COMPANY STOCKHOLDER SUPPORT AGREEMENT
Dated as of April 14, 2025
among
Harborview Partners,
ATLAS HORIZON VENTURES FUND II, LP,
PRIYA CHANDRASEKARAN,
and
SKYBRIDGE FINTECH LTD.
COMPANY STOCKHOLDER SUPPORT AGREEMENT
This COMPANY STOCKHOLDER SUPPORT AGREEMENT (this "Agreement"), dated as of April 14, 2025, is entered into by and among:
(i) Harborview Partners, a Delaware limited partnership ("Veltrano");
(ii) Atlas Horizon Ventures Fund II, LP, a Delaware limited partnership ("Atlas Horizon");
(iii) Priya Chandrasekaran, an individual ("Founder" and, together with Veltrano and Atlas Horizon, individually a "Stockholder" and collectively, the "Stockholders"); and
(iv) Skybridge Fintech Ltd., a Delaware corporation (the "Company").
Each of the foregoing is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company ("Parent" or "PGAC"), Pinnacle Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Parent ("Merger Sub"), and the Company have entered into that certain Business Combination Agreement, dated as of April 14, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "BCA"), pursuant to which, among other things, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent (which shall, prior to the Closing, be domesticated into a Delaware corporation and renamed "Skybridge Fintech Holdings, Inc."), in a transaction structured as a forward triangular merger under the Delaware General Corporation Law (the "DGCL"), at an implied enterprise value of Four Hundred Fifty Million Dollars ($450,000,000), with per-share merger consideration valued at Ten Dollars ($10.00) per share, and an earnout of up to 5,000,000 additional shares of Parent common stock (Tranche 1: 2,500,000 shares issuable if the volume-weighted average price ("VWAP") of Parent common stock equals or exceeds $12.50 for twenty (20) out of thirty (30) consecutive trading days within twenty-four (24) months following the Closing; and Tranche 2: 2,500,000 shares issuable if the VWAP of Parent common stock equals or exceeds $15.00 for twenty (20) out of thirty (30) consecutive trading days within thirty-six (36) months following the Closing);
WHEREAS, as of the date hereof: (a) Veltrano beneficially owns approximately 38.2% of the outstanding equity of the Company on a fully diluted basis; (b) Atlas Horizon beneficially owns approximately 22.7% of the outstanding equity of the Company on a fully diluted basis; and (c) Priya Chandrasekaran (Founder and Chief Executive Officer of the Company) holds a portion of the approximately 31.4% of the outstanding equity of the Company on a fully diluted basis that is held by the founder and management team, as more specifically set forth on Exhibit A attached hereto, such that the Stockholders collectively hold a sufficient number of shares of the Company's capital stock to approve and adopt the BCA and the Merger by written consent of the Company's stockholders in lieu of a meeting pursuant to Section 228 of the DGCL and the Company's Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and all shares of capital stock of the Company beneficially owned by each Stockholder (including any shares acquired after the date hereof through the Expiration Time) are collectively referred to herein as the "Subject Shares";
WHEREAS, it is a condition to the willingness of Parent and Merger Sub to enter into the BCA that the Stockholders enter into this Agreement, and each Stockholder acknowledges that Parent and Merger Sub are entering into the BCA in reliance upon the representations, warranties, covenants, and agreements of the Stockholders set forth herein; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the BCA.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, each Party agrees as follows:
ARTICLE I — DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below:
"Acquisition Proposal" shall have the meaning ascribed to such term in the BCA.
"BCA" means that certain Business Combination Agreement, dated as of April 14, 2025, by and among Parent, Merger Sub, and the Company, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Closing" shall have the meaning ascribed to such term in the BCA.
"Company" means Skybridge Fintech Ltd., a Delaware corporation, EIN 83-2471560, with its principal office and headquarters located at 1200 Market Street, Suite 1400, Wilmington, Delaware 19801.
"DGCL" means the Delaware General Corporation Law, Title 8 of the Delaware Code, as amended from time to time.
"Effective Time" shall have the meaning ascribed to such term in the BCA.
"Expiration Time" means the earlier of (a) the Effective Time and (b) the valid termination of the BCA in accordance with its terms.
"Material Adverse Effect" shall have the meaning ascribed to such term in the BCA.
"Merger Consideration" shall have the meaning ascribed to such term in the BCA.
"Merger Sub" means Pinnacle Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Parent.
"Outside Date" means October 14, 2025; provided that, in the event the conditions to the Closing have not been satisfied or waived on or prior to such date, the Outside Date may be extended to January 14, 2026 in accordance with the terms and conditions of the BCA.
"Parent" means Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company, EIN 88-3654921, with a U.S. office located at 590 Madison Avenue, 28th Floor, New York, New York 10022.
"Permitted Transfer" means a Transfer of Subject Shares (a) to an Affiliate of the Stockholder; (b) in the case of a Stockholder that is an individual, to a trust for the benefit of the Stockholder or the Stockholder's immediate family members (including a spouse, domestic partner, lineal descendant, or parent), or as a bona fide gift; (c) in the case of a Stockholder that is an entity, distributions or transfers to the partners, members, or stockholders of such entity in accordance with such entity's organizational documents; or (d) pursuant to a qualified domestic relations order; provided, in each case, that the transferee executes and delivers to the Company and Parent a joinder agreement in the form attached hereto as Exhibit B (or such other form as is reasonably satisfactory to Parent), agreeing to be bound by all terms and conditions of this Agreement as if such transferee were an original Stockholder party hereto.
"Sponsor" means Ridgeway Capital Holdings LLC, a Delaware limited liability company, whose managing member is Jonathan Mercer.
"Subject Shares" means, with respect to each Stockholder, all shares of common stock and preferred stock of the Company (and any securities convertible into or exercisable for shares of common stock of the Company, including options, warrants, and other convertible securities) that are beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by such Stockholder as of the date hereof, as set forth on Exhibit A hereto, together with any additional shares of common stock or preferred stock of the Company (or securities convertible into or exercisable for common stock) acquired by such Stockholder after the date hereof through the Expiration Time, whether by purchase, exercise of options or warrants, conversion, dividend, distribution, or otherwise.
"Superior Proposal" shall have the meaning ascribed to such term in the BCA.
"Transfer" means, with respect to any Subject Shares, any direct or indirect sale, assignment, transfer, conveyance, gift, bequest, pledge, hypothecation, encumbrance, grant of a security interest in, or other disposition of such Subject Shares, or any right, title, or interest therein (including by operation of law), whether voluntary or involuntary, including (i) the creation of any derivative position or entry into any swap, hedge, short sale, or other arrangement that transfers to another person any of the economic consequences of ownership of such Subject Shares, (ii) any transfer by means of any trust or other estate planning vehicle, and (iii) any agreement, arrangement, or understanding, whether or not in writing, to effect any of the foregoing. The terms "Transferred" and "Transferring" shall have correlative meanings.
Capitalized terms used in this Agreement but not otherwise defined herein shall have the respective meanings ascribed to such terms in the BCA, and the rules of construction set forth in Section 1.2 of the BCA shall apply mutatis mutandis to this Agreement.
ARTICLE II — WRITTEN CONSENT AND APPROVAL
Section 2.1 Written Consent in Favor of Merger. Each Stockholder hereby irrevocably and unconditionally agrees that, within five (5) business days following the date on which the Company delivers to such Stockholder a written consent in the form required by the Company's organizational documents and applicable provisions of the DGCL (including Section 228 thereof), such Stockholder shall duly execute and deliver to the Company (or, if applicable, shall appear in person or by proxy at any meeting of stockholders of the Company called for such purpose and vote all Subject Shares beneficially owned by such Stockholder) in favor of:
(a) the approval and adoption of the BCA and the transactions contemplated thereby, including the Merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent;
(b) the approval of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for the consideration and vote of the stockholders of the Company to a later date if there are not sufficient votes for approval on the date on which such meeting is held to approve such matters; and
(c) any other matters reasonably necessary or advisable for the consummation of the Merger and the other transactions contemplated by the BCA, including any amendments to the Company's certificate of incorporation or bylaws that are reasonably necessary to facilitate the consummation of such transactions.
The Parties acknowledge and agree that the combined beneficial ownership of the Stockholders, as set forth on Exhibit A hereto, is sufficient to constitute the requisite stockholder approval under the DGCL, the Company's Second Amended and Restated Certificate of Incorporation, and the Company's Amended and Restated Bylaws to approve and adopt the BCA and the Merger by written consent in lieu of a meeting. Each Stockholder agrees that, if a meeting of stockholders of the Company is convened for the purpose of, among other things, approving the BCA and the transactions contemplated thereby, such Stockholder shall cause the Subject Shares beneficially owned by such Stockholder to be counted as present thereat for purposes of calculating a quorum.
Section 2.2 Voting Against Competing Proposals. Each Stockholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the Expiration Time, such Stockholder shall vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) with respect to, all Subject Shares beneficially owned by such Stockholder against:
(a) any Acquisition Proposal or Superior Proposal (as such terms are defined in the BCA), or any proposal, offer, or indication of interest made by any person (other than Parent or Merger Sub) relating to any alternative business combination, merger, consolidation, share exchange, tender offer, recapitalization, reorganization, or similar transaction involving the Company or any of its subsidiaries;
(b) any action, proposal, transaction, or agreement that would reasonably be expected to (i) result in a breach of any representation, warranty, covenant, or obligation of the Company contained in the BCA, (ii) result in any condition to the Closing set forth in the BCA not being satisfied or fulfilled, or (iii) impede, interfere with, delay, postpone, discourage, or adversely affect the timely consummation of the Merger or any of the other transactions contemplated by the BCA; and
(c) any action, proposal, transaction, or agreement that would reasonably be expected to change in any manner the voting rights of any class or series of capital stock of the Company (including any amendments to the Company's certificate of incorporation or bylaws that would have such an effect) in a manner that is adverse to or inconsistent with the transactions contemplated by the BCA.
Section 2.3 No Inconsistent Agreements. Each Stockholder hereby covenants and agrees that, during the period commencing on the date hereof and continuing until the Expiration Time, such Stockholder shall not enter into any agreement, arrangement, or understanding (whether written or oral) with any person that would be inconsistent with, violate, or cause a breach of any provision of this Agreement. Without limiting the generality of the foregoing, no Stockholder shall grant any proxy, power of attorney, or other authorization or consent to any person with respect to any of the Subject Shares that conflicts with or is inconsistent with this Agreement, including any proxy, power of attorney, or consent that would restrict, limit, or interfere with the performance of such Stockholder's obligations hereunder.
Section 2.4 Revocation of Prior Proxies. Each Stockholder hereby revokes any and all prior proxies, powers of attorney, or other authorizations or consents granted by such Stockholder with respect to any of the Subject Shares to the extent that any such proxy, power of attorney, authorization, or consent would conflict with or be inconsistent with the provisions of this Agreement. Each Stockholder represents that any such proxies, powers of attorney, authorizations, or consents previously granted are hereby revoked, and no subsequent proxy, power of attorney, authorization, or consent shall be given or executed by such Stockholder (and if given or executed, shall not be effective) that conflicts with or is inconsistent with the provisions of this Agreement.
ARTICLE III — NO-TRANSFER COVENANTS
Section 3.1 Transfer Restrictions. From and after the date hereof until the Expiration Time, no Stockholder shall, directly or indirectly, Transfer any Subject Shares, or take any action that would make any such Transfer, except for Permitted Transfers made in compliance with Section 3.2 hereof. Any purported Transfer of Subject Shares in violation of this Section 3.1 shall be null and void ab initio, and the Company shall not, and shall instruct its transfer agent not to, register or otherwise give effect to any such purported Transfer on the books and records of the Company. Each Stockholder agrees that, in the event of any attempted Transfer of Subject Shares in contravention of this Section 3.1, the Company and Parent shall be entitled to all remedies available at law or in equity, including specific performance and injunctive relief, without the necessity of proving actual damages.
Section 3.2 Permitted Transfers. Notwithstanding Section 3.1, a Stockholder may Transfer Subject Shares in any of the following circumstances (each, a "Permitted Transfer"):
(a) Transfers to Affiliates of the Stockholder;
(b) in the case of a Stockholder that is an individual, Transfers to a trust established for the benefit of such Stockholder or such Stockholder's immediate family members (including a spouse, domestic partner, lineal descendant, parent, or sibling), or as a bona fide gift to any such family member or to a charitable organization described in Section 501(c)(3) of the Internal Revenue Code;
(c) in the case of a Stockholder that is an entity, distributions or Transfers to the partners, members, or stockholders of such entity in accordance with such entity's limited partnership agreement, operating agreement, or other organizational documents, as applicable;
(d) Transfers pursuant to a qualified domestic relations order issued by a court of competent jurisdiction; and
(e) Transfers made with the prior written consent of each of the Company and Parent.
provided, however, that, as a condition precedent to the effectiveness of any Permitted Transfer described in clauses (a) through (d) above, the applicable transferee shall have executed and delivered to the Company and Parent a joinder agreement substantially in the form attached hereto as Exhibit B (or in such other form as is reasonably satisfactory to Parent), pursuant to which such transferee shall agree to be bound by all of the terms and conditions of this Agreement as if such transferee were an original Stockholder party hereto, and any Permitted Transfer shall not relieve the transferring Stockholder of any of its obligations under this Agreement unless and until such joinder agreement has been duly executed and delivered.
Section 3.3 Encumbrances. During the period commencing on the date hereof and continuing until the Expiration Time, no Stockholder shall, directly or indirectly, pledge, hypothecate, grant any security interest in, create any lien or encumbrance on, or otherwise encumber any of the Subject Shares or any interest therein, except in connection with a Permitted Transfer made in compliance with Section 3.2 hereof. For the avoidance of doubt, the entry into any margin loan, stock lending arrangement, or similar financing transaction with respect to the Subject Shares is expressly prohibited during the term of this Agreement.
Section 3.4 Legend. Each Stockholder hereby irrevocably consents to the placement by the Company (or the Company's transfer agent) of a restrictive legend on any certificates (or book-entry notations) representing Subject Shares, substantially in the following form (or such other form as the Company and Parent may reasonably agree):
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND VOTING OBLIGATIONS PURSUANT TO THAT CERTAIN COMPANY STOCKHOLDER SUPPORT AGREEMENT, DATED AS OF APRIL 14, 2025, BY AND AMONG SKYBRIDGE FINTECH LTD., Harborview Partners, ATLAS HORIZON VENTURES FUND II, LP, AND PRIYA CHANDRASEKARAN. ANY TRANSFER OF THESE SHARES IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO ANY HOLDER OF RECORD OF THESE SHARES UPON REQUEST."
The Company shall promptly remove, or cause its transfer agent to remove, the legend described in this Section 3.4 from any certificates (or book-entry notations) representing Subject Shares upon the termination of this Agreement in accordance with Article VII hereof.
ARTICLE IV — ADDITIONAL SUPPORT COVENANTS
Section 4.1 No Solicitation; No Discussions. During the period commencing on the date hereof and continuing until the Expiration Time, each Stockholder shall not, and shall cause its officers, directors, employees, agents, representatives, Affiliates, and any persons acting on its behalf (collectively, its "Representatives") not to, directly or indirectly:
(a) solicit, initiate, knowingly encourage, or knowingly facilitate (including by way of furnishing non-public information) any inquiry, proposal, indication of interest, or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;
(b) enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information of or relating to the Company or any of its subsidiaries to any person (other than Parent, Merger Sub, or their respective Representatives) in connection with, or for the purpose of encouraging or facilitating, an Acquisition Proposal;
(c) approve, endorse, recommend, or enter into any letter of intent, memorandum of understanding, term sheet, merger agreement, acquisition agreement, joint venture agreement, or any other agreement, arrangement, or understanding (whether binding or non-binding) relating to or in connection with an Acquisition Proposal; or
(d) agree, resolve, propose, or offer to do, or authorize or permit any Representative to do, any of the foregoing.
Each Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, or communications with any person (other than among the Parties, Parent, and Merger Sub) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. In the event that a Stockholder or any of its Representatives receives any inquiry, proposal, indication of interest, or offer that constitutes, or would reasonably be expected to constitute or lead to, an Acquisition Proposal, or any request for non-public information relating to the Company or any of its subsidiaries in connection with an Acquisition Proposal, such Stockholder shall (i) promptly, and in any event within forty-eight (48) hours, notify the Company and Parent in writing of the receipt of such inquiry, proposal, indication of interest, offer, or request, including the identity of the person making such communication and the material terms and conditions thereof (and shall provide to the Company and Parent copies of any written materials received), and (ii) keep the Company and Parent reasonably informed, on a prompt basis, of the status of any such communications, discussions, or negotiations and any material changes to the terms and conditions thereof.
Section 4.2 Cooperation. Each Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable law to consummate and make effective the transactions contemplated by the BCA as promptly as practicable, including:
(a) executing and delivering any additional documents, instruments, conveyances, certificates, or other papers reasonably requested by the Company or Parent in connection with the consummation of the Merger or the other transactions contemplated by the BCA;
(b) cooperating with the Company and Parent in connection with any filings required to be made with the U.S. Securities and Exchange Commission (the "SEC"), including in connection with the registration statement on Form S-4 (SEC File No. 333-294817, initially filed on April 28, 2025, as it may be amended or supplemented from time to time) and any proxy solicitation by Advantage Proxy Advisors, Inc. or any successor proxy solicitor engaged in connection with the transactions contemplated by the BCA;
(c) cooperating with the Company and Parent in connection with any application for listing of the shares of Parent common stock on The Nasdaq Stock Market LLC ("Nasdaq");
(d) furnishing any information regarding such Stockholder that is reasonably required or requested for inclusion in any filing, document, or notification required to be made or delivered by the Company, Parent, or Merger Sub with or to any governmental authority, including the SEC, or any self-regulatory organization, including Nasdaq; and
(e) not taking any action that would, or would reasonably be expected to, make any representation or warranty of the Company contained in the BCA untrue or inaccurate in any material respect, or that would, or would reasonably be expected to, have the effect of preventing, impeding, or delaying the consummation of the Merger or any of the other transactions contemplated by the BCA.
Section 4.3 Notification of Certain Events. Each Stockholder shall promptly notify the Company and Parent in writing of:
(a) any acquisition or disposition of Subject Shares (or any securities convertible into or exercisable for Subject Shares), including without limitation through the exercise of options, warrants, or other convertible securities, conversion of preferred stock, or receipt of shares as compensation, in each case, occurring after the date hereof;
(b) the commencement or, to the knowledge of such Stockholder, threatened commencement of any legal proceeding, claim, action, suit, investigation, or arbitration against such Stockholder or any of its Affiliates in connection with, arising out of, or relating to the transactions contemplated by the BCA or this Agreement;
(c) any development, event, or circumstance that would, or would reasonably be expected to, render any representation or warranty of such Stockholder contained in this Agreement inaccurate or misleading in any material respect; and
(d) any notice or other communication received by such Stockholder from any governmental authority in connection with the transactions contemplated by the BCA or this Agreement.
Section 4.4 Waiver of Appraisal Rights. To the fullest extent permitted by applicable law, each Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise or assert, any rights of appraisal, dissenters' rights, or similar rights under Section 262 of the DGCL or any other provision of applicable law that such Stockholder may have in connection with or as a result of the Merger or the other transactions contemplated by the BCA. Each Stockholder agrees not to commence, join in, facilitate, assist, or encourage any claim, derivative action, or other proceeding, whether individual or class, challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the BCA (including any claim seeking additional or different consideration for the Subject Shares). For the avoidance of doubt, the waiver contained in this Section 4.4 is in addition to, and not in limitation of, any waiver of appraisal rights or dissenters' rights that may be set forth in the BCA or any other agreement to which such Stockholder is a party.
Section 4.5 Confidentiality. Each Stockholder acknowledges that it is bound by, and shall continue to comply in all respects with, any existing confidentiality, non-disclosure, or similar agreement with the Company, Parent, or any of their respective Affiliates, including, without limitation, that certain Mutual Non-Disclosure Agreement, dated as of January 22, 2025, by and between the Company and Parent (the "NDA"). Without limiting the generality of the foregoing, each Stockholder agrees not to disclose any non-public information relating to the transactions contemplated by the BCA or this Agreement to any person, except (a) to such Stockholder's Representatives who have a need to know such information in connection with the transactions contemplated hereby and who are bound by obligations of confidentiality no less restrictive than those contained in the NDA, (b) as may be required by applicable law, rule, or regulation (including any applicable securities laws), or (c) with the prior written consent of the Company and Parent.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder, severally and not jointly, represents and warrants to the Company as of the date hereof as follows:
Section 5.1 Organization and Authority (Entity Stockholders). With respect to each Stockholder that is an entity:
(a) Harborview Partners is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Veltrano has full limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Veltrano, and the consummation by Veltrano of the transactions contemplated hereby, have been duly authorized by all necessary partnership action on the part of Veltrano (including, if applicable, the approval of its general partner), and no other partnership proceedings on the part of Veltrano are necessary to authorize the execution, delivery, and performance of this Agreement.
(b) Atlas Horizon Ventures Fund II, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Atlas Horizon has full limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Atlas Horizon, and the consummation by Atlas Horizon of the transactions contemplated hereby, have been duly authorized by all necessary partnership action on the part of Atlas Horizon (including, if applicable, the approval of its general partner), and no other partnership proceedings on the part of Atlas Horizon are necessary to authorize the execution, delivery, and performance of this Agreement.
Section 5.2 Authority and Capacity (Individual Stockholder). Priya Chandrasekaran has full legal capacity, right, and authority to execute and deliver this Agreement, to perform her obligations hereunder, and to consummate the transactions contemplated hereby. No consent, approval, authorization, or order of, or filing, registration, or qualification with, any court, governmental authority, or other person is required for the execution, delivery, and performance by Priya Chandrasekaran of her obligations under this Agreement (other than such consents, approvals, authorizations, orders, filings, registrations, or qualifications as have been obtained or made prior to the date hereof).
Section 5.3 Due Execution and Delivery; Enforceability. This Agreement has been duly and validly executed and delivered by each Stockholder and constitutes the legal, valid, and binding obligation of each Stockholder, enforceable against each Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the "Enforceability Exceptions").
Section 5.4 No Conflicts. The execution, delivery, and performance of this Agreement by each Stockholder, and the consummation by each Stockholder of the transactions contemplated hereby, do not and will not:
(a) in the case of the entity Stockholders, violate, conflict with, or result in any breach of any provision of the limited partnership agreement or other organizational documents of such Stockholder;
(b) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, modification, or acceleration of any obligation, or the loss of any benefit, under any contract, agreement, note, bond, indenture, mortgage, lease, license, or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its properties or assets is bound;
(c) require any consent, approval, authorization, or permit of, or filing with or notification to, any governmental authority or any other person (other than any consent, approval, authorization, permit, filing, or notification that has been obtained or made prior to the date hereof); or
(d) violate any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree applicable to such Stockholder or any of its properties or assets.
Section 5.5 Ownership of Subject Shares. Each Stockholder represents and warrants that:
(a) as of the date hereof, such Stockholder is the record or beneficial owner of the Subject Shares set forth opposite such Stockholder's name on Exhibit A hereto, which sets forth the type of securities (common stock, preferred stock, options, warrants, or other convertible securities), number of shares, and approximate fully diluted ownership percentage for each Stockholder, including without limitation: (i) Harborview Partners holding approximately 38.2% of the Company's outstanding equity on a fully diluted basis; (ii) Atlas Horizon Ventures Fund II, LP holding approximately 22.7% of the Company's outstanding equity on a fully diluted basis; and (iii) Priya Chandrasekaran holding her specified number of shares and options as set forth on Exhibit A, constituting a portion of the approximately 31.4% of the Company's outstanding equity on a fully diluted basis held by the founder and management team;
(b) such Stockholder has good and valid title to all of its Subject Shares, free and clear of all liens, pledges, security interests, claims, options, rights of first refusal, preemptive rights, proxies (other than proxies in favor of the Company or Parent pursuant to this Agreement), charges, encumbrances, and restrictions of any kind or nature, other than (i) restrictions arising under applicable federal and state securities laws, (ii) restrictions arising under this Agreement, and (iii) restrictions set forth in the Company's organizational documents;
(c) except pursuant to this Agreement, the BCA, and the Lock-Up Agreement dated April 14, 2025 (the "Lock-Up Agreement"), no Stockholder is a party to any option, warrant, purchase right, or other contract, agreement, or commitment (whether written or oral) that could require such Stockholder to sell, transfer, assign, pledge, hypothecate, or otherwise dispose of any Subject Shares; and
(d) such Stockholder has not granted any proxy or power of attorney that is still in effect with respect to any Subject Shares, except as contemplated by this Agreement.
Section 5.6 No Litigation. As of the date hereof, no legal proceeding, claim, action, suit, investigation, arbitration, or other proceeding before any court, governmental authority, or arbitral tribunal is pending or, to the knowledge of such Stockholder, threatened against such Stockholder or any of its Affiliates that (a) challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of the transactions contemplated by this Agreement, or (b) would otherwise impair, prevent, or materially delay the ability of such Stockholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis.
Section 5.7 No Other Agreements. No Stockholder is a party to, or bound by, any voting agreement, voting trust, proxy arrangement, stockholders' agreement, or other contract, agreement, arrangement, or understanding (whether written or oral) with respect to the voting, purchase, sale, or other disposition of any Subject Shares, other than (a) this Agreement and (b) the Lock-Up Agreement. No Stockholder has entered into any agreement or arrangement that would be inconsistent with or violative of the provisions and agreements set forth in this Agreement.
Section 5.8 Reliance. Each Stockholder understands, acknowledges, and agrees that each of Parent and Merger Sub is entering into the BCA in reliance upon such Stockholder's execution, delivery, and performance of this Agreement and the representations, warranties, covenants, and agreements of such Stockholder set forth herein. Each Stockholder has had the opportunity to review the BCA and this Agreement and has had the opportunity to consult with legal counsel of its choosing regarding the terms, conditions, and consequences of entering into this Agreement.
ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to each Stockholder as of the date hereof as follows:
Section 6.1 Organization. Skybridge Fintech Ltd. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on June 15, 2018. The Company has full corporate power and authority to own, operate, and lease its properties and assets and to carry on its business as presently conducted.
Section 6.2 Authority. The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance of this Agreement.
Section 6.3 Enforceability. This Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
Section 6.4 No Conflicts. The execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in any breach of any provision of the Company's Second Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, (b) conflict with, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, any material contract, agreement, or instrument to which the Company is a party or by which the Company or any of its properties or assets is bound, or (c) violate any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree applicable to the Company or any of its properties or assets.
ARTICLE VII — TERMINATION
Section 7.1 Termination Events. This Agreement shall automatically terminate, and thereupon shall be of no further force or effect, without any action required on the part of any Party, upon the earliest to occur of:
(a) the Effective Time (at which point the obligations of the Parties hereunder shall be deemed to have been fully performed and discharged);
(b) the valid termination of the BCA in accordance with Article IX thereof, including, without limitation, upon the occurrence of the Outside Date (initially October 14, 2025, and if extended in accordance with the BCA, January 14, 2026); and
(c) the mutual written agreement of the Company, Parent, and each Stockholder to terminate this Agreement.
Section 7.2 Effect of Termination. Upon termination of this Agreement pursuant to Section 7.1, this Agreement shall become void and of no further force or effect, and there shall be no liability on the part of any Party (or any of its respective Representatives, Affiliates, partners, members, stockholders, directors, or officers) with respect hereto or the transactions contemplated hereby; provided, however, that:
(a) no Party shall be relieved from any liability for damages arising out of any willful and material breach of any provision of this Agreement occurring prior to such termination (it being understood and agreed that the right to pursue remedies for any such breach, including damages and equitable relief, shall survive any termination of this Agreement); and
(b) the provisions of this Article VII and Article VIII (Miscellaneous) shall survive any termination of this Agreement in accordance with their terms.
ARTICLE VIII — MISCELLANEOUS
Section 8.1 Notices. All notices, requests, claims, demands, consents, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) when sent by email (provided that no "bounce-back" or similar error or non-delivery message is received by the sender with respect thereto), or (c) one (1) business day after being sent by a nationally recognized overnight courier service (receipt requested), in each case to the applicable Party at the following addresses (or at such other address as such Party shall have specified by notice given in accordance with this Section 8.1):
If to the Company:
Skybridge Fintech Ltd. 1200 Market Street, Suite 1400 Wilmington, Delaware 19801
Attention: Teresa Okafor, General Counsel
Email: tokafor@skybridgefintech.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 125 Broad Street, 40th Floor New York, New York 10004
Attention: James Prentice; Sandra Tung
Email: jprentice@calderwoodharkness.com; stung@calderwoodharkness.com
If to Harborview Partners:
At the address set forth on Schedule A hereto.
If to Atlas Horizon Ventures Fund II, LP:
At the address set forth on Schedule A hereto.
If to Priya Chandrasekaran:
At the address set forth on Schedule A hereto.
If to Parent (for informational copies only):
Pinnacle Growth Acquisition Corp. 590 Madison Avenue, 28th Floor New York, New York 10022
Attention: Jonathan Mercer, Chief Executive Officer
Email: jmercer@pinnaclegrowthacq.com
with a copy (which shall not constitute notice) to:
Ashland Burke & Thayer LLP 800 Third Avenue, 30th Floor New York, New York 10022
Attention: William Ashford
Email: washford@ashlandbthayer.com
Section 8.2 Entire Agreement. This Agreement (together with the BCA, the Lock-Up Agreement dated April 14, 2025, and the other ancillary agreements referenced herein and therein, and the exhibits and schedules hereto and thereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, both written and oral, among the Parties with respect to such subject matter. No representation, warranty, covenant, inducement, or agreement not expressly set forth herein has been made by or on behalf of any Party.
Section 8.3 Amendments and Waivers. No provision of this Agreement may be amended, modified, supplemented, or waived unless such amendment, modification, supplement, or waiver is set forth in a written instrument that has been signed by the Company, Parent, and each Stockholder affected thereby. The failure of any Party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights, nor shall any single or partial exercise of any right preclude any other or further exercise of such right or the exercise of any other right. No waiver of any provision of this Agreement shall operate or be construed as a waiver of any other provision hereof or of the same provision on any subsequent occasion.
Section 8.4 Governing Law. This Agreement, and all claims, causes of action, or proceedings (whether at law, in equity, in contract, in tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 8.5 Jurisdiction and Venue. Each Party irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division), or, if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the federal courts of the United States, the United States District Court for the District of Delaware) (collectively, the "Chosen Courts"), and any appellate court from any thereof, in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (b) agrees that all claims in respect of any such legal proceeding shall be heard and determined exclusively in the Chosen Courts, (c) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such legal proceeding in the Chosen Courts, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such legal proceeding in the Chosen Courts. Each Party agrees that a final judgment in any such legal proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each Party irrevocably consents to service of process in the manner provided for notices in Section 8.1 hereof; provided that nothing in this Section 8.5 shall affect the right of any Party to serve legal process in any other manner permitted by applicable law.
Section 8.6 WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LEGAL PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.6.
Section 8.7 Specific Performance. The Parties acknowledge and agree that irreparable harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that money damages would not be an adequate remedy for any such breach. Accordingly, each Party shall be entitled to specific performance, an injunction, or other equitable relief (including the remedy of specific enforcement) to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without the necessity of proving actual damages, posting any bond or other security, or establishing the inadequacy of money damages. The right to specific performance, injunctive relief, and other equitable relief pursuant to this Section 8.7 shall be in addition to, and not in limitation or substitution of, any other rights or remedies available to the Parties at law or in equity, including the right to seek damages.
Section 8.8 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Section 8.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including Brightwater Software, Ashford Health IT, or any other electronic signature platform compliant with the U.S. federal ESIGN Act of 2000 and, as applicable, the Uniform Electronic Transactions Act), shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 8.10 Assignment. No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties, and any purported assignment, delegation, or transfer without such consent shall be null and void; provided, however, that a Stockholder may assign its rights and obligations hereunder in connection with a Permitted Transfer made in accordance with Section 3.2 (subject to the execution and delivery of a joinder agreement as contemplated therein). Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.
Section 8.11 No Third-Party Beneficiaries. Except as expressly provided in this Section 8.11, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, each of Parent and Merger Sub shall be express third-party beneficiaries of this Agreement with full rights to enforce the Stockholders' obligations under Article II (Written Consent and Approval), Article III (No-Transfer Covenants), and Article IV (Additional Support Covenants) as if Parent and Merger Sub were direct parties hereto, and Parent and Merger Sub shall be entitled to all rights and remedies available at law or in equity (including the right to seek specific performance pursuant to Section 8.7) in connection with the enforcement of such provisions.
Section 8.12 Further Assurances. From time to time, each Party shall execute and deliver, or cause to be executed and delivered, such additional or further documents, instruments, conveyances, and other assurances, and shall take, or cause to be taken, all such further actions, as may be reasonably necessary or desirable to carry out and give full effect to the provisions of this Agreement and the transactions contemplated hereby.
Section 8.13 Expenses. Except as otherwise expressly provided in this Agreement or the BCA, each Party shall bear its own costs and expenses (including the fees and expenses of legal counsel, financial advisors, and accountants) incurred in connection with the negotiation, preparation, execution, and performance of this Agreement and the transactions contemplated hereby.
Section 8.14 Stockholder Capacity. Each Stockholder is entering into this Agreement solely in its capacity as a record and/or beneficial holder of Subject Shares, and nothing in this Agreement is intended to or shall be construed to require any Stockholder (or any employee, officer, director, partner, member, manager, or agent of any Stockholder) to take any action in any other capacity, including, without limitation, in such person's capacity as a director, officer, or employee of the Company. Without limiting the generality of the foregoing, with respect to Priya Chandrasekaran, nothing in this Agreement shall be deemed to limit, restrict, or otherwise affect any actions or decisions taken by Priya Chandrasekaran in her capacity as a director, officer, or employee of the Company (including the exercise of her fiduciary duties in such capacity), and no action taken by Priya Chandrasekaran in her capacity as a director, officer, or employee of the Company shall be deemed to constitute a breach of this Agreement. The Parties acknowledge and agree that nothing in this Agreement shall be construed as imposing any additional fiduciary duties or obligations on any Stockholder beyond those expressly set forth herein.
Section 8.15 Construction. The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references in this Agreement to Articles, Sections, Exhibits, and Schedules shall be deemed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, unless the context otherwise requires. Whenever used in this Agreement, the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The words "hereof," "herein," "hereunder," "hereby," "herewith," and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The word "extent" in the phrase "to the extent" means the degree to which a subject or other thing extends, and such phrase shall not mean simply "if." All references to "$" or "dollars" mean the lawful currency of the United States of America. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.
[Remainder of this page intentionally left blank. Signature pages follow.]
[SIGNATURE PAGE TO COMPANY STOCKHOLDER SUPPORT AGREEMENT]
IN WITNESS WHEREOF, the Parties have caused this Company Stockholder Support Agreement to be duly executed and delivered as of the date first written above.
SKYBRIDGE FINTECH LTD.
By: ________
Name: Priya Chandrasekaran
Title: Chief Executive Officer
Date: April 14, 2025
[SIGNATURE PAGE TO COMPANY STOCKHOLDER SUPPORT AGREEMENT]
Harborview Partners
By: Veltrano Capital GP LLC, its General Partner
By: ________
Name: Marcus A. Caldwell
Title: Managing Director
Date: April 14, 2025
[SIGNATURE PAGE TO COMPANY STOCKHOLDER SUPPORT AGREEMENT]
ATLAS HORIZON VENTURES FUND II, LP
By: Atlas Horizon Ventures GP II LLC, its General Partner
By: ________
Name: Elena R. Vasquez
Title: Chief Investment Officer
Date: April 14, 2025
[SIGNATURE PAGE TO COMPANY STOCKHOLDER SUPPORT AGREEMENT]
PRIYA CHANDRASEKARAN Individually
________________________________________
Priya Chandrasekaran
Date: April 14, 2025
[SIGNATURE PAGE TO COMPANY STOCKHOLDER SUPPORT AGREEMENT]
Acknowledged and Agreed solely for purposes of confirming its status as a third-party beneficiary under Section 8.11 of this Agreement:
PINNACLE GROWTH ACQUISITION CORP.
By: ________
Name: Jonathan Mercer
Title: Chief Executive Officer
Date: April 14, 2025
EXHIBIT A
SCHEDULE OF SUBJECT SHARES
The following table sets forth, as of the date of this Agreement, the Subject Shares beneficially owned by each Stockholder:
Notes:
1. All share numbers are presented on a fully diluted, as-converted basis, assuming the conversion of all preferred stock and the exercise of all warrants and stock options (whether vested or unvested).
2. The remaining approximately 14.3% of the Company's outstanding equity on a fully diluted basis is held by other members of the management team, employees, and other stockholders who are not parties to this Agreement.
3. Any additional shares of common stock, preferred stock, or other securities of the Company (or securities convertible into or exercisable for shares of common stock) acquired by any Stockholder after the date hereof and prior to the Expiration Time shall automatically be deemed "Subject Shares" for all purposes of this Agreement, without the need for any amendment or supplement hereto.
4. The approximate fully diluted ownership percentages set forth above are based on a total of 44,800,000 shares of the Company's capital stock outstanding on a fully diluted, as-converted basis as of the date hereof.