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EARNOUT AGREEMENT

Form — To Be Executed at Closing

This form of Earnout Agreement (this "Agreement") is the form contemplated by and attached as Exhibit D to the Business Combination Agreement dated April 14, 2025, among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd., and is to be executed and delivered at the Closing (as defined herein).

[●], 2025

by and among

SKYBRIDGE FINTECH HOLDINGS, INC. (formerly Pinnacle Growth Acquisition Corp.) a Delaware corporation (the "Company")

and

PRIYA CHANDRASEKARAN as Representative of the Earnout Participants (the "Representative")

EARNOUT AGREEMENT

This EARNOUT AGREEMENT (this "Agreement") is made and entered into as of [●], 2025 (the "Effective Date"), by and between Skybridge Fintech Holdings, Inc., a Delaware corporation (the "Company," formerly known as Pinnacle Growth Acquisition Corp.), and Priya Chandrasekaran, in her capacity as representative of the Earnout Participants (as defined below) (the "Representative").

RECITALS

WHEREAS, Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company ("Pinnacle" or "PGAC"), Pinnacle Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of Pinnacle ("Merger Sub"), and Skybridge Fintech Ltd., a Delaware corporation ("Skybridge" or "SBF"), entered into that certain Business Combination Agreement, dated as of April 14, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "BCA");

WHEREAS, pursuant to the BCA, Merger Sub merged with and into Skybridge in a forward triangular merger under the Delaware General Corporation Law (the "DGCL") (the "Merger"), with Skybridge surviving as a wholly owned subsidiary of the Company;

WHEREAS, immediately prior to the effective time of the Merger, Pinnacle domesticated from the Cayman Islands to the State of Delaware pursuant to Section 388 of the DGCL and the Cayman Islands Companies Act (as revised) and changed its name to Skybridge Fintech Holdings, Inc.;

WHEREAS, pursuant to Section 2.7 of the BCA, the Company agreed to issue up to 5,000,000 additional shares of Common Stock (as defined below) of the Company (the "Earnout Shares") to the former stockholders and equityholders of Skybridge (the "Earnout Participants") upon the achievement of certain stock price milestones following the closing of the Merger (the "Closing");

WHEREAS, Priya Chandrasekaran, in her capacity as Founder and Chief Executive Officer of Skybridge, has been designated as the representative of the Earnout Participants (the "Representative") pursuant to Section 10.16 of the BCA;

WHEREAS, the Company and the Representative desire to set forth the terms and conditions governing the issuance, vesting, and distribution of the Earnout Shares in accordance with the BCA; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

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ARTICLE I — DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the BCA.

"BCA" means that certain Business Combination Agreement, dated as of April 14, 2025, by and among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd., as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Board" means the Board of Directors of the Company (Skybridge Fintech Holdings, Inc.), as constituted from time to time.

"Business Day" means any day other than a Saturday, a Sunday, or any other day on which commercial banks in New York, New York are authorized or required by law to close.

"Change of Control" has the meaning set forth in Section 3.2.

"Closing" means the closing of the Merger, occurring on [●], 2025 (projected July 21, 2025), pursuant to the terms and conditions of the BCA.

"Closing Date" means the date on which the Closing occurs.

"Common Stock" means the shares of common stock, par value $0.0001 per share, of the Company (Skybridge Fintech Holdings, Inc.), including shares listed on Nasdaq under the ticker symbol "SBFT."

"Company" means Skybridge Fintech Holdings, Inc., a Delaware corporation (formerly known as Pinnacle Growth Acquisition Corp.).

"DGCL" means the Delaware General Corporation Law, as amended from time to time.

"Earnout Participants" means the former stockholders and equityholders of Skybridge Fintech Ltd. who received Merger Consideration shares in the Merger, as set forth on Schedule A hereto. For the avoidance of doubt, Earnout Participants include holders who received shares of Common Stock in exchange for shares of Skybridge common stock, shares of Skybridge preferred stock, and vested options and restricted stock units of Skybridge, in each case in connection with the Merger.

"Earnout Percentage" means, with respect to each Earnout Participant, such Earnout Participant's pro rata percentage of the aggregate Earnout Shares, as set forth on Schedule A, calculated based on the percentage of total Merger Consideration shares received by such Earnout Participant relative to the total 45,000,000 Merger Consideration shares issued in connection with the Merger. For the avoidance of doubt, the Earnout Percentage of each Earnout Participant shall apply to each Tranche of Earnout Shares.

"Earnout Period" means the period commencing on the Closing Date and ending on the date that is thirty-six (36) months after the Closing Date.

"Earnout Shares" means up to 5,000,000 shares of Common Stock issuable pursuant to Article II of this Agreement.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended.

"Merger" means the merger of Merger Sub with and into Skybridge pursuant to the BCA, with Skybridge surviving as a wholly owned subsidiary of the Company.

"Merger Consideration" means the shares of Common Stock issued to the former stockholders and equityholders of Skybridge at the Closing in consideration for the Merger, consisting of 45,000,000 shares at a deemed value of $10.00 per share.

"Nasdaq" means The Nasdaq Stock Market LLC.

"Permitted Transferee" means, with respect to any Earnout Participant, (a) any affiliate of such Earnout Participant, (b) any trust for the benefit of such Earnout Participant or the immediate family members of such Earnout Participant, (c) any entity wholly owned by such Earnout Participant or the immediate family members of such Earnout Participant, or (d) any transferee required by applicable law, including a transfer by operation of law upon the death of such Earnout Participant.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity of any kind or nature.

"Pro Rata Percentage" has the same meaning as Earnout Percentage.

"Representative" means Priya Chandrasekaran, acting in her capacity as representative of the Earnout Participants pursuant to Article VI of this Agreement, or any successor Representative appointed in accordance with Section 6.4.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

"Trading Day" means any day on which shares of Common Stock are traded on Nasdaq (or such other national securities exchange on which the Common Stock is then listed for trading), and on which Nasdaq (or such other exchange) is open for the transaction of business.

"Tranche 1 Earnout Period" has the meaning set forth in Section 2.1(a).

"Tranche 1 Earnout Shares" means 2,500,000 shares of Common Stock issuable upon the occurrence of the Tranche 1 Triggering Event.

"Tranche 1 Triggering Event" has the meaning set forth in Section 2.1(a).

"Tranche 2 Earnout Period" has the meaning set forth in Section 2.1(b).

"Tranche 2 Earnout Shares" means 2,500,000 shares of Common Stock issuable upon the occurrence of the Tranche 2 Triggering Event.

"Tranche 2 Triggering Event" has the meaning set forth in Section 2.1(b).

"Transaction Documents" has the meaning ascribed to such term in the BCA.

"Transfer Agent" means Continental Registrars, Inc., or any successor transfer agent appointed by the Company with respect to the Common Stock.

"Triggering Event" means a Tranche 1 Triggering Event or a Tranche 2 Triggering Event, as applicable.

"VWAP" means, for any Trading Day, the per-share volume-weighted average price of the Common Stock on Nasdaq (or such other national securities exchange on which the Common Stock is then listed) as displayed under the heading "Westmark Services Inc. VWAP" on Westmark Services Inc. page "SBFT US <Equity> AQR" (or its equivalent successor page) or, if such price is not available on Crowne Albany Systems, as reported by another authoritative source reasonably selected in good faith by the Board. For the purposes of calculating VWAP, the calculation shall be based on transactions executed during the regular trading session for Nasdaq (generally 9:30 a.m. to 4:00 p.m., Eastern Time), and shall exclude block trades negotiated and executed outside the regular trading session and any after-hours or pre-market trading activity, unless otherwise determined in good faith by the Board with the written consent of the Representative.

Section 1.2 Interpretation. Unless the context otherwise requires:

(a) The headings and captions in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof.

(b) Words in the singular shall include the plural, and words in the plural shall include the singular.

(d) The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Section, Article, or other subdivision.

(e) References to any statute or law shall be deemed to refer to such statute or law as amended from time to time and to any rules and regulations promulgated thereunder.

(f) All references to currency or "$" shall be references to United States dollars.

(g) References to "days" shall mean calendar days unless "Business Days" is expressly specified.

(h) The word "or" shall not be exclusive.

(i) The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

ARTICLE II — EARNOUT SHARES

Section 2.1 Earnout Milestones.

(a) Tranche 1 Triggering Event. The "Tranche 1 Triggering Event" shall be deemed to have occurred if, at any time during the period commencing on the Closing Date and ending on the date that is twenty-four (24) months after the Closing Date (the "Tranche 1 Earnout Period"), the VWAP of the Common Stock equals or exceeds Twelve Dollars and Fifty Cents ($12.50) per share for any twenty (20) Trading Days within any period of thirty (30) consecutive Trading Days (which twenty (20) Trading Days need not be consecutive). Upon the occurrence of the Tranche 1 Triggering Event, the Company shall issue 2,500,000 Tranche 1 Earnout Shares to the Earnout Participants in accordance with their respective Earnout Percentages as set forth on Schedule A, subject to the issuance mechanics set forth in Section 2.2.

(b) Tranche 2 Triggering Event. The "Tranche 2 Triggering Event" shall be deemed to have occurred if, at any time during the period commencing on the Closing Date and ending on the date that is thirty-six (36) months after the Closing Date (the "Tranche 2 Earnout Period"), the VWAP of the Common Stock equals or exceeds Fifteen Dollars ($15.00) per share for any twenty (20) Trading Days within any period of thirty (30) consecutive Trading Days (which twenty (20) Trading Days need not be consecutive). Upon the occurrence of the Tranche 2 Triggering Event, the Company shall issue 2,500,000 Tranche 2 Earnout Shares to the Earnout Participants in accordance with their respective Earnout Percentages as set forth on Schedule A, subject to the issuance mechanics set forth in Section 2.2.

(c) Independence of Tranches. Each Tranche of Earnout Shares shall operate independently of the other Tranche. The achievement of the Tranche 1 Triggering Event shall not entitle any Earnout Participant to receive any Tranche 2 Earnout Shares. Conversely, the achievement of the Tranche 2 Triggering Event shall be deemed to constitute the simultaneous achievement of the Tranche 1 Triggering Event if the Tranche 1 Triggering Event has not previously occurred (that is, if the VWAP threshold of $15.00 per share is achieved prior to the achievement of the VWAP threshold of $12.50 per share, both the Tranche 1 Earnout Shares and the Tranche 2 Earnout Shares shall become issuable simultaneously, and the Company shall issue all 5,000,000 Earnout Shares to the Earnout Participants in accordance with Section 2.2). For the avoidance of doubt, in no event shall the aggregate number of Earnout Shares issuable under this Agreement exceed 5,000,000 shares of Common Stock (subject to adjustment as provided in Article IV).

(d) Expiration. To the extent any Triggering Event has not occurred by the end of its respective Earnout Period (the Tranche 1 Earnout Period in the case of the Tranche 1 Triggering Event, and the Tranche 2 Earnout Period in the case of the Tranche 2 Triggering Event), the right of the Earnout Participants to receive the corresponding Earnout Shares shall terminate and shall be of no further force or effect, and no consideration of any kind (whether in cash, shares, or otherwise) shall be payable by the Company or any other Person in respect of Earnout Shares that fail to vest. Upon such expiration, the Company shall have no further obligation with respect to the applicable Tranche of Earnout Shares, and such Earnout Shares shall no longer be deemed reserved for issuance pursuant to Section 2.3.

Section 2.2 Issuance Mechanics.

(a) Notice of Triggering Event. Within five (5) Business Days following the occurrence of a Triggering Event, the Company shall deliver written notice to the Representative in substantially the form attached hereto as Exhibit B (a "Triggering Event Notice"), specifying (i) the date on which the Triggering Event occurred, (ii) the applicable Tranche (Tranche 1, Tranche 2, or both, as the case may be), (iii) the VWAP data for the qualifying twenty (20) Trading Days within the applicable thirty (30) consecutive Trading Day period, including the specific Trading Days on which the VWAP equaled or exceeded the applicable threshold, (iv) the aggregate number of Earnout Shares to be issued, and (v) the expected issuance date. The Representative shall have the right to review and verify the VWAP data set forth in such notice and, if the Representative disputes any such data, the Representative shall notify the Company in writing within three (3) Business Days following receipt of the Triggering Event Notice. The Company and the Representative shall thereafter cooperate in good faith to resolve any such dispute. In the event that the Company fails to deliver a Triggering Event Notice within the time period specified herein, such failure shall not affect the Earnout Participants' right to receive the applicable Earnout Shares, and the Representative may deliver a written notice to the Company asserting the occurrence of a Triggering Event, together with reasonable supporting VWAP data, and the Company shall respond within five (5) Business Days.

(b) Issuance. Within ten (10) Business Days following the occurrence of a Triggering Event (or, if the VWAP data is disputed, within ten (10) Business Days following the resolution of such dispute), the Company shall instruct the Transfer Agent (Continental Registrars, Inc.) to issue the applicable Earnout Shares to the Earnout Participants in book-entry form (i.e., without physical stock certificates), in accordance with each Earnout Participant's Earnout Percentage as set forth on Schedule A. The Company shall deliver to the Transfer Agent all documentation, instructions, and authorizations reasonably necessary to effect such issuance, including an opinion of counsel if required by the Transfer Agent. Fractional shares of Common Stock shall be rounded down to the nearest whole share for each Earnout Participant, and no cash or other consideration shall be paid in lieu of any fractional shares.

(c) Allocation. The Earnout Shares shall be allocated among the Earnout Participants in accordance with their respective Earnout Percentages set forth on Schedule A, which shall be calculated by the Representative and delivered to the Company at or promptly following the Closing. The Company shall be entitled to rely conclusively on the allocation set forth on Schedule A as certified by the Representative, and the Company shall have no liability to any Earnout Participant arising from any errors in such allocation. For illustrative purposes, the following sets forth the approximate Earnout Percentages of certain principal Earnout Participants (reflecting pre-transaction ownership), subject to final determination at Closing:

(i) Harborview Partners — approximately 38.2% of total Earnout Shares per Tranche;

(ii) Atlas Horizon Ventures Fund II, LP — approximately 22.7% of total Earnout Shares per Tranche;

(iii) Priya Chandrasekaran and members of the management team — approximately 31.4% of total Earnout Shares per Tranche (in the aggregate); and

(iv) Other employees and former option/RSU holders — approximately 7.7% of total Earnout Shares per Tranche (in the aggregate).

The foregoing percentages are illustrative only and are subject to adjustment based on the final exchange ratio, capitalization table, and option exercise and RSU settlement activity occurring prior to or at the Closing.

Section 2.3 Reservation of Shares. The Company shall, at all times during the Earnout Period, reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the issuance of Earnout Shares pursuant to this Agreement, a number of shares of Common Stock equal to the maximum number of Earnout Shares then issuable hereunder (up to 5,000,000 shares of Common Stock in the aggregate, subject to adjustment as provided in Article IV). The Company shall take all corporate action necessary or advisable to ensure that such shares are duly authorized and available for issuance, including, if necessary, seeking stockholder approval of any amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock. The parties acknowledge that the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc. adopted in connection with the Closing provides for a sufficient number of authorized shares of Common Stock to permit the issuance of all Earnout Shares contemplated hereby.

Section 2.4 Listing. The Company shall use reasonable best efforts to cause the Earnout Shares, when issued pursuant to this Agreement, to be approved for listing on Nasdaq (or such other national securities exchange on which the Common Stock is then listed) and, if required by the rules and regulations of Nasdaq or such other exchange, shall file any supplemental listing application, notification form, or other documentation with Nasdaq (or such other exchange) in connection therewith, in each case in a timely manner so as to permit the Earnout Shares to be listed concurrently with their issuance.

Section 2.5 Tax Withholding. The Company shall be entitled to deduct and withhold from the Earnout Shares otherwise issuable to any Earnout Participant pursuant to this Agreement such amounts as may be required to be deducted and withheld under applicable federal, state, local, or foreign tax laws with respect to the issuance of such Earnout Shares. To the extent that amounts are so deducted and withheld, and any shares of Common Stock are withheld or not delivered as a result thereof, such shares shall be treated as having been issued to the applicable Earnout Participant for all purposes of this Agreement. The Company may, in its sole discretion, satisfy any withholding obligation by (i) withholding a number of Earnout Shares otherwise issuable to the applicable Earnout Participant having a fair market value (determined based on the closing price of the Common Stock on the Trading Day immediately preceding the issuance date) equal to the amount required to be withheld, (ii) requiring the applicable Earnout Participant to make a cash payment to the Company in an amount equal to the withholding amount, or (iii) selling (or causing to be sold) on behalf of the applicable Earnout Participant such number of Earnout Shares as are necessary to generate proceeds sufficient to satisfy the withholding obligation. The Company shall provide the Representative with at least five (5) Business Days' prior written notice of its intention to withhold shares or require a cash payment pursuant to this Section 2.5, and shall cooperate with the Representative in determining the most tax-efficient method of satisfying such withholding obligations.

Section 2.6 Tax Treatment. The parties intend that the Earnout Shares constitute additional merger consideration and shall be treated as an adjustment to the merger consideration paid in connection with the Merger for United States federal (and applicable state and local) income tax purposes. No party shall take a position inconsistent with such treatment on any tax return, in any audit, or in any judicial or administrative proceeding unless required to do so by a final determination within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended. The parties acknowledge the Tax Structure Memorandum dated April 10, 2025, prepared by Leonard Cross of Calderwood & Harkness LLP, regarding the treatment of the Merger as a reorganization under Section 368(a) of the Internal Revenue Code and the treatment of the Earnout Shares as additional consideration in connection with such reorganization. Nothing in this Section 2.6 shall be construed as a guarantee by any party that the intended tax treatment shall be obtained, and each Earnout Participant is encouraged to consult with its own tax advisors regarding the tax consequences of the receipt of Earnout Shares.

ARTICLE III — ACCELERATION EVENTS

Section 3.1 Change of Control.

(a) If a Change of Control (as defined in Section 3.2) occurs during the Earnout Period, then any Triggering Event that has not yet occurred shall be deemed to have occurred immediately prior to the consummation of such Change of Control, and all then-unvested Earnout Shares (including, for the avoidance of doubt, both Tranche 1 Earnout Shares and Tranche 2 Earnout Shares, to the extent not previously issued) shall become issuable to the Earnout Participants in accordance with their respective Earnout Percentages.

(b) In the event of a Change of Control described in Section 3.1(a), the Company (or its successor or the acquiring Person, as applicable) shall, at the election of the Representative (which election shall be made in writing delivered to the Company no later than five (5) Business Days prior to the expected consummation date of the Change of Control, or if such notice is impracticable, as promptly as reasonably practicable), either:

(i) issue such Earnout Shares to the Earnout Participants immediately prior to the consummation of the Change of Control, so that the Earnout Participants may participate in the Change of Control transaction on the same terms and conditions as other holders of Common Stock (including, without limitation, the right to receive the same form and amount of per-share consideration payable to such other holders of Common Stock); or

(ii) provide that each Earnout Participant shall receive, in respect of each Earnout Share to which such Earnout Participant would have been entitled, the same per-share consideration (whether in cash, securities, or other property, or any combination thereof) as is payable to holders of Common Stock in the Change of Control transaction, without any requirement that the Earnout Shares be issued prior to such payment.

(c) In the event the Representative fails to make a timely election under Section 3.1(b), the Company shall issue the Earnout Shares in accordance with Section 3.1(b)(i).

(d) The Company shall provide the Representative with written notice of any proposed Change of Control no later than fifteen (15) Business Days prior to the expected consummation date thereof (or, if fifteen (15) Business Days' notice is not practicable under the circumstances, as promptly as reasonably practicable following the public announcement of such proposed Change of Control), which notice shall set forth in reasonable detail the material terms and conditions of the proposed Change of Control and the expected consummation date thereof.

(e) The Company shall use its reasonable best efforts to cause any definitive agreement relating to a Change of Control to include provisions requiring the acquiring Person or surviving entity to assume and perform the obligations of the Company under this Agreement (including the obligation to issue or pay consideration in respect of any Earnout Shares that have not yet vested at the time of such Change of Control).

Section 3.2 Definition of Change of Control. For purposes of this Agreement, "Change of Control" means the occurrence of any of the following events in a single transaction or series of related transactions:

(a) any merger, consolidation, business combination, or similar transaction involving the Company in which the stockholders of the Company immediately prior to the consummation of such transaction hold, directly or indirectly, less than fifty percent (50%) of the total voting power of the outstanding voting securities of the surviving or resulting entity (or its ultimate parent entity, if the surviving or resulting entity is a wholly owned subsidiary) immediately following the consummation of such transaction;

(b) the sale, lease, license, transfer, or other disposition (including by way of exclusive license) of all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to any Person or group of related Persons (other than a wholly owned subsidiary of the Company);

(c) a tender offer or exchange offer (whether by the Company or any other Person) that is consummated and results in any Person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) acquiring beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the outstanding voting securities of the Company; or

(d) any other transaction or series of related transactions the result of which is that any Person or group of related Persons (other than the Company or any of its wholly owned subsidiaries) acquires direct or indirect control of the Company.

Notwithstanding the foregoing, a "Change of Control" shall not include (x) any internal reorganization, restructuring, or similar transaction solely among the Company and one or more of its direct or indirect wholly owned subsidiaries, (y) any transaction solely between or among the Company and its subsidiaries undertaken for tax or corporate restructuring purposes that does not involve a third-party acquiror, or (z) any initial public offering or other offering of securities by the Company.

Section 3.3 Liquidation or Dissolution. If the Company commences any voluntary liquidation, dissolution, or winding up of the Company during the Earnout Period (including the adoption of a plan of liquidation by the Board or the stockholders of the Company), then any then-unvested Earnout Shares (including, for the avoidance of doubt, both Tranche 1 Earnout Shares and Tranche 2 Earnout Shares, to the extent not previously issued) shall be deemed to have vested immediately prior to such liquidation, dissolution, or winding up, and the Earnout Participants shall be entitled to receive, in respect of such Earnout Shares, their pro rata share of any liquidating distributions on the same basis and at the same time as other holders of Common Stock, as if such Earnout Shares had been duly issued and were outstanding immediately prior to the record date or effective date of such liquidating distributions. The Company shall provide the Representative with written notice of any proposed voluntary liquidation, dissolution, or winding up no later than twenty (20) Business Days prior to the commencement thereof.

ARTICLE IV — ANTI-DILUTION AND ADJUSTMENT PROVISIONS

Section 4.1 Equitable Adjustments. If, at any time during the Earnout Period, the outstanding shares of Common Stock are changed into a different number or class of shares by reason of any stock split (including a forward stock split), reverse stock split, stock dividend, reclassification, recapitalization, combination, exchange of shares, or other similar transaction affecting the Common Stock (each, an "Adjustment Event"), then the following adjustments shall be made, effective as of the date of such Adjustment Event:

(a) the number of Earnout Shares issuable pursuant to each Tranche (and, correspondingly, the aggregate number of Earnout Shares issuable under this Agreement) shall be proportionally and equitably adjusted to reflect such Adjustment Event; and

(b) the applicable VWAP thresholds (Twelve Dollars and Fifty Cents ($12.50) per share for the Tranche 1 Triggering Event and Fifteen Dollars ($15.00) per share for the Tranche 2 Triggering Event) shall be proportionally and equitably adjusted to reflect such Adjustment Event.

Any such adjustments shall be determined by the Board in good faith (after consultation with the Representative) and shall be final and binding on all parties and all Earnout Participants, absent manifest error. By way of illustration and not limitation, if a 2-for-1 forward stock split of the Common Stock occurs during the Earnout Period, (x) the number of Tranche 1 Earnout Shares would be adjusted from 2,500,000 to 5,000,000, (y) the VWAP threshold for the Tranche 1 Triggering Event would be adjusted from $12.50 to $6.25, and (z) corresponding adjustments would be made to the Tranche 2 Earnout Shares and VWAP threshold. The Company shall deliver written notice to the Representative of any such adjustment promptly following the occurrence of the applicable Adjustment Event.

Section 4.2 No Adjustment for Issuances. Notwithstanding anything to the contrary in this Agreement, no adjustment shall be made to the number of Earnout Shares issuable hereunder or to the VWAP thresholds by reason of:

(a) any issuance of shares of Common Stock pursuant to the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc. or the 2025 Employee Stock Purchase Plan of Skybridge Fintech Holdings, Inc. (or any successor equity compensation plans adopted by the Company), whether upon the grant, vesting, exercise, or settlement of stock options, restricted stock units, restricted stock awards, stock appreciation rights, or other equity-based awards;

(b) the exercise of the 10,000,000 public warrants of the Company (at an exercise price of $11.50 per share) or the 8,000,000 private placement warrants of the Company (at an exercise price of $11.50 per share), whether exercised on a cash basis or on a cashless or net exercise basis;

(c) any issuance of shares of Common Stock (or securities convertible into or exercisable for shares of Common Stock) in connection with an acquisition by the Company of any business, assets, or securities of any Person, whether by merger, consolidation, purchase of assets, purchase of equity, or otherwise;

(d) any issuance of shares of Common Stock in a public offering or private placement for cash;

(e) any issuance of shares of Common Stock upon the conversion, exchange, or exercise of any securities of the Company that are outstanding as of the date hereof or that are issued after the date hereof in compliance with the foregoing clauses (a) through (d); or

(f) any other issuance of shares of Common Stock by the Company that is not an Adjustment Event described in Section 4.1.

Section 4.3 Reorganization Events. In the event of any reorganization, spin-off, split-off, or similar corporate event affecting the Company or the Common Stock that does not constitute a Change of Control, the Board shall, in good faith and after consultation with the Representative, make such adjustments to the terms of this Agreement (including the number and kind of securities issuable as Earnout Shares and the applicable VWAP thresholds) as are necessary to preserve the economic equivalence of the Earnout Shares and the rights of the Earnout Participants hereunder, taking into account the nature and effect of such reorganization event. Any such adjustments shall be final and binding on all parties and all Earnout Participants, absent manifest error, and the Company shall deliver written notice to the Representative of any such adjustment promptly following the occurrence of the applicable reorganization event, setting forth in reasonable detail the nature of the event and the adjustments made.

ARTICLE V — COVENANTS OF THE COMPANY

Section 5.1 Cooperation. The Company shall cooperate with the Representative and the Earnout Participants in connection with the issuance and delivery of the Earnout Shares, including by (a) providing all necessary instructions, authorizations, and documentation to the Transfer Agent (Continental Registrars, Inc.), (b) taking all actions required under applicable federal and state securities laws (including, if applicable, the filing of any required registration statement, prospectus supplement, or Form S-3, or reliance on an applicable exemption from registration under the Securities Act), and (c) providing such additional cooperation and assistance as the Representative may reasonably request in connection with the distribution of Earnout Shares to the Earnout Participants. The Company shall cause the Transfer Agent to cooperate with the Representative in connection with the foregoing.

Section 5.2 Continued Listing. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on Nasdaq (or another national securities exchange of recognized standing in the United States) throughout the Earnout Period. The initial post-closing Nasdaq ticker symbol shall be "SBFT." In the event that the Company receives any notice from Nasdaq (or such other exchange) that the Common Stock is at risk of being delisted, the Company shall promptly notify the Representative of such notice and shall use commercially reasonable efforts to satisfy any applicable listing requirements and avoid any such delisting.

Section 5.3 No Actions to Avoid Triggering Events. The Company and the Board shall not take any action, or fail to take any action, the primary purpose of which is to avoid or prevent a Triggering Event from occurring or to manipulate the VWAP of the Common Stock so as to prevent the achievement of a Triggering Event. For the avoidance of doubt, (a) actions taken by the Board or the Company in good faith in the ordinary course of the Company's business, including decisions relating to the issuance of securities, repurchase of shares, declaration of dividends, capital allocation, strategic transactions, and other corporate actions, shall not be deemed to violate this covenant, and (b) nothing in this Agreement shall be construed to require the Company or the Board to take any action for the purpose of causing a Triggering Event to occur.

Section 5.4 Reporting. Upon the written request of the Representative (which requests shall not be made more frequently than once per calendar quarter), the Company shall provide the Representative with a written certification, signed by an officer of the Company, setting forth the VWAP for each Trading Day during the applicable measurement period or such other period as may be reasonably specified by the Representative, together with reasonable supporting documentation (including, if available, Westmark Services Inc. printouts or equivalent data from the applicable reporting source). The Company shall provide such certification within fifteen (15) Business Days following the receipt of any such request.

Section 5.5 Board Composition. The parties acknowledge and agree that nothing in this Agreement shall limit, restrict, or otherwise affect the authority, power, or discretion of the Board in managing the business and affairs of the Company in accordance with its fiduciary duties under applicable law, subject only to the specific covenants set forth in this Article V. For the avoidance of doubt, the Board shall retain full authority to approve and effect corporate transactions, capital raises, equity issuances, strategic initiatives, and other actions that the Board determines in good faith to be in the best interests of the Company and its stockholders.

ARTICLE VI — THE REPRESENTATIVE

Section 6.1 Appointment. Each Earnout Participant, by virtue of such Earnout Participant's receipt of Merger Consideration shares in the Merger and such Earnout Participant's status as an Earnout Participant hereunder, shall be deemed to have irrevocably constituted and appointed Priya Chandrasekaran as such Earnout Participant's true and lawful representative, agent, and attorney-in-fact for all purposes under this Agreement, with full power and authority to act on behalf of such Earnout Participant with respect to all matters arising under or in connection with this Agreement. The appointment of the Representative is coupled with an interest and shall be irrevocable by any Earnout Participant and shall not be affected by the death, incapacity, dissolution, or bankruptcy of any Earnout Participant.

Section 6.2 Authority. The Representative shall have the full power and authority, on behalf of and binding upon all Earnout Participants, to:

(a) give and receive all notices, communications, and deliveries required or permitted under this Agreement on behalf of the Earnout Participants;

(b) negotiate, execute, and deliver any amendments, modifications, supplements, waivers, or consents under this Agreement on behalf of the Earnout Participants;

(c) take all actions necessary or desirable in connection with the calculation, allocation, and distribution of Earnout Shares among the Earnout Participants, including the preparation and delivery of Schedule A and any updates thereto;

(d) engage legal counsel, accountants, financial advisors, and other professionals and advisors, at the sole expense of the Earnout Participants, to assist the Representative in the performance of her duties hereunder;

(e) negotiate and resolve any disputes arising under or in connection with this Agreement on behalf of the Earnout Participants, including the authority to commence, prosecute, compromise, settle, or abandon any claim or proceeding; and

(f) take all other actions and do all other things necessary, proper, or advisable in connection with the performance of the Representative's duties under this Agreement.

The Company shall be entitled to rely conclusively on any action taken or instruction given by the Representative on behalf of the Earnout Participants, and the Company shall have no obligation to inquire into the authority of the Representative or to verify that any action taken by the Representative has been authorized or approved by the Earnout Participants.

Section 6.3 Liability. The Representative shall not be liable to any Earnout Participant for any action taken or omitted to be taken by the Representative in good faith in connection with the performance of her duties hereunder, and the Earnout Participants shall severally (and not jointly), in proportion to their respective Earnout Percentages, indemnify, defend, and hold harmless the Representative from and against all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising from or in connection with the Representative's performance of her duties under this Agreement; provided, however, that such indemnification shall not apply to any losses, claims, damages, liabilities, costs, or expenses resulting from the Representative's fraud, willful misconduct, or gross negligence. The Representative shall be entitled to rely upon any document, instrument, or communication believed by the Representative in good faith to be genuine and correct and to have been signed or sent by the proper Person or Persons.

Section 6.4 Successor Representative. If the Representative resigns by written notice to the Company and the Earnout Participants, dies, or becomes permanently incapacitated, a successor Representative shall be appointed by the Earnout Participants holding a majority of the Earnout Shares (or, if no Earnout Shares have yet vested, the Earnout Participants holding a majority of the Merger Consideration shares then held by Earnout Participants). Such appointment shall be effective upon delivery of written notice to the Company specifying the identity and contact information of the successor Representative. Until a successor Representative is duly appointed and notice thereof is delivered to the Company, the Company shall have no obligation to take any action that requires the consent, instruction, or cooperation of the Representative.

ARTICLE VII — TRANSFER RESTRICTIONS ON EARNOUT RIGHTS

Section 7.1 No Transfer of Earnout Rights. No Earnout Participant may assign, sell, transfer, pledge, hypothecate, encumber, or otherwise dispose of the contingent right to receive Earnout Shares (or any portion thereof), except:

(a) to a Permitted Transferee, provided that such Permitted Transferee shall have executed and delivered to the Company a joinder agreement in substantially the form attached hereto as Exhibit A, pursuant to which such Permitted Transferee agrees to be bound by all of the terms and conditions of this Agreement (including this Article VII) as if such Permitted Transferee were an original Earnout Participant hereunder; or

(b) with the prior written consent of the Company (which consent may be withheld in the Company's sole and absolute discretion).

Any purported assignment, sale, transfer, pledge, hypothecation, encumbrance, or disposition of the contingent right to receive Earnout Shares in violation of this Section 7.1 shall be null, void, and of no force or effect, and the Company and the Transfer Agent shall not recognize or give effect to any such purported transfer. The Company shall be entitled to place such legends or restrictive notations on its books and records as may be necessary or appropriate to evidence the restrictions on transfer set forth in this Article VII.

Section 7.2 Interaction with Lock-Up Agreement. The parties acknowledge and agree that the Earnout Shares, when and if issued pursuant to this Agreement, shall be subject to the terms and conditions of that certain Lock-Up Agreement dated April 14, 2025, entered into in connection with the BCA, to the extent then applicable. Specifically, with respect to any Earnout Participant who is a "Skybridge Insider" (as defined in the Lock-Up Agreement), any lock-up period applicable to such Earnout Participant under the Lock-Up Agreement shall apply to any Earnout Shares issued to such Earnout Participant from the date of their issuance; provided, however, that such lock-up restrictions shall apply only to the extent that the initial one hundred eighty (180) day lock-up period under the Lock-Up Agreement has not yet expired as of the date on which such Earnout Shares are issued. For the avoidance of doubt, if the initial 180-day lock-up period has expired prior to the issuance of any Earnout Shares, such Earnout Shares shall not be subject to any additional lock-up restrictions under the Lock-Up Agreement.

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Representative and the Earnout Participants as follows:

(a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now conducted.

(b) Corporate Power and Authority. The Company has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, including the issuance of the Earnout Shares as contemplated hereby.

(c) Due Authorization. The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, including all necessary approvals of the Board, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, or performance of this Agreement.

(d) Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(e) Authorized Shares. The Company has a sufficient number of authorized but unissued shares of Common Stock to permit the issuance of all Earnout Shares issuable under this Agreement (up to 5,000,000 shares in the aggregate, subject to adjustment as provided in Article IV).

(f) Valid Issuance. When issued in accordance with the terms and conditions of this Agreement, the Earnout Shares will be validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights or rights of first refusal of any Person.

Section 8.2 Representations and Warranties of the Representative. The Representative hereby represents and warrants to the Company as follows:

(a) Power and Authority. The Representative has the power and authority to enter into this Agreement and to perform her obligations hereunder on behalf of the Earnout Participants, and such power and authority has been duly conferred upon the Representative pursuant to the BCA and the other Transaction Documents.

(b) Due Authorization. The execution, delivery, and performance of this Agreement by the Representative have been duly authorized by all necessary action on the part of the Representative.

(c) Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of the Representative (in her capacity as such), enforceable against the Representative in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

ARTICLE IX — TERMINATION

Section 9.1 Termination. This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of:

(a) the issuance of all 5,000,000 Earnout Shares to the Earnout Participants in accordance with the terms hereof;

(b) the expiration of the Earnout Period (thirty-six (36) months after the Closing Date) with respect to any Earnout Shares that have not vested as of such date, but only with respect to such unvested Earnout Shares;

(c) the consummation of a Change of Control and the full payment or issuance of all Earnout Shares (or the consideration in respect thereof) to the Earnout Participants as provided in Article III; or

(d) the mutual written agreement of the Company and the Representative to terminate this Agreement.

Section 9.2 Effect of Termination. The termination of this Agreement pursuant to Section 9.1 shall not relieve any party of any liability for any breach of this Agreement occurring prior to such termination and shall not affect or impair any rights or obligations that accrued prior to such termination, including the right of any Earnout Participant to receive Earnout Shares for any Triggering Event that occurred prior to such termination. In addition, the provisions of this Article IX, Article X (Miscellaneous), and any other provisions that by their nature or terms are intended to survive termination shall survive any termination of this Agreement.

ARTICLE X — MISCELLANEOUS

Section 10.1 Notices. All notices, requests, demands, claims, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given or delivered (a) when delivered personally (with written confirmation of receipt), (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with written confirmation of receipt), (c) when received by the addressee if sent by email (provided that no "bounce-back" or similar undeliverable message is received by the sender), or (d) five (5) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, in each case to the parties at the following addresses (or at such other addresses as a party may designate by written notice to the other party in accordance with this Section 10.1):

If to the Company:

Skybridge Fintech Holdings, Inc. 1200 Market Street, Suite 1400 Wilmington, DE 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, NY 10004

Attention: James Prentice

Email: jprentice@calderwoodharkness.com

If to the Representative:

c/o Skybridge Fintech Ltd. 1200 Market Street, Suite 1400 Wilmington, DE 19801

Attention: Priya Chandrasekaran

Email: pchandrasekaran@skybridgefintech.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 125 Broad Street, 40th Floor New York, NY 10004

Attention: James Prentice

Email: jprentice@calderwoodharkness.com

Section 10.2 Governing Law. 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 10.3 Jurisdiction; Venue. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only if such court declines to accept jurisdiction, the United States District Court for the District of Delaware, or, if such federal court also declines jurisdiction, any state court of the State of Delaware) in any action, suit, or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each party agrees not to commence any action, suit, or proceeding relating thereto except in such courts. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each party further agrees that service of process in any such action, suit, or proceeding may be made by delivering a copy thereof by any of the means specified for the delivery of notices in Section 10.1.

Section 10.4 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT OF THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.4.

Section 10.5 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and that monetary damages, even if available, would not be an adequate remedy therefor. Accordingly, each party shall be entitled to seek an injunction or injunctions, specific performance, and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which such party may be entitled at law or in equity. Each party further agrees that it shall not oppose the granting of any such injunction or specific performance on the basis that (a) the other party has an adequate remedy at law or (b) an award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof shall not be required to post or provide any bond or other security in connection with any such order or injunction.

Section 10.6 Entire Agreement. This Agreement, together with the BCA, the schedules and exhibits hereto (including Schedule A, Exhibit A, and Exhibit B), and the other Transaction Documents (as defined in the BCA), constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether written or oral) with respect to such subject matter.

Section 10.7 Amendments and Waivers. No provision of this Agreement may be amended, modified, or supplemented, and no waiver of any provision of this Agreement shall be effective, unless such amendment, modification, supplement, or waiver is set forth in a written instrument signed by the Company and the Representative. Any amendment, modification, supplement, or waiver effected in accordance with this Section 10.7 shall be binding upon the Company, the Representative, and each of the Earnout Participants. No waiver of any provision of this Agreement shall operate as a waiver of any other provision, and no waiver shall constitute a continuing waiver unless the written instrument of waiver expressly so provides.

Section 10.8 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, 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 and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. Upon such determination that any term or provision is invalid, void, or unenforceable, 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 a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 10.9 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither the Company nor the Representative may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party hereto; provided, however, that the Company may assign this Agreement to a successor entity in connection with a Change of Control, so long as such successor entity expressly assumes and agrees to perform all of the Company's obligations hereunder in a written instrument delivered to the Representative.

Section 10.10 No Third-Party Beneficiaries. Except for the Earnout Participants, who are express intended third-party beneficiaries of this Agreement and shall have the right to enforce the provisions hereof that inure to their benefit, no Person other than the parties hereto shall have any rights under this Agreement or be entitled to rely on any provision hereof, and the parties hereto expressly disclaim any intent to create third-party beneficiary rights in favor of any Person other than the Earnout Participants.

Section 10.11 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email (including portable document format (.pdf)), Brightwater Software, or other electronic transmission shall be effective as delivery of an originally executed counterpart. The words "execution," "signed," "signature," and words of like import in this Agreement shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, the Delaware Uniform Electronic Transactions Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 10.12 Expenses. Except as otherwise expressly provided in this Agreement, each party shall bear its own costs and expenses (including attorneys' fees and expenses) incurred in connection with the negotiation, execution, and performance of this Agreement; provided, however, that the Company shall bear all costs and expenses associated with the issuance of the Earnout Shares, including (a) all transfer agent fees and expenses payable to Continental Registrars, Inc. (or any successor Transfer Agent) in connection with the is

EARNOUT AGREEMENT
Form — To Be Executed at Closing
This form of Earnout Agreement (this "Agreement") is the form contemplated by and attached as Exhibit D to the Business Combination Agreement dated April 14, 2025, among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd., and is to be executed and delivered at the Closing (as defined herein).
[●], 2025
by and among
SKYBRIDGE FINTECH HOLDINGS, INC. (formerly Pinnacle Growth Acquisition Corp.) a Delaware corporation (the "Company")
and
PRIYA CHANDRASEKARAN as Representative of the Earnout Participants (the "Representative")
EARNOUT AGREEMENT
This EARNOUT AGREEMENT (this "Agreement") is made and entered into as of [●], 2025 (the "Effective Date"), by and between Skybridge Fintech Holdings, Inc., a Delaware corporation (the "Company," formerly known as Pinnacle Growth Acquisition Corp.), and Priya Chandrasekaran, in her capacity as representative of the Earnout Participants (as defined below) (the "Representative").
RECITALS
WHEREAS, Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company ("Pinnacle" or "PGAC"), Pinnacle Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of Pinnacle ("Merger Sub"), and Skybridge Fintech Ltd., a Delaware corporation ("Skybridge" or "SBF"), entered into that certain Business Combination Agreement, dated as of April 14, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "BCA");
WHEREAS, pursuant to the BCA, Merger Sub merged with and into Skybridge in a forward triangular merger under the Delaware General Corporation Law (the "DGCL") (the "Merger"), with Skybridge surviving as a wholly owned subsidiary of the Company;
WHEREAS, immediately prior to the effective time of the Merger, Pinnacle domesticated from the Cayman Islands to the State of Delaware pursuant to Section 388 of the DGCL and the Cayman Islands Companies Act (as revised) and changed its name to Skybridge Fintech Holdings, Inc.;
WHEREAS, pursuant to Section 2.7 of the BCA, the Company agreed to issue up to 5,000,000 additional shares of Common Stock (as defined below) of the Company (the "Earnout Shares") to the former stockholders and equityholders of Skybridge (the "Earnout Participants") upon the achievement of certain stock price milestones following the closing of the Merger (the "Closing");
WHEREAS, Priya Chandrasekaran, in her capacity as Founder and Chief Executive Officer of Skybridge, has been designated as the representative of the Earnout Participants (the "Representative") pursuant to Section 10.16 of the BCA;
WHEREAS, the Company and the Representative desire to set forth the terms and conditions governing the issuance, vesting, and distribution of the Earnout Shares in accordance with the BCA; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
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ARTICLE I — DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the BCA.
"BCA" means that certain Business Combination Agreement, dated as of April 14, 2025, by and among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd., as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Board" means the Board of Directors of the Company (Skybridge Fintech Holdings, Inc.), as constituted from time to time.
"Business Day" means any day other than a Saturday, a Sunday, or any other day on which commercial banks in New York, New York are authorized or required by law to close.
"Change of Control" has the meaning set forth in Section 3.2.
"Closing" means the closing of the Merger, occurring on [●], 2025 (projected July 21, 2025), pursuant to the terms and conditions of the BCA.
"Closing Date" means the date on which the Closing occurs.
"Common Stock" means the shares of common stock, par value $0.0001 per share, of the Company (Skybridge Fintech Holdings, Inc.), including shares listed on Nasdaq under the ticker symbol "SBFT."
"Company" means Skybridge Fintech Holdings, Inc., a Delaware corporation (formerly known as Pinnacle Growth Acquisition Corp.).
"DGCL" means the Delaware General Corporation Law, as amended from time to time.
"Earnout Participants" means the former stockholders and equityholders of Skybridge Fintech Ltd. who received Merger Consideration shares in the Merger, as set forth on Schedule A hereto. For the avoidance of doubt, Earnout Participants include holders who received shares of Common Stock in exchange for shares of Skybridge common stock, shares of Skybridge preferred stock, and vested options and restricted stock units of Skybridge, in each case in connection with the Merger.
"Earnout Percentage" means, with respect to each Earnout Participant, such Earnout Participant's pro rata percentage of the aggregate Earnout Shares, as set forth on Schedule A, calculated based on the percentage of total Merger Consideration shares received by such Earnout Participant relative to the total 45,000,000 Merger Consideration shares issued in connection with the Merger. For the avoidance of doubt, the Earnout Percentage of each Earnout Participant shall apply to each Tranche of Earnout Shares.
"Earnout Period" means the period commencing on the Closing Date and ending on the date that is thirty-six (36) months after the Closing Date.
"Earnout Shares" means up to 5,000,000 shares of Common Stock issuable pursuant to Article II of this Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended.
"Merger" means the merger of Merger Sub with and into Skybridge pursuant to the BCA, with Skybridge surviving as a wholly owned subsidiary of the Company.
"Merger Consideration" means the shares of Common Stock issued to the former stockholders and equityholders of Skybridge at the Closing in consideration for the Merger, consisting of 45,000,000 shares at a deemed value of $10.00 per share.
"Nasdaq" means The Nasdaq Stock Market LLC.
"Permitted Transferee" means, with respect to any Earnout Participant, (a) any affiliate of such Earnout Participant, (b) any trust for the benefit of such Earnout Participant or the immediate family members of such Earnout Participant, (c) any entity wholly owned by such Earnout Participant or the immediate family members of such Earnout Participant, or (d) any transferee required by applicable law, including a transfer by operation of law upon the death of such Earnout Participant.
"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity of any kind or nature.
"Pro Rata Percentage" has the same meaning as Earnout Percentage.
"Representative" means Priya Chandrasekaran, acting in her capacity as representative of the Earnout Participants pursuant to Article VI of this Agreement, or any successor Representative appointed in accordance with Section 6.4.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
"Trading Day" means any day on which shares of Common Stock are traded on Nasdaq (or such other national securities exchange on which the Common Stock is then listed for trading), and on which Nasdaq (or such other exchange) is open for the transaction of business.
"Tranche 1 Earnout Period" has the meaning set forth in Section 2.1(a).
"Tranche 1 Earnout Shares" means 2,500,000 shares of Common Stock issuable upon the occurrence of the Tranche 1 Triggering Event.
"Tranche 1 Triggering Event" has the meaning set forth in Section 2.1(a).
"Tranche 2 Earnout Period" has the meaning set forth in Section 2.1(b).
"Tranche 2 Earnout Shares" means 2,500,000 shares of Common Stock issuable upon the occurrence of the Tranche 2 Triggering Event.
"Tranche 2 Triggering Event" has the meaning set forth in Section 2.1(b).
"Transaction Documents" has the meaning ascribed to such term in the BCA.
"Transfer Agent" means Continental Registrars, Inc., or any successor transfer agent appointed by the Company with respect to the Common Stock.
"Triggering Event" means a Tranche 1 Triggering Event or a Tranche 2 Triggering Event, as applicable.
"VWAP" means, for any Trading Day, the per-share volume-weighted average price of the Common Stock on Nasdaq (or such other national securities exchange on which the Common Stock is then listed) as displayed under the heading "Westmark Services Inc. VWAP" on Westmark Services Inc. page "SBFT US <Equity> AQR" (or its equivalent successor page) or, if such price is not available on Crowne Albany Systems, as reported by another authoritative source reasonably selected in good faith by the Board. For the purposes of calculating VWAP, the calculation shall be based on transactions executed during the regular trading session for Nasdaq (generally 9:30 a.m. to 4:00 p.m., Eastern Time), and shall exclude block trades negotiated and executed outside the regular trading session and any after-hours or pre-market trading activity, unless otherwise determined in good faith by the Board with the written consent of the Representative.
Section 1.2 Interpretation. Unless the context otherwise requires:
(a) The headings and captions in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof.
(b) Words in the singular shall include the plural, and words in the plural shall include the singular.
(c) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(d) The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Section, Article, or other subdivision.
(e) References to any statute or law shall be deemed to refer to such statute or law as amended from time to time and to any rules and regulations promulgated thereunder.
(f) All references to currency or "$" shall be references to United States dollars.
(g) References to "days" shall mean calendar days unless "Business Days" is expressly specified.
(h) The word "or" shall not be exclusive.
(i) The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.
ARTICLE II — EARNOUT SHARES
Section 2.1 Earnout Milestones.
(a) Tranche 1 Triggering Event. The "Tranche 1 Triggering Event" shall be deemed to have occurred if, at any time during the period commencing on the Closing Date and ending on the date that is twenty-four (24) months after the Closing Date (the "Tranche 1 Earnout Period"), the VWAP of the Common Stock equals or exceeds Twelve Dollars and Fifty Cents ($12.50) per share for any twenty (20) Trading Days within any period of thirty (30) consecutive Trading Days (which twenty (20) Trading Days need not be consecutive). Upon the occurrence of the Tranche 1 Triggering Event, the Company shall issue 2,500,000 Tranche 1 Earnout Shares to the Earnout Participants in accordance with their respective Earnout Percentages as set forth on Schedule A, subject to the issuance mechanics set forth in Section 2.2.
(b) Tranche 2 Triggering Event. The "Tranche 2 Triggering Event" shall be deemed to have occurred if, at any time during the period commencing on the Closing Date and ending on the date that is thirty-six (36) months after the Closing Date (the "Tranche 2 Earnout Period"), the VWAP of the Common Stock equals or exceeds Fifteen Dollars ($15.00) per share for any twenty (20) Trading Days within any period of thirty (30) consecutive Trading Days (which twenty (20) Trading Days need not be consecutive). Upon the occurrence of the Tranche 2 Triggering Event, the Company shall issue 2,500,000 Tranche 2 Earnout Shares to the Earnout Participants in accordance with their respective Earnout Percentages as set forth on Schedule A, subject to the issuance mechanics set forth in Section 2.2.
(c) Independence of Tranches. Each Tranche of Earnout Shares shall operate independently of the other Tranche. The achievement of the Tranche 1 Triggering Event shall not entitle any Earnout Participant to receive any Tranche 2 Earnout Shares. Conversely, the achievement of the Tranche 2 Triggering Event shall be deemed to constitute the simultaneous achievement of the Tranche 1 Triggering Event if the Tranche 1 Triggering Event has not previously occurred (that is, if the VWAP threshold of $15.00 per share is achieved prior to the achievement of the VWAP threshold of $12.50 per share, both the Tranche 1 Earnout Shares and the Tranche 2 Earnout Shares shall become issuable simultaneously, and the Company shall issue all 5,000,000 Earnout Shares to the Earnout Participants in accordance with Section 2.2). For the avoidance of doubt, in no event shall the aggregate number of Earnout Shares issuable under this Agreement exceed 5,000,000 shares of Common Stock (subject to adjustment as provided in Article IV).
(d) Expiration. To the extent any Triggering Event has not occurred by the end of its respective Earnout Period (the Tranche 1 Earnout Period in the case of the Tranche 1 Triggering Event, and the Tranche 2 Earnout Period in the case of the Tranche 2 Triggering Event), the right of the Earnout Participants to receive the corresponding Earnout Shares shall terminate and shall be of no further force or effect, and no consideration of any kind (whether in cash, shares, or otherwise) shall be payable by the Company or any other Person in respect of Earnout Shares that fail to vest. Upon such expiration, the Company shall have no further obligation with respect to the applicable Tranche of Earnout Shares, and such Earnout Shares shall no longer be deemed reserved for issuance pursuant to Section 2.3.
Section 2.2 Issuance Mechanics.
(a) Notice of Triggering Event. Within five (5) Business Days following the occurrence of a Triggering Event, the Company shall deliver written notice to the Representative in substantially the form attached hereto as Exhibit B (a "Triggering Event Notice"), specifying (i) the date on which the Triggering Event occurred, (ii) the applicable Tranche (Tranche 1, Tranche 2, or both, as the case may be), (iii) the VWAP data for the qualifying twenty (20) Trading Days within the applicable thirty (30) consecutive Trading Day period, including the specific Trading Days on which the VWAP equaled or exceeded the applicable threshold, (iv) the aggregate number of Earnout Shares to be issued, and (v) the expected issuance date. The Representative shall have the right to review and verify the VWAP data set forth in such notice and, if the Representative disputes any such data, the Representative shall notify the Company in writing within three (3) Business Days following receipt of the Triggering Event Notice. The Company and the Representative shall thereafter cooperate in good faith to resolve any such dispute. In the event that the Company fails to deliver a Triggering Event Notice within the time period specified herein, such failure shall not affect the Earnout Participants' right to receive the applicable Earnout Shares, and the Representative may deliver a written notice to the Company asserting the occurrence of a Triggering Event, together with reasonable supporting VWAP data, and the Company shall respond within five (5) Business Days.
(b) Issuance. Within ten (10) Business Days following the occurrence of a Triggering Event (or, if the VWAP data is disputed, within ten (10) Business Days following the resolution of such dispute), the Company shall instruct the Transfer Agent (Continental Registrars, Inc.) to issue the applicable Earnout Shares to the Earnout Participants in book-entry form (i.e., without physical stock certificates), in accordance with each Earnout Participant's Earnout Percentage as set forth on Schedule A. The Company shall deliver to the Transfer Agent all documentation, instructions, and authorizations reasonably necessary to effect such issuance, including an opinion of counsel if required by the Transfer Agent. Fractional shares of Common Stock shall be rounded down to the nearest whole share for each Earnout Participant, and no cash or other consideration shall be paid in lieu of any fractional shares.
(c) Allocation. The Earnout Shares shall be allocated among the Earnout Participants in accordance with their respective Earnout Percentages set forth on Schedule A, which shall be calculated by the Representative and delivered to the Company at or promptly following the Closing. The Company shall be entitled to rely conclusively on the allocation set forth on Schedule A as certified by the Representative, and the Company shall have no liability to any Earnout Participant arising from any errors in such allocation. For illustrative purposes, the following sets forth the approximate Earnout Percentages of certain principal Earnout Participants (reflecting pre-transaction ownership), subject to final determination at Closing:
(i) Harborview Partners — approximately 38.2% of total Earnout Shares per Tranche;
(ii) Atlas Horizon Ventures Fund II, LP — approximately 22.7% of total Earnout Shares per Tranche;
(iii) Priya Chandrasekaran and members of the management team — approximately 31.4% of total Earnout Shares per Tranche (in the aggregate); and
(iv) Other employees and former option/RSU holders — approximately 7.7% of total Earnout Shares per Tranche (in the aggregate).
The foregoing percentages are illustrative only and are subject to adjustment based on the final exchange ratio, capitalization table, and option exercise and RSU settlement activity occurring prior to or at the Closing.
Section 2.3 Reservation of Shares. The Company shall, at all times during the Earnout Period, reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the issuance of Earnout Shares pursuant to this Agreement, a number of shares of Common Stock equal to the maximum number of Earnout Shares then issuable hereunder (up to 5,000,000 shares of Common Stock in the aggregate, subject to adjustment as provided in Article IV). The Company shall take all corporate action necessary or advisable to ensure that such shares are duly authorized and available for issuance, including, if necessary, seeking stockholder approval of any amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock. The parties acknowledge that the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc. adopted in connection with the Closing provides for a sufficient number of authorized shares of Common Stock to permit the issuance of all Earnout Shares contemplated hereby.
Section 2.4 Listing. The Company shall use reasonable best efforts to cause the Earnout Shares, when issued pursuant to this Agreement, to be approved for listing on Nasdaq (or such other national securities exchange on which the Common Stock is then listed) and, if required by the rules and regulations of Nasdaq or such other exchange, shall file any supplemental listing application, notification form, or other documentation with Nasdaq (or such other exchange) in connection therewith, in each case in a timely manner so as to permit the Earnout Shares to be listed concurrently with their issuance.
Section 2.5 Tax Withholding. The Company shall be entitled to deduct and withhold from the Earnout Shares otherwise issuable to any Earnout Participant pursuant to this Agreement such amounts as may be required to be deducted and withheld under applicable federal, state, local, or foreign tax laws with respect to the issuance of such Earnout Shares. To the extent that amounts are so deducted and withheld, and any shares of Common Stock are withheld or not delivered as a result thereof, such shares shall be treated as having been issued to the applicable Earnout Participant for all purposes of this Agreement. The Company may, in its sole discretion, satisfy any withholding obligation by (i) withholding a number of Earnout Shares otherwise issuable to the applicable Earnout Participant having a fair market value (determined based on the closing price of the Common Stock on the Trading Day immediately preceding the issuance date) equal to the amount required to be withheld, (ii) requiring the applicable Earnout Participant to make a cash payment to the Company in an amount equal to the withholding amount, or (iii) selling (or causing to be sold) on behalf of the applicable Earnout Participant such number of Earnout Shares as are necessary to generate proceeds sufficient to satisfy the withholding obligation. The Company shall provide the Representative with at least five (5) Business Days' prior written notice of its intention to withhold shares or require a cash payment pursuant to this Section 2.5, and shall cooperate with the Representative in determining the most tax-efficient method of satisfying such withholding obligations.
Section 2.6 Tax Treatment. The parties intend that the Earnout Shares constitute additional merger consideration and shall be treated as an adjustment to the merger consideration paid in connection with the Merger for United States federal (and applicable state and local) income tax purposes. No party shall take a position inconsistent with such treatment on any tax return, in any audit, or in any judicial or administrative proceeding unless required to do so by a final determination within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended. The parties acknowledge the Tax Structure Memorandum dated April 10, 2025, prepared by Leonard Cross of Calderwood & Harkness LLP, regarding the treatment of the Merger as a reorganization under Section 368(a) of the Internal Revenue Code and the treatment of the Earnout Shares as additional consideration in connection with such reorganization. Nothing in this Section 2.6 shall be construed as a guarantee by any party that the intended tax treatment shall be obtained, and each Earnout Participant is encouraged to consult with its own tax advisors regarding the tax consequences of the receipt of Earnout Shares.
ARTICLE III — ACCELERATION EVENTS
Section 3.1 Change of Control.
(a) If a Change of Control (as defined in Section 3.2) occurs during the Earnout Period, then any Triggering Event that has not yet occurred shall be deemed to have occurred immediately prior to the consummation of such Change of Control, and all then-unvested Earnout Shares (including, for the avoidance of doubt, both Tranche 1 Earnout Shares and Tranche 2 Earnout Shares, to the extent not previously issued) shall become issuable to the Earnout Participants in accordance with their respective Earnout Percentages.
(b) In the event of a Change of Control described in Section 3.1(a), the Company (or its successor or the acquiring Person, as applicable) shall, at the election of the Representative (which election shall be made in writing delivered to the Company no later than five (5) Business Days prior to the expected consummation date of the Change of Control, or if such notice is impracticable, as promptly as reasonably practicable), either:
(i) issue such Earnout Shares to the Earnout Participants immediately prior to the consummation of the Change of Control, so that the Earnout Participants may participate in the Change of Control transaction on the same terms and conditions as other holders of Common Stock (including, without limitation, the right to receive the same form and amount of per-share consideration payable to such other holders of Common Stock); or
(ii) provide that each Earnout Participant shall receive, in respect of each Earnout Share to which such Earnout Participant would have been entitled, the same per-share consideration (whether in cash, securities, or other property, or any combination thereof) as is payable to holders of Common Stock in the Change of Control transaction, without any requirement that the Earnout Shares be issued prior to such payment.
(c) In the event the Representative fails to make a timely election under Section 3.1(b), the Company shall issue the Earnout Shares in accordance with Section 3.1(b)(i).
(d) The Company shall provide the Representative with written notice of any proposed Change of Control no later than fifteen (15) Business Days prior to the expected consummation date thereof (or, if fifteen (15) Business Days' notice is not practicable under the circumstances, as promptly as reasonably practicable following the public announcement of such proposed Change of Control), which notice shall set forth in reasonable detail the material terms and conditions of the proposed Change of Control and the expected consummation date thereof.
(e) The Company shall use its reasonable best efforts to cause any definitive agreement relating to a Change of Control to include provisions requiring the acquiring Person or surviving entity to assume and perform the obligations of the Company under this Agreement (including the obligation to issue or pay consideration in respect of any Earnout Shares that have not yet vested at the time of such Change of Control).
Section 3.2 Definition of Change of Control. For purposes of this Agreement, "Change of Control" means the occurrence of any of the following events in a single transaction or series of related transactions:
(a) any merger, consolidation, business combination, or similar transaction involving the Company in which the stockholders of the Company immediately prior to the consummation of such transaction hold, directly or indirectly, less than fifty percent (50%) of the total voting power of the outstanding voting securities of the surviving or resulting entity (or its ultimate parent entity, if the surviving or resulting entity is a wholly owned subsidiary) immediately following the consummation of such transaction;
(b) the sale, lease, license, transfer, or other disposition (including by way of exclusive license) of all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to any Person or group of related Persons (other than a wholly owned subsidiary of the Company);
(c) a tender offer or exchange offer (whether by the Company or any other Person) that is consummated and results in any Person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) acquiring beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the outstanding voting securities of the Company; or
(d) any other transaction or series of related transactions the result of which is that any Person or group of related Persons (other than the Company or any of its wholly owned subsidiaries) acquires direct or indirect control of the Company.
Notwithstanding the foregoing, a "Change of Control" shall not include (x) any internal reorganization, restructuring, or similar transaction solely among the Company and one or more of its direct or indirect wholly owned subsidiaries, (y) any transaction solely between or among the Company and its subsidiaries undertaken for tax or corporate restructuring purposes that does not involve a third-party acquiror, or (z) any initial public offering or other offering of securities by the Company.
Section 3.3 Liquidation or Dissolution. If the Company commences any voluntary liquidation, dissolution, or winding up of the Company during the Earnout Period (including the adoption of a plan of liquidation by the Board or the stockholders of the Company), then any then-unvested Earnout Shares (including, for the avoidance of doubt, both Tranche 1 Earnout Shares and Tranche 2 Earnout Shares, to the extent not previously issued) shall be deemed to have vested immediately prior to such liquidation, dissolution, or winding up, and the Earnout Participants shall be entitled to receive, in respect of such Earnout Shares, their pro rata share of any liquidating distributions on the same basis and at the same time as other holders of Common Stock, as if such Earnout Shares had been duly issued and were outstanding immediately prior to the record date or effective date of such liquidating distributions. The Company shall provide the Representative with written notice of any proposed voluntary liquidation, dissolution, or winding up no later than twenty (20) Business Days prior to the commencement thereof.
ARTICLE IV — ANTI-DILUTION AND ADJUSTMENT PROVISIONS
Section 4.1 Equitable Adjustments. If, at any time during the Earnout Period, the outstanding shares of Common Stock are changed into a different number or class of shares by reason of any stock split (including a forward stock split), reverse stock split, stock dividend, reclassification, recapitalization, combination, exchange of shares, or other similar transaction affecting the Common Stock (each, an "Adjustment Event"), then the following adjustments shall be made, effective as of the date of such Adjustment Event:
(a) the number of Earnout Shares issuable pursuant to each Tranche (and, correspondingly, the aggregate number of Earnout Shares issuable under this Agreement) shall be proportionally and equitably adjusted to reflect such Adjustment Event; and
(b) the applicable VWAP thresholds (Twelve Dollars and Fifty Cents ($12.50) per share for the Tranche 1 Triggering Event and Fifteen Dollars ($15.00) per share for the Tranche 2 Triggering Event) shall be proportionally and equitably adjusted to reflect such Adjustment Event.
Any such adjustments shall be determined by the Board in good faith (after consultation with the Representative) and shall be final and binding on all parties and all Earnout Participants, absent manifest error. By way of illustration and not limitation, if a 2-for-1 forward stock split of the Common Stock occurs during the Earnout Period, (x) the number of Tranche 1 Earnout Shares would be adjusted from 2,500,000 to 5,000,000, (y) the VWAP threshold for the Tranche 1 Triggering Event would be adjusted from $12.50 to $6.25, and (z) corresponding adjustments would be made to the Tranche 2 Earnout Shares and VWAP threshold. The Company shall deliver written notice to the Representative of any such adjustment promptly following the occurrence of the applicable Adjustment Event.
Section 4.2 No Adjustment for Issuances. Notwithstanding anything to the contrary in this Agreement, no adjustment shall be made to the number of Earnout Shares issuable hereunder or to the VWAP thresholds by reason of:
(a) any issuance of shares of Common Stock pursuant to the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc. or the 2025 Employee Stock Purchase Plan of Skybridge Fintech Holdings, Inc. (or any successor equity compensation plans adopted by the Company), whether upon the grant, vesting, exercise, or settlement of stock options, restricted stock units, restricted stock awards, stock appreciation rights, or other equity-based awards;
(b) the exercise of the 10,000,000 public warrants of the Company (at an exercise price of $11.50 per share) or the 8,000,000 private placement warrants of the Company (at an exercise price of $11.50 per share), whether exercised on a cash basis or on a cashless or net exercise basis;
(c) any issuance of shares of Common Stock (or securities convertible into or exercisable for shares of Common Stock) in connection with an acquisition by the Company of any business, assets, or securities of any Person, whether by merger, consolidation, purchase of assets, purchase of equity, or otherwise;
(d) any issuance of shares of Common Stock in a public offering or private placement for cash;
(e) any issuance of shares of Common Stock upon the conversion, exchange, or exercise of any securities of the Company that are outstanding as of the date hereof or that are issued after the date hereof in compliance with the foregoing clauses (a) through (d); or
(f) any other issuance of shares of Common Stock by the Company that is not an Adjustment Event described in Section 4.1.
Section 4.3 Reorganization Events. In the event of any reorganization, spin-off, split-off, or similar corporate event affecting the Company or the Common Stock that does not constitute a Change of Control, the Board shall, in good faith and after consultation with the Representative, make such adjustments to the terms of this Agreement (including the number and kind of securities issuable as Earnout Shares and the applicable VWAP thresholds) as are necessary to preserve the economic equivalence of the Earnout Shares and the rights of the Earnout Participants hereunder, taking into account the nature and effect of such reorganization event. Any such adjustments shall be final and binding on all parties and all Earnout Participants, absent manifest error, and the Company shall deliver written notice to the Representative of any such adjustment promptly following the occurrence of the applicable reorganization event, setting forth in reasonable detail the nature of the event and the adjustments made.
ARTICLE V — COVENANTS OF THE COMPANY
Section 5.1 Cooperation. The Company shall cooperate with the Representative and the Earnout Participants in connection with the issuance and delivery of the Earnout Shares, including by (a) providing all necessary instructions, authorizations, and documentation to the Transfer Agent (Continental Registrars, Inc.), (b) taking all actions required under applicable federal and state securities laws (including, if applicable, the filing of any required registration statement, prospectus supplement, or Form S-3, or reliance on an applicable exemption from registration under the Securities Act), and (c) providing such additional cooperation and assistance as the Representative may reasonably request in connection with the distribution of Earnout Shares to the Earnout Participants. The Company shall cause the Transfer Agent to cooperate with the Representative in connection with the foregoing.
Section 5.2 Continued Listing. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on Nasdaq (or another national securities exchange of recognized standing in the United States) throughout the Earnout Period. The initial post-closing Nasdaq ticker symbol shall be "SBFT." In the event that the Company receives any notice from Nasdaq (or such other exchange) that the Common Stock is at risk of being delisted, the Company shall promptly notify the Representative of such notice and shall use commercially reasonable efforts to satisfy any applicable listing requirements and avoid any such delisting.
Section 5.3 No Actions to Avoid Triggering Events. The Company and the Board shall not take any action, or fail to take any action, the primary purpose of which is to avoid or prevent a Triggering Event from occurring or to manipulate the VWAP of the Common Stock so as to prevent the achievement of a Triggering Event. For the avoidance of doubt, (a) actions taken by the Board or the Company in good faith in the ordinary course of the Company's business, including decisions relating to the issuance of securities, repurchase of shares, declaration of dividends, capital allocation, strategic transactions, and other corporate actions, shall not be deemed to violate this covenant, and (b) nothing in this Agreement shall be construed to require the Company or the Board to take any action for the purpose of causing a Triggering Event to occur.
Section 5.4 Reporting. Upon the written request of the Representative (which requests shall not be made more frequently than once per calendar quarter), the Company shall provide the Representative with a written certification, signed by an officer of the Company, setting forth the VWAP for each Trading Day during the applicable measurement period or such other period as may be reasonably specified by the Representative, together with reasonable supporting documentation (including, if available, Westmark Services Inc. printouts or equivalent data from the applicable reporting source). The Company shall provide such certification within fifteen (15) Business Days following the receipt of any such request.
Section 5.5 Board Composition. The parties acknowledge and agree that nothing in this Agreement shall limit, restrict, or otherwise affect the authority, power, or discretion of the Board in managing the business and affairs of the Company in accordance with its fiduciary duties under applicable law, subject only to the specific covenants set forth in this Article V. For the avoidance of doubt, the Board shall retain full authority to approve and effect corporate transactions, capital raises, equity issuances, strategic initiatives, and other actions that the Board determines in good faith to be in the best interests of the Company and its stockholders.
ARTICLE VI — THE REPRESENTATIVE
Section 6.1 Appointment. Each Earnout Participant, by virtue of such Earnout Participant's receipt of Merger Consideration shares in the Merger and such Earnout Participant's status as an Earnout Participant hereunder, shall be deemed to have irrevocably constituted and appointed Priya Chandrasekaran as such Earnout Participant's true and lawful representative, agent, and attorney-in-fact for all purposes under this Agreement, with full power and authority to act on behalf of such Earnout Participant with respect to all matters arising under or in connection with this Agreement. The appointment of the Representative is coupled with an interest and shall be irrevocable by any Earnout Participant and shall not be affected by the death, incapacity, dissolution, or bankruptcy of any Earnout Participant.
Section 6.2 Authority. The Representative shall have the full power and authority, on behalf of and binding upon all Earnout Participants, to:
(a) give and receive all notices, communications, and deliveries required or permitted under this Agreement on behalf of the Earnout Participants;
(b) negotiate, execute, and deliver any amendments, modifications, supplements, waivers, or consents under this Agreement on behalf of the Earnout Participants;
(c) take all actions necessary or desirable in connection with the calculation, allocation, and distribution of Earnout Shares among the Earnout Participants, including the preparation and delivery of Schedule A and any updates thereto;
(d) engage legal counsel, accountants, financial advisors, and other professionals and advisors, at the sole expense of the Earnout Participants, to assist the Representative in the performance of her duties hereunder;
(e) negotiate and resolve any disputes arising under or in connection with this Agreement on behalf of the Earnout Participants, including the authority to commence, prosecute, compromise, settle, or abandon any claim or proceeding; and
(f) take all other actions and do all other things necessary, proper, or advisable in connection with the performance of the Representative's duties under this Agreement.
The Company shall be entitled to rely conclusively on any action taken or instruction given by the Representative on behalf of the Earnout Participants, and the Company shall have no obligation to inquire into the authority of the Representative or to verify that any action taken by the Representative has been authorized or approved by the Earnout Participants.
Section 6.3 Liability. The Representative shall not be liable to any Earnout Participant for any action taken or omitted to be taken by the Representative in good faith in connection with the performance of her duties hereunder, and the Earnout Participants shall severally (and not jointly), in proportion to their respective Earnout Percentages, indemnify, defend, and hold harmless the Representative from and against all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising from or in connection with the Representative's performance of her duties under this Agreement; provided, however, that such indemnification shall not apply to any losses, claims, damages, liabilities, costs, or expenses resulting from the Representative's fraud, willful misconduct, or gross negligence. The Representative shall be entitled to rely upon any document, instrument, or communication believed by the Representative in good faith to be genuine and correct and to have been signed or sent by the proper Person or Persons.
Section 6.4 Successor Representative. If the Representative resigns by written notice to the Company and the Earnout Participants, dies, or becomes permanently incapacitated, a successor Representative shall be appointed by the Earnout Participants holding a majority of the Earnout Shares (or, if no Earnout Shares have yet vested, the Earnout Participants holding a majority of the Merger Consideration shares then held by Earnout Participants). Such appointment shall be effective upon delivery of written notice to the Company specifying the identity and contact information of the successor Representative. Until a successor Representative is duly appointed and notice thereof is delivered to the Company, the Company shall have no obligation to take any action that requires the consent, instruction, or cooperation of the Representative.
ARTICLE VII — TRANSFER RESTRICTIONS ON EARNOUT RIGHTS
Section 7.1 No Transfer of Earnout Rights. No Earnout Participant may assign, sell, transfer, pledge, hypothecate, encumber, or otherwise dispose of the contingent right to receive Earnout Shares (or any portion thereof), except:
(a) to a Permitted Transferee, provided that such Permitted Transferee shall have executed and delivered to the Company a joinder agreement in substantially the form attached hereto as Exhibit A, pursuant to which such Permitted Transferee agrees to be bound by all of the terms and conditions of this Agreement (including this Article VII) as if such Permitted Transferee were an original Earnout Participant hereunder; or
(b) with the prior written consent of the Company (which consent may be withheld in the Company's sole and absolute discretion).
Any purported assignment, sale, transfer, pledge, hypothecation, encumbrance, or disposition of the contingent right to receive Earnout Shares in violation of this Section 7.1 shall be null, void, and of no force or effect, and the Company and the Transfer Agent shall not recognize or give effect to any such purported transfer. The Company shall be entitled to place such legends or restrictive notations on its books and records as may be necessary or appropriate to evidence the restrictions on transfer set forth in this Article VII.
Section 7.2 Interaction with Lock-Up Agreement. The parties acknowledge and agree that the Earnout Shares, when and if issued pursuant to this Agreement, shall be subject to the terms and conditions of that certain Lock-Up Agreement dated April 14, 2025, entered into in connection with the BCA, to the extent then applicable. Specifically, with respect to any Earnout Participant who is a "Skybridge Insider" (as defined in the Lock-Up Agreement), any lock-up period applicable to such Earnout Participant under the Lock-Up Agreement shall apply to any Earnout Shares issued to such Earnout Participant from the date of their issuance; provided, however, that such lock-up restrictions shall apply only to the extent that the initial one hundred eighty (180) day lock-up period under the Lock-Up Agreement has not yet expired as of the date on which such Earnout Shares are issued. For the avoidance of doubt, if the initial 180-day lock-up period has expired prior to the issuance of any Earnout Shares, such Earnout Shares shall not be subject to any additional lock-up restrictions under the Lock-Up Agreement.
ARTICLE VIII — REPRESENTATIONS AND WARRANTIES
Section 8.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Representative and the Earnout Participants as follows:
(a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now conducted.
(b) Corporate Power and Authority. The Company has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, including the issuance of the Earnout Shares as contemplated hereby.
(c) Due Authorization. The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, including all necessary approvals of the Board, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, or performance of this Agreement.
(d) Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(e) Authorized Shares. The Company has a sufficient number of authorized but unissued shares of Common Stock to permit the issuance of all Earnout Shares issuable under this Agreement (up to 5,000,000 shares in the aggregate, subject to adjustment as provided in Article IV).
(f) Valid Issuance. When issued in accordance with the terms and conditions of this Agreement, the Earnout Shares will be validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights or rights of first refusal of any Person.
Section 8.2 Representations and Warranties of the Representative. The Representative hereby represents and warrants to the Company as follows:
(a) Power and Authority. The Representative has the power and authority to enter into this Agreement and to perform her obligations hereunder on behalf of the Earnout Participants, and such power and authority has been duly conferred upon the Representative pursuant to the BCA and the other Transaction Documents.
(b) Due Authorization. The execution, delivery, and performance of this Agreement by the Representative have been duly authorized by all necessary action on the part of the Representative.
(c) Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of the Representative (in her capacity as such), enforceable against the Representative in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
ARTICLE IX — TERMINATION
Section 9.1 Termination. This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of:
(a) the issuance of all 5,000,000 Earnout Shares to the Earnout Participants in accordance with the terms hereof;
(b) the expiration of the Earnout Period (thirty-six (36) months after the Closing Date) with respect to any Earnout Shares that have not vested as of such date, but only with respect to such unvested Earnout Shares;
(c) the consummation of a Change of Control and the full payment or issuance of all Earnout Shares (or the consideration in respect thereof) to the Earnout Participants as provided in Article III; or
(d) the mutual written agreement of the Company and the Representative to terminate this Agreement.
Section 9.2 Effect of Termination. The termination of this Agreement pursuant to Section 9.1 shall not relieve any party of any liability for any breach of this Agreement occurring prior to such termination and shall not affect or impair any rights or obligations that accrued prior to such termination, including the right of any Earnout Participant to receive Earnout Shares for any Triggering Event that occurred prior to such termination. In addition, the provisions of this Article IX, Article X (Miscellaneous), and any other provisions that by their nature or terms are intended to survive termination shall survive any termination of this Agreement.
ARTICLE X — MISCELLANEOUS
Section 10.1 Notices. All notices, requests, demands, claims, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given or delivered (a) when delivered personally (with written confirmation of receipt), (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with written confirmation of receipt), (c) when received by the addressee if sent by email (provided that no "bounce-back" or similar undeliverable message is received by the sender), or (d) five (5) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, in each case to the parties at the following addresses (or at such other addresses as a party may designate by written notice to the other party in accordance with this Section 10.1):
If to the Company:
Skybridge Fintech Holdings, Inc. 1200 Market Street, Suite 1400 Wilmington, DE 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, NY 10004
Attention: James Prentice
Email: jprentice@calderwoodharkness.com
If to the Representative:
c/o Skybridge Fintech Ltd. 1200 Market Street, Suite 1400 Wilmington, DE 19801
Attention: Priya Chandrasekaran
Email: pchandrasekaran@skybridgefintech.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 125 Broad Street, 40th Floor New York, NY 10004
Attention: James Prentice
Email: jprentice@calderwoodharkness.com
Section 10.2 Governing Law. 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 10.3 Jurisdiction; Venue. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only if such court declines to accept jurisdiction, the United States District Court for the District of Delaware, or, if such federal court also declines jurisdiction, any state court of the State of Delaware) in any action, suit, or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each party agrees not to commence any action, suit, or proceeding relating thereto except in such courts. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each party further agrees that service of process in any such action, suit, or proceeding may be made by delivering a copy thereof by any of the means specified for the delivery of notices in Section 10.1.
Section 10.4 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT OF THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.4.
Section 10.5 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and that monetary damages, even if available, would not be an adequate remedy therefor. Accordingly, each party shall be entitled to seek an injunction or injunctions, specific performance, and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which such party may be entitled at law or in equity. Each party further agrees that it shall not oppose the granting of any such injunction or specific performance on the basis that (a) the other party has an adequate remedy at law or (b) an award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof shall not be required to post or provide any bond or other security in connection with any such order or injunction.
Section 10.6 Entire Agreement. This Agreement, together with the BCA, the schedules and exhibits hereto (including Schedule A, Exhibit A, and Exhibit B), and the other Transaction Documents (as defined in the BCA), constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether written or oral) with respect to such subject matter.
Section 10.7 Amendments and Waivers. No provision of this Agreement may be amended, modified, or supplemented, and no waiver of any provision of this Agreement shall be effective, unless such amendment, modification, supplement, or waiver is set forth in a written instrument signed by the Company and the Representative. Any amendment, modification, supplement, or waiver effected in accordance with this Section 10.7 shall be binding upon the Company, the Representative, and each of the Earnout Participants. No waiver of any provision of this Agreement shall operate as a waiver of any other provision, and no waiver shall constitute a continuing waiver unless the written instrument of waiver expressly so provides.
Section 10.8 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, 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 and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. Upon such determination that any term or provision is invalid, void, or unenforceable, 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 a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 10.9 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither the Company nor the Representative may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party hereto; provided, however, that the Company may assign this Agreement to a successor entity in connection with a Change of Control, so long as such successor entity expressly assumes and agrees to perform all of the Company's obligations hereunder in a written instrument delivered to the Representative.
Section 10.10 No Third-Party Beneficiaries. Except for the Earnout Participants, who are express intended third-party beneficiaries of this Agreement and shall have the right to enforce the provisions hereof that inure to their benefit, no Person other than the parties hereto shall have any rights under this Agreement or be entitled to rely on any provision hereof, and the parties hereto expressly disclaim any intent to create third-party beneficiary rights in favor of any Person other than the Earnout Participants.
Section 10.11 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email (including portable document format (.pdf)), Brightwater Software, or other electronic transmission shall be effective as delivery of an originally executed counterpart. The words "execution," "signed," "signature," and words of like import in this Agreement shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, the Delaware Uniform Electronic Transactions Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
Section 10.12 Expenses. Except as otherwise expressly provided in this Agreement, each party shall bear its own costs and expenses (including attorneys' fees and expenses) incurred in connection with the negotiation, execution, and performance of this Agreement; provided, however, that the Company shall bear all costs and expenses associated with the issuance of the Earnout Shares, including (a) all transfer agent fees and expenses payable to Continental Registrars, Inc. (or any successor Transfer Agent) in connection with the is

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