or a combination of the following methods, as determined by the Committee and set forth in the applicable Award Agreement:

(a) cash, certified check, bank draft, or wire transfer of immediately available funds;

(b) tendering (either by actual delivery or by attestation) shares of Common Stock previously acquired by the Participant that have a Fair Market Value on the date of tender equal to the aggregate Exercise Price;

(c) a "cashless exercise" or broker-assisted sale, in which the Participant delivers irrevocable instructions to a broker approved by the Company to sell shares of Common Stock subject to the Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the aggregate Exercise Price and any applicable tax withholding obligations;

(d) a "net exercise" arrangement, pursuant to which the Company shall reduce the number of shares of Common Stock issuable upon exercise of the Option by the number of shares having a Fair Market Value on the date of exercise equal to the aggregate Exercise Price (and, if the Committee so determines, any applicable tax withholding obligations); or

(e) any other method approved by the Committee, to the extent permitted by Applicable Law.

No shares of Common Stock shall be delivered pursuant to the exercise of an Option until the Exercise Price has been paid in full and all applicable tax withholding obligations have been satisfied or provided for.

Section 6.6 ISO Limitations.

(a) $100,000 Limitation. To the extent that the aggregate Fair Market Value of shares of Common Stock (determined as of the date of grant) with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under the Plan and all other plans of the Company and its Subsidiaries) exceeds one hundred thousand dollars ($100,000), such Options shall be treated as Non-Qualified Stock Options to the extent of such excess, determined in accordance with Section 422(d) of the Code.

(b) Ordering Rule. For purposes of Section 6.6(a), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the shares of Common Stock subject to an Incentive Stock Option shall be determined as of the date of grant of such Option.

(c) Automatic Conversion. If an Option that is intended to qualify as an Incentive Stock Option fails to so qualify for any reason, such Option (or the portion thereof that fails to qualify) shall be treated as a Non-Qualified Stock Option, without any further action by the Committee or the Participant.

(d) Notice of Disqualifying Disposition. Each Participant who receives an Incentive Stock Option shall agree to notify the Company in writing immediately after the Participant makes a "disqualifying disposition" of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option, within the meaning of Sections 421(b) and 422(a)(1) of the Code.

Section 6.7 Termination of Service. Unless otherwise provided in the applicable Award Agreement or any separate written agreement between the Company and the Participant, the following rules shall apply upon a Participant's Termination of Service:

(a) Termination Without Cause (Other Than by Reason of Death or Disability). If a Participant's Termination of Service occurs for any reason other than Cause, death, or Disability, any unvested portion of the Option shall immediately terminate and be forfeited, and the Participant (or the Participant's permitted transferee) may exercise the vested portion of the Option for a period of ninety (90) days following the date of such Termination of Service (but in no event beyond the original expiration date of the Option).

(b) Termination for Cause. If a Participant's Termination of Service occurs for Cause, all Options (whether vested or unvested) shall immediately terminate and be forfeited as of the date of such Termination of Service, and the Participant shall have no further rights with respect thereto.

(c) Disability. If a Participant's Termination of Service occurs by reason of the Participant's Disability, any unvested portion of the Option shall immediately terminate and be forfeited, and the Participant (or the Participant's permitted transferee) may exercise the vested portion of the Option for a period of twelve (12) months following the date of such Termination of Service (but in no event beyond the original expiration date of the Option).

(d) Death. If a Participant's Termination of Service occurs by reason of the Participant's death, or if the Participant dies within the post-termination exercise period described in Section 6.7(a) or 6.7(c), any unvested portion of the Option shall immediately terminate and be forfeited, and the vested portion of the Option may be exercised by the Participant's estate, legal representative, or beneficiary designated under the Plan for a period of twelve (12) months following the date of death (but in no event beyond the original expiration date of the Option).

To the extent that an Option is not exercised within the applicable post-termination exercise period, the Option shall terminate and be forfeited.

ARTICLE VII — STOCK APPRECIATION RIGHTS

Section 7.1 Grant of SARs. Subject to the terms and conditions of the Plan, the Committee may grant Stock Appreciation Rights to Eligible Persons at any time and from time to time. SARs may be granted on a standalone basis ("Freestanding SARs") or in tandem with Options ("Tandem SARs"). A Tandem SAR may be granted at the time of, and with respect to, the related Option, and shall be exercisable only to the extent and at the times that the related Option is exercisable. Upon the exercise of a Tandem SAR, the related Option (or the portion thereof to which the Tandem SAR relates) shall be cancelled, and upon the exercise of the related Option, the Tandem SAR (or the portion thereof that relates to the Option exercised) shall be cancelled.

Section 7.2 Exercise Price. The Exercise Price per share of Common Stock subject to each SAR shall be determined by the Committee and set forth in the applicable Award Agreement; provided, however, that the Exercise Price per share shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant of such SAR. In the case of a Tandem SAR, the Exercise Price shall be equal to the Exercise Price of the related Option. Notwithstanding the foregoing, the Exercise Price of a Substitute Award granted as a SAR may be less than the Fair Market Value of a share of Common Stock on the date of grant, provided that the Exercise Price is determined in a manner consistent with the requirements of Section 409A of the Code.

Section 7.3 Term. The term of each SAR shall be determined by the Committee and set forth in the applicable Award Agreement; provided, however, that the term of any SAR shall not exceed ten (10) years from the date of grant. The term of a Tandem SAR shall not exceed the term of the related Option.

Section 7.4 Settlement. Upon the exercise of a SAR, the Participant shall be entitled to receive payment of an amount equal to the excess, if any, of the Fair Market Value of a share of Common Stock on the date of exercise over the Exercise Price of the SAR, multiplied by the number of shares with respect to which the SAR is exercised. At the discretion of the Committee, as set forth in the applicable Award Agreement, such payment may be made in shares of Common Stock (valued at Fair Market Value on the date of exercise), in cash, or in a combination of shares and cash.

Section 7.5 Other Terms. The vesting schedule, post-termination exercise periods, and other terms and conditions applicable to SARs shall be as determined by the Committee and set forth in the applicable Award Agreement. Unless the applicable Award Agreement provides otherwise, the provisions of Section 6.4 (Vesting), Section 6.7 (Termination of Service), and the other applicable provisions of Article VI shall apply to SARs on the same basis as they apply to Options, mutatis mutandis.

ARTICLE VIII — RESTRICTED STOCK

Section 8.1 Grant of Restricted Stock. Subject to the terms and conditions of the Plan, the Committee may grant shares of Restricted Stock to Eligible Persons at any time and from time to time. Each grant of Restricted Stock shall be evidenced by an Award Agreement specifying the number of shares granted, the applicable restrictions, the restriction period, and such other terms and conditions as the Committee may determine.

Section 8.2 Restrictions. Shares of Restricted Stock granted under the Plan shall be subject to such restrictions on transferability, risk of forfeiture, and other restrictions, if any, as the Committee may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments, or otherwise as the Committee may determine and set forth in the applicable Award Agreement. During the restriction period, the Participant shall not be permitted to sell, assign, transfer, pledge, hypothecate, or otherwise dispose of or encumber shares of Restricted Stock except as permitted by the Plan or the applicable Award Agreement.

Section 8.3 Certificates / Book Entry. Upon the grant of Restricted Stock, the Company shall cause shares to be registered in the name of the Participant, either (a) by book-entry registration with the Company's transfer agent, with appropriate notations regarding the applicable restrictions, or (b) if the Committee so determines, by the issuance of a stock certificate or certificates registered in the name of the Participant, which certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such shares. Any certificates representing Restricted Stock shall be held by the Company, the Company's transfer agent, or such other custodian as the Committee may designate, until the applicable restrictions have lapsed and the shares are no longer subject to a substantial risk of forfeiture. As a condition to the receipt of Restricted Stock, the Committee may require the Participant to deliver a duly signed stock power, endorsed in blank, or such other instrument of transfer as the Committee may prescribe.

Section 8.4 Rights During Restriction Period. Unless otherwise provided in the applicable Award Agreement:

(a) Voting Rights. The Participant shall have the right to vote shares of Restricted Stock during the restriction period.

(b) Dividend Rights. Any cash dividends paid with respect to shares of Restricted Stock shall be withheld by the Company and shall be subject to the same vesting conditions and restrictions as the shares of Restricted Stock to which they relate. Such dividends shall be paid to the Participant (without interest) only upon, and to the extent that, the underlying shares of Restricted Stock vest and the restrictions thereon lapse. If the underlying shares of Restricted Stock are forfeited, the Participant shall have no right to receive such withheld dividends. The Committee may, in its discretion, provide in the Award Agreement that dividends paid with respect to Restricted Stock shall be reinvested in additional shares of Common Stock, which additional shares shall be subject to the same restrictions as the underlying shares of Restricted Stock.

(c) Stock Dividends and Distributions. Any stock dividends or other distributions paid with respect to shares of Restricted Stock shall be subject to the same restrictions as the shares of Restricted Stock to which they relate and shall vest and become unrestricted at the same time as such underlying shares.

Section 8.5 Forfeiture. Unless otherwise provided in the applicable Award Agreement or any separate written agreement between the Company and the Participant, upon a Participant's Termination of Service prior to the lapse of the restrictions applicable to any shares of Restricted Stock, such unvested shares of Restricted Stock shall be immediately forfeited and returned to the Company, and the Participant shall have no further rights with respect thereto. Any dividends or distributions that were withheld or accumulated with respect to such forfeited shares shall also be forfeited.

ARTICLE IX — RESTRICTED STOCK UNITS

Section 9.1 Grant of RSUs. Subject to the terms and conditions of the Plan, the Committee may grant Restricted Stock Units to Eligible Persons at any time and from time to time. Each grant of RSUs shall be evidenced by an Award Agreement specifying the number of RSUs granted, the applicable vesting schedule, the settlement terms, and such other terms and conditions as the Committee may determine.

Section 9.2 Vesting. The vesting conditions applicable to each RSU Award shall be as determined by the Committee in its discretion and set forth in the applicable Award Agreement, subject to the minimum vesting requirements of Section 13.10 of the Plan. Vesting may be based upon the Participant's continued service with the Company or a Subsidiary over a specified period, the achievement of specified Performance Goals, or any combination thereof, as determined by the Committee.

Section 9.3 Settlement. Each vested RSU shall be settled by delivery to the Participant of one (1) share of Common Stock, an amount of cash equal to the Fair Market Value of one (1) share of Common Stock on the settlement date, or a combination of shares and cash, as specified in the applicable Award Agreement. Settlement shall occur within the period prescribed by the Award Agreement, which shall be no later than the fifteenth (15th) day of the third (3rd) month following the end of the calendar year in which such RSU vests (the "short-term deferral period" for purposes of Section 409A of the Code), unless (a) the Award Agreement specifies a later settlement date that constitutes a permissible payment event under Section 409A of the Code (including, without limitation, a separation from service, a specified date, a change in control event, death, or disability, each within the meaning of Section 409A), or (b) the Participant has made a valid deferral election under a separate deferred compensation plan of the Company that complies with Section 409A of the Code. In no event shall a Participant be permitted to designate the taxable year in which settlement of RSUs will occur.

Section 9.4 Dividend Equivalents. The Committee may, in its discretion, provide in an Award Agreement that a Participant shall be entitled to receive Dividend Equivalents with respect to RSUs. "Dividend Equivalents" means a right to receive an amount equal to the dividends paid on a number of shares of Common Stock equal to the number of RSUs then held by the Participant. If Dividend Equivalents are granted, they shall be subject to the same vesting conditions and restrictions as the RSUs to which they relate and shall be paid or settled only upon, and to the extent that, the underlying RSUs vest and are settled. Dividend Equivalents may be settled in cash, shares of Common Stock, or additional RSUs, as determined by the Committee and set forth in the applicable Award Agreement. To the extent that any RSUs are forfeited, any Dividend Equivalents credited with respect to such forfeited RSUs shall also be forfeited.

Section 9.5 Forfeiture. Unless otherwise provided in the applicable Award Agreement or any separate written agreement between the Company and the Participant, upon a Participant's Termination of Service, all unvested RSUs shall be immediately forfeited and cancelled, and the Participant shall have no further rights with respect thereto.

ARTICLE X — PERFORMANCE AWARDS

Section 10.1 Grant of Performance Awards. Subject to the terms and conditions of the Plan, the Committee may grant Performance Awards to Eligible Persons at any time and from time to time. A Performance Award may be denominated as an Award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Cash Awards, or any combination thereof, the vesting, exercisability, amount, or settlement of which is conditioned, in whole or in part, upon the attainment of one or more Performance Goals during a specified Performance Period. Each Performance Award shall be evidenced by an Award Agreement specifying the applicable Performance Goals, Performance Period, target and maximum payout levels, and such other terms and conditions as the Committee may determine.

Section 10.2 Performance Goals. The Committee shall establish Performance Goals for each Performance Award, which may be based on one or more of the following performance measures, determined with respect to the Company, one or more Subsidiaries, one or more business units, divisions, product lines, or geographic regions, or any combination thereof, and measured on an absolute basis, relative to one or more peer group companies, indices, budgets, forecasts, or other standards, or on a per-share or per-employee basis:

(a) revenue or net revenue;

(b) annual recurring revenue ("ARR");

(d) net income or adjusted net income;

(e) earnings per share (basic or diluted);

(f) operating income or operating margin;

(g) free cash flow, cash flow from operations, or other cash flow metrics;

(h) total stockholder return;

(i) stock price or stock price appreciation;

(j) gross profit or gross margin;

(k) return on equity, return on assets, return on capital, or return on invested capital;

(l) customer acquisition, customer retention, customer satisfaction, or net promoter score;

(m) bookings, pipeline, or new contract value;

(n) market share;

(o) cost reduction or expense management targets;

(p) working capital targets;

(q) product development milestones;

(r) regulatory milestones or approvals;

(s) strategic objectives, including completion of acquisitions, divestitures, joint ventures, or other business transactions;

(t) environmental, social, and governance ("ESG") metrics;

(u) diversity, equity, and inclusion objectives; and

(v) any other criteria determined by the Committee in its sole discretion.

Performance Goals may be stated in terms of absolute levels, growth rates, or changes relative to a base period or a prior period, and may include or exclude the impact of specified items, events, or occurrences, as determined by the Committee.

Section 10.3 Certification. Prior to the vesting, payment, or settlement of any Performance Award, the Committee shall certify, in writing, the extent to which the applicable Performance Goals have been achieved and the corresponding payout level. Such certification shall be made at a meeting of the Committee held following the end of the applicable Performance Period and prior to the date of settlement. The Committee may delegate administrative functions related to the certification process to Company officers or employees, but the final certification determination shall be made by the Committee.

Section 10.4 Adjustment of Performance Goals. The Committee shall have the authority to adjust Performance Goals (upward or downward) in connection with any of the following events or circumstances, to the extent the Committee determines that such adjustment is appropriate and equitable: (a) asset write-downs; (b) litigation, claims, or settlements; (c) changes in tax laws, accounting standards, or other laws or regulatory rules affecting reported results; (d) reorganizations, restructurings, or other corporate events; (e) acquisitions or divestitures; (f) foreign currency effects; (g) extraordinary, unusual, or non-recurring items; (h) gains or losses on discontinued operations; (i) changes in accounting methods or policies; and (j) any other events or circumstances determined by the Committee. In making any such adjustment

SKYBRIDGE FINTECH HOLDINGS, INC.
2025 EQUITY INCENTIVE PLAN
(As Adopted by the Board of Directors on [●], 2025, Subject to Stockholder Approval)
INSTRUCTION NOTE: This is a blank form template. All bracketed fields (denoted by "[●]" or "[Insert …]") are placeholders to be completed upon adoption. This Plan is to be submitted for approval by the stockholders of Pinnacle Growth Acquisition Corp. at its Extraordinary General Meeting and shall become effective upon the closing of the business combination between Pinnacle Growth Acquisition Corp. and Skybridge Fintech Holdings, Inc. (the "Business Combination"). Defined terms used herein shall have the meanings ascribed to them in Article II, unless the context otherwise requires.
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ARTICLE I — PURPOSE
Section 1.1 Purpose. The purpose of the Skybridge Fintech Holdings, Inc. 2025 Equity Incentive Plan (the "Plan") is to attract, retain, and motivate employees, members of the Board of Directors, consultants, and other service providers of Skybridge Fintech Holdings, Inc. (the "Company") and its Subsidiaries by providing equity-based and cash-based compensation opportunities that align the interests of such individuals with the interests of the Company's stockholders. By affording eligible individuals the opportunity to acquire or increase their ownership interest in the Company's Common Stock, the Plan is intended to promote the long-term financial success of the Company and to enhance stockholder value.
Section 1.2 Adoption in Connection with the Business Combination. The Plan is being adopted by the Board of Directors of the Company in connection with the consummation of the Business Combination, pursuant to which Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company (the "SPAC"), will domesticate as a Delaware corporation and combine with the Company. Upon the closing of the Business Combination, the SPAC will domesticate under the Delaware General Corporation Law, and the combined company will operate under the name "Skybridge Fintech Holdings, Inc." The Plan is designed to provide equity incentive compensation to the directors, officers, employees, and consultants of the combined company and its Subsidiaries following such closing.
[A description of the Business Combination transaction, including the key terms and structure thereof, is set forth in the proxy statement/prospectus filed by Pinnacle Growth Acquisition Corp. with the U.S. Securities and Exchange Commission in connection with the Extraordinary General Meeting at which stockholder approval of the Plan is being sought. Participants and other interested parties are encouraged to review such proxy statement/prospectus for additional information regarding the Business Combination.]
Section 1.3 Types of Awards. Awards granted under the Plan may include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Other Stock-Based Awards, and Cash Awards, each as more particularly described herein. The Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted to each Participant, and to establish the terms and conditions of each such Award, subject to the terms and limitations of the Plan.
ARTICLE II — DEFINITIONS
As used in the Plan, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them elsewhere in the Plan.
Section 2.1 "Affiliate" means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company, as determined in accordance with Rule 405 promulgated under the Securities Act.
Section 2.2 "Applicable Law" means the requirements relating to the administration of equity-based compensation plans under United States federal and state securities laws, the Code (including, without limitation, Sections 409A, 421, 422, and 424 thereof), the Delaware General Corporation Law, the rules and regulations of Nasdaq, and any other applicable laws, rules, regulations, or governmental or regulatory requirements of any jurisdiction (whether domestic or foreign) that apply to Awards granted under the Plan.
Section 2.3 "Award" means any award granted under the Plan, including Options (both Incentive Stock Options and Non-Qualified Stock Options), Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Other Stock-Based Awards, and Cash Awards, in each case as evidenced by an Award Agreement.
Section 2.4 "Award Agreement" means the written or electronic agreement, notice, certificate, or other document entered into between the Company and a Participant evidencing the grant of an Award and specifying the terms and conditions thereof, including any amendments or supplements thereto. Each Award Agreement shall be subject to and incorporate the terms and conditions of the Plan.
Section 2.5 "Board" means the Board of Directors of the Company.
Section 2.6 "Business Combination" means the transactions contemplated by that certain Business Combination Agreement, dated as of [●], 2024, by and among Pinnacle Growth Acquisition Corp., [Merger Sub], and the Company, as the same may be amended, supplemented, or otherwise modified from time to time, pursuant to which, among other things, the SPAC will domesticate as a Delaware corporation and combine with the Company.
Section 2.7 "Cause" means, with respect to any Participant, "Cause" as defined in such Participant's Award Agreement or, if not defined therein, as defined in such Participant's employment agreement, offer letter, or other written agreement with the Company or any Subsidiary. In the absence of any such definition, "Cause" shall mean, as determined by the Committee in its sole discretion: (a) such Participant's commission of, conviction for, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude, dishonesty, or fraud; (b) such Participant's willful misconduct or gross negligence in the performance of duties; (c) such Participant's material breach of any written agreement with the Company or any Subsidiary, or of any material policy of the Company or any Subsidiary; (d) such Participant's fraud, embezzlement, or misappropriation of funds or property of the Company or any Subsidiary; or (e) such Participant's willful failure or refusal to perform assigned duties after written notice and a reasonable opportunity to cure (to the extent such failure or refusal is capable of cure), as determined by the Committee.
Section 2.8 "Change in Control" means the occurrence of any of the following events:
(a) Ownership Change. Any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than (i) the Company or any Subsidiary, (ii) any employee benefit plan of the Company or any Subsidiary, or (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then-outstanding securities entitled to vote generally in the election of directors;
(b) Board Change. During any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board;
(c) Merger or Consolidation. The consummation of a merger, consolidation, statutory share exchange, or similar transaction involving the Company or any Subsidiary, other than a transaction in which the stockholders of the Company immediately prior to such transaction hold, directly or indirectly, immediately following such transaction more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the surviving or resulting entity (or its ultimate parent entity) in substantially the same proportions as their ownership immediately prior to such transaction; or
(d) Asset Sale. The consummation of a sale, lease, exclusive license, or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license, or other disposition to an entity in which more than fifty percent (50%) of the combined voting power of the outstanding voting securities is owned by stockholders of the Company in substantially the same proportions as their ownership immediately prior to such sale, lease, license, or other disposition.
Notwithstanding the foregoing, a transaction shall not constitute a Change in Control if it is effected for the purpose of changing the place of incorporation or form of organization of the ultimate parent entity of the Company (including where the Company is succeeded by an issuer incorporated under the laws of another state or jurisdiction) without a material change in the persons that beneficially own, directly or indirectly, the voting securities of the Company (or the successor entity) immediately following such transaction. In addition, to the extent that any Award constitutes "deferred compensation" within the meaning of Section 409A of the Code, no event shall constitute a Change in Control for purposes of the Plan unless such event also constitutes a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5).
Section 2.9 "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations and other interpretive guidance promulgated thereunder.
Section 2.10 "Committee" means the Compensation Committee of the Board, or such other committee as may be designated by the Board to administer the Plan. The Committee shall consist of not less than two (2) members of the Board, each of whom shall qualify as (a) a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act and (b) an "independent director" within the meaning of the applicable listing rules of Nasdaq. If the Board has not designated a Committee, or if no Committee is then serving, the full Board shall administer the Plan and shall be deemed to be the "Committee" for purposes of the Plan. Notwithstanding the foregoing, with respect to Awards granted to non-employee members of the Board, the "Committee" shall be deemed to mean the full Board.
Section 2.11 "Common Stock" means the common stock, par value $[●] per share, of the Company, or such other securities as may be substituted therefor pursuant to Article IV.
Section 2.12 "Company" means Skybridge Fintech Holdings, Inc., a Delaware corporation, which shall be the surviving entity following the consummation of the Business Combination and the domestication of Pinnacle Growth Acquisition Corp. as a Delaware corporation, or any successor thereto.
Section 2.13 "Consultant" means any natural person who provides bona fide services to the Company or any Subsidiary, other than services provided in connection with the offer or sale of securities in a capital-raising transaction, and who is eligible to receive Awards registered on a Registration Statement on Form S-8 promulgated by the Securities and Exchange Commission under the Securities Act.
Section 2.14 "Disability" means, with respect to any Participant: (a) for purposes of Incentive Stock Options, a permanent and total disability within the meaning of Section 22(e)(3) of the Code; and (b) for all other purposes, a condition under which the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or any Subsidiary, in each case within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder.
Section 2.15 "Effective Date" means the date of the closing of the Business Combination, subject to approval of the Plan by the stockholders of Pinnacle Growth Acquisition Corp. at the Extraordinary General Meeting held in connection with the Business Combination.
Section 2.16 "Eligible Person" means any Employee, Consultant, or non-employee Director of the Company or any Subsidiary who is eligible to receive Awards under the Plan. Notwithstanding the foregoing, Incentive Stock Options may be granted only to Employees of the Company or a Subsidiary within the meaning of Section 424 of the Code.
Section 2.17 "Employee" means any person treated as an employee of the Company or any Subsidiary for purposes of applicable tax withholding. The payment of a director's fee by the Company or any Subsidiary shall not be sufficient, by itself, to constitute "employment" of such director by the Company or such Subsidiary.
Section 2.18 "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.
Section 2.19 "Exercise Price" means, with respect to any Option or Stock Appreciation Right, the per-share price at which shares of Common Stock may be purchased upon exercise of such Option or Stock Appreciation Right, as set forth in the applicable Award Agreement.
Section 2.20 "Fair Market Value" means, as of any date of determination:
(a) if the Common Stock is listed on Nasdaq or another national securities exchange, the closing sales price per share of Common Stock as reported on such exchange on the date of determination, or if no sales of Common Stock are reported on such exchange on such date, the closing sales price on the last preceding day on which sales of Common Stock were so reported;
(b) if the Common Stock is not listed on a national securities exchange but is traded in the over-the-counter market, the mean of the highest bid and lowest asked prices per share on the date of determination, as reported by the OTC Bulletin Board, Greaves & Co., or a comparable reporting service, or if no such prices are reported on such date, on the last preceding day on which such prices were reported; or
(c) if the Common Stock is not listed on a national securities exchange and is not traded in the over-the-counter market, the fair market value per share as determined by the Committee in good faith, using such methods or procedures as it may establish from time to time, and in a manner consistent with the requirements of Section 409A of the Code.
Section 2.21 "Fiscal Year" means the fiscal year of the Company as in effect from time to time.
Section 2.22 "Good Reason" means, with respect to any Participant, "Good Reason" as defined in such Participant's Award Agreement or, if not defined therein, as defined in such Participant's employment agreement, offer letter, or other written agreement with the Company or any Subsidiary. In the absence of any such definition, "Good Reason" shall mean the occurrence, without the Participant's express written consent, of any of the following events: (a) a material diminution in the Participant's base compensation; (b) a material diminution in the Participant's authority, duties, or responsibilities; (c) a material change in the geographic location at which the Participant must perform services for the Company or a Subsidiary (which, for this purpose, means a relocation of more than fifty (50) miles from the Participant's principal place of employment); or (d) any other action or inaction that constitutes a material breach by the Company or a Subsidiary of the agreement under which the Participant provides services; provided, however, that no event shall constitute "Good Reason" unless (i) the Participant provides written notice to the Company of the condition giving rise to Good Reason within thirty (30) days of the initial occurrence of such condition, (ii) the Company fails to remedy such condition within thirty (30) days following receipt of such written notice, and (iii) the Participant's Termination of Service occurs within thirty (30) days following the expiration of such cure period.
Section 2.23 "Incentive Stock Option" or "ISO" means an Option that is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Code and the Treasury Regulations promulgated thereunder.
Section 2.24 "Nasdaq" means The Nasdaq Stock Market LLC, or any successor securities exchange.
Section 2.25 "Non-Qualified Stock Option" or "NQSO" means an Option that is not intended to qualify as, or does not qualify as, an Incentive Stock Option.
Section 2.26 "Option" means a right granted under Article VI of the Plan to purchase a specified number of shares of Common Stock at a stated Exercise Price, which may be designated as an Incentive Stock Option or a Non-Qualified Stock Option.
Section 2.27 "Other Stock-Based Award" means an Award granted under Section 11.1 of the Plan that is denominated in, valued by reference to, or otherwise based on or related to, shares of Common Stock.
Section 2.28 "Participant" means any Eligible Person who has been granted an Award under the Plan that remains outstanding, including any Award that has been exercised but with respect to which shares have not yet been delivered.
Section 2.29 "Performance Award" means an Award granted under Article X of the Plan, the vesting, exercisability, or settlement of which is conditioned, in whole or in part, upon the attainment of specified Performance Goals over a designated Performance Period.
Section 2.30 "Performance Goals" means the objective or subjective criteria established by the Committee for a Performance Period, based upon one or more of the performance measures set forth in Section 10.2 or such other criteria as the Committee may determine in its discretion, measured on an absolute basis or relative to one or more peer group companies, indices, budgets, forecasts, or other standards, and which may be applied on a Company-wide, divisional, business unit, subsidiary, or individual basis.
Section 2.31 "Performance Period" means the period of time during which Performance Goals applicable to a Performance Award are measured, as specified in the applicable Award Agreement.
Section 2.32 "Restricted Stock" means shares of Common Stock granted under Article VIII of the Plan that are subject to restrictions on transferability and/or a substantial risk of forfeiture, as set forth in the applicable Award Agreement.
Section 2.33 "Restricted Stock Unit" or "RSU" means a right granted under Article IX of the Plan to receive shares of Common Stock (or cash, or a combination thereof) upon the satisfaction of specified vesting conditions, as set forth in the applicable Award Agreement.
Section 2.34 "Securities Act" means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.
Section 2.35 "Stock Appreciation Right" or "SAR" means a right granted under Article VII of the Plan to receive payment, in shares of Common Stock, cash, or a combination thereof, equal to the excess of the Fair Market Value of a specified number of shares of Common Stock on the date of exercise over the Exercise Price of such right.
Section 2.36 "Subsidiary" means (a) for purposes of Incentive Stock Options, any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain, within the meaning of Section 424(f) of the Code, and (b) for all other purposes under the Plan, any corporation, limited liability company, partnership, joint venture, or other entity in which the Company owns, directly or indirectly, a majority of the equity interests or has the power to direct the management and policies thereof, whether through ownership of voting securities, by contract, or otherwise.
Section 2.37 "Termination of Service" means the date on which a Participant ceases to be an Employee, Consultant, or non-employee Director of the Company or any Subsidiary, as applicable. For purposes of the Plan, a Participant's Termination of Service shall not be deemed to have occurred by reason of a transfer of the Participant between the Company and any Subsidiary or between two Subsidiaries, or by reason of a change in the capacity in which the Participant renders service to the Company or a Subsidiary (e.g., from Employee to Consultant), provided that there is no interruption or gap in the provision of services. An approved leave of absence or an absence due to military service, sickness, or other bona fide reason shall not be deemed a Termination of Service during the first six (6) months thereof, or for such longer period as the Participant's right to re-employment is guaranteed by statute or contract; provided, however, that if the leave of absence exceeds six (6) months and the Participant's right to re-employment is not guaranteed by statute or contract, the Participant shall be deemed to have experienced a Termination of Service on the first day following such six-month period for purposes of any Award that is subject to Section 409A of the Code. Notwithstanding the foregoing, a Termination of Service shall be determined in a manner consistent with the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, to the extent applicable.
Section 2.38 "Ten Percent Stockholder" means an individual who, at the time of grant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary, within the meaning of Section 422(b)(6) of the Code, taking into account the attribution rules of Section 424(d) of the Code.
ARTICLE III — ADMINISTRATION
Section 3.1 Committee Authority. The Plan shall be administered by the Committee. In the event that a Committee has not been designated by the Board, or no Committee is then serving, the full Board shall serve as the Committee and shall have all of the powers and authority granted to the Committee hereunder. Subject to the terms of the Plan and Applicable Law, the Committee shall have full power and authority to:
(a) select the Eligible Persons to whom Awards are granted;
(b) determine the types of Awards to be granted and the number of shares of Common Stock or dollar amounts subject to each Award;
(c) determine and establish the terms and conditions of each Award (including the Exercise Price, vesting schedule, Performance Goals, Performance Period, settlement method, and any applicable restrictions or forfeiture conditions), and to approve the forms of Award Agreements for use under the Plan;
(d) modify, amend, or adjust the terms and conditions of any outstanding Award, subject to the limitations set forth in the Plan (including the prohibition on repricing set forth in Section 13.7);
(e) determine whether, to what extent, and under what circumstances Awards may be settled, exercised, cancelled, forfeited, or suspended;
(f) interpret and administer the Plan and any Award Agreement, and resolve any ambiguity, correct any deficiency, and reconcile any inconsistency in the Plan or any Award Agreement;
(g) adopt, amend, and rescind rules, guidelines, and procedures relating to the Plan;
(h) establish and modify Performance Goals, Performance Periods, and the methodology for measuring the attainment of Performance Goals;
(i) determine whether and to what extent adjustments should be made pursuant to Section 4.4;
(j) accelerate the vesting or exercisability of, eliminate or make less restrictive any restrictions contained in, waive any restriction or other provision of, or otherwise amend or modify any Award, in each case subject to the terms of the Plan;
(k) determine the Fair Market Value of Common Stock as required under the Plan;
(l) authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Award;
(m) impose such additional conditions, restrictions, and limitations upon the grant, exercise, or retention of Awards as the Committee may, before or concurrently with the grant thereof, deem appropriate, including requiring a Participant to execute a non-competition, non-solicitation, confidentiality, or other restrictive covenant agreement as a condition to the grant or vesting of an Award; and
(n) make all other determinations and take all other actions that the Committee deems necessary or advisable for the administration of the Plan and the effectuation of its purposes.
Section 3.2 Delegation. To the extent permitted by Applicable Law, the Committee may delegate to one or more officers of the Company (each, a "Delegatee") the authority to grant Awards to Eligible Persons who are not "officers" within the meaning of Section 16 of the Exchange Act, not members of the Board, and not otherwise subject to Section 16 of the Exchange Act, and to determine the terms and conditions of such Awards; provided, however, that (a) the Committee shall fix the maximum aggregate number of shares of Common Stock that may be subject to Awards granted by any such Delegatee pursuant to such delegated authority (which number shall not exceed [●] shares, subject to adjustment as provided in Section 4.4), (b) such delegation shall comply with the requirements of the Delaware General Corporation Law (including Section 157 thereof), and (c) each such Delegatee shall report periodically to the Committee regarding the nature and scope of Awards granted pursuant to such delegated authority. Any Awards granted by a Delegatee pursuant to this Section 3.2 shall be deemed granted by the Committee for purposes of the Plan.
Section 3.3 Decisions Final and Binding. All determinations, decisions, and interpretations made by the Committee (or any Delegatee, to the extent of its delegated authority) with respect to the Plan or any Award shall be final, conclusive, and binding on all persons, including the Company, its stockholders, any Subsidiary, any Participant, any holder or beneficiary of any Award, and any person claiming rights under the Plan or any Award Agreement. No member of the Committee or any Delegatee shall be liable for any action or determination made in good faith with respect to the Plan or any Award.
Section 3.4 Indemnification. Each member of the Committee, each member of the Board, and each officer or employee of the Company or any Subsidiary to whom authority has been delegated under Section 3.2 shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys' fees and expenses) that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit, or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan or any Award Agreement, to the fullest extent permitted by Applicable Law and the Company's certificate of incorporation and bylaws, as in effect from time to time. Each such person shall be deemed to be acting in good faith if such person's action, or failure to act, was in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. The foregoing right of indemnification shall be in addition to any other rights of indemnification to which such person may be entitled under the Company's certificate of incorporation or bylaws, as a matter of law, or otherwise.
ARTICLE IV — SHARES SUBJECT TO THE PLAN
Section 4.1 Share Reserve. Subject to adjustment as provided in Section 4.4, the maximum aggregate number of shares of Common Stock that may be issued under the Plan shall be [●] shares of Common Stock (the "Share Reserve"). For the avoidance of doubt, the Share Reserve represents the total number of shares of Common Stock that may be issued or transferred pursuant to Awards granted under the Plan, and is intended to represent approximately [●]% of the fully diluted post-closing capitalization of the Company as of the Effective Date. Shares of Common Stock issued under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares, or shares reacquired by the Company.
Section 4.2 Incentive Stock Option Limit. Subject to adjustment as provided in Section 4.4, the maximum aggregate number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options granted under the Plan shall be [●] shares of Common Stock.
Section 4.3 Share Counting; Recycling.
(a) General. Each share of Common Stock subject to an Award granted under the Plan shall reduce the Share Reserve by one (1) share.
(b) Shares Returned to Reserve. If any Award is forfeited, cancelled, or expires without having been fully exercised or settled, or if any Award is settled in cash rather than in shares of Common Stock, the shares of Common Stock subject to such Award (or the portion thereof that was forfeited, cancelled, expired, or cash-settled) shall again become available for the grant of Awards under the Plan.
(c) Shares Not Returned to Reserve. Notwithstanding Section 4.3(b):
(i) shares of Common Stock withheld by the Company or tendered by a Participant (by either actual delivery or attestation) to satisfy the Exercise Price of an Option shall not again become available for the grant of Awards under the Plan;
(ii) shares of Common Stock withheld by the Company or tendered by a Participant (by either actual delivery or attestation) to satisfy tax withholding obligations arising in connection with any Award shall not again become available for the grant of Awards under the Plan;
(iii) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options shall not be added to the Share Reserve; and
(iv) the full number of shares of Common Stock subject to a Stock Appreciation Right that is settled in shares shall be counted against the Share Reserve, regardless of the actual number of shares delivered upon settlement.
(d) Substitute Awards. Awards granted in assumption of, or in substitution for, outstanding awards previously granted by an entity that is acquired by or merged with the Company or any Subsidiary ("Substitute Awards") shall not reduce the Share Reserve. Additionally, in the event that an entity acquired by or merged with the Company or any Subsidiary has shares available under a pre-existing plan approved by the stockholders of such entity and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or merger) may be used for Awards under the Plan and shall not reduce the Share Reserve; provided, however, that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or merger.
Section 4.4 Adjustments for Changes in Capitalization.
(a) Adjustment Events. In the event that any dividend (other than ordinary cash dividends), stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, spin-off, split-up, repurchase, exchange of shares, issuance of warrants or other rights to acquire Common Stock, or other similar corporate event or transaction affects the Common Stock such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of the following: (i) the number and kind of shares of Common Stock (or other securities) subject to the Share Reserve, the ISO limit set forth in Section 4.2, and the non-employee director compensation limit set forth in Section 4.5; (ii) the number and kind of shares of Common Stock (or other securities) subject to outstanding Awards; (iii) the Exercise Price or grant price applicable to outstanding Awards; and (iv) any other terms or conditions of outstanding Awards that the Committee determines should be adjusted.
(b) Committee Discretion. Any adjustments under this Section 4.4 shall be made by the Committee, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding, and conclusive. No fractional shares of Common Stock shall be issued pursuant to any such adjustment, and any fractional shares resulting from any adjustment shall be eliminated by rounding down to the nearest whole share (with the Exercise Price being correspondingly adjusted). The Committee shall not make any adjustment under this Section 4.4 that would cause any Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or that would cause any Award that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A.
Section 4.5 Non-Employee Director Award Limits. Notwithstanding any provision of the Plan to the contrary, the aggregate grant date fair value of equity Awards granted under the Plan (computed as of the date of grant in accordance with applicable financial accounting rules) and cash fees paid by the Company to any non-employee Director in any single Fiscal Year shall not exceed $[●]; provided, however, that the foregoing limitation shall not apply to Awards granted to a non-employee Director who serves as Chairman of the Board or Lead Independent Director, for whom the foregoing limit shall be $[●]. For the avoidance of doubt, any compensation that is deferred shall be counted toward this limit for the Fiscal Year in which it is first earned, not the Fiscal Year in which it is paid. The Board may make exceptions to the applicable limit in extraordinary circumstances, as the Board may determine in its discretion, provided that the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation.
ARTICLE V — ELIGIBILITY
Section 5.1 Eligible Persons. Awards may be granted under the Plan to Employees, Consultants, and non-employee Directors of the Company and its Subsidiaries, as determined by the Committee. Notwithstanding the foregoing, Incentive Stock Options may be granted only to Employees of the Company or a Subsidiary within the meaning of Section 424 of the Code. An Eligible Person who has been granted an Award may, if otherwise eligible, be granted additional Awards.
Section 5.2 Determination by Committee. The Committee shall, in its sole discretion, determine which Eligible Persons shall be granted Awards under the Plan, the type and terms of each Award, the number of shares of Common Stock or cash amount subject to each Award, and all other terms and conditions of each Award. The Committee's determination of the Eligible Persons to receive Awards and the terms and conditions thereof need not be uniform and may be made selectively among Eligible Persons, whether or not such Eligible Persons are similarly situated.
ARTICLE VI — STOCK OPTIONS
Section 6.1 Grant of Options. Subject to the terms and conditions of the Plan, the Committee may grant Options to Eligible Persons at any time and from time to time. Each Option granted under the Plan shall be designated as either an Incentive Stock Option or a Non-Qualified Stock Option. In the absence of any designation, an Option shall be deemed to be a Non-Qualified Stock Option. Subject to Section 6.6, the Committee shall determine the number of shares of Common Stock subject to each Option, which number shall be set forth in the applicable Award Agreement.
Section 6.2 Exercise Price. The Exercise Price per share of Common Stock subject to each Option shall be determined by the Committee and set forth in the applicable Award Agreement; provided, however, that:
(a) the Exercise Price per share shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant of such Option; and
(b) in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the Exercise Price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value of a share of Common Stock on the date of grant of such Option.
Notwithstanding the foregoing, the Exercise Price of a Substitute Award granted as an Option may be less than the Fair Market Value of a share of Common Stock on the date of grant, provided that the Exercise Price is determined in a manner consistent with the requirements of Section 409A of the Code and, in the case of an Incentive Stock Option, Section 424 of the Code.
Section 6.3 Term. The term of each Option shall be determined by the Committee and set forth in the applicable Award Agreement; provided, however, that:
(a) the term of any Option shall not exceed ten (10) years from the date of grant; and
(b) in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the term shall not exceed five (5) years from the date of grant.
If an Option is not exercised before the expiration of its term, it shall be deemed to have been forfeited and shall terminate automatically.
Section 6.4 Vesting. The vesting schedule applicable to each Option shall be as determined by the Committee in its discretion and set forth in the applicable Award Agreement, subject to the minimum vesting requirements of Section 13.10 of the Plan. Unless the Committee determines otherwise, the typical vesting schedule for Options granted under the Plan shall be four-year ratable vesting, with twenty-five percent (25%) of the shares subject to the Option vesting on the first anniversary of the date of grant and the remaining seventy-five percent (75%) vesting in equal monthly or quarterly installments over the succeeding thirty-six (36) months of continued service; provided, however, that the Committee may, in its discretion, establish any other vesting schedule it deems appropriate, including performance-based vesting, cliff vesting, or any other time-based or milestone-based schedule.
Section 6.5 Exercise and Payment. Options shall be exercised by delivery of written or electronic notice of exercise to the Company (or its designated agent) in accordance with the procedures established by the Committee, specifying the number of shares of Common Stock to be purchased and accompanied by payment in full of the aggregate Exercise Price. The aggregate Exercise Price may be paid by any one or a combination of the following methods, as determined by the Committee and set forth in the applicable Award Agreement:
(a) cash, certified check, bank draft, or wire transfer of immediately available funds;
(b) tendering (either by actual delivery or by attestation) shares of Common Stock previously acquired by the Participant that have a Fair Market Value on the date of tender equal to the aggregate Exercise Price;
(c) a "cashless exercise" or broker-assisted sale, in which the Participant delivers irrevocable instructions to a broker approved by the Company to sell shares of Common Stock subject to the Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the aggregate Exercise Price and any applicable tax withholding obligations;
(d) a "net exercise" arrangement, pursuant to which the Company shall reduce the number of shares of Common Stock issuable upon exercise of the Option by the number of shares having a Fair Market Value on the date of exercise equal to the aggregate Exercise Price (and, if the Committee so determines, any applicable tax withholding obligations); or
(e) any other method approved by the Committee, to the extent permitted by Applicable Law.
No shares of Common Stock shall be delivered pursuant to the exercise of an Option until the Exercise Price has been paid in full and all applicable tax withholding obligations have been satisfied or provided for.
Section 6.6 ISO Limitations.
(a) $100,000 Limitation. To the extent that the aggregate Fair Market Value of shares of Common Stock (determined as of the date of grant) with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under the Plan and all other plans of the Company and its Subsidiaries) exceeds one hundred thousand dollars ($100,000), such Options shall be treated as Non-Qualified Stock Options to the extent of such excess, determined in accordance with Section 422(d) of the Code.
(b) Ordering Rule. For purposes of Section 6.6(a), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the shares of Common Stock subject to an Incentive Stock Option shall be determined as of the date of grant of such Option.
(c) Automatic Conversion. If an Option that is intended to qualify as an Incentive Stock Option fails to so qualify for any reason, such Option (or the portion thereof that fails to qualify) shall be treated as a Non-Qualified Stock Option, without any further action by the Committee or the Participant.
(d) Notice of Disqualifying Disposition. Each Participant who receives an Incentive Stock Option shall agree to notify the Company in writing immediately after the Participant makes a "disqualifying disposition" of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option, within the meaning of Sections 421(b) and 422(a)(1) of the Code.
Section 6.7 Termination of Service. Unless otherwise provided in the applicable Award Agreement or any separate written agreement between the Company and the Participant, the following rules shall apply upon a Participant's Termination of Service:
(a) Termination Without Cause (Other Than by Reason of Death or Disability). If a Participant's Termination of Service occurs for any reason other than Cause, death, or Disability, any unvested portion of the Option shall immediately terminate and be forfeited, and the Participant (or the Participant's permitted transferee) may exercise the vested portion of the Option for a period of ninety (90) days following the date of such Termination of Service (but in no event beyond the original expiration date of the Option).
(b) Termination for Cause. If a Participant's Termination of Service occurs for Cause, all Options (whether vested or unvested) shall immediately terminate and be forfeited as of the date of such Termination of Service, and the Participant shall have no further rights with respect thereto.
(c) Disability. If a Participant's Termination of Service occurs by reason of the Participant's Disability, any unvested portion of the Option shall immediately terminate and be forfeited, and the Participant (or the Participant's permitted transferee) may exercise the vested portion of the Option for a period of twelve (12) months following the date of such Termination of Service (but in no event beyond the original expiration date of the Option).
(d) Death. If a Participant's Termination of Service occurs by reason of the Participant's death, or if the Participant dies within the post-termination exercise period described in Section 6.7(a) or 6.7(c), any unvested portion of the Option shall immediately terminate and be forfeited, and the vested portion of the Option may be exercised by the Participant's estate, legal representative, or beneficiary designated under the Plan for a period of twelve (12) months following the date of death (but in no event beyond the original expiration date of the Option).
To the extent that an Option is not exercised within the applicable post-termination exercise period, the Option shall terminate and be forfeited.
ARTICLE VII — STOCK APPRECIATION RIGHTS
Section 7.1 Grant of SARs. Subject to the terms and conditions of the Plan, the Committee may grant Stock Appreciation Rights to Eligible Persons at any time and from time to time. SARs may be granted on a standalone basis ("Freestanding SARs") or in tandem with Options ("Tandem SARs"). A Tandem SAR may be granted at the time of, and with respect to, the related Option, and shall be exercisable only to the extent and at the times that the related Option is exercisable. Upon the exercise of a Tandem SAR, the related Option (or the portion thereof to which the Tandem SAR relates) shall be cancelled, and upon the exercise of the related Option, the Tandem SAR (or the portion thereof that relates to the Option exercised) shall be cancelled.
Section 7.2 Exercise Price. The Exercise Price per share of Common Stock subject to each SAR shall be determined by the Committee and set forth in the applicable Award Agreement; provided, however, that the Exercise Price per share shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant of such SAR. In the case of a Tandem SAR, the Exercise Price shall be equal to the Exercise Price of the related Option. Notwithstanding the foregoing, the Exercise Price of a Substitute Award granted as a SAR may be less than the Fair Market Value of a share of Common Stock on the date of grant, provided that the Exercise Price is determined in a manner consistent with the requirements of Section 409A of the Code.
Section 7.3 Term. The term of each SAR shall be determined by the Committee and set forth in the applicable Award Agreement; provided, however, that the term of any SAR shall not exceed ten (10) years from the date of grant. The term of a Tandem SAR shall not exceed the term of the related Option.
Section 7.4 Settlement. Upon the exercise of a SAR, the Participant shall be entitled to receive payment of an amount equal to the excess, if any, of the Fair Market Value of a share of Common Stock on the date of exercise over the Exercise Price of the SAR, multiplied by the number of shares with respect to which the SAR is exercised. At the discretion of the Committee, as set forth in the applicable Award Agreement, such payment may be made in shares of Common Stock (valued at Fair Market Value on the date of exercise), in cash, or in a combination of shares and cash.
Section 7.5 Other Terms. The vesting schedule, post-termination exercise periods, and other terms and conditions applicable to SARs shall be as determined by the Committee and set forth in the applicable Award Agreement. Unless the applicable Award Agreement provides otherwise, the provisions of Section 6.4 (Vesting), Section 6.7 (Termination of Service), and the other applicable provisions of Article VI shall apply to SARs on the same basis as they apply to Options, mutatis mutandis.
ARTICLE VIII — RESTRICTED STOCK
Section 8.1 Grant of Restricted Stock. Subject to the terms and conditions of the Plan, the Committee may grant shares of Restricted Stock to Eligible Persons at any time and from time to time. Each grant of Restricted Stock shall be evidenced by an Award Agreement specifying the number of shares granted, the applicable restrictions, the restriction period, and such other terms and conditions as the Committee may determine.
Section 8.2 Restrictions. Shares of Restricted Stock granted under the Plan shall be subject to such restrictions on transferability, risk of forfeiture, and other restrictions, if any, as the Committee may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments, or otherwise as the Committee may determine and set forth in the applicable Award Agreement. During the restriction period, the Participant shall not be permitted to sell, assign, transfer, pledge, hypothecate, or otherwise dispose of or encumber shares of Restricted Stock except as permitted by the Plan or the applicable Award Agreement.
Section 8.3 Certificates / Book Entry. Upon the grant of Restricted Stock, the Company shall cause shares to be registered in the name of the Participant, either (a) by book-entry registration with the Company's transfer agent, with appropriate notations regarding the applicable restrictions, or (b) if the Committee so determines, by the issuance of a stock certificate or certificates registered in the name of the Participant, which certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such shares. Any certificates representing Restricted Stock shall be held by the Company, the Company's transfer agent, or such other custodian as the Committee may designate, until the applicable restrictions have lapsed and the shares are no longer subject to a substantial risk of forfeiture. As a condition to the receipt of Restricted Stock, the Committee may require the Participant to deliver a duly signed stock power, endorsed in blank, or such other instrument of transfer as the Committee may prescribe.
Section 8.4 Rights During Restriction Period. Unless otherwise provided in the applicable Award Agreement:
(a) Voting Rights. The Participant shall have the right to vote shares of Restricted Stock during the restriction period.
(b) Dividend Rights. Any cash dividends paid with respect to shares of Restricted Stock shall be withheld by the Company and shall be subject to the same vesting conditions and restrictions as the shares of Restricted Stock to which they relate. Such dividends shall be paid to the Participant (without interest) only upon, and to the extent that, the underlying shares of Restricted Stock vest and the restrictions thereon lapse. If the underlying shares of Restricted Stock are forfeited, the Participant shall have no right to receive such withheld dividends. The Committee may, in its discretion, provide in the Award Agreement that dividends paid with respect to Restricted Stock shall be reinvested in additional shares of Common Stock, which additional shares shall be subject to the same restrictions as the underlying shares of Restricted Stock.
(c) Stock Dividends and Distributions. Any stock dividends or other distributions paid with respect to shares of Restricted Stock shall be subject to the same restrictions as the shares of Restricted Stock to which they relate and shall vest and become unrestricted at the same time as such underlying shares.
Section 8.5 Forfeiture. Unless otherwise provided in the applicable Award Agreement or any separate written agreement between the Company and the Participant, upon a Participant's Termination of Service prior to the lapse of the restrictions applicable to any shares of Restricted Stock, such unvested shares of Restricted Stock shall be immediately forfeited and returned to the Company, and the Participant shall have no further rights with respect thereto. Any dividends or distributions that were withheld or accumulated with respect to such forfeited shares shall also be forfeited.
ARTICLE IX — RESTRICTED STOCK UNITS
Section 9.1 Grant of RSUs. Subject to the terms and conditions of the Plan, the Committee may grant Restricted Stock Units to Eligible Persons at any time and from time to time. Each grant of RSUs shall be evidenced by an Award Agreement specifying the number of RSUs granted, the applicable vesting schedule, the settlement terms, and such other terms and conditions as the Committee may determine.
Section 9.2 Vesting. The vesting conditions applicable to each RSU Award shall be as determined by the Committee in its discretion and set forth in the applicable Award Agreement, subject to the minimum vesting requirements of Section 13.10 of the Plan. Vesting may be based upon the Participant's continued service with the Company or a Subsidiary over a specified period, the achievement of specified Performance Goals, or any combination thereof, as determined by the Committee.
Section 9.3 Settlement. Each vested RSU shall be settled by delivery to the Participant of one (1) share of Common Stock, an amount of cash equal to the Fair Market Value of one (1) share of Common Stock on the settlement date, or a combination of shares and cash, as specified in the applicable Award Agreement. Settlement shall occur within the period prescribed by the Award Agreement, which shall be no later than the fifteenth (15th) day of the third (3rd) month following the end of the calendar year in which such RSU vests (the "short-term deferral period" for purposes of Section 409A of the Code), unless (a) the Award Agreement specifies a later settlement date that constitutes a permissible payment event under Section 409A of the Code (including, without limitation, a separation from service, a specified date, a change in control event, death, or disability, each within the meaning of Section 409A), or (b) the Participant has made a valid deferral election under a separate deferred compensation plan of the Company that complies with Section 409A of the Code. In no event shall a Participant be permitted to designate the taxable year in which settlement of RSUs will occur.
Section 9.4 Dividend Equivalents. The Committee may, in its discretion, provide in an Award Agreement that a Participant shall be entitled to receive Dividend Equivalents with respect to RSUs. "Dividend Equivalents" means a right to receive an amount equal to the dividends paid on a number of shares of Common Stock equal to the number of RSUs then held by the Participant. If Dividend Equivalents are granted, they shall be subject to the same vesting conditions and restrictions as the RSUs to which they relate and shall be paid or settled only upon, and to the extent that, the underlying RSUs vest and are settled. Dividend Equivalents may be settled in cash, shares of Common Stock, or additional RSUs, as determined by the Committee and set forth in the applicable Award Agreement. To the extent that any RSUs are forfeited, any Dividend Equivalents credited with respect to such forfeited RSUs shall also be forfeited.
Section 9.5 Forfeiture. Unless otherwise provided in the applicable Award Agreement or any separate written agreement between the Company and the Participant, upon a Participant's Termination of Service, all unvested RSUs shall be immediately forfeited and cancelled, and the Participant shall have no further rights with respect thereto.
ARTICLE X — PERFORMANCE AWARDS
Section 10.1 Grant of Performance Awards. Subject to the terms and conditions of the Plan, the Committee may grant Performance Awards to Eligible Persons at any time and from time to time. A Performance Award may be denominated as an Award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Cash Awards, or any combination thereof, the vesting, exercisability, amount, or settlement of which is conditioned, in whole or in part, upon the attainment of one or more Performance Goals during a specified Performance Period. Each Performance Award shall be evidenced by an Award Agreement specifying the applicable Performance Goals, Performance Period, target and maximum payout levels, and such other terms and conditions as the Committee may determine.
Section 10.2 Performance Goals. The Committee shall establish Performance Goals for each Performance Award, which may be based on one or more of the following performance measures, determined with respect to the Company, one or more Subsidiaries, one or more business units, divisions, product lines, or geographic regions, or any combination thereof, and measured on an absolute basis, relative to one or more peer group companies, indices, budgets, forecasts, or other standards, or on a per-share or per-employee basis:
(a) revenue or net revenue;
(b) annual recurring revenue ("ARR");
(c) earnings before interest, taxes, depreciation, and amortization ("EBITDA") or adjusted EBITDA;
(d) net income or adjusted net income;
(e) earnings per share (basic or diluted);
(f) operating income or operating margin;
(g) free cash flow, cash flow from operations, or other cash flow metrics;
(h) total stockholder return;
(i) stock price or stock price appreciation;
(j) gross profit or gross margin;
(k) return on equity, return on assets, return on capital, or return on invested capital;
(l) customer acquisition, customer retention, customer satisfaction, or net promoter score;
(m) bookings, pipeline, or new contract value;
(n) market share;
(o) cost reduction or expense management targets;
(p) working capital targets;
(q) product development milestones;
(r) regulatory milestones or approvals;
(s) strategic objectives, including completion of acquisitions, divestitures, joint ventures, or other business transactions;
(t) environmental, social, and governance ("ESG") metrics;
(u) diversity, equity, and inclusion objectives; and
(v) any other criteria determined by the Committee in its sole discretion.
Performance Goals may be stated in terms of absolute levels, growth rates, or changes relative to a base period or a prior period, and may include or exclude the impact of specified items, events, or occurrences, as determined by the Committee.
Section 10.3 Certification. Prior to the vesting, payment, or settlement of any Performance Award, the Committee shall certify, in writing, the extent to which the applicable Performance Goals have been achieved and the corresponding payout level. Such certification shall be made at a meeting of the Committee held following the end of the applicable Performance Period and prior to the date of settlement. The Committee may delegate administrative functions related to the certification process to Company officers or employees, but the final certification determination shall be made by the Committee.
Section 10.4 Adjustment of Performance Goals. The Committee shall have the authority to adjust Performance Goals (upward or downward) in connection with any of the following events or circumstances, to the extent the Committee determines that such adjustment is appropriate and equitable: (a) asset write-downs; (b) litigation, claims, or settlements; (c) changes in tax laws, accounting standards, or other laws or regulatory rules affecting reported results; (d) reorganizations, restructurings, or other corporate events; (e) acquisitions or divestitures; (f) foreign currency effects; (g) extraordinary, unusual, or non-recurring items; (h) gains or losses on discontinued operations; (i) changes in accounting methods or policies; and (j) any other events or circumstances determined by the Committee. In making any such adjustment

SKYBRIDGE FINTECH HOLDINGS, INC.

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