[sheet: Overview]
Field | Detail
Prepared By | Calderwood & Harkness LLP (Naomi Petersen / Ryan Kowalski)
Client | Skybridge Fintech Ltd.
Client EIN | 83-2471560
Client Address | 1200 Market Street, Suite 1400, Wilmington, DE 19801
Matter | De-SPAC Business Combination with Pinnacle Growth Acquisition Corp.
Transaction Type | Forward triangular merger under Delaware law; Pinnacle Merger Sub Inc. merges with and into Skybridge, Skybridge surviving as wholly owned subsidiary of domesticated Pinnacle (renamed Skybridge Fintech Holdings, Inc.)
BCA Execution Date | April 14, 2025
Implied Enterprise / Equity Value | $450,000,000
Diligence Period | February 10, 2025 – March 28, 2025
Counterparty Counsel | Ashland Burke & Thayer LLP (William Ashford / Jennifer Kwan)
Target's Financial Advisor | Whitfield Royce & Co. (Gregory Fenton)
Target's Auditor | Graystone Thornton LLP (Helen Marchetti)
Responsible Partner | James Prentice (Calderwood & Harkness LLP)
Purpose | Identification of material contracts with change-of-control provisions, consent requirements, assignment restrictions, and termination triggers relevant to the business combination
Total Contracts Reviewed | ~62
Material Contracts Summarized | 34
Date of Summary | March 28, 2025
Status | Substantially complete; subject to bring-down review prior to closing
[sheet: Customer Agreements]
Contract # | Counterparty Name | Contract Type | Effective Date | Expiration / Renewal Date | Auto-Renewal | Annual Contract Value | % of FY2024 Revenue | Key Terms Summary | Change-of-Control Provision | CoC Provision Detail | Consent Required for Assignment | Assignment Restriction Detail | Termination for Convenience | Termination Notice Period | Termination Triggers Relevant to Transaction | Risk Level | Action Items / Notes
CUST-001 | Northland Federal Savings Bank | SaaS Platform Agreement — Payment Orchestration | 2021-09-01 | 2026-08-31 | Y (1-yr auto-renewal) | $8,200,000 | 9.4% | 5-year initial term; enterprise payment orchestration platform; dedicated instance; 99.95% uptime SLA; data residency in US | Y | Counterparty may terminate upon written notice within 90 days of change of control if successor entity is a direct competitor | Y | No assignment without prior written consent; consent not to be unreasonably withheld | N | N/A | Change of control termination right — need to confirm Pinnacle/combined company not deemed a 'direct competitor'; recommend pre-closing consent solicitation | Medium | Draft consent letter; confirm combined company's non-competitor status with Teresa Okafor
CUST-002 | Cascade Digital Bank, Inc. | Master Subscription Agreement — Embedded Finance API Suite | 2022-03-15 | 2025-03-14 (renewed to 2026-03-14) | Y (1-yr auto-renewal) | $6,750,000 | 7.7% | API-based embedded finance integration; volume-based pricing tiers; quarterly true-ups | N | No change-of-control provision | Y | Assignment restricted to affiliates only without consent; third-party assignment requires consent | Y | 180 days written notice | Merger constitutes assignment; consent required — anti-assignment clause broadly drafted | Medium | Seek consent pre-closing; note broad anti-assignment language
CUST-003 | Meridian Trust National Association | Platform License and Services Agreement | 2023-01-10 | 2028-01-09 | N | $5,400,000 | 6.2% | 5-year fixed term; white-label payment processing module; integration services included | Y | Change of control defined as transfer of >50% voting interests; triggers renegotiation right (not termination) | Y | Requires prior written consent for any assignment by operation of law or otherwise | N | N/A | Renegotiation right upon CoC; assignment by operation of law clause could be triggered by merger | Medium | Engage counterparty for consent and to discuss renegotiation scope
CUST-004 | Pinebrook Community Credit Union | SaaS Subscription Agreement — Core Payments Module | 2022-07-01 | 2025-06-30 | Y (2-yr auto-renewal) | $4,100,000 | 4.7% | Payment processing SaaS; fixed monthly fee plus per-transaction fees above threshold | N | None | N | Freely assignable to successors and assigns | Y | 90 days written notice | No issues identified; contract permits assignment to successors | Low | No action required
CUST-005 | Atlas Neobank Corp. | Enterprise Subscription and Integration Agreement | 2023-06-01 | 2026-05-31 | Y (1-yr auto-renewal) | $3,900,000 | 4.5% | Full-stack embedded finance platform; custom API integrations; dedicated support team | Y | Automatic termination upon change of control unless counterparty provides written waiver within 60 days of notice | Y | No assignment without consent | N | N/A | Automatic termination on CoC is aggressive — requires pre-closing waiver | High | Priority consent item; engage counterparty immediately; escalate to James Prentice if resistance encountered
CUST-006 | Summit Ridge Bancshares, Inc. | SaaS Subscription Agreement — Treasury Management Module | 2022-11-01 | 2025-10-31 | Y (1-yr auto-renewal) | $3,650,000 | 4.2% | Treasury management and cash positioning SaaS; multi-entity support; daily reconciliation feeds | N | None | Y | Assignment requires prior written consent; consent not to be unreasonably withheld | Y | 120 days written notice | Standard consent requirement; low complexity | Low | Seek consent pre-closing; routine
CUST-007 | Brookhaven National Bank | Platform License Agreement — Lending Origination | 2023-04-01 | 2026-03-31 | Y (1-yr auto-renewal) | $3,400,000 | 3.9% | Lending origination platform; white-label deployment; custom workflow engine | Y | Counterparty may elect to terminate within 45 days of written CoC notice | Y | No assignment without prior written consent | N | N/A | CoC termination right; 45-day election period is short — early notification recommended | Medium | Engage counterparty relationship manager; send early notification; coordinate with Priya Chandrasekaran
CUST-008 | Lakeview Mutual Savings Bank | Master Services Agreement — Digital Banking Platform | 2021-06-15 | 2026-06-14 | Y (2-yr auto-renewal) | $3,100,000 | 3.6% | Digital banking front-end and middleware; mobile and web channels; 99.9% uptime SLA | N | None | N | Freely assignable by either party to successors by merger or acquisition | Y | 90 days written notice | No issues; successor-friendly assignment clause | Low | No action required
CUST-009 | Trident Financial Technologies, Inc. | OEM License and Distribution Agreement | 2023-08-01 | 2026-07-31 | Y (1-yr auto-renewal) | $2,850,000 | 3.3% | OEM licensing of Skybridge payment rails to Trident for resale to micro-FI segment; royalty-based pricing | Y | Change of control triggers 90-day renegotiation window; if no agreement, either party may terminate on 30 days' notice | Y | No assignment without consent; consent may be withheld in licensor's sole discretion | N | N/A | CoC renegotiation right with termination fallback; sole discretion consent clause increases risk | Medium | Engage counterparty; prepare renegotiation strategy with commercial team
CUST-010 | Clearwater Savings & Loan Association | SaaS Subscription Agreement — Compliance Dashboard | 2024-01-15 | 2027-01-14 | Y (1-yr auto-renewal) | $2,600,000 | 3.0% | Regulatory compliance monitoring dashboard; automated reporting; real-time alerts | N | None | Y | Consent required; not to be unreasonably withheld or delayed | Y | 60 days written notice | Standard consent; low risk | Low | Seek consent; expect routine approval
CUST-011 | Heritage First Bancorp | Enterprise License Agreement — Fraud Prevention Suite | 2022-05-01 | 2025-04-30 (renewed to 2027-04-30) | Y (2-yr auto-renewal) | $2,400,000 | 2.7% | Enterprise fraud prevention platform; ML-based detection; case management module; 24/7 monitoring | N | None | N | Freely assignable to affiliates and successors | N | N/A | No issues; freely assignable | Low | No action required
CUST-012 | Pacific Shores Digital Credit Union | SaaS Subscription Agreement — Member Onboarding Platform | 2023-10-01 | 2026-09-30 | Y (1-yr auto-renewal) | $2,150,000 | 2.5% | Digital member onboarding; KYC/KYB workflows; document verification integration | N | None | Y | Consent required for assignment; consent not to be unreasonably withheld | Y | 90 days written notice | Standard consent; low risk | Low | Seek consent; routine
CUST-013 | Evergreen Community Bancorp | Platform Services Agreement — Payment Gateway | 2024-03-01 | 2027-02-28 | Y (1-yr auto-renewal) | $1,800,000 | 2.1% | Payment gateway services; merchant acquiring integration; PCI-compliant hosted payment pages | Y | Counterparty may terminate on 60 days' notice following change of control | Y | No assignment without consent | N | N/A | CoC termination right; engage early | Medium | Send consent letter; discuss continued partnership with customer success team
CUST-014 | Redstone National Bank & Trust | Master Subscription Agreement — Wealth Management API | 2024-06-01 | 2027-05-31 | Y (1-yr auto-renewal) | $1,700,000 | 1.9% | Wealth management data aggregation API; portfolio analytics; advisor dashboard | N | None | N | Freely assignable to successors and assigns | Y | 90 days written notice | No issues; freely assignable | Low | No action required
TOTALS / SUMMARY | 14 Customer Agreements | $52,000,000 | 59.6% | 6 with CoC provisions | 10 requiring consent | 1 High / 5 Medium / 8 Low
[sheet: Vendor Contracts]
Contract # | Counterparty Name | Contract Type | Effective Date | Expiration / Renewal Date | Auto-Renewal | Annual Cost | Key Terms Summary | Change-of-Control Provision | CoC Provision Detail | Consent Required for Assignment | Assignment Restriction Detail | Termination for Convenience | Termination Notice Period | Termination Triggers Relevant to Transaction | Risk Level | Action Items / Notes
VEND-001 | Ironclad Cloud Services, Inc. | Master Cloud Services Agreement — Infrastructure | 2021-04-01 | 2026-03-31 | Y (1-yr auto-renewal) | $4,800,000 | Primary cloud hosting provider; multi-region deployment; committed spend arrangement with annual volume discounts; 99.99% SLA | N | None | Y | Assignment requires 30 days advance written notice; provider may object only on creditworthiness grounds | Y | 12 months written notice | Assignment notice required; low risk given creditworthiness of combined company | Low | Provide assignment notice post-signing; no consent needed
VEND-002 | Fortbridge Payment Networks, LLC | Payment Network Access and Processing Agreement | 2022-01-15 | 2027-01-14 | N | $3,200,000 | Access to card network rails; interchange pass-through; PCI-DSS compliance requirements | Y | Payment network access subject to re-approval upon change of control; 90-day cure period | Y | Prior written consent required; network reserves right to conduct due diligence on assignee | N | N/A | Re-approval process could delay post-closing operations if not initiated pre-closing | High | Initiate re-approval process with Fortbridge; coordinate with Teresa Okafor and Daniel Hsiao on technical submission
VEND-003 | Sentinel Data Analytics Corp. | Data Services and Fraud Detection Agreement | 2023-03-01 | 2026-02-28 | Y (1-yr auto-renewal) | $2,100,000 | Real-time fraud scoring API; data analytics dashboards; ML model licensing | N | None | Y | No assignment without consent; consent not to be unreasonably withheld or delayed | Y | 90 days written notice | Standard consent requirement; low complexity | Low | Seek consent; expect routine approval
VEND-004 | Crestline Compliance Solutions, Inc. | BSA/AML Monitoring Platform License | 2023-08-01 | 2025-07-31 | Y (1-yr auto-renewal) | $1,450,000 | Bank Secrecy Act / AML transaction monitoring software; hosted solution; regulatory reporting module | N | None | N | Assignable to affiliates and successors by merger | Y | 60 days written notice | No issues; successor-friendly assignment clause | Low | No action required
VEND-005 | Ridgeway Telecom Services, Inc. | Managed Network and SD-WAN Agreement | 2022-09-01 | 2025-08-31 | Y (1-yr auto-renewal) | $1,200,000 | Managed network services; SD-WAN overlay; dedicated circuits to data centers; 99.95% availability SLA | N | None | Y | Assignment requires prior written consent; not to be unreasonably withheld | Y | 90 days written notice | Standard consent; low risk | Low | Seek consent; routine
VEND-006 | Pinnacle Cybersecurity Solutions, LLC | Managed Security Services Agreement | 2023-05-01 | 2026-04-30 | Y (1-yr auto-renewal) | $980,000 | 24/7 SOC monitoring; penetration testing; incident response retainer; vulnerability management | N | None | N | Freely assignable to successors | Y | 60 days written notice | No issues; freely assignable | Low | No action required; note name similarity to Pinnacle Growth — no affiliation
VEND-007 | Ashford Recruiting & Staffing, LLC | Master Staffing Services Agreement | 2023-01-15 | 2025-01-14 (renewed to 2026-01-14) | Y (1-yr auto-renewal) | $850,000 | IT staffing and professional services augmentation; rate card pricing; background check compliance | N | None | Y | Consent required for assignment; not to be unreasonably withheld | Y | 30 days written notice | Standard consent; low risk | Low | Seek consent; routine
VEND-008 | Harborline Document Management, Inc. | Enterprise Content Management License and Services | 2022-06-01 | 2025-05-31 (renewed to 2026-05-31) | Y (1-yr auto-renewal) | $620,000 | Document management platform; e-signature integration; records retention automation | N | None | N | Freely assignable | Y | 60 days written notice | No issues | Low | No action required
VEND-009 | Granite Peak Data Centers, LLC | Colocation and Disaster Recovery Agreement | 2021-10-01 | 2026-09-30 | N | $540,000 | Secondary DR colocation site; dedicated cabinet space; cross-connects; annual DR testing | Y | Change of control requires 60 days advance written notice; provider may adjust pricing upon CoC | Y | No assignment without consent | N | N/A | CoC notice required; potential pricing adjustment — review for materiality | Medium | Provide CoC notice; negotiate pricing hold through initial term
VEND-010 | Westbrook Legal Technology Services, Inc. | E-discovery and Litigation Hold Platform | 2024-02-01 | 2027-01-31 | Y (1-yr auto-renewal) | $380,000 | E-discovery platform; litigation hold management; data preservation automation | N | None | N | Assignable to successors by merger or reorganization | Y | 90 days written notice | No issues; successor-friendly | Low | No action required
TOTALS / SUMMARY | 10 Vendor Contracts | $16,120,000 | 2 with CoC provisions | 6 requiring consent | 1 High / 1 Medium / 8 Low
[sheet: Technology Licenses]
Contract # | Licensor Name | License Type | Effective Date | Expiration / Perpetual | License Scope | Annual Fee / One-Time Fee | Key Terms Summary | Change-of-Control Provision | CoC Provision Detail | Consent Required for Assignment | Assignment Restriction Detail | Termination Triggers Relevant to Transaction | Risk Level | Action Items / Notes
TECH-001 | Oakmont Software Systems, Inc. | Enterprise Software License — Encryption Engine | 2020-06-01 | Perpetual (with annual maintenance) | Worldwide, non-exclusive license to proprietary AES-256 encryption library for use in Skybridge payment processing products | $750,000/year (maintenance) | Perpetual license to proprietary encryption library; source code escrow; annual maintenance and updates | Y | License non-transferable upon change of control without licensor consent; licensor may terminate if consent not obtained within 120 days of closing | Y | Strict anti-assignment; no carveout for mergers or operation of law | Termination right if consent not obtained within 120 days post-CoC | High | Critical dependency; initiate consent discussions immediately; prepare fallback migration plan with Daniel Hsiao (CTO)
TECH-002 | Riverton Labs, Inc. | Patent License Agreement — Tokenization Technology | 2021-11-15 | 2031-11-14 | Non-exclusive license under 3 U.S. patents (Nos. 10,XXX,XXX; 10,XXX,XXX; 11,XXX,XXX) for payment tokenization methods; field-of-use limited to SaaS payment orchestration | $400,000/year | Non-exclusive license under 3 U.S. patents for payment tokenization methods; field-of-use limited to SaaS payment orchestration | N | None | Y | Assignment only with licensor's prior written consent | Standard consent; field-of-use limitation unchanged by transaction | Medium | Seek consent; confirm combined company operates within licensed field of use
TECH-003 | Globaledge API Consortium | API Specification License and Membership Agreement | 2022-04-01 | 2025-03-31 (renewed to 2026-03-31) | Access to open banking API specifications v2.0 and v3.0; implementation certification rights | $180,000/year (membership fee) | Access to open banking API specifications; participation in standards body; implementation certification | N | None | N | Membership transferable upon notice to consortium | No issues | Low | Provide notice of change in membership entity name post-closing
TECH-004 | Clearpath Geolocation Data, LLC | Data Feed License Agreement | 2023-01-01 | 2025-12-31 | Non-exclusive license to geolocation and IP intelligence data feeds for fraud prevention use within Skybridge products | $320,000/year | Geolocation and IP intelligence data feeds for fraud prevention; usage-based overage charges above 50M queries/month | N | None | Y | Consent required; not to be unreasonably withheld | Standard consent | Low | Seek consent pre-closing
TECH-005 | Bellweather Machine Learning, Inc. | ML Model License and Training Data Agreement | 2023-07-01 | 2026-06-30 | Non-exclusive license to pre-trained ML models for transaction risk scoring; includes access to anonymized training datasets | $290,000/year | Pre-trained ML models for real-time transaction risk scoring; quarterly model retraining; anonymized training data access; restricted to internal use within Skybridge platform | N | None | Y | Consent required; licensor may withhold consent if assignee is a direct competitor of Bellweather | Consent required; confirm combined entity not a Bellweather competitor | Medium | Seek consent; confirm non-competitor status of combined company
TOTALS / SUMMARY | 5 Technology Licenses | $1,940,000/year | 1 with CoC provision | 4 requiring consent | 1 High / 2 Medium / 2 Low
[sheet: Partnership Agreements]
Contract # | Partner Name | Agreement Type | Effective Date | Expiration / Renewal Date | Revenue Share / Economics | Key Terms Summary | Change-of-Control Provision | CoC Provision Detail | Consent Required for Assignment | Assignment Restriction Detail | Exclusivity | Termination Triggers Relevant to Transaction | Risk Level | Action Items / Notes
PART-001 | Whitmore Banking Solutions Group, LLC | Strategic Channel Partner Agreement | 2022-06-01 | 2025-05-31 (renewed to 2026-05-31) | 15% referral fee on first-year ACV of referred customers | Non-exclusive channel partner for community bank segment; co-marketing rights; lead referral program | Y | Either party may terminate within 60 days of change of control of the other party | Y | No assignment without consent | Non-exclusive | Mutual CoC termination right; risk of partner exercising opt-out | Medium | Engage Whitmore pre-closing to confirm continued partnership; prepare talking points for Priya Chandrasekaran
PART-002 | Pinnfield Consulting Partners, Inc. | Systems Integration Partnership Agreement | 2023-09-01 | 2026-08-31 | Joint go-to-market; shared implementation fees (60/40 split — Skybridge 60%, Pinnfield 40%) | SI partnership for enterprise implementations; certified integrator program; joint solution development | N | None | Y | Consent required for assignment | Non-exclusive | Standard consent | Low | Seek consent; routine
PART-003 | Harrington Fintech Accelerator, LLC | Co-Development and Revenue Share Agreement | 2024-01-15 | 2027-01-14 | 50/50 revenue share on jointly developed modules | Joint development of embedded lending module; shared IP in jointly developed code; revenue share on sales to mid-market FI segment | Y | Joint IP reverts to respective contributing parties upon change of control of either party; surviving entity retains license to joint IP | Y | No assignment except to affiliates | Exclusive for embedded lending module in mid-market FI segment | IP reversion clause is complex; need to confirm combined company retains full license rights to joint IP | High | Priority review item; involve IP counsel; confirm license survival post-merger with Leonard Cross and Teresa Okafor
PART-004 | Marlowe Asset Management Financial Advisory Network, LLC | Referral and Revenue Share Agreement | 2023-11-01 | 2025-10-31 | 10% referral commission on first 12 months of referred customer ACV | Referral partnership for wealth management and advisory firms adopting Skybridge APIs; warm lead introductions; quarterly pipeline reviews | N | None | N | Freely assignable to successors and assigns | Non-exclusive | No issues; freely assignable | Low | No action required
PART-005 | Brightline RegTech Alliance, Inc. | Technology Alliance and Co-Marketing Agreement | 2024-04-01 | 2027-03-31 | No direct revenue share; joint marketing fund ($200,000/year shared equally) | Technology alliance for combined compliance + payment solutions; joint go-to-market campaigns; shared booth at industry conferences; API interoperability commitment | Y | Either party may terminate on 90 days' notice following change of control if combined entity competes in RegTech space | Y | No assignment without prior written consent | Non-exclusive | CoC termination right if combined entity is RegTech competitor; need to assess Pinnacle portfolio | Medium | Assess whether combined company's product roadmap overlaps with RegTech; engage Brightline if risk identified
TOTALS / SUMMARY | 5 Partnership Agreements | 3 with CoC provisions | 4 requiring consent | 1 with exclusivity | 1 High / 2 Medium / 2 Low
[sheet: Credit Facility]
Field | Detail
Lender | Velthorn Commerce Bank, N.A.
Lender Address | 100 Federal Street, Boston, MA 02110
Agreement Type | Revolving Credit Agreement
Agreement Date | March 22, 2023
Amendment History | First Amendment dated September 15, 2023 (increased facility from $20M to $25M); Second Amendment dated June 1, 2024 (modified financial covenants)
Facility Size | $25,000,000 revolving credit facility
Outstanding Balance (as of April 14, 2025) | $18,500,000
Maturity Date | March 22, 2026
Interest Rate | SOFR + 275 bps
Commitment Fee on Unused Portion | 0.25% per annum on undrawn commitment
Security / Collateral | First priority lien on substantially all assets of Skybridge Fintech Ltd.
Financial Covenants | Minimum Liquidity: $10,000,000; Maximum Leverage Ratio: 3.5x; Minimum Revenue Growth: 15% YoY
Change-of-Control Provision | Yes — mandatory prepayment upon change of control (defined as acquisition of >50% voting equity); event of default if not repaid within 5 business days of CoC
Assignment Restriction | Skybridge may not assign without lender consent
Consent / Waiver Needed | Payoff at closing satisfies CoC mandatory prepayment; no consent needed if facility is repaid in full
Payoff Mechanism | Payoff letter to be obtained from Velthorn Commerce Bank, N.A.; funded from trust proceeds at closing; UCC-1 termination statements and lien releases to be delivered
Risk Level | Low — facility to be repaid in full at closing
Action Items | Obtain payoff letter with per diem interest ~30 days pre-closing; confirm UCC termination filing; coordinate wire instructions with Glenridge National Bank, N.A. (trust custodian)