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LOCK-UP AGREEMENT

(Execution Version)

Dated as of April 14, 2025

LOCK-UP AGREEMENT

This LOCK-UP AGREEMENT (this "Agreement") is made and entered into as of April 14, 2025, by and among:

(i) Skybridge Fintech Holdings, Inc. (f/k/a Pinnacle Growth Acquisition Corp.), a Cayman Islands exempted company to be domesticated as a corporation organized under the laws of the State of Delaware (the "Company");

(ii) Ridgeway Capital Holdings LLC, a Delaware limited liability company (the "Sponsor");

(iii) Priya Chandrasekaran, an individual (individually, "Chandrasekaran");

(iv) Marcus Ellingham, an individual (individually, "Ellingham");

(v) Teresa Okafor, an individual (individually, "Okafor");

(vi) Daniel Hsiao, an individual (individually, "Hsiao");

(vii) Harborview Partners, a Delaware limited partnership ("Veltrano"); and

(viii) Atlas Horizon Ventures Fund II, LP, a Delaware limited partnership ("Atlas Horizon").

Chandrasekaran, Ellingham, Okafor, Hsiao, Veltrano, and Atlas Horizon are each individually referred to herein as a "Company Holder" and collectively as the "Company Holders" or the "Skybridge Insiders." The Sponsor and the Company Holders are each individually referred to herein as a "Holder" and collectively as the "Holders." The Company and the Holders are sometimes each individually referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company (under its former name, Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company ("PGAC")), Pinnacle Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of PGAC ("Merger Sub"), and Skybridge Fintech Ltd., a company organized under the laws of England and Wales ("Skybridge"), have 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 in accordance with its terms, the "BCA"), providing for, among other things, the forward triangular merger of Merger Sub with and into Skybridge (the "Merger"), with Skybridge surviving the Merger as a wholly owned subsidiary of the domesticated PGAC (to be renamed Skybridge Fintech Holdings, Inc. upon domestication), at an implied enterprise value of Four Hundred Fifty Million Dollars ($450,000,000);

WHEREAS, in connection with the domestication of PGAC from the Cayman Islands to the State of Delaware pursuant to Section 388 of the General Corporation Law of the State of Delaware (the "DGCL") and the Cayman Islands Companies Act (as revised) (the "Domestication"), and the consummation of the Merger (together with the Domestication, the "Closing"): (i) the Sponsor's 7,500,000 Class B ordinary shares of PGAC (less 500,000 shares forfeited pursuant to the Sponsor Support Agreement (as defined below), and subject to an additional forfeiture of 500,000 shares if redemptions exceed 75% of the public shares of PGAC outstanding as of the record date established in connection with the extraordinary general meeting of PGAC's shareholders) will convert on a one-for-one basis into shares of common stock, par value $0.0001 per share, of the Company (the "Founder Shares"), and (ii) the Company Holders will receive shares of common stock, par value $0.0001 per share, of the Company as merger consideration in respect of their equity interests in Skybridge (the "Merger Consideration Shares"), at a deemed value of $10.00 per share, with an aggregate of 45,000,000 shares of common stock of the Company issuable to all Skybridge shareholders in connection with the Merger;

WHEREAS, the execution and delivery of this Agreement by each of the Holders is a material condition to the willingness of the Parties to consummate the transactions contemplated by the BCA, and this Agreement is being entered into simultaneously with the execution and delivery of the BCA;

WHEREAS, reference is made to (i) the Sponsor Support Agreement, dated as of April 14, 2025, by and between the Sponsor and PGAC (the "Sponsor Support Agreement"), and (ii) the Company Stockholder Support Agreement, dated as of April 14, 2025, by and among Veltrano, Atlas Horizon, Chandrasekaran, and Skybridge (the "Company Stockholder Support Agreement"), each of which is being entered into simultaneously with the BCA and this Agreement; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the BCA.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

"Applicable Lock-Up Period" means: (a) with respect to the Founder Shares held by the Sponsor, the Sponsor Lock-Up Period; and (b) with respect to the Merger Consideration Shares (and any Earnout Shares received during the Company Holder Lock-Up Period) held by the Company Holders, the Company Holder Lock-Up Period.

"BCA" means the Business Combination Agreement, dated as of April 14, 2025, by and among PGAC, Merger Sub, and Skybridge, 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 Skybridge Fintech Holdings, Inc., as constituted from time to time following the Closing.

"Closing" has the meaning ascribed to such term in the BCA and refers to the closing of the Domestication and the Merger, which is projected to occur on or about July 21, 2025, subject to the satisfaction or waiver of all conditions to closing set forth in the BCA.

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

"Company" means Skybridge Fintech Holdings, Inc. (the post-Closing combined company), a Delaware corporation, whose shares of common stock are expected to be listed on the Nasdaq Global Market under the ticker symbol "SBFT" following the Closing.

"Company Holder Lock-Up Period" means the period commencing on the Closing Date and ending at 11:59 p.m. (Eastern Time) on the date that is 180 calendar days after the Closing Date, unless earlier terminated pursuant to Section 2.2 hereof.

"Earnout Agreement" means the Earnout Agreement to be executed at or prior to the Closing among the Company and the former shareholders of Skybridge, providing for the issuance of up to 5,000,000 Earnout Shares.

"Earnout Shares" means up to 5,000,000 additional shares of common stock of the Company issuable to the former shareholders of Skybridge pursuant to the Earnout Agreement, consisting of: (a) Tranche 1: 2,500,000 shares issuable if the VWAP of the Company's common stock equals or exceeds $12.50 per share for any 20 trading days within any 30-consecutive-trading-day period within 24 months following the Closing Date; and (b) Tranche 2: 2,500,000 shares issuable if the VWAP of the Company's common stock equals or exceeds $15.00 per share for any 20 trading days within any 30-consecutive-trading-day period within 36 months following the Closing Date. For the avoidance of doubt, Earnout Shares, to the extent issued during the applicable Company Holder Lock-Up Period, shall be subject to the same lock-up restrictions as the Merger Consideration Shares as set forth in this Agreement.

"Founder Shares" means the shares of common stock of the Company received by the Sponsor upon conversion of the Class B ordinary shares of PGAC in connection with the Domestication, which shall be 7,000,000 shares after giving effect to the base forfeiture of 500,000 shares pursuant to the Sponsor Support Agreement (and potentially 6,500,000 shares if the additional forfeiture of 500,000 shares is triggered in the event that redemptions exceed 75% of the public shares of PGAC).

"Lock-Up Shares" means, collectively, the Founder Shares and the Merger Consideration Shares held by the Holders, together with any Earnout Shares received by the Company Holders during the applicable Company Holder Lock-Up Period.

"Merger Consideration Shares" means the shares of common stock of the Company received by the Company Holders as merger consideration in respect of their equity interests in Skybridge pursuant to the terms and conditions of the BCA.

"Permitted Transferee" has the meaning set forth in Section 2.3 hereof.

"Private Placement Warrants" means the 8,000,000 warrants held by the Sponsor, each exercisable for one share of common stock of the Company at an exercise price of $11.50 per share, purchased by the Sponsor in a private placement simultaneously with the closing of PGAC's initial public offering at a price of $1.50 per warrant (representing an aggregate purchase price of $12,000,000). For the avoidance of doubt, the Private Placement Warrants are NOT Lock-Up Shares and are not subject to the lock-up restrictions set forth in this Agreement. The Private Placement Warrants are governed separately by the Warrant Agreement, dated as of March 7, 2023, between PGAC and Continental Registrars, Inc., as warrant agent, and are subject to a separate 30-day post-Closing lock-up period as set forth in the Sponsor Support Agreement.

"Registration Rights Agreement" means the Registration Rights Agreement to be executed at or prior to the Closing among the Company, the Sponsor, certain former shareholders of Skybridge, and the PIPE Investors.

"Sponsor Lock-Up Period" means the period commencing on the Closing Date and ending at 11:59 p.m. (Eastern Time) on the date that is 12 months after the Closing Date, unless earlier terminated pursuant to Section 2.2 hereof.

"Transfer" has the meaning set forth in Section 2.1 hereof.

"VWAP" means the volume-weighted average price of the Company's common stock on the Nasdaq Global Market (or such other national securities exchange on which the Company's common stock is then listed), as reported by Crowne Albany Systems (or, if not available, another authoritative source reasonably selected by the Company).

ARTICLE II — LOCK-UP RESTRICTIONS

Section 2.1 — Lock-Up Covenant.

(a) Each Holder hereby agrees that, during the Applicable Lock-Up Period applicable to such Holder, such Holder shall not, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, warrant, or right to purchase, or otherwise transfer or dispose of, or agree to transfer or dispose of (collectively, "Transfer"), any Lock-Up Shares held by such Holder, (ii) enter into any swap, short sale, hedge, forward contract, or other agreement or arrangement that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Lock-Up Shares held by such Holder (whether any such transaction described in this clause (ii) is to be settled by delivery of the Company's common stock, other securities, in cash, or otherwise), (iii) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Shares (except as expressly provided in the Registration Rights Agreement and subject to the limitations set forth in Article IV hereof), (iv) grant any proxies or powers of attorney with respect to any Lock-Up Shares (other than proxies or powers of attorney granted in connection with any meeting of stockholders of the Company at which the applicable Lock-Up Shares are entitled to be voted, provided such proxy or power of attorney does not effect a Transfer of the economic interest in or beneficial ownership of such Lock-Up Shares), or (v) publicly disclose the intention to do any of the foregoing.

(b) The lock-up restrictions set forth in Section 2.1(a) shall apply as follows:

(i) Sponsor Lock-Up Period. With respect to the Founder Shares held by the Sponsor, the lock-up restrictions set forth in Section 2.1(a) shall apply for a period of twelve (12) months following the Closing Date (the "Sponsor Lock-Up Period"). For the avoidance of doubt, the Sponsor Lock-Up Period shall commence on the Closing Date and shall expire at 11:59 p.m. (Eastern Time) on the first anniversary of the Closing Date, subject to earlier termination pursuant to Section 2.2.

(ii) Company Holder Lock-Up Period. With respect to the Merger Consideration Shares held by the Company Holders, and any Earnout Shares received by the Company Holders during the Company Holder Lock-Up Period, the lock-up restrictions set forth in Section 2.1(a) shall apply for a period of one hundred eighty (180) calendar days following the Closing Date (the "Company Holder Lock-Up Period"). For the avoidance of doubt, the Company Holder Lock-Up Period shall commence on the Closing Date and shall expire at 11:59 p.m. (Eastern Time) on the one hundred eightieth (180th) calendar day following the Closing Date, subject to earlier termination pursuant to Section 2.2.

(c) Any purported Transfer of Lock-Up Shares in violation of this Agreement shall be null and void ab initio and shall not be given effect by the Company or its transfer agent for any purpose, and no party to such purported Transfer shall be deemed to have acquired any right, title, or interest therein.

Section 2.2 — Early Release Triggers.

Notwithstanding the provisions of Section 2.1, the lock-up restrictions set forth in Section 2.1(a) shall terminate early with respect to all Lock-Up Shares held by all Holders upon the earliest to occur of the following:

(a) Share Price Trigger. The date on which the closing price of the Company's common stock on the Nasdaq Global Market (or such other national securities exchange on which the Company's common stock is then listed) equals or exceeds $12.00 per share (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares, or other similar events affecting the Company's common stock after the date hereof) for any twenty (20) trading days within any thirty (30)-consecutive-trading-day period commencing at least one hundred fifty (150) days after the Closing Date. For purposes of this Section 2.2(a), "trading day" means any day on which the Nasdaq Global Market (or such other national securities exchange on which the Company's common stock is then listed) is open for trading.

(b) Change of Control. The date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Closing Date that results in all of the Company's stockholders having the right to exchange their shares of common stock of the Company for cash, securities, or other property (a "Change of Control Transaction"), regardless of whether such Change of Control Transaction is effected through a direct merger, a triangular merger, a tender or exchange offer, a sale of all or substantially all of the Company's assets followed by a dissolution and liquidation, or any other form of business combination or similar transaction.

(c) Subsequent Transaction. The date on which the Company completes a subsequent transaction involving a Change of Control Transaction in which the per-share consideration (whether in the form of cash, securities, or a combination thereof) payable or distributable to holders of the Company's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares, or other similar events affecting the Company's common stock after the date hereof).

Upon the occurrence of any of the events described in clauses (a), (b), or (c) above, the lock-up restrictions set forth in Section 2.1(a) shall terminate immediately and automatically without any further action on the part of any Party, and the Company shall promptly instruct its transfer agent to remove any legends or stop-transfer instructions with respect to the Lock-Up Shares in accordance with Section 2.5.

Section 2.3 — Permitted Transfers.

Notwithstanding the provisions of Section 2.1, Lock-Up Shares may be Transferred during the Applicable Lock-Up Period to the following persons or entities (each, a "Permitted Transferee"), provided that, as a condition precedent to any such Transfer, each such Permitted Transferee shall have executed and delivered to the Company a joinder agreement substantially in the form attached hereto as Exhibit A, agreeing to be bound by all of the terms and conditions of this Agreement (including the lock-up restrictions set forth in Section 2.1) for the remainder of the Applicable Lock-Up Period, and provided further that no such Transfer shall reduce the obligations of the transferring Holder under this Agreement:

(a) Transfers by the Sponsor. In the case of the Sponsor, Lock-Up Shares may be Transferred to: (i) any member or partner of the Sponsor; (ii) any affiliate of the Sponsor (as such term is defined under Rule 405 of the Securities Act of 1933, as amended (the "Securities Act")); (iii) Jonathan Mercer (the managing member of the Sponsor) or members of Mr. Mercer's immediate family (which, for purposes of this Agreement, shall include such person's spouse, domestic partner, parents, children, siblings, grandparents, grandchildren, nieces, nephews, and any spouse of the foregoing); or (iv) a trust for the direct or indirect benefit of Jonathan Mercer or any member of his immediate family, the trustees of which are Jonathan Mercer, a member of his immediate family, or a professional fiduciary.

(b) Transfers by Individual Company Holders. In the case of any Company Holder that is a natural person, Lock-Up Shares may be Transferred to: (i) members of such Company Holder's immediate family (as defined in clause (a)(iii) above); (ii) a trust for the direct or indirect benefit of such Company Holder or any member of such Company Holder's immediate family, the trustees of which are such Company Holder, a member of such Company Holder's immediate family, or a professional fiduciary; (iii) a personal investment vehicle, family office, or other entity directly or indirectly controlled by such Company Holder; or (iv) by operation of law, including upon the death, disability, or divorce of such Company Holder, provided that the successor, heir, estate, or transferee (as applicable) shall be bound by all of the terms and conditions of this Agreement for the remainder of the Applicable Lock-Up Period.

(c) Transfers by Institutional Company Holders. In the case of Harborview Partners or Atlas Horizon Ventures Fund II, LP, Lock-Up Shares may be Transferred to: (i) any general partner, limited partner, or member of such entity; (ii) any affiliate of such entity (as such term is defined under Rule 405 of the Securities Act); or (iii) by way of distributions in-kind to the limited partners of such entity in accordance with the organizational documents thereof, provided that each distributee shall have executed and delivered to the Company a joinder agreement substantially in the form attached hereto as Exhibit A.

(d) Court Orders and Regulatory Requirements. In all cases, Lock-Up Shares may be Transferred pursuant to a final, non-appealable order of a court of competent jurisdiction or as required by applicable law or regulatory authority, provided that (i) the transferring Holder shall provide prompt written notice to the Company of such court order or regulatory requirement (and in any event no later than two (2) business days prior to any such Transfer, if practicable), and (ii) the transferee shall be bound by all of the terms and conditions of this Agreement for the remainder of the Applicable Lock-Up Period.

(e) Exercise of Options, Warrants, or Settlement of RSUs. Transfers in connection with the exercise of options or warrants or the settlement of restricted stock units issued pursuant to any equity incentive plan of the Company approved by the Board, provided that the underlying shares of common stock received upon such exercise or settlement shall remain subject to the lock-up restrictions set forth in Section 2.1 for the remainder of the Applicable Lock-Up Period.

Section 2.4 — Scope Clarifications.

For the avoidance of doubt:

(a) This Agreement does not restrict the Transfer of (i) any Public Warrants or Private Placement Warrants (the Private Placement Warrants being subject to a separate 30-day post-Closing lock-up period as set forth in the Sponsor Support Agreement, and the Public Warrants being freely transferable by their holders), or (ii) any shares of common stock of the Company acquired by any Holder in open-market transactions after the Closing Date.

(b) The Sponsor's 8,000,000 Private Placement Warrants (each exercisable for one share of common stock of the Company at an exercise price of $11.50 per share, purchased at an aggregate cost of $12,000,000 at a price of $1.50 per warrant) are expressly excluded from the definition of "Lock-Up Shares" and are not subject to the lock-up restrictions set forth in this Agreement. The terms and conditions governing the Private Placement Warrants, including any applicable transfer restrictions, are set forth in the Warrant Agreement and the Sponsor Support Agreement.

(c) Earnout Shares are subject to the lock-up restrictions set forth in this Agreement only to the extent such Earnout Shares are issued to a Company Holder during the Company Holder Lock-Up Period. Any Earnout Shares issued to a Company Holder after the expiration of the Company Holder Lock-Up Period shall not be subject to this Agreement and shall be freely transferable by such Company Holder, subject to compliance with applicable securities laws, the Registration Rights Agreement, and any other contractual restrictions then in effect.

(d) Nothing in this Agreement shall prevent any Holder from (i) voting any Lock-Up Shares at any meeting of stockholders of the Company (or by written consent in lieu of a meeting), (ii) receiving or collecting any dividends or distributions paid or made with respect to any Lock-Up Shares, or (iii) exercising any other rights of a stockholder of the Company with respect to any Lock-Up Shares, in each case to the extent such actions do not constitute or effect a Transfer of Lock-Up Shares.

Section 2.5 — Legend.

(a) Each certificate (if any) or book-entry position evidencing Lock-Up Shares shall bear or be subject to the following restrictive legend (or a legend substantially similar thereto):

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A LOCK-UP AGREEMENT DATED AS OF APRIL 14, 2025, BY AND AMONG SKYBRIDGE FINTECH HOLDINGS, INC. AND CERTAIN HOLDERS OF ITS COMMON STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED WITHOUT CHARGE FROM THE SECRETARY OF SKYBRIDGE FINTECH HOLDINGS, INC."

(b) The Company shall instruct Continental Registrars, Inc. (or any successor transfer agent of the Company) (the "Transfer Agent") to place appropriate stop-transfer instructions with respect to the Lock-Up Shares on the books and records of the Company and with the Transfer Agent, reflecting the restrictions on Transfer set forth in this Agreement.

(c) Promptly following the expiration of the Applicable Lock-Up Period (or the earlier termination of the lock-up restrictions pursuant to Section 2.2), the Company shall (i) instruct the Transfer Agent to remove the restrictive legend set forth in Section 2.5(a) from the certificates (if any) or book-entry positions evidencing the applicable Lock-Up Shares and (ii) instruct the Transfer Agent to remove or cancel any stop-transfer instructions previously issued with respect to such Lock-Up Shares, in each case within three (3) business days following such expiration or termination.

Section 2.6 — Treatment of Forfeitures.

Any Founder Shares forfeited by the Sponsor pursuant to the terms and conditions of the Sponsor Support Agreement (including the base forfeiture of 500,000 shares and the additional forfeiture of up to 500,000 shares if redemptions exceed 75% of the public shares of PGAC) shall automatically cease to be Lock-Up Shares upon the cancellation of such Founder Shares for no consideration, and the lock-up restrictions set forth in this Agreement shall have no further force or effect with respect to any such forfeited and cancelled Founder Shares. The Company shall promptly update its books and records and instruct the Transfer Agent to reflect any such forfeiture and cancellation.

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Section 3.1 — Representations and Warranties of Each Holder.

Each Holder, severally and not jointly, represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:

(a) Authority. Such Holder has full power and authority (and, if such Holder is a natural person, the legal capacity) to execute and deliver this Agreement and to perform its, his, or her obligations hereunder. If such Holder is an entity, the execution, delivery, and performance of this Agreement by such Holder have been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of such Holder, and no other proceedings on the part of such Holder are necessary to authorize the execution, delivery, or performance of this Agreement.

(b) Binding Effect. This Agreement has been duly executed and delivered by such Holder and constitutes a valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity (whether considered in a proceeding at law or in equity) (collectively, the "Enforceability Exceptions").

(c) No Conflict. The execution, delivery, and performance of this Agreement by such Holder does not and will not (i) if such Holder is an entity, conflict with or violate the organizational documents of such Holder (including any certificate of incorporation, bylaws, certificate of formation, operating agreement, partnership agreement, or similar governing documents), (ii) conflict with or violate any law, statute, rule, regulation, order, judgment, decree, or injunction applicable to such Holder or by which such Holder or any of its, his, or her properties or assets is bound, (iii) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancellation, acceleration, or modification of, or a loss of any right or benefit under, any contract, agreement, note, bond, indenture, mortgage, deed of trust, lease, license, permit, or other instrument or obligation to which such Holder is a party or by which such Holder or any of its, his, or her properties or assets is bound, or (iv) result in the creation or imposition of any lien, pledge, security interest, claim, or encumbrance on any of the Lock-Up Shares held by such Holder.

(d) Ownership. As of the date hereof, such Holder is the record and/or beneficial owner of the Lock-Up Shares set forth opposite such Holder's name on Schedule A attached hereto, free and clear of all liens, pledges, security interests, claims, charges, and encumbrances of any kind, other than those created under or arising pursuant to (i) this Agreement, (ii) the BCA, (iii) the Sponsor Support Agreement, (iv) the Company Stockholder Support Agreement, (v) the Earnout Agreement, (vi) the Registration Rights Agreement, and (vii) applicable federal and state securities laws. Such Holder does not own, beneficially or of record, any shares of capital stock of the Company (or any securities convertible into or exchangeable or exercisable for shares of capital stock of the Company) other than as set forth on Schedule A (other than any Public Warrants or Private Placement Warrants, as applicable, owned by the Sponsor).

Section 3.2 — Representations and Warranties of the Company.

The Company represents and warrants to each Holder as of the date hereof and as of the Closing Date as follows:

(a) Organization and Authority. The Company is a Cayman Islands exempted company duly organized, validly existing, and in good standing under the laws of the Cayman Islands and, upon completion of the Domestication, will be a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 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, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, or performance of this Agreement. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

(b) Valid Issuance. The shares of common stock of the Company to be issued in connection with the Merger and upon the Domestication (including the Founder Shares, the Merger Consideration Shares, and, to the extent applicable, the Earnout Shares) will be, when issued and delivered in accordance with the terms of the BCA and the Earnout Agreement, duly authorized, validly issued, fully paid, and non-assessable, and will not have been issued in violation of any preemptive rights, rights of first refusal, or similar rights of any stockholder of the Company.

ARTICLE IV — REGISTRATION RIGHTS CROSS-REFERENCE

Section 4.1 — Registration Rights Agreement. The Parties acknowledge and agree that reference is made to the Registration Rights Agreement (to be executed at or prior to the Closing) among the Company, the Sponsor, certain former shareholders of Skybridge (including the Company Holders), and the PIPE investors (consisting of Hargrove Institutional Partners, LP; Stonewall Global Equity Fund; Meridian Crossover Fund III, LP; and Canfield Asset Management, LLC) (collectively, the "PIPE Investors"), pursuant to which the Company will grant to such parties certain registration rights with respect to shares of common stock of the Company, including customary shelf registration rights, demand registration rights, and piggyback registration rights, in each case on the terms and subject to the conditions set forth therein.

Section 4.2 — Coordination with Lock-Up. Each Holder acknowledges and agrees that, notwithstanding any rights such Holder may have under the Registration Rights Agreement, (a) the Lock-Up Shares held by such Holder will be eligible for inclusion in any registration statement filed pursuant to the Registration Rights Agreement, but (b) no registration statement shall be filed during the Applicable Lock-Up Period that would permit the sale, disposition, or other Transfer of Lock-Up Shares in violation of the lock-up restrictions set forth in this Agreement, and (c) the Company shall not be required to effect any registration of Lock-Up Shares during the Applicable Lock-Up Period if such registration would facilitate a Transfer that is prohibited by Section 2.1 hereof. The Parties agree to cooperate in good faith to coordinate the timing and terms of any registration of Lock-Up Shares under the Registration Rights Agreement with the lock-up restrictions set forth in this Agreement, including by including customary provisions in the Registration Rights Agreement that are consistent with the foregoing.

ARTICLE V — TERM AND TERMINATION

Section 5.1 — Effective Date.

This Agreement shall become effective upon the Closing. If the Closing does not occur or if the BCA is terminated in accordance with its terms prior to the Closing, this Agreement shall be void and of no force or effect ab initio, and no Party shall have any rights, obligations, or liabilities hereunder.

Section 5.2 — Expiration.

(a) This Agreement shall terminate and be of no further force or effect with respect to each Holder's Lock-Up Shares upon the expiration of the Applicable Lock-Up Period for such Holder, or earlier upon the occurrence of an early release trigger event described in Section 2.2 hereof.

(b) For the avoidance of doubt:

(i) The Sponsor Lock-Up Period shall expire at 11:59 p.m. (Eastern Time) on the date that is twelve (12) months after the Closing Date, and upon such expiration (or earlier termination pursuant to Section 2.2), this Agreement shall terminate with respect to the Sponsor and the Founder Shares;

(ii) The Company Holder Lock-Up Period shall expire at 11:59 p.m. (Eastern Time) on the date that is one hundred eighty (180) calendar days after the Closing Date, and upon such expiration (or earlier termination pursuant to Section 2.2), this Agreement shall terminate with respect to the Company Holders and the Merger Consideration Shares and any Earnout Shares that were subject to the lock-up restrictions hereunder.

(c) Notwithstanding the foregoing, the provisions of Article III (Representations and Warranties), Article VI (Miscellaneous Provisions), and any definitions used therein shall survive the termination or expiration of this Agreement.

Section 5.3 — Termination of the BCA.

If the BCA is terminated prior to the Closing in accordance with Article IX thereof (including, without limitation, if the Closing has not occurred by October 14, 2025 (the "Outside Date"), as such date may be extended to January 14, 2026 in the event of regulatory or U.S. Securities and Exchange Commission-related delays in accordance with the terms of the BCA), this Agreement shall automatically terminate without any further action on the part of any Party, and no Party shall have any rights, obligations, or liabilities hereunder, except that such termination shall not relieve any Party from liability for any willful and material breach of this Agreement prior to such termination.

ARTICLE VI — MISCELLANEOUS PROVISIONS

Section 6.1 — Notices.

All notices, requests, claims, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when sent by email (with confirmation of transmission), provided that a copy is also sent by nationally recognized overnight courier service, (c) on the next business day when sent by nationally recognized overnight courier service (with proof of delivery), or (d) on the third (3rd) business day after the date mailed by certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows (or to such other address as a Party may designate by written notice to the other Parties in accordance with this Section 6.1):

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 Sponsor:

Ridgeway Capital Holdings LLC c/o Pinnacle Growth Acquisition Corp. 590 Madison Avenue, 28th Floor New York, NY 10022

Attention: Jonathan Mercer

Email: jmercer@ridgewaycapital.com

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

Ashland Burke & Thayer LLP 800 Third Avenue, 30th Floor New York, NY 10022

Attention: William Ashford

Email: washford@abtlaw.com

If to any Company Holder:

At the address set forth opposite such Company Holder's name on Schedule A attached hereto.

Section 6.2 — Governing Law.

This Agreement, and all claims, causes of action, or proceedings (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws 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 6.3 — Jurisdiction; Venue; Waiver of Jury Trial.

(a) Exclusive Jurisdiction. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, any federal court sitting in the State of Delaware, or if no federal court sitting in the State of Delaware has jurisdiction, any other state court of the State of Delaware) for the purposes of any action, suit, or proceeding arising out of or relating to this Agreement or any transaction contemplated hereby, and each Party irrevocably and unconditionally waives any objection to the laying of venue of any such action, suit, or proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 6.3(b).

Section 6.4 — Specific Performance.

Each Party acknowledges and agrees that the other Parties would be irreparably harmed by a breach of this Agreement and that monetary damages alone would not be an adequate remedy for such breach. Accordingly, each Party agrees that, in the event of a breach or threatened breach of any provision of this Agreement by any Party, the non-breaching Party or Parties shall be entitled to an injunction, specific performance, and other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement by the other Party or Parties, in addition to any other remedy to which such non-breaching Party or Parties may be entitled at law or in equity. Each Party further agrees that it shall not oppose the granting of such equitable relief on the basis that the Party seeking such relief has an adequate remedy at law, and each Party agrees to waive any requirement for the securing or posting of any bond in connection with such equitable relief. The rights and remedies provided in this Section 6.4 shall be cumulative and shall not be exclusive of any other rights or remedies available to any Party at law, in equity, or otherwise.

Section 6.5 — Entire Agreement.

This Agreement, together with the BCA, the Sponsor Support Agreement, the Company Stockholder Support Agreement, the Registration Rights Agreement, the Earnout Agreement, and all schedules and exhibits attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, warranties, negotiations, correspondence, and communications, both written and oral, among the Parties with respect to the subject matter hereof. No Party shall be liable or bound to any other Party in any manner by any representations, warranties, covenants, or agreements relating to the subject matter hereof except as specifically set forth herein and in the other agreements referenced in this Section 6.5.

Section 6.6 — Amendments and Waivers.

(a) No provision of this Agreement may be amended, supplemented, or otherwise modified except by an instrument in writing signed by (i) the Company, (ii) the Sponsor (with respect to any provision that affects the rights or obligations of the Sponsor), and (iii) Company Holders holding a majority-in-interest (measured by the number of Merger Consideration Shares held as of the date of such amendment) of the Lock-Up Shares held by all Company Holders at such time (with respect to any provision that affects the rights or obligations of the Company Holders). Any amendment, supplement, or modification effected in compliance with this Section 6.6(a) shall be binding on all Holders (including any Permitted Transferees who have executed a joinder agreement).

(b) No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure or delay by any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other or subsequent breach.

Section 6.7 — Severability.

If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, 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 are consummated as originally contemplated to the fullest extent possible.

Section 6.8 — Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, heirs, executors, administrators, and permitted assigns. No Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of each other Party, except (a) as provided in Section 2.3 with respect to Transfers to Permitted Transferees who have executed a joinder agreement substantially in the form attached hereto as Exhibit A, and (b) the Company may assign its rights and obligations under this Agreement to any successor entity in connection with a merger, consolidation, reorganization, or sale of all or substantially all of its assets, provided that such successor entity assumes all of the Company's obligations hereunder. Any purported assignment in violation of this Section 6.8 shall be null and void.

Section 6.9 — Counterparts; Electronic Execution.

This Agreement may be executed in one or more counterparts, each of which, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Signatures delivered by facsimile transmission, by email in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be deemed to have the same effect as physical delivery of the paper document bearing the original signatures. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, 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 Delaware Uniform Electronic Transactions Act, and any other similar state laws based on the Uniform Electronic Transactions Act.

Section 6.10 — No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the Parties and their respective successors, heirs, executors, administrators, and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, except as expressly set forth herein.

Section 6.11 — Further Assurances.

Each Party shall, at the reasonable request of any other Party and at the expense of the requesting Party (unless otherwise agreed), execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to give effect to the transactions contemplated hereby.

Section 6.12 — Construction.

(a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) As used in this Agreement, the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation." (c) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. (d) Any agreement, instrument, statute, rule, regulation, or other document defined or referred to herein means such agreement, instrument, statute, rule, regulation, or other document as from time to time amended, modified, or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes, rules, or regulations) by succession of comparable successor statutes, rules, or regulations. (e) References to a "person" include any individual, corporation, partnership, limited liability company, joint venture, trust, estate, unincorporated organization, association, governmental authority, or other entity of any kind. (f) The Parties 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 and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

SCHEDULE A

Holders, Lock-Up Shares, and Lock-Up Periods

Notice Addresses for Company Holders:

EXHIBIT A

FORM OF JOINDER AGREEMENT

This Joinder Agreement (this "Joinder") is made and entered into as of __, 20, by the undersigned ("Permitted Transferee"), in connection with that certain Lock-Up Agreement, dated as of April 14, 2025 (the "Lock-Up Agreement"), by and among Skybridge Fintech Holdings, Inc., a Delaware corporation (the "Company"), Ridgeway Capital Holdings LLC, a Delaware limited liability company, and the other Holders party thereto. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Lock-Up Agreement.

WHEREAS, the Permitted Transferee is receiving or has received __ Lock-Up Shares from ______ (the "Transferring Holder") pursuant to Section 2.3 of the Lock-Up Agreement; and

WHEREAS, it is a condition precedent to the Transfer of such Lock-Up Shares to the Permitted Transferee that the Permitted Transferee execute and deliver this Joinder to the Company.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Permitted Transferee hereby agrees as follows:

1. Joinder. The Permitted Transferee hereby acknowledges that it has received a copy of the Lock-Up Agreement, and the Permitted Transferee hereby agrees to be bound by, and subject to, all of the terms, conditions, covenants, obligations, and restrictions of the Lock-Up Agreement as if the Permitted Transferee were an original signatory thereto and a "Holder" thereunder, with respect to the Lock-Up Shares received by the Permitted Transferee from the Transferring Holder, for the remainder of the Applicable Lock-Up Period applicable to such Lock-Up Shares.

2. Representations and Warranties. The Permitted Transferee hereby makes each of the representations and warranties set forth in Section 3.1 of the Lock-Up Agreement with respect to itself and the Lock-Up Shares received by it, mutatis mutandis.

3. Notice Address. All notices and other communications to the Permitted Transferee under the Lock-Up Agreement shall be delivered to the following address:

Name: ________

Address: ________

________________________________________

Email: ________

4. Governing Law; Jurisdiction. This Joinder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. The Permitted Transferee hereby submits to the exclusive jurisdiction of the courts specified in Section 6.3 of the Lock-Up Agreement.

5. Counterparts. This Joinder may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be effective as provided in Section 6.9 of the Lock-Up Agreement.

[Remainder of Page Intentionally Left Blank; Signature Follows]

PERMITTED TRANSFEREE:

________________________________________

Name:

Title (if applicable):

Date: ________

ACKNOWLEDGED AND AGREED:

SKYBRIDGE FINTECH HOLDINGS, INC.

By: ________

Name:

Title:

Date: ________

[SIGNATURE PAGES TO LOCK-UP AGREEMENT]

IN WITNESS WHEREOF, the Parties have caused this Lock-Up Agreement to be executed and delivered as of the date first written above.

SKYBRIDGE FINTECH HOLDINGS, INC. (f/k/a Pinnacle Growth Acquisition Corp.)

By: ________

Name: Jonathan Mercer

Title: Chief Executive Officer

Date: April 14, 2025

RIDGEWAY CAPITAL HOLDINGS LLC

By: ________

Name: Jonathan Mercer

Title: Managing Member

Date: April 14, 2025

COMPANY HOLDERS:

________________________________________

Priya Chandrasekaran

Date: April 14, 2025

________________________________________

Marcus Ellingham

Date: April 14, 2025

________________________________________

Teresa Okafor

Date: April 14, 2025

________________________________________

Daniel Hsiao

Date: April 14, 2025

LOCK-UP AGREEMENT
(Execution Version)
Dated as of April 14, 2025
LOCK-UP AGREEMENT
This LOCK-UP AGREEMENT (this "Agreement") is made and entered into as of April 14, 2025, by and among:
(i) Skybridge Fintech Holdings, Inc. (f/k/a Pinnacle Growth Acquisition Corp.), a Cayman Islands exempted company to be domesticated as a corporation organized under the laws of the State of Delaware (the "Company");
(ii) Ridgeway Capital Holdings LLC, a Delaware limited liability company (the "Sponsor");
(iii) Priya Chandrasekaran, an individual (individually, "Chandrasekaran");
(iv) Marcus Ellingham, an individual (individually, "Ellingham");
(v) Teresa Okafor, an individual (individually, "Okafor");
(vi) Daniel Hsiao, an individual (individually, "Hsiao");
(vii) Harborview Partners, a Delaware limited partnership ("Veltrano"); and
(viii) Atlas Horizon Ventures Fund II, LP, a Delaware limited partnership ("Atlas Horizon").
Chandrasekaran, Ellingham, Okafor, Hsiao, Veltrano, and Atlas Horizon are each individually referred to herein as a "Company Holder" and collectively as the "Company Holders" or the "Skybridge Insiders." The Sponsor and the Company Holders are each individually referred to herein as a "Holder" and collectively as the "Holders." The Company and the Holders are sometimes each individually referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company (under its former name, Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company ("PGAC")), Pinnacle Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of PGAC ("Merger Sub"), and Skybridge Fintech Ltd., a company organized under the laws of England and Wales ("Skybridge"), have 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 in accordance with its terms, the "BCA"), providing for, among other things, the forward triangular merger of Merger Sub with and into Skybridge (the "Merger"), with Skybridge surviving the Merger as a wholly owned subsidiary of the domesticated PGAC (to be renamed Skybridge Fintech Holdings, Inc. upon domestication), at an implied enterprise value of Four Hundred Fifty Million Dollars ($450,000,000);
WHEREAS, in connection with the domestication of PGAC from the Cayman Islands to the State of Delaware pursuant to Section 388 of the General Corporation Law of the State of Delaware (the "DGCL") and the Cayman Islands Companies Act (as revised) (the "Domestication"), and the consummation of the Merger (together with the Domestication, the "Closing"): (i) the Sponsor's 7,500,000 Class B ordinary shares of PGAC (less 500,000 shares forfeited pursuant to the Sponsor Support Agreement (as defined below), and subject to an additional forfeiture of 500,000 shares if redemptions exceed 75% of the public shares of PGAC outstanding as of the record date established in connection with the extraordinary general meeting of PGAC's shareholders) will convert on a one-for-one basis into shares of common stock, par value $0.0001 per share, of the Company (the "Founder Shares"), and (ii) the Company Holders will receive shares of common stock, par value $0.0001 per share, of the Company as merger consideration in respect of their equity interests in Skybridge (the "Merger Consideration Shares"), at a deemed value of $10.00 per share, with an aggregate of 45,000,000 shares of common stock of the Company issuable to all Skybridge shareholders in connection with the Merger;
WHEREAS, the execution and delivery of this Agreement by each of the Holders is a material condition to the willingness of the Parties to consummate the transactions contemplated by the BCA, and this Agreement is being entered into simultaneously with the execution and delivery of the BCA;
WHEREAS, reference is made to (i) the Sponsor Support Agreement, dated as of April 14, 2025, by and between the Sponsor and PGAC (the "Sponsor Support Agreement"), and (ii) the Company Stockholder Support Agreement, dated as of April 14, 2025, by and among Veltrano, Atlas Horizon, Chandrasekaran, and Skybridge (the "Company Stockholder Support Agreement"), each of which is being entered into simultaneously with the BCA and this Agreement; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the BCA.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
"Applicable Lock-Up Period" means: (a) with respect to the Founder Shares held by the Sponsor, the Sponsor Lock-Up Period; and (b) with respect to the Merger Consideration Shares (and any Earnout Shares received during the Company Holder Lock-Up Period) held by the Company Holders, the Company Holder Lock-Up Period.
"BCA" means the Business Combination Agreement, dated as of April 14, 2025, by and among PGAC, Merger Sub, and Skybridge, 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 Skybridge Fintech Holdings, Inc., as constituted from time to time following the Closing.
"Closing" has the meaning ascribed to such term in the BCA and refers to the closing of the Domestication and the Merger, which is projected to occur on or about July 21, 2025, subject to the satisfaction or waiver of all conditions to closing set forth in the BCA.
"Closing Date" means the date on which the Closing actually occurs.
"Company" means Skybridge Fintech Holdings, Inc. (the post-Closing combined company), a Delaware corporation, whose shares of common stock are expected to be listed on the Nasdaq Global Market under the ticker symbol "SBFT" following the Closing.
"Company Holder Lock-Up Period" means the period commencing on the Closing Date and ending at 11:59 p.m. (Eastern Time) on the date that is 180 calendar days after the Closing Date, unless earlier terminated pursuant to Section 2.2 hereof.
"Earnout Agreement" means the Earnout Agreement to be executed at or prior to the Closing among the Company and the former shareholders of Skybridge, providing for the issuance of up to 5,000,000 Earnout Shares.
"Earnout Shares" means up to 5,000,000 additional shares of common stock of the Company issuable to the former shareholders of Skybridge pursuant to the Earnout Agreement, consisting of: (a) Tranche 1: 2,500,000 shares issuable if the VWAP of the Company's common stock equals or exceeds $12.50 per share for any 20 trading days within any 30-consecutive-trading-day period within 24 months following the Closing Date; and (b) Tranche 2: 2,500,000 shares issuable if the VWAP of the Company's common stock equals or exceeds $15.00 per share for any 20 trading days within any 30-consecutive-trading-day period within 36 months following the Closing Date. For the avoidance of doubt, Earnout Shares, to the extent issued during the applicable Company Holder Lock-Up Period, shall be subject to the same lock-up restrictions as the Merger Consideration Shares as set forth in this Agreement.
"Founder Shares" means the shares of common stock of the Company received by the Sponsor upon conversion of the Class B ordinary shares of PGAC in connection with the Domestication, which shall be 7,000,000 shares after giving effect to the base forfeiture of 500,000 shares pursuant to the Sponsor Support Agreement (and potentially 6,500,000 shares if the additional forfeiture of 500,000 shares is triggered in the event that redemptions exceed 75% of the public shares of PGAC).
"Lock-Up Shares" means, collectively, the Founder Shares and the Merger Consideration Shares held by the Holders, together with any Earnout Shares received by the Company Holders during the applicable Company Holder Lock-Up Period.
"Merger Consideration Shares" means the shares of common stock of the Company received by the Company Holders as merger consideration in respect of their equity interests in Skybridge pursuant to the terms and conditions of the BCA.
"Permitted Transferee" has the meaning set forth in Section 2.3 hereof.
"Private Placement Warrants" means the 8,000,000 warrants held by the Sponsor, each exercisable for one share of common stock of the Company at an exercise price of $11.50 per share, purchased by the Sponsor in a private placement simultaneously with the closing of PGAC's initial public offering at a price of $1.50 per warrant (representing an aggregate purchase price of $12,000,000). For the avoidance of doubt, the Private Placement Warrants are NOT Lock-Up Shares and are not subject to the lock-up restrictions set forth in this Agreement. The Private Placement Warrants are governed separately by the Warrant Agreement, dated as of March 7, 2023, between PGAC and Continental Registrars, Inc., as warrant agent, and are subject to a separate 30-day post-Closing lock-up period as set forth in the Sponsor Support Agreement.
"Registration Rights Agreement" means the Registration Rights Agreement to be executed at or prior to the Closing among the Company, the Sponsor, certain former shareholders of Skybridge, and the PIPE Investors.
"Sponsor Lock-Up Period" means the period commencing on the Closing Date and ending at 11:59 p.m. (Eastern Time) on the date that is 12 months after the Closing Date, unless earlier terminated pursuant to Section 2.2 hereof.
"Transfer" has the meaning set forth in Section 2.1 hereof.
"VWAP" means the volume-weighted average price of the Company's common stock on the Nasdaq Global Market (or such other national securities exchange on which the Company's common stock is then listed), as reported by Crowne Albany Systems (or, if not available, another authoritative source reasonably selected by the Company).
ARTICLE II — LOCK-UP RESTRICTIONS
Section 2.1 — Lock-Up Covenant.
(a) Each Holder hereby agrees that, during the Applicable Lock-Up Period applicable to such Holder, such Holder shall not, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, warrant, or right to purchase, or otherwise transfer or dispose of, or agree to transfer or dispose of (collectively, "Transfer"), any Lock-Up Shares held by such Holder, (ii) enter into any swap, short sale, hedge, forward contract, or other agreement or arrangement that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Lock-Up Shares held by such Holder (whether any such transaction described in this clause (ii) is to be settled by delivery of the Company's common stock, other securities, in cash, or otherwise), (iii) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Shares (except as expressly provided in the Registration Rights Agreement and subject to the limitations set forth in Article IV hereof), (iv) grant any proxies or powers of attorney with respect to any Lock-Up Shares (other than proxies or powers of attorney granted in connection with any meeting of stockholders of the Company at which the applicable Lock-Up Shares are entitled to be voted, provided such proxy or power of attorney does not effect a Transfer of the economic interest in or beneficial ownership of such Lock-Up Shares), or (v) publicly disclose the intention to do any of the foregoing.
(b) The lock-up restrictions set forth in Section 2.1(a) shall apply as follows:
(i) Sponsor Lock-Up Period. With respect to the Founder Shares held by the Sponsor, the lock-up restrictions set forth in Section 2.1(a) shall apply for a period of twelve (12) months following the Closing Date (the "Sponsor Lock-Up Period"). For the avoidance of doubt, the Sponsor Lock-Up Period shall commence on the Closing Date and shall expire at 11:59 p.m. (Eastern Time) on the first anniversary of the Closing Date, subject to earlier termination pursuant to Section 2.2.
(ii) Company Holder Lock-Up Period. With respect to the Merger Consideration Shares held by the Company Holders, and any Earnout Shares received by the Company Holders during the Company Holder Lock-Up Period, the lock-up restrictions set forth in Section 2.1(a) shall apply for a period of one hundred eighty (180) calendar days following the Closing Date (the "Company Holder Lock-Up Period"). For the avoidance of doubt, the Company Holder Lock-Up Period shall commence on the Closing Date and shall expire at 11:59 p.m. (Eastern Time) on the one hundred eightieth (180th) calendar day following the Closing Date, subject to earlier termination pursuant to Section 2.2.
(c) Any purported Transfer of Lock-Up Shares in violation of this Agreement shall be null and void ab initio and shall not be given effect by the Company or its transfer agent for any purpose, and no party to such purported Transfer shall be deemed to have acquired any right, title, or interest therein.
Section 2.2 — Early Release Triggers.
Notwithstanding the provisions of Section 2.1, the lock-up restrictions set forth in Section 2.1(a) shall terminate early with respect to all Lock-Up Shares held by all Holders upon the earliest to occur of the following:
(a) Share Price Trigger. The date on which the closing price of the Company's common stock on the Nasdaq Global Market (or such other national securities exchange on which the Company's common stock is then listed) equals or exceeds $12.00 per share (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares, or other similar events affecting the Company's common stock after the date hereof) for any twenty (20) trading days within any thirty (30)-consecutive-trading-day period commencing at least one hundred fifty (150) days after the Closing Date. For purposes of this Section 2.2(a), "trading day" means any day on which the Nasdaq Global Market (or such other national securities exchange on which the Company's common stock is then listed) is open for trading.
(b) Change of Control. The date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Closing Date that results in all of the Company's stockholders having the right to exchange their shares of common stock of the Company for cash, securities, or other property (a "Change of Control Transaction"), regardless of whether such Change of Control Transaction is effected through a direct merger, a triangular merger, a tender or exchange offer, a sale of all or substantially all of the Company's assets followed by a dissolution and liquidation, or any other form of business combination or similar transaction.
(c) Subsequent Transaction. The date on which the Company completes a subsequent transaction involving a Change of Control Transaction in which the per-share consideration (whether in the form of cash, securities, or a combination thereof) payable or distributable to holders of the Company's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares, or other similar events affecting the Company's common stock after the date hereof).
Upon the occurrence of any of the events described in clauses (a), (b), or (c) above, the lock-up restrictions set forth in Section 2.1(a) shall terminate immediately and automatically without any further action on the part of any Party, and the Company shall promptly instruct its transfer agent to remove any legends or stop-transfer instructions with respect to the Lock-Up Shares in accordance with Section 2.5.
Section 2.3 — Permitted Transfers.
Notwithstanding the provisions of Section 2.1, Lock-Up Shares may be Transferred during the Applicable Lock-Up Period to the following persons or entities (each, a "Permitted Transferee"), provided that, as a condition precedent to any such Transfer, each such Permitted Transferee shall have executed and delivered to the Company a joinder agreement substantially in the form attached hereto as Exhibit A, agreeing to be bound by all of the terms and conditions of this Agreement (including the lock-up restrictions set forth in Section 2.1) for the remainder of the Applicable Lock-Up Period, and provided further that no such Transfer shall reduce the obligations of the transferring Holder under this Agreement:
(a) Transfers by the Sponsor. In the case of the Sponsor, Lock-Up Shares may be Transferred to: (i) any member or partner of the Sponsor; (ii) any affiliate of the Sponsor (as such term is defined under Rule 405 of the Securities Act of 1933, as amended (the "Securities Act")); (iii) Jonathan Mercer (the managing member of the Sponsor) or members of Mr. Mercer's immediate family (which, for purposes of this Agreement, shall include such person's spouse, domestic partner, parents, children, siblings, grandparents, grandchildren, nieces, nephews, and any spouse of the foregoing); or (iv) a trust for the direct or indirect benefit of Jonathan Mercer or any member of his immediate family, the trustees of which are Jonathan Mercer, a member of his immediate family, or a professional fiduciary.
(b) Transfers by Individual Company Holders. In the case of any Company Holder that is a natural person, Lock-Up Shares may be Transferred to: (i) members of such Company Holder's immediate family (as defined in clause (a)(iii) above); (ii) a trust for the direct or indirect benefit of such Company Holder or any member of such Company Holder's immediate family, the trustees of which are such Company Holder, a member of such Company Holder's immediate family, or a professional fiduciary; (iii) a personal investment vehicle, family office, or other entity directly or indirectly controlled by such Company Holder; or (iv) by operation of law, including upon the death, disability, or divorce of such Company Holder, provided that the successor, heir, estate, or transferee (as applicable) shall be bound by all of the terms and conditions of this Agreement for the remainder of the Applicable Lock-Up Period.
(c) Transfers by Institutional Company Holders. In the case of Harborview Partners or Atlas Horizon Ventures Fund II, LP, Lock-Up Shares may be Transferred to: (i) any general partner, limited partner, or member of such entity; (ii) any affiliate of such entity (as such term is defined under Rule 405 of the Securities Act); or (iii) by way of distributions in-kind to the limited partners of such entity in accordance with the organizational documents thereof, provided that each distributee shall have executed and delivered to the Company a joinder agreement substantially in the form attached hereto as Exhibit A.
(d) Court Orders and Regulatory Requirements. In all cases, Lock-Up Shares may be Transferred pursuant to a final, non-appealable order of a court of competent jurisdiction or as required by applicable law or regulatory authority, provided that (i) the transferring Holder shall provide prompt written notice to the Company of such court order or regulatory requirement (and in any event no later than two (2) business days prior to any such Transfer, if practicable), and (ii) the transferee shall be bound by all of the terms and conditions of this Agreement for the remainder of the Applicable Lock-Up Period.
(e) Exercise of Options, Warrants, or Settlement of RSUs. Transfers in connection with the exercise of options or warrants or the settlement of restricted stock units issued pursuant to any equity incentive plan of the Company approved by the Board, provided that the underlying shares of common stock received upon such exercise or settlement shall remain subject to the lock-up restrictions set forth in Section 2.1 for the remainder of the Applicable Lock-Up Period.
Section 2.4 — Scope Clarifications.
For the avoidance of doubt:
(a) This Agreement does not restrict the Transfer of (i) any Public Warrants or Private Placement Warrants (the Private Placement Warrants being subject to a separate 30-day post-Closing lock-up period as set forth in the Sponsor Support Agreement, and the Public Warrants being freely transferable by their holders), or (ii) any shares of common stock of the Company acquired by any Holder in open-market transactions after the Closing Date.
(b) The Sponsor's 8,000,000 Private Placement Warrants (each exercisable for one share of common stock of the Company at an exercise price of $11.50 per share, purchased at an aggregate cost of $12,000,000 at a price of $1.50 per warrant) are expressly excluded from the definition of "Lock-Up Shares" and are not subject to the lock-up restrictions set forth in this Agreement. The terms and conditions governing the Private Placement Warrants, including any applicable transfer restrictions, are set forth in the Warrant Agreement and the Sponsor Support Agreement.
(c) Earnout Shares are subject to the lock-up restrictions set forth in this Agreement only to the extent such Earnout Shares are issued to a Company Holder during the Company Holder Lock-Up Period. Any Earnout Shares issued to a Company Holder after the expiration of the Company Holder Lock-Up Period shall not be subject to this Agreement and shall be freely transferable by such Company Holder, subject to compliance with applicable securities laws, the Registration Rights Agreement, and any other contractual restrictions then in effect.
(d) Nothing in this Agreement shall prevent any Holder from (i) voting any Lock-Up Shares at any meeting of stockholders of the Company (or by written consent in lieu of a meeting), (ii) receiving or collecting any dividends or distributions paid or made with respect to any Lock-Up Shares, or (iii) exercising any other rights of a stockholder of the Company with respect to any Lock-Up Shares, in each case to the extent such actions do not constitute or effect a Transfer of Lock-Up Shares.
Section 2.5 — Legend.
(a) Each certificate (if any) or book-entry position evidencing Lock-Up Shares shall bear or be subject to the following restrictive legend (or a legend substantially similar thereto):
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A LOCK-UP AGREEMENT DATED AS OF APRIL 14, 2025, BY AND AMONG SKYBRIDGE FINTECH HOLDINGS, INC. AND CERTAIN HOLDERS OF ITS COMMON STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED WITHOUT CHARGE FROM THE SECRETARY OF SKYBRIDGE FINTECH HOLDINGS, INC."
(b) The Company shall instruct Continental Registrars, Inc. (or any successor transfer agent of the Company) (the "Transfer Agent") to place appropriate stop-transfer instructions with respect to the Lock-Up Shares on the books and records of the Company and with the Transfer Agent, reflecting the restrictions on Transfer set forth in this Agreement.
(c) Promptly following the expiration of the Applicable Lock-Up Period (or the earlier termination of the lock-up restrictions pursuant to Section 2.2), the Company shall (i) instruct the Transfer Agent to remove the restrictive legend set forth in Section 2.5(a) from the certificates (if any) or book-entry positions evidencing the applicable Lock-Up Shares and (ii) instruct the Transfer Agent to remove or cancel any stop-transfer instructions previously issued with respect to such Lock-Up Shares, in each case within three (3) business days following such expiration or termination.
Section 2.6 — Treatment of Forfeitures.
Any Founder Shares forfeited by the Sponsor pursuant to the terms and conditions of the Sponsor Support Agreement (including the base forfeiture of 500,000 shares and the additional forfeiture of up to 500,000 shares if redemptions exceed 75% of the public shares of PGAC) shall automatically cease to be Lock-Up Shares upon the cancellation of such Founder Shares for no consideration, and the lock-up restrictions set forth in this Agreement shall have no further force or effect with respect to any such forfeited and cancelled Founder Shares. The Company shall promptly update its books and records and instruct the Transfer Agent to reflect any such forfeiture and cancellation.
ARTICLE III — REPRESENTATIONS AND WARRANTIES
Section 3.1 — Representations and Warranties of Each Holder.
Each Holder, severally and not jointly, represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:
(a) Authority. Such Holder has full power and authority (and, if such Holder is a natural person, the legal capacity) to execute and deliver this Agreement and to perform its, his, or her obligations hereunder. If such Holder is an entity, the execution, delivery, and performance of this Agreement by such Holder have been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of such Holder, and no other proceedings on the part of such Holder are necessary to authorize the execution, delivery, or performance of this Agreement.
(b) Binding Effect. This Agreement has been duly executed and delivered by such Holder and constitutes a valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity (whether considered in a proceeding at law or in equity) (collectively, the "Enforceability Exceptions").
(c) No Conflict. The execution, delivery, and performance of this Agreement by such Holder does not and will not (i) if such Holder is an entity, conflict with or violate the organizational documents of such Holder (including any certificate of incorporation, bylaws, certificate of formation, operating agreement, partnership agreement, or similar governing documents), (ii) conflict with or violate any law, statute, rule, regulation, order, judgment, decree, or injunction applicable to such Holder or by which such Holder or any of its, his, or her properties or assets is bound, (iii) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancellation, acceleration, or modification of, or a loss of any right or benefit under, any contract, agreement, note, bond, indenture, mortgage, deed of trust, lease, license, permit, or other instrument or obligation to which such Holder is a party or by which such Holder or any of its, his, or her properties or assets is bound, or (iv) result in the creation or imposition of any lien, pledge, security interest, claim, or encumbrance on any of the Lock-Up Shares held by such Holder.
(d) Ownership. As of the date hereof, such Holder is the record and/or beneficial owner of the Lock-Up Shares set forth opposite such Holder's name on Schedule A attached hereto, free and clear of all liens, pledges, security interests, claims, charges, and encumbrances of any kind, other than those created under or arising pursuant to (i) this Agreement, (ii) the BCA, (iii) the Sponsor Support Agreement, (iv) the Company Stockholder Support Agreement, (v) the Earnout Agreement, (vi) the Registration Rights Agreement, and (vii) applicable federal and state securities laws. Such Holder does not own, beneficially or of record, any shares of capital stock of the Company (or any securities convertible into or exchangeable or exercisable for shares of capital stock of the Company) other than as set forth on Schedule A (other than any Public Warrants or Private Placement Warrants, as applicable, owned by the Sponsor).
Section 3.2 — Representations and Warranties of the Company.
The Company represents and warrants to each Holder as of the date hereof and as of the Closing Date as follows:
(a) Organization and Authority. The Company is a Cayman Islands exempted company duly organized, validly existing, and in good standing under the laws of the Cayman Islands and, upon completion of the Domestication, will be a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 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, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, or performance of this Agreement. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
(b) Valid Issuance. The shares of common stock of the Company to be issued in connection with the Merger and upon the Domestication (including the Founder Shares, the Merger Consideration Shares, and, to the extent applicable, the Earnout Shares) will be, when issued and delivered in accordance with the terms of the BCA and the Earnout Agreement, duly authorized, validly issued, fully paid, and non-assessable, and will not have been issued in violation of any preemptive rights, rights of first refusal, or similar rights of any stockholder of the Company.
ARTICLE IV — REGISTRATION RIGHTS CROSS-REFERENCE
Section 4.1 — Registration Rights Agreement. The Parties acknowledge and agree that reference is made to the Registration Rights Agreement (to be executed at or prior to the Closing) among the Company, the Sponsor, certain former shareholders of Skybridge (including the Company Holders), and the PIPE investors (consisting of Hargrove Institutional Partners, LP; Stonewall Global Equity Fund; Meridian Crossover Fund III, LP; and Canfield Asset Management, LLC) (collectively, the "PIPE Investors"), pursuant to which the Company will grant to such parties certain registration rights with respect to shares of common stock of the Company, including customary shelf registration rights, demand registration rights, and piggyback registration rights, in each case on the terms and subject to the conditions set forth therein.
Section 4.2 — Coordination with Lock-Up. Each Holder acknowledges and agrees that, notwithstanding any rights such Holder may have under the Registration Rights Agreement, (a) the Lock-Up Shares held by such Holder will be eligible for inclusion in any registration statement filed pursuant to the Registration Rights Agreement, but (b) no registration statement shall be filed during the Applicable Lock-Up Period that would permit the sale, disposition, or other Transfer of Lock-Up Shares in violation of the lock-up restrictions set forth in this Agreement, and (c) the Company shall not be required to effect any registration of Lock-Up Shares during the Applicable Lock-Up Period if such registration would facilitate a Transfer that is prohibited by Section 2.1 hereof. The Parties agree to cooperate in good faith to coordinate the timing and terms of any registration of Lock-Up Shares under the Registration Rights Agreement with the lock-up restrictions set forth in this Agreement, including by including customary provisions in the Registration Rights Agreement that are consistent with the foregoing.
ARTICLE V — TERM AND TERMINATION
Section 5.1 — Effective Date.
This Agreement shall become effective upon the Closing. If the Closing does not occur or if the BCA is terminated in accordance with its terms prior to the Closing, this Agreement shall be void and of no force or effect ab initio, and no Party shall have any rights, obligations, or liabilities hereunder.
Section 5.2 — Expiration.
(a) This Agreement shall terminate and be of no further force or effect with respect to each Holder's Lock-Up Shares upon the expiration of the Applicable Lock-Up Period for such Holder, or earlier upon the occurrence of an early release trigger event described in Section 2.2 hereof.
(b) For the avoidance of doubt:
(i) The Sponsor Lock-Up Period shall expire at 11:59 p.m. (Eastern Time) on the date that is twelve (12) months after the Closing Date, and upon such expiration (or earlier termination pursuant to Section 2.2), this Agreement shall terminate with respect to the Sponsor and the Founder Shares;
(ii) The Company Holder Lock-Up Period shall expire at 11:59 p.m. (Eastern Time) on the date that is one hundred eighty (180) calendar days after the Closing Date, and upon such expiration (or earlier termination pursuant to Section 2.2), this Agreement shall terminate with respect to the Company Holders and the Merger Consideration Shares and any Earnout Shares that were subject to the lock-up restrictions hereunder.
(c) Notwithstanding the foregoing, the provisions of Article III (Representations and Warranties), Article VI (Miscellaneous Provisions), and any definitions used therein shall survive the termination or expiration of this Agreement.
Section 5.3 — Termination of the BCA.
If the BCA is terminated prior to the Closing in accordance with Article IX thereof (including, without limitation, if the Closing has not occurred by October 14, 2025 (the "Outside Date"), as such date may be extended to January 14, 2026 in the event of regulatory or U.S. Securities and Exchange Commission-related delays in accordance with the terms of the BCA), this Agreement shall automatically terminate without any further action on the part of any Party, and no Party shall have any rights, obligations, or liabilities hereunder, except that such termination shall not relieve any Party from liability for any willful and material breach of this Agreement prior to such termination.
ARTICLE VI — MISCELLANEOUS PROVISIONS
Section 6.1 — Notices.
All notices, requests, claims, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when sent by email (with confirmation of transmission), provided that a copy is also sent by nationally recognized overnight courier service, (c) on the next business day when sent by nationally recognized overnight courier service (with proof of delivery), or (d) on the third (3rd) business day after the date mailed by certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows (or to such other address as a Party may designate by written notice to the other Parties in accordance with this Section 6.1):
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 Sponsor:
Ridgeway Capital Holdings LLC c/o Pinnacle Growth Acquisition Corp. 590 Madison Avenue, 28th Floor New York, NY 10022
Attention: Jonathan Mercer
Email: jmercer@ridgewaycapital.com
with a copy (which shall not constitute notice) to:
Ashland Burke & Thayer LLP 800 Third Avenue, 30th Floor New York, NY 10022
Attention: William Ashford
Email: washford@abtlaw.com
If to any Company Holder:
At the address set forth opposite such Company Holder's name on Schedule A attached hereto.
Section 6.2 — Governing Law.
This Agreement, and all claims, causes of action, or proceedings (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws 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 6.3 — Jurisdiction; Venue; Waiver of Jury Trial.
(a) Exclusive Jurisdiction. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, any federal court sitting in the State of Delaware, or if no federal court sitting in the State of Delaware has jurisdiction, any other state court of the State of Delaware) for the purposes of any action, suit, or proceeding arising out of or relating to this Agreement or any transaction contemplated hereby, and each Party irrevocably and unconditionally waives any objection to the laying of venue of any such action, suit, or proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
(b) Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 6.3(b).
Section 6.4 — Specific Performance.
Each Party acknowledges and agrees that the other Parties would be irreparably harmed by a breach of this Agreement and that monetary damages alone would not be an adequate remedy for such breach. Accordingly, each Party agrees that, in the event of a breach or threatened breach of any provision of this Agreement by any Party, the non-breaching Party or Parties shall be entitled to an injunction, specific performance, and other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement by the other Party or Parties, in addition to any other remedy to which such non-breaching Party or Parties may be entitled at law or in equity. Each Party further agrees that it shall not oppose the granting of such equitable relief on the basis that the Party seeking such relief has an adequate remedy at law, and each Party agrees to waive any requirement for the securing or posting of any bond in connection with such equitable relief. The rights and remedies provided in this Section 6.4 shall be cumulative and shall not be exclusive of any other rights or remedies available to any Party at law, in equity, or otherwise.
Section 6.5 — Entire Agreement.
This Agreement, together with the BCA, the Sponsor Support Agreement, the Company Stockholder Support Agreement, the Registration Rights Agreement, the Earnout Agreement, and all schedules and exhibits attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, warranties, negotiations, correspondence, and communications, both written and oral, among the Parties with respect to the subject matter hereof. No Party shall be liable or bound to any other Party in any manner by any representations, warranties, covenants, or agreements relating to the subject matter hereof except as specifically set forth herein and in the other agreements referenced in this Section 6.5.
Section 6.6 — Amendments and Waivers.
(a) No provision of this Agreement may be amended, supplemented, or otherwise modified except by an instrument in writing signed by (i) the Company, (ii) the Sponsor (with respect to any provision that affects the rights or obligations of the Sponsor), and (iii) Company Holders holding a majority-in-interest (measured by the number of Merger Consideration Shares held as of the date of such amendment) of the Lock-Up Shares held by all Company Holders at such time (with respect to any provision that affects the rights or obligations of the Company Holders). Any amendment, supplement, or modification effected in compliance with this Section 6.6(a) shall be binding on all Holders (including any Permitted Transferees who have executed a joinder agreement).
(b) No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure or delay by any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other or subsequent breach.
Section 6.7 — Severability.
If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, 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 are consummated as originally contemplated to the fullest extent possible.
Section 6.8 — Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, heirs, executors, administrators, and permitted assigns. No Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of each other Party, except (a) as provided in Section 2.3 with respect to Transfers to Permitted Transferees who have executed a joinder agreement substantially in the form attached hereto as Exhibit A, and (b) the Company may assign its rights and obligations under this Agreement to any successor entity in connection with a merger, consolidation, reorganization, or sale of all or substantially all of its assets, provided that such successor entity assumes all of the Company's obligations hereunder. Any purported assignment in violation of this Section 6.8 shall be null and void.
Section 6.9 — Counterparts; Electronic Execution.
This Agreement may be executed in one or more counterparts, each of which, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Signatures delivered by facsimile transmission, by email in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be deemed to have the same effect as physical delivery of the paper document bearing the original signatures. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, 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 Delaware Uniform Electronic Transactions Act, and any other similar state laws based on the Uniform Electronic Transactions Act.
Section 6.10 — No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the Parties and their respective successors, heirs, executors, administrators, and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, except as expressly set forth herein.
Section 6.11 — Further Assurances.
Each Party shall, at the reasonable request of any other Party and at the expense of the requesting Party (unless otherwise agreed), execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to give effect to the transactions contemplated hereby.
Section 6.12 — Construction.
(a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) As used in this Agreement, the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation." (c) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. (d) Any agreement, instrument, statute, rule, regulation, or other document defined or referred to herein means such agreement, instrument, statute, rule, regulation, or other document as from time to time amended, modified, or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes, rules, or regulations) by succession of comparable successor statutes, rules, or regulations. (e) References to a "person" include any individual, corporation, partnership, limited liability company, joint venture, trust, estate, unincorporated organization, association, governmental authority, or other entity of any kind. (f) The Parties 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 and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
SCHEDULE A
Holders, Lock-Up Shares, and Lock-Up Periods
Notice Addresses for Company Holders:
EXHIBIT A
FORM OF JOINDER AGREEMENT
This Joinder Agreement (this "Joinder") is made and entered into as of __, 20, by the undersigned ("Permitted Transferee"), in connection with that certain Lock-Up Agreement, dated as of April 14, 2025 (the "Lock-Up Agreement"), by and among Skybridge Fintech Holdings, Inc., a Delaware corporation (the "Company"), Ridgeway Capital Holdings LLC, a Delaware limited liability company, and the other Holders party thereto. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Lock-Up Agreement.
WHEREAS, the Permitted Transferee is receiving or has received __ Lock-Up Shares from ______ (the "Transferring Holder") pursuant to Section 2.3 of the Lock-Up Agreement; and
WHEREAS, it is a condition precedent to the Transfer of such Lock-Up Shares to the Permitted Transferee that the Permitted Transferee execute and deliver this Joinder to the Company.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Permitted Transferee hereby agrees as follows:
1.  Joinder. The Permitted Transferee hereby acknowledges that it has received a copy of the Lock-Up Agreement, and the Permitted Transferee hereby agrees to be bound by, and subject to, all of the terms, conditions, covenants, obligations, and restrictions of the Lock-Up Agreement as if the Permitted Transferee were an original signatory thereto and a "Holder" thereunder, with respect to the Lock-Up Shares received by the Permitted Transferee from the Transferring Holder, for the remainder of the Applicable Lock-Up Period applicable to such Lock-Up Shares.
2.  Representations and Warranties. The Permitted Transferee hereby makes each of the representations and warranties set forth in Section 3.1 of the Lock-Up Agreement with respect to itself and the Lock-Up Shares received by it, mutatis mutandis.
3.  Notice Address. All notices and other communications to the Permitted Transferee under the Lock-Up Agreement shall be delivered to the following address:
Name: ________
Address: ________
________________________________________
Email: ________
4.  Governing Law; Jurisdiction. This Joinder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. The Permitted Transferee hereby submits to the exclusive jurisdiction of the courts specified in Section 6.3 of the Lock-Up Agreement.
5.  Counterparts. This Joinder may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be effective as provided in Section 6.9 of the Lock-Up Agreement.
[Remainder of Page Intentionally Left Blank; Signature Follows]
PERMITTED TRANSFEREE:
________________________________________
Name:
Title (if applicable):
Date: ________
ACKNOWLEDGED AND AGREED:
SKYBRIDGE FINTECH HOLDINGS, INC.
By: ________
Name:
Title:
Date: ________
[SIGNATURE PAGES TO LOCK-UP AGREEMENT]
IN WITNESS WHEREOF, the Parties have caused this Lock-Up Agreement to be executed and delivered as of the date first written above.
SKYBRIDGE FINTECH HOLDINGS, INC. (f/k/a Pinnacle Growth Acquisition Corp.)
By: ________
Name: Jonathan Mercer
Title: Chief Executive Officer
Date: April 14, 2025
RIDGEWAY CAPITAL HOLDINGS LLC
By: ________
Name: Jonathan Mercer
Title: Managing Member
Date: April 14, 2025
COMPANY HOLDERS:
________________________________________
Priya Chandrasekaran
Date: April 14, 2025
________________________________________
Marcus Ellingham
Date: April 14, 2025
________________________________________
Teresa Okafor
Date: April 14, 2025
________________________________________
Daniel Hsiao
Date: April 14, 2025
Harborview Partners
By: Veltrano Capital GP LLC, its General Partner
By: ________
Name: Alexandra Whitfield
Title: Authorized Signatory
Date: April 14, 2025
ATLAS HORIZON VENTURES FUND II, LP
By: Atlas Horizon Ventures GP II LLC, its General Partner
By: ________
Name: Richard Yamamoto
Title: Authorized Signatory
Date: April 14, 2025
Holder | Type | Lock-Up Shares (Description) | Applicable Lock-Up Period
Ridgeway Capital Holdings LLC | Sponsor | 7,000,000 Founder Shares (Class B ordinary shares of PGAC converting to common stock of the Company upon Domestication, after forfeiture of 500,000 shares per the Sponsor Support Agreement; subject to further reduction to 6,500,000 shares if redemptions exceed 75% of public shares) | 12 months post-Closing
Priya Chandrasekaran | Company Holder / Founder & CEO of Skybridge | Merger Consideration Shares received in respect of equity interest in Skybridge (portion of 45,000,000 total Skybridge merger shares; personal holding is part of approximately 31.4% founder/management pool); plus any Earnout Shares received during the Company Holder Lock-Up Period | 180 days post-Closing
Marcus Ellingham | Company Holder / CFO of Skybridge | Merger Consideration Shares received in respect of equity interest in Skybridge; plus any Earnout Shares received during the Company Holder Lock-Up Period | 180 days post-Closing
Teresa Okafor | Company Holder / General Counsel of Skybridge | Merger Consideration Shares received in respect of equity interest in Skybridge; plus any Earnout Shares received during the Company Holder Lock-Up Period | 180 days post-Closing
Daniel Hsiao | Company Holder / CTO of Skybridge | Merger Consideration Shares received in respect of equity interest in Skybridge; plus any Earnout Shares received during the Company Holder Lock-Up Period | 180 days post-Closing
Harborview Partners | Company Holder / Series B Lead Investor (approximately 38.2% of Skybridge on a fully diluted pre-transaction basis) | Merger Consideration Shares received in respect of equity interest in Skybridge; plus any Earnout Shares received during the Company Holder Lock-Up Period | 180 days post-Closing
Atlas Horizon Ventures Fund II, LP | Company Holder / Series A Lead Investor (approximately 22.7% of Skybridge on a fully diluted pre-transaction basis) | Merger Consideration Shares received in respect of equity interest in Skybridge; plus any Earnout Shares received during the Company Holder Lock-Up Period | 180 days post-Closing
Company Holder | Notice Address
Priya Chandrasekaran | c/o Skybridge Fintech Ltd., 1200 Market Street, Suite 1400, Wilmington, DE 19801; Email: pchandrasekaran@skybridgefintech.com
Marcus Ellingham | c/o Skybridge Fintech Ltd., 1200 Market Street, Suite 1400, Wilmington, DE 19801; Email: mellingham@skybridgefintech.com
Teresa Okafor | c/o Skybridge Fintech Ltd., 1200 Market Street, Suite 1400, Wilmington, DE 19801; Email: tokafor@skybridgefintech.com
Daniel Hsiao | c/o Skybridge Fintech Ltd., 450 Folsom Street, 7th Floor, San Francisco, CA 94105; Email: dhsiao@skybridgefintech.com
Harborview Partners | Address on file with Skybridge Fintech Ltd.; Attention: General Counsel
Atlas Horizon Ventures Fund II, LP | Address on file with Skybridge Fintech Ltd.; Attention: General Counsel

LOCK-UP AGREEMENT

LOCK-UP AGREEMENT

RECITALS

SCHEDULE A

EXHIBIT A

FORM OF JOINDER AGREEMENT

PERMITTED TRANSFEREE:

ACKNOWLEDGED AND AGREED:

SKYBRIDGE FINTECH HOLDINGS, INC.

RIDGEWAY CAPITAL HOLDINGS LLC

COMPANY HOLDERS:

Record

Parties

Dates

Amounts