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FORM OF SUBSCRIPTION AGREEMENT

PINNACLE GROWTH ACQUISITION CORP.

In connection with the Business Combination Agreement dated April 14, 2025, among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd.

Confidential — Not for Distribution

This document and the information contained herein are confidential and are being provided solely for the use of the intended recipients. This document may not be reproduced, redistributed, or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose without the prior written consent of Pinnacle Growth Acquisition Corp. Any unauthorized use, disclosure, or distribution of this document is strictly prohibited.

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SCHEDULE A — INVESTOR COMMITMENTS

The following schedule sets forth the investors (each, an "Investor" and collectively, the "Investors") that have committed to purchase Class A ordinary shares (or, following the Domestication, shares of common stock) of Pinnacle Growth Acquisition Corp. in connection with the PIPE Investment described herein, together with the respective Subscription Amount, number of Subscribed Shares, and Per Share Purchase Price applicable to each such Investor.

Each Investor listed above has executed a separate Subscription Agreement in the form attached hereto (the "Form of Subscription Agreement"). The terms of each Subscription Agreement are identical in all material respects except as to (i) the identity of the Investor, (ii) the Subscription Amount, and (iii) the number of Subscribed Shares. Each such Subscription Agreement was executed and delivered concurrently with the execution and delivery of the Business Combination Agreement dated April 14, 2025, among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd. Individual signature pages for each executed Subscription Agreement are bound separately and maintained by counsel to the Issuer.

SUBSCRIPTION AGREEMENT

April 14, 2025

This SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is entered into as of April 14, 2025, by and between Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company (the "Issuer" or "PGAC"), having its principal offices at 590 Madison Avenue, 28th Floor, New York, NY 10022, and the investor identified on the signature page hereto (the "Investor").

RECITALS

WHEREAS, the Issuer is a blank-check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities (a "Business Combination");

WHEREAS, the Issuer completed its initial public offering on October 17, 2023, pursuant to which the Issuer sold 30,000,000 Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), at a price of $10.00 per share, raising gross proceeds of $300,000,000 (the "IPO"), the proceeds of which (net of underwriting discounts and commissions) are held in a trust account (the "Trust Account") at Glenridge National Bank, N.A. pursuant to that certain Investment Management Trust Agreement, dated as of October 12, 2023, between the Issuer and Glenridge National Bank, N.A. (the "Trust Agreement");

WHEREAS, the Issuer has entered into that certain Business Combination Agreement, dated as of April 14, 2025 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Business Combination Agreement"), by and among the Issuer, Pinnacle Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Issuer ("Merger Sub"), and Skybridge Fintech Ltd., a Delaware corporation (the "Company" or "Skybridge"), pursuant to which, among other things: (i) the Issuer will deregister as a Cayman Islands exempted company and domesticate as a corporation incorporated under the laws of the State of Delaware pursuant to Section 388 of the Delaware General Corporation Law and Part XII of the Cayman Islands Companies Act (as revised) (the "Domestication"), at which time the Issuer will be renamed "Skybridge Fintech Holdings, Inc." ("New Skybridge"), and each issued and outstanding Class A Ordinary Share and Class B ordinary share, par value $0.0001 per share ("Class B Ordinary Shares"), of the Issuer will automatically convert into one share of common stock, par value $0.0001 per share, of New Skybridge ("Common Stock"), and each outstanding warrant of the Issuer will automatically convert into a warrant exercisable for one share of Common Stock on substantially the same terms; and (ii) following the Domestication, Merger Sub will merge with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of New Skybridge (the "Merger" and, together with the Domestication and the other transactions contemplated by the Business Combination Agreement, the "Business Combination");

WHEREAS, the implied enterprise value of the Business Combination is approximately $450,000,000;

WHEREAS, in connection with the Business Combination, the Issuer is seeking commitments from certain qualified investors (collectively, the "PIPE Investors") to purchase, substantially concurrently with the consummation of the Business Combination, Class A Ordinary Shares (or, following the Domestication, shares of Common Stock) of the Issuer at a purchase price of $10.00 per share (the "PIPE Investment"), on the terms and subject to the conditions set forth in subscription agreements in substantially the form hereof;

WHEREAS, Pemberton Zanthor & Co. ("Pemberton Zanthor") is acting as exclusive placement agent in connection with the PIPE Investment pursuant to that certain Placement Agency Agreement, dated as of March 28, 2025, between the Issuer and Pemberton Zanthor; and

WHEREAS, the Investor desires to subscribe for and purchase the number of shares of the Issuer set forth on the signature page hereto, on the terms and subject to the conditions set forth in this Subscription Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals (which are hereby incorporated into and made a part of this Subscription Agreement), the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and the Investor hereby agree as follows:

SECTION 1 — SUBSCRIPTION

1.1 Subscription. Subject to the terms and conditions of this Subscription Agreement, the Investor hereby irrevocably subscribes for and agrees to purchase from the Issuer, and the Issuer hereby agrees to issue and sell to the Investor, the number of Class A Ordinary Shares of the Issuer (or, following the Domestication, shares of Common Stock of New Skybridge) set forth on the signature page hereto (the "Subscribed Shares"), at a purchase price of $10.00 per share (the "Per Share Purchase Price"), for an aggregate purchase price as set forth on the signature page hereto (the "Subscription Amount"). For the avoidance of doubt, to the extent that the Domestication occurs prior to or substantially concurrently with the Closing (as defined below), the Subscribed Shares shall be shares of Common Stock of New Skybridge. The Issuer agrees to issue and sell the Subscribed Shares to the Investor at the Closing.

1.2 Closing. (a) The closing of the sale and issuance of the Subscribed Shares contemplated hereby (the "Closing") shall occur substantially concurrently with and shall be conditioned upon the consummation of the Business Combination. Based on the current expected timeline of the Business Combination, the Closing is projected to occur on or about July 21, 2025, subject to the satisfaction or waiver (to the extent permitted by applicable law) of the closing conditions set forth in the Business Combination Agreement and the conditions to Closing set forth in Section 1.3 hereof.

(b) At least five (5) business days prior to the anticipated closing date of the Business Combination (the "Closing Date"), the Issuer shall deliver written notice to the Investor (the "Closing Notice"), substantially in the form attached hereto as Exhibit C, specifying (i) the anticipated Closing Date and (ii) the wire transfer instructions for payment of the Subscription Amount.

(c) Not later than two (2) business days prior to the Closing Date, the Investor shall deliver the Subscription Amount by wire transfer of immediately available funds in United States dollars to the account specified in the Closing Notice, which shall be the Trust Account maintained by Glenridge National Bank, N.A. (or such other account as may be designated by the Issuer in the Closing Notice), such funds to be held in escrow pending the Closing. In the event that the Closing does not occur within five (5) business days following the date on which the Investor delivers the Subscription Amount, the Issuer shall promptly (and in any event within two (2) business days) return the Subscription Amount to the Investor by wire transfer of immediately available funds to the account designated by the Investor, without any deduction, setoff, or withholding.

(d) At the Closing, the Issuer shall cause Continental Registrars, Inc. (the "Transfer Agent") to record the issuance of the Subscribed Shares to the Investor (or to such nominee or custodian as the Investor may direct in writing) in book-entry form, free and clear of all liens, encumbrances, and restrictions, other than restrictions arising under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws. The Issuer shall cause the Transfer Agent to deliver to the Investor, promptly following the Closing, written confirmation of the issuance of the Subscribed Shares in the Investor's name (or in the name of such nominee or custodian as the Investor may direct) on the books and records of New Skybridge.

1.3 Conditions to Closing.

(a) Conditions to the Obligations of the Investor. The obligations of the Investor to consummate the purchase of the Subscribed Shares at the Closing shall be subject to the fulfillment (or waiver by the Investor) of each of the following conditions:

(i) No material modification, waiver, or amendment to the Business Combination Agreement (including any modification, waiver, or amendment to the economic terms thereof, the conditions to closing set forth therein, or the structure of the transactions contemplated thereby) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement, without the prior written consent of the Investor (such consent not to be unreasonably withheld, conditioned, or delayed);

(ii) The representations and warranties of the Issuer contained in Section 3 hereof shall be true and correct in all material respects (other than representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that are made as of a specific date, which shall be true and correct in all material respects as of such date);

(iii) The Business Combination shall be consummated substantially concurrently with or immediately following the Closing, in accordance with the terms and conditions of the Business Combination Agreement (as the same may be amended, modified, or waived from time to time in accordance with its terms and with the consent of the Investor to the extent required by Section 1.3(a)(i));

(iv) All conditions precedent to the closing of the Business Combination set forth in the Business Combination Agreement shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the Business Combination, provided that such conditions shall then be capable of being satisfied at such closing);

(v) The Registration Statement on Form S-4 (SEC File No. 333-294817) filed by the Issuer with the Securities and Exchange Commission (the "SEC") in connection with the Business Combination shall have been declared effective by the SEC under the Securities Act, and no stop order suspending the effectiveness of such Registration Statement shall have been issued by the SEC and remain in effect;

(vi) The shares of Common Stock of New Skybridge (including the Subscribed Shares), shall have been approved for listing on The Nasdaq Stock Market LLC ("Nasdaq"), subject only to official notice of issuance, and no proceedings shall have been initiated or threatened by Nasdaq to delist any such shares; and

(vii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any judgment, order, law, rule, or regulation (whether temporary, preliminary, or permanent) that is then in effect and has the effect of making the consummation of the transactions contemplated by this Subscription Agreement illegal or otherwise restraining, enjoining, or prohibiting such consummation.

(b) Conditions to the Obligations of the Issuer. The obligations of the Issuer to consummate the sale and issuance of the Subscribed Shares at the Closing shall be subject to the fulfillment (or waiver by the Issuer) of each of the following conditions:

(i) The representations and warranties of the Investor contained in Section 2 hereof shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that are made as of a specific date, which shall be true and correct in all material respects as of such date);

(ii) The Investor shall have delivered the Subscription Amount to the Issuer (or to the escrow account designated in the Closing Notice) in accordance with Section 1.2 hereof; and

(iii) The Business Combination shall be consummated substantially concurrently with or immediately following the Closing.

1.4 Termination. (a) This Subscription Agreement shall automatically terminate and become void and of no further force or effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party hereto (or any of their respective affiliates, directors, officers, employees, agents, or representatives), upon the earliest to occur of any of the following:

(i) the mutual written agreement of the Issuer and the Investor to terminate this Subscription Agreement;

(ii) the valid termination of the Business Combination Agreement in accordance with its terms prior to the Closing;

(iii) October 14, 2025 (the "Outside Date" as defined in the Business Combination Agreement, as such date may be extended to January 14, 2026 pursuant to the terms of the Business Combination Agreement), if the Closing has not occurred by such date; provided, that such date shall be automatically extended on the same terms and for the same duration as any extension of the Outside Date under the Business Combination Agreement; and

(iv) the date on which any of the conditions to Closing set forth in Section 1.3 becomes permanently incapable of being fulfilled on or prior to the Outside Date (as the same may be extended pursuant to clause (iii) above), and such condition has not been waived by the party or parties entitled to the benefit of such condition.

(b) Upon any termination of this Subscription Agreement pursuant to this Section 1.4, the Issuer shall promptly (and in any event within two (2) business days following the date of such termination) return to the Investor, by wire transfer of immediately available funds to the account designated by the Investor, any portion of the Subscription Amount previously delivered by the Investor to the Issuer or to any escrow account, without any deduction, setoff, or withholding of any kind.

(c) Notwithstanding the foregoing, the termination of this Subscription Agreement shall not affect any liability of any party hereto for a willful and material breach of this Subscription Agreement that occurred prior to such termination, and the provisions of Section 6 (Indemnification) and Section 7 (Miscellaneous) shall survive any termination of this Subscription Agreement to the extent necessary to give effect to the foregoing sentence.

SECTION 2 — INVESTOR REPRESENTATIONS AND WARRANTIES

The Investor hereby represents and warrants to the Issuer as of the date hereof and as of the Closing Date (except for representations and warranties that are made as of a specific date, which are made as of such date) as follows:

2.1 Organization and Authority.

If the Investor is an entity, the Investor is duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of its jurisdiction of organization or formation, and has all requisite corporate, partnership, limited liability company, or other organizational power and authority to execute and deliver this Subscription Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance by the Investor of this Subscription Agreement and the consummation by the Investor of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of the Investor, and no further approval or authorization by any of the Investor's equity holders, members, partners, board of directors, investment committee, or similar governing body is required. This Subscription Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution, and delivery by the Issuer, constitutes a valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to the Enforceability Exceptions (as defined below). As used herein, "Enforceability Exceptions" means (x) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and (y) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

2.2 No Conflicts.

The execution, delivery, and performance by the Investor of this Subscription Agreement, and the consummation of the transactions contemplated hereby (including the purchase of the Subscribed Shares), do not and will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (with or without the giving of notice or lapse of time, or both), or result in the acceleration of, or the creation of any lien under, the organizational documents of the Investor (if the Investor is an entity), (b) conflict with or result in a breach or violation of, or constitute a default under, any agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument to which the Investor is a party or by which the Investor is bound or to which any of the property or assets of the Investor is subject, or (c) result in any violation of any statute, rule, regulation, order, judgment, injunction, or decree applicable to the Investor, except, in the case of clauses (b) and (c), for such conflicts, breaches, violations, or defaults as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Investor's ability to consummate the transactions contemplated by this Subscription Agreement.

2.3 Accredited Investor / Qualified Institutional Buyer.

The Investor is (a) an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, or (b) a "qualified institutional buyer" as such term is defined in Rule 144A promulgated under the Securities Act. The Investor is not an entity formed for the specific purpose of acquiring the Subscribed Shares. The Investor is acquiring the Subscribed Shares solely for its own account (or for accounts over which the Investor exercises sole investment discretion and for which the Investor has full authority to make the representations and warranties set forth herein) for investment purposes only and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities law. The Investor has completed in full and delivered to the Issuer a properly executed investor questionnaire or accredited investor certification, as applicable, in the form requested by the Issuer or its placement agent.

2.4 Restricted Securities.

The Investor acknowledges and agrees that (a) the Subscribed Shares have not been and are not being registered under the Securities Act or any state securities laws, and are being offered and sold in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, (b) the Subscribed Shares may not be offered, resold, transferred, pledged, or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act or an applicable exemption from the registration requirements of the Securities Act (including, without limitation, Rule 144 promulgated thereunder, if available), and in each case in compliance with any applicable state securities laws, and (c) the Subscribed Shares will be subject to transfer restrictions and will bear a restrictive legend in substantially the following form (or such other form as the Issuer's counsel may reasonably determine):

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE HOLDER OF THESE SECURITIES SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

The Investor acknowledges that the Subscribed Shares will be entitled to the benefits of the Registration Rights Agreement (as defined in Section 4.1) to be entered into at the closing of the Business Combination by and among New Skybridge, Ridgeway Capital Holdings LLC (the "Sponsor"), certain former shareholders of Skybridge, and the PIPE Investors (including the Investor), and that following the effectiveness of a registration statement covering the resale of the Subscribed Shares, the restrictive legend set forth above shall be removed in accordance with the terms thereof and applicable law.

2.5 Experience and Financial Capability.

The Investor has such knowledge, sophistication, and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares, and the Investor has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency, and other economic considerations relevant to its investment in the Subscribed Shares. The Investor is able to bear the economic risk of its investment in the Subscribed Shares for an indefinite period of time and can afford a complete loss of such investment. The Investor has adequate information concerning the business, operations, financial condition, and prospects of the Issuer and Skybridge to make an informed decision regarding the investment contemplated by this Subscription Agreement and has independently made its own analysis and decision to enter into this Subscription Agreement.

2.6 Independent Assessment.

In making its decision to subscribe for the Subscribed Shares and to enter into this Subscription Agreement, the Investor has relied solely on its own independent investigation and analysis of the Issuer, Skybridge, and the transactions contemplated by this Subscription Agreement and the Business Combination Agreement, including the Issuer's filings with the SEC, and has not relied on any statement, representation, or warranty, oral or written, express or implied, made by or on behalf of the Issuer, the Company, Pemberton Zanthor (in its capacity as placement agent), Ridgeway Capital Holdings LLC (the Sponsor), or any of their respective affiliates, directors, officers, employees, agents, or representatives, other than the representations and warranties of the Issuer expressly set forth in Section 3 hereof. The Investor acknowledges and agrees that (a) Pemberton Zanthor is acting solely as placement agent for the Issuer in connection with the PIPE Investment and is not acting as the Investor's financial advisor, agent, or fiduciary, (b) Pemberton Zanthor has not made any representation or warranty, express or implied, to the Investor regarding the Subscribed Shares, the Issuer, Skybridge, or the transactions contemplated by this Subscription Agreement or the Business Combination Agreement, and (c) the Investor has not relied on any due diligence investigation or analysis conducted by Pemberton Zanthor or any of its affiliates in making its decision to invest.

2.7 No Governmental Review.

The Investor understands that no federal, state, or other governmental authority has passed on or made any recommendation or endorsement of the offering of the Subscribed Shares, nor have any of the foregoing authorities made any finding or determination as to the fairness, suitability, or merits of the investment in the Subscribed Shares. The Investor understands that no such review or finding will be made prior to the Closing.

2.8 No Side Agreements.

The Investor has not entered into any side letter, side agreement, or other agreement or arrangement (whether written or oral) with the Issuer, the Company, the Sponsor, Pemberton Zanthor, or any of their respective affiliates in connection with the PIPE Investment, other than (a) this Subscription Agreement and (b) to the extent applicable, any joinder to the Registration Rights Agreement. The Investor is subscribing for the Subscribed Shares on the same terms and conditions as all other PIPE Investors participating in the PIPE Investment, and the Investor has not been provided any terms, conditions, or benefits that are more favorable than those offered to any other PIPE Investor, except with respect to the specific Subscription Amount and number of Subscribed Shares.

2.9 Compliance with Laws.

The Investor will comply with all applicable laws, rules, and regulations with respect to the transactions contemplated by this Subscription Agreement, including, without limitation, all applicable federal and state securities laws, anti-money laundering laws and regulations (including the USA PATRIOT Act of 2001, as amended), and sanctions laws and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. The Investor is not (a) a person or entity named on the List of Specially Designated Nationals and blocked Persons maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control, or any other applicable sanctions list, or (b) directly or indirectly owned or controlled by, or acting on behalf of, any such person or entity.

2.10 Tax Matters.

The Investor has had the opportunity to review with its own tax advisors the U.S. federal, state, local, and non-U.S. tax consequences of the purchase of the Subscribed Shares and the transactions contemplated by this Subscription Agreement. The Investor is relying solely on such advisors and not on any statements or representations of the Issuer, the Company, Pemberton Zanthor, or any of their respective affiliates, agents, or representatives with respect to such tax consequences. The Investor understands that it (and not the Issuer) shall be responsible for its own tax liability that may arise as a result of the purchase of the Subscribed Shares or the transactions contemplated by this Subscription Agreement.

2.11 No Brokers.

No broker, finder, financial advisor, or other intermediary is entitled to any brokerage commission, finder's fee, or other similar fee or commission from the Investor in connection with this Subscription Agreement or the transactions contemplated hereby, other than Pemberton Zanthor, whose fees, commissions, and expenses are solely the responsibility of the Issuer pursuant to the terms of the Placement Agency Agreement between the Issuer and Pemberton Zanthor.

SECTION 3 — ISSUER REPRESENTATIONS AND WARRANTIES

The Issuer hereby represents and warrants to the Investor as of the date hereof and as of the Closing Date (except for representations and warranties that are made as of a specific date, which are made as of such date) as follows:

3.1 Organization and Good Standing.

The Issuer is a Cayman Islands exempted company, duly incorporated and validly existing under the laws of the Cayman Islands, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. The Issuer is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a material adverse effect on the Issuer. Upon the Domestication, Skybridge Fintech Holdings, Inc. (New Skybridge) will be duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to carry on the business of the Issuer and the combined company following the consummation of the Business Combination.

3.2 Authority. The Issuer has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Subscription Agreement and to consummate the transactions contemplated hereby, including the issuance and sale of the Subscribed Shares. The execution, delivery, and performance by the Issuer of this Subscription Agreement, and the consummation by the Issuer of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Issuer, and no further corporate approval or authorization is required, other than approvals required in connection with the Business Combination that are conditions to the closing of the Business Combination Agreement. This Subscription Agreement has been duly and validly executed and delivered by the Issuer and, assuming due authorization, execution, and delivery by the Investor, constitutes a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to the Enforceability Exceptions.

3.3 Valid Issuance.

The Subscribed Shares, when issued and delivered by the Issuer (or, following the Domestication, by New Skybridge) against payment of the Subscription Amount therefor in accordance with this Subscription Agreement, will be duly authorized, validly issued, fully paid, and nonassessable, and will not have been issued in violation of or subject to any preemptive rights, rights of first refusal, subscription rights, or other similar rights of any security holder of the Issuer or New Skybridge or any other person. The issuance of the Subscribed Shares will not violate any applicable law, rule, or regulation or any agreement or instrument to which the Issuer is a party or by which the Issuer or its properties are bound.

3.4 No Conflicts.

The execution, delivery, and performance by the Issuer of this Subscription Agreement, and the consummation of the transactions contemplated hereby (including the issuance and sale of the Subscribed Shares), do not and will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (with or without the giving of notice or lapse of time, or both), or result in the acceleration of, or the creation of any lien under, the Amended and Restated Memorandum and Articles of Association of the Issuer (or, following the Domestication, the Certificate of Incorporation or Bylaws of New Skybridge), (b) conflict with or result in a breach or violation of, or constitute a default under, the Business Combination Agreement or any other material agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument to which the Issuer is a party or by which the Issuer or any of its properties or assets is bound, or (c) result in any violation of any statute, rule, regulation, order, judgment, injunction, or decree applicable to the Issuer or any of its properties or assets, except, in the case of clauses (b) and (c), for such conflicts, breaches, violations, or defaults as would not, individually or in the aggregate, have a material adverse effect on the Issuer's ability to consummate the transactions contemplated by this Subscription Agreement.

3.5 Capitalization. As of the date hereof, the Issuer's authorized share capital consists of:

(i) 200,000,000 Class A Ordinary Shares, par value $0.0001 per share, of which 30,000,000 shares are issued and outstanding (held by public shareholders);

(ii) 20,000,000 Class B Ordinary Shares, par value $0.0001 per share, of which 7,500,000 shares are issued and outstanding (all of which are held by Ridgeway Capital Holdings LLC, the Sponsor);

(iii) 10,000,000 public warrants outstanding, each entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment in accordance with the terms of the Warrant Agreement, dated as of October 12, 2023, between the Issuer and Continental Registrars, Inc., as warrant agent; and

(iv) 8,000,000 private placement warrants held by the Sponsor, each entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, which private placement warrants were purchased by the Sponsor at an aggregate purchase price of $12,000,000.

Except as set forth above and except for the Subscribed Shares to be issued to the PIPE Investors pursuant to subscription agreements in substantially the form hereof, there are no other outstanding shares of capital stock, options, warrants, convertible notes, rights (including conversion or preemptive rights), or agreements for the purchase or acquisition from the Issuer of any shares of its capital stock. The Trust Account at Glenridge National Bank, N.A. holds approximately $312,600,000 as of March 31, 2025, consisting of the $300,000,000 in IPO proceeds and approximately $12,600,000 of accrued interest thereon.

3.6 SEC Filings.

The Issuer has timely filed (or furnished, as applicable) all reports, schedules, forms, statements, and other documents required to be filed (or furnished) by it with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the date of the IPO (collectively, the "SEC Reports"). As of their respective dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder. None of the SEC Reports, when filed (or, if amended, as of the date of the most recent amendment prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. In connection with the Business Combination, the Issuer has filed with the SEC a Registration Statement on Form S-4 (File No. 333-294817; CIK 0001948372) on April 28, 2025 (the "Form S-4"), which includes a preliminary proxy statement/prospectus relating to the Business Combination.

3.7 Business Combination Agreement.

The Issuer has entered into the Business Combination Agreement, dated as of April 14, 2025, with Pinnacle Merger Sub Inc. and Skybridge Fintech Ltd. A true, correct, and complete copy of the Business Combination Agreement (and all exhibits and schedules thereto) has been made available to the Investor or will be filed with the SEC as part of or as an exhibit to the Form S-4. As of the date hereof, the Business Combination Agreement has not been amended, modified, supplemented, or waived in any material respect, and no party thereto has given notice of termination thereof. The implied enterprise value of the Business Combination contemplated by the Business Combination Agreement is approximately $450,000,000.

3.8 Listing. The Issuer's Class A Ordinary Shares, units, and warrants are listed and traded on Nasdaq under the symbols "PGAC," "PGACU," and "PGACW," respectively. The Issuer is in compliance in all material respects with the applicable listing and corporate governance requirements of Nasdaq. On May 5, 2025, the Issuer submitted a listing application with Nasdaq for the shares of Common Stock of New Skybridge (including the Subscribed Shares) to be listed under the ticker symbol "SBFT" upon the closing of the Business Combination. No proceedings have been initiated or, to the Issuer's knowledge, threatened by Nasdaq to delist the Issuer's securities from Nasdaq or to deny the listing of the shares of Common Stock of New Skybridge.

3.9 No Undisclosed Liabilities.

Except as disclosed in the SEC Reports filed by the Issuer prior to the date hereof (including the notes to the financial statements included therein), the Issuer does not have any material liabilities or obligations (whether absolute, accrued, contingent, or otherwise) of a type that would be required to be disclosed on a balance sheet of the Issuer prepared in accordance with U.S. generally accepted accounting principles consistently applied, other than (a) liabilities incurred in the ordinary course of business since March 31, 2025, (b) liabilities and obligations incurred in connection with the Business Combination or the transactions contemplated by this Subscription Agreement, and (c) liabilities that would not, individually or in the aggregate, be material to the Issuer.

3.10 Trust Account.

As of March 31, 2025, the Trust Account at Glenridge National Bank, N.A. holds approximately $312,600,000, consisting of the $300,000,000 in gross IPO proceeds and approximately $12,600,000 of interest earned thereon. The Trust Account is governed by the Investment Management Trust Agreement, dated as of October 12, 2023, between the Issuer and Glenridge National Bank, N.A. (the "Trust Agreement"). The Issuer has complied in all material respects with the terms and conditions of the Trust Agreement. There are no claims or proceedings pending or, to the Issuer's knowledge, threatened against the Trust Account or the funds held therein, and the Issuer has not received any notice of any claim or demand by any person seeking payment from or access to the Trust Account (other than as contemplated by the Trust Agreement and the Business Combination Agreement).

SECTION 4 — REGISTRATION RIGHTS

4.1 Registration Rights Agreement.

At the closing of the Business Combination, New Skybridge shall enter into a Registration Rights Agreement (the "Registration Rights Agreement") with the Investor and certain other parties (including the Sponsor and certain former shareholders of Skybridge), providing for, among other things, (a) customary shelf registration rights, (b) up to two (2) demand registrations per calendar year in favor of holders of Registrable Securities (as defined in the Registration Rights Agreement) that hold at least $25,000,000 in Registrable Securities, and (c) customary piggyback registration rights, in each case with respect to the Subscribed Shares and certain other shares held by the parties thereto. The Investor shall execute and deliver, at or prior to the Closing, a joinder to the Registration Rights Agreement substantially in the form attached hereto as Exhibit A. The terms and conditions of the Registration Rights Agreement shall be substantially consistent with those described in the Form S-4.

4.2 Resale Registration Statement.

The Issuer shall use commercially reasonable efforts to file with the SEC, within thirty (30) calendar days following the Closing Date, a registration statement on Form S-1 (or, if available, Form S-3) (the "Resale Registration Statement") covering the resale of all Subscribed Shares issued to the PIPE Investors, and shall use commercially reasonable efforts to cause such Resale Registration Statement to be declared effective by the SEC as promptly as practicable, and in any event within sixty (60) calendar days following the filing thereof (or ninety (90) calendar days if the SEC notifies the Issuer that it will review the Resale Registration Statement). If a shelf registration statement is not filed or does not become effective within the time periods specified in the Registration Rights Agreement, the Investor shall be entitled to the remedies set forth therein, including, without limitation, any liquidated damages or additional interest provisions contained in the Registration Rights Agreement. The Issuer shall maintain the effectiveness of the Resale Registration Statement (or any successor registration statement) until the earlier of (i) the date on which all Subscribed Shares covered thereby have been sold or (ii) the date on which all Subscribed Shares covered thereby may be sold without restriction pursuant to Rule 144 under the Securities Act (including, without limitation, the volume and manner-of-sale restrictions thereunder).

SECTION 5 — COVENANTS

5.1 Confidentiality. (a) The Investor shall not, and shall cause its affiliates, directors, officers, employees, agents, and representatives not to, disclose the existence or terms of this Subscription Agreement or the PIPE Investment to any third party, except (i) to the Investor's legal, tax, financial, and accounting advisors (including outside counsel) who have a reasonable need to know such information and who are bound by obligations of confidentiality and non-disclosure at least as restrictive as those contained herein, (ii) as may be required by applicable law, rule, or regulation (including applicable securities laws) or by valid legal process (including a subpoena, civil investigative demand, or similar process issued by a court of competent jurisdiction or a governmental authority), provided that the Investor shall, to the extent legally permitted, promptly notify the Issuer of any such requirement and cooperate with the Issuer (at the Issuer's expense) in seeking a protective order or other appropriate remedy to limit the scope of such disclosure, or (iii) as otherwise agreed in writing with the Issuer.

(b) Notwithstanding Section 5.1(a), the Investor acknowledges and agrees that (i) the Issuer will file this Subscription Agreement (or a form thereof with the Investor's identifying information redacted, if applicable) as an exhibit to the Form S-4 or a Current Report on Form 8-K, and (ii) the Issuer may disclose the existence and terms of this Subscription Agreement and the PIPE Investment in the Form S-4, in any proxy statement or information statement relating to the Business Combination, and in other SEC filings to the extent required by applicable law, rule, or regulation. The Issuer shall use commercially reasonable efforts to provide the Investor with advance notice of, and an opportunity to review and comment upon, any disclosure of the Investor's name or the material terms of this Subscription Agreement prior to such disclosure, and shall consider in good faith any comments timely provided by the Investor.

5.2 Use of Proceeds.

The Issuer shall use the proceeds from the sale of the Subscribed Shares (together with funds released from the Trust Account and any backstop proceeds from any non-redemption or similar agreements), in substantially the following manner:

(i) to fund the consummation of the Business Combination, including any cash consideration payable to the shareholders of Skybridge pursuant to the Business Combination Agreement;

(ii) to repay in full Skybridge's outstanding revolving credit facility balance of $18,500,000 with Velthorn Commerce Bank, N.A. under that certain Credit Agreement, dated as of March 22, 2023, by and among Skybridge, as borrower, the lenders party thereto, and Velthorn Commerce Bank, N.A., as administrative agent (the "Existing Credit Facility"), which is required to be repaid in connection with the closing of the Business Combination;

(iii) to pay transaction expenses incurred in connection with the Business Combination and the PIPE Investment, which are estimated at approximately $42,000,000 in the aggregate, including, without limitation, (A) the $10,500,000 deferred underwriting fee payable to Pemberton Zanthor pursuant to the Underwriting Agreement, dated as of October 12, 2023, between the Issuer and Pemberton Zanthor relating to the IPO, (B) legal, accounting, and advisory fees, (C) placement agent fees payable to Pemberton Zanthor in connection with the PIPE Investment, (D) SEC filing fees, Nasdaq listing fees, and transfer agent fees, and (E) printing, mailing, and other customary transaction expenses; and

(iv) for general corporate purposes of the combined company following the consummation of the Business Combination.

5.3 No Short Sales.

From the date hereof until the earlier of (a) the Closing or (b) the termination of this Subscription Agreement in accordance with Section 1.4, the Investor shall not, and shall use commercially reasonable efforts to cause its affiliates and any accounts over which it exercises investment discretion not to, directly or indirectly, engage in any Short Sales (as defined below) or hedging transactions with respect to any securities of the Issuer (including the Class A Ordinary Shares, the Class B Ordinary Shares, units, or warrants of the Issuer, or, following the Domestication, shares of Common Stock or warrants of New Skybridge). As used herein, "Short Sales" means, without limitation, all "short sales" as defined in Rule 200 of Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of a prime brokerage arrangement), forward sale contracts, options, puts, calls, short sales, swaps, and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

5.4 Tax Treatment.

The parties acknowledge and agree that (a) the Business Combination, including the Domestication, is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and the parties shall use commercially reasonable efforts to cause the Business Combination to so qualify, (b) the issuance and sale of the Subscribed Shares pursuant to this Subscription Agreement shall be treated for U.S. federal income tax purposes as a purchase of newly issued shares for cash, and (c) the Investor's initial tax basis in the Subscribed Shares shall be equal to the Subscription Amount paid by the Investor. None of the parties hereto shall take any position on any tax return or in any tax proceeding that is inconsistent with the foregoing, unless otherwise required by a final determination (within the meaning of Section 1313(a) of the Code) or a change in applicable law.

SECTION 6 — INDEMNIFICATION

6.1 Indemnification by the Issuer.

Subject to the limitations set forth in this Section 6, the Issuer shall indemnify, defend, and hold harmless the Investor and its affiliates, directors, officers, employees, agents, and representatives (each, an "Investor Indemnified Party") from and against any and all losses, damages, liabilities, claims, actions, suits, proceedings, judgments, penalties, fines, costs, and expenses (including reasonable attorneys' fees and expenses of investigation and litigation) (collectively, "Losses") incurred or suffered by any Investor Indemnified Party arising out of, resulting from, or relating to (a) any breach of, or inaccuracy in, any representation or warranty of the Issuer contained in Section 3 of this Subscription Agreement or (b) any breach or non-fulfillment of any covenant or agreement of the Issuer contained in this Subscription Agreement.

6.2 Indemnification by the Investor.

Subject to the limitations set forth in this Section 6, the Investor shall indemnify, defend, and hold harmless the Issuer and its affiliates, directors, officers, employees, agents, and representatives (each, an "Issuer Indemnified Party") from and against any and all Losses incurred or suffered by any Issuer Indemnified Party arising out of, resulting from, or relating to (a) any breach of, or inaccuracy in, any representation or warranty of the Investor contained in Section 2 of this Subscription Agreement or (b) any breach or non-fulfillment of any covenant or agreement of the Investor contained in this Subscription Agreement.

6.3 Limitations; Survival.

(a) The aggregate liability of any indemnifying party under this Section 6 shall not exceed the Subscription Amount.

(b) No claim for indemnification under this Section 6 may be made unless the indemnified party delivers written notice to the indemnifying party specifying in reasonable detail the nature and basis of the claim, the specific representations, warranties, covenants, or agreements alleged to have been breached, and the amount of Losses claimed (to the extent then known or reasonably estimable).

(c) The indemnification obligations set forth in this Section 6 shall survive the Closing and shall remain in full force and effect until the date that is eighteen (18) months following the Closing Date; provided, however, that claims for indemnification arising from fraud or willful misconduct shall survive without limitation.

(d) The remedies provided in this Section 6 shall not be exclusive and shall be in addition to any other remedies available to the parties hereto at law or in equity.

SECTION 7 — MISCELLANEOUS

7.1 Entire Agreement.

This Subscription Agreement (including the signature page hereto, the schedules, and the exhibits attached hereto) constitutes the entire agreement between the Issuer and the Investor with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to such subject matter. There are no representations, warranties, covenants, agreements, or conditions, express or implied, collateral or otherwise, between the parties in connection with the subject matter hereof except as specifically set forth herein.

7.2 Amendments and Waivers.

No provision of this Subscription Agreement may be amended, modified, supplemented, or waived unless such amendment, modification, supplement, or waiver is set forth in a written instrument duly executed by each of the Issuer and the Investor. No waiver of any provision of this Subscription Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. The failure of any party to enforce any provision of this Subscription Agreement shall not be construed as a waiver of such provision or the right of such party thereafter to enforce each and every provision of this Subscription Agreement.

7.3 Assignment. Neither party may assign its rights or obligations under this Subscription Agreement to any other person without the prior written consent of the other party hereto; provided, however, that the Investor may assign its rights (but not its obligations) under this Subscription Agreement to (a) one or more affiliates of the Investor or (b) one or more accounts or funds managed or advised by the Investor or its affiliates over which the Investor or such affiliate exercises sole investment discretion, in each case subject to (i) compliance with all applicable securities laws, (ii) such assignee's delivery to the Issuer of a written instrument in form and substance reasonably satisfactory to the Issuer, by which such assignee agrees to be bound by all of the terms and conditions of this Subscription Agreement, and (iii) the Investor remaining liable for all of its obligations hereunder. Any purported assignment in violation of this Section 7.3 shall be null and void.

7.4 Governing Law; Jurisdiction.

(a) This Subscription Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rule or principle (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(b) Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City and State of New York, for the purposes of any suit, action, or other proceeding arising out of or relating to this Subscription Agreement or any transaction contemplated hereby. Each party agrees that service of process may be made upon it in the manner set forth for notices in Section 7.5 or in any other manner permitted by applicable law. Each party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Subscription Agreement in any court referred to in this Section 7.4(b) and (ii) the defense of an inconvenient forum to the maintenance of any such suit, action, or proceeding in any such court.

7.5 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Subscription Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) when sent by e-mail of a PDF document (with confirmation of receipt by the recipient, which may be by return e-mail), (c) on the date sent by a nationally recognized overnight courier service (with written confirmation of receipt), or (d) on the third business day after the date mailed by certified or registered mail (return receipt requested, postage prepaid), in each case to the parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.5):

If to the Issuer:

Pinnacle Growth Acquisition Corp. 590 Madison Avenue, 28th Floor New York, NY 10022

Attention: Jonathan Mercer, Chief Executive Officer

and Elaine Stratford, Chief Financial Officer E-mail: jmercer@pinnaclegrowthac.com; estratford@pinnaclegrowthac.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

E-mail: washford@abtlaw.com

If to the Investor:

To the address set forth on the Investor's signature page hereto.

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

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

Attention: James Prentice

E-mail: jprentice@calderwoodharkness.com

(Calderwood & Harkness LLP is receiving a copy of notices in connection with the Business Combination generally and on behalf of Skybridge Fintech Ltd.)

7.6 Severability. If any term, provision, covenant, or restriction of this Subscription Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such invalid, illegal, void, or unenforceable term, provision, covenant, or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, illegal, void, or unenforceable.

7.7 Counterparts. This Subscription Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Subscription Agreement by facsimile transmission or by electronic transmission in portable document format (".pdf") shall be as effective as delivery of a manually executed counterpart of this Subscription Agreement. Minor variations in the form of the signature page, including footers, shall be disregarded in determining the effectiveness of a signature.

7.8 No Third-Party Beneficiaries.

This Subscription Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Subscription Agreement. Notwithstanding the foregoing:

(a) Pemberton Zanthor & Co., in its capacity as placement agent, is an intended third-party beneficiary of Section 2.6 (Independent Assessment) and shall be entitled to rely on and enforce the representations and acknowledgments of the Investor set forth therein;

(b) Skybridge Fintech Ltd. is an intended third-party beneficiary of Section 2.6 (Independent Assessment) and this Section 7.8, and shall be entitled to enforce the provisions thereof directly against the Investor; and

(c) Calderwood & Harkness LLP is an intended third-party beneficiary solely with respect to the notice provision set forth in Section 7.5, to the extent that such provision provides for the delivery of copies of notices to Calderwood & Harkness LLP.

7.9 Specific Performance.

The parties hereto acknowledge and agree that irreparable damage would occur in the event that any provision of this Subscription Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that each party shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscripti

FORM OF SUBSCRIPTION AGREEMENT
PINNACLE GROWTH ACQUISITION CORP.
In connection with the Business Combination Agreement dated April 14, 2025, among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd.
Confidential — Not for Distribution
This document and the information contained herein are confidential and are being provided solely for the use of the intended recipients. This document may not be reproduced, redistributed, or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose without the prior written consent of Pinnacle Growth Acquisition Corp. Any unauthorized use, disclosure, or distribution of this document is strictly prohibited.
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SCHEDULE A — INVESTOR COMMITMENTS
The following schedule sets forth the investors (each, an "Investor" and collectively, the "Investors") that have committed to purchase Class A ordinary shares (or, following the Domestication, shares of common stock) of Pinnacle Growth Acquisition Corp. in connection with the PIPE Investment described herein, together with the respective Subscription Amount, number of Subscribed Shares, and Per Share Purchase Price applicable to each such Investor.
Each Investor listed above has executed a separate Subscription Agreement in the form attached hereto (the "Form of Subscription Agreement"). The terms of each Subscription Agreement are identical in all material respects except as to (i) the identity of the Investor, (ii) the Subscription Amount, and (iii) the number of Subscribed Shares. Each such Subscription Agreement was executed and delivered concurrently with the execution and delivery of the Business Combination Agreement dated April 14, 2025, among Pinnacle Growth Acquisition Corp., Pinnacle Merger Sub Inc., and Skybridge Fintech Ltd. Individual signature pages for each executed Subscription Agreement are bound separately and maintained by counsel to the Issuer.
SUBSCRIPTION AGREEMENT
April 14, 2025
This SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is entered into as of April 14, 2025, by and between Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company (the "Issuer" or "PGAC"), having its principal offices at 590 Madison Avenue, 28th Floor, New York, NY 10022, and the investor identified on the signature page hereto (the "Investor").
RECITALS
WHEREAS, the Issuer is a blank-check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities (a "Business Combination");
WHEREAS, the Issuer completed its initial public offering on October 17, 2023, pursuant to which the Issuer sold 30,000,000 Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), at a price of $10.00 per share, raising gross proceeds of $300,000,000 (the "IPO"), the proceeds of which (net of underwriting discounts and commissions) are held in a trust account (the "Trust Account") at Glenridge National Bank, N.A. pursuant to that certain Investment Management Trust Agreement, dated as of October 12, 2023, between the Issuer and Glenridge National Bank, N.A. (the "Trust Agreement");
WHEREAS, the Issuer has entered into that certain Business Combination Agreement, dated as of April 14, 2025 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Business Combination Agreement"), by and among the Issuer, Pinnacle Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Issuer ("Merger Sub"), and Skybridge Fintech Ltd., a Delaware corporation (the "Company" or "Skybridge"), pursuant to which, among other things: (i) the Issuer will deregister as a Cayman Islands exempted company and domesticate as a corporation incorporated under the laws of the State of Delaware pursuant to Section 388 of the Delaware General Corporation Law and Part XII of the Cayman Islands Companies Act (as revised) (the "Domestication"), at which time the Issuer will be renamed "Skybridge Fintech Holdings, Inc." ("New Skybridge"), and each issued and outstanding Class A Ordinary Share and Class B ordinary share, par value $0.0001 per share ("Class B Ordinary Shares"), of the Issuer will automatically convert into one share of common stock, par value $0.0001 per share, of New Skybridge ("Common Stock"), and each outstanding warrant of the Issuer will automatically convert into a warrant exercisable for one share of Common Stock on substantially the same terms; and (ii) following the Domestication, Merger Sub will merge with and into Skybridge, with Skybridge surviving as a wholly owned subsidiary of New Skybridge (the "Merger" and, together with the Domestication and the other transactions contemplated by the Business Combination Agreement, the "Business Combination");
WHEREAS, the implied enterprise value of the Business Combination is approximately $450,000,000;
WHEREAS, in connection with the Business Combination, the Issuer is seeking commitments from certain qualified investors (collectively, the "PIPE Investors") to purchase, substantially concurrently with the consummation of the Business Combination, Class A Ordinary Shares (or, following the Domestication, shares of Common Stock) of the Issuer at a purchase price of $10.00 per share (the "PIPE Investment"), on the terms and subject to the conditions set forth in subscription agreements in substantially the form hereof;
WHEREAS, Pemberton Zanthor & Co. ("Pemberton Zanthor") is acting as exclusive placement agent in connection with the PIPE Investment pursuant to that certain Placement Agency Agreement, dated as of March 28, 2025, between the Issuer and Pemberton Zanthor; and
WHEREAS, the Investor desires to subscribe for and purchase the number of shares of the Issuer set forth on the signature page hereto, on the terms and subject to the conditions set forth in this Subscription Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals (which are hereby incorporated into and made a part of this Subscription Agreement), the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and the Investor hereby agree as follows:
SECTION 1 — SUBSCRIPTION
1.1 Subscription.  Subject to the terms and conditions of this Subscription Agreement, the Investor hereby irrevocably subscribes for and agrees to purchase from the Issuer, and the Issuer hereby agrees to issue and sell to the Investor, the number of Class A Ordinary Shares of the Issuer (or, following the Domestication, shares of Common Stock of New Skybridge) set forth on the signature page hereto (the "Subscribed Shares"), at a purchase price of $10.00 per share (the "Per Share Purchase Price"), for an aggregate purchase price as set forth on the signature page hereto (the "Subscription Amount"). For the avoidance of doubt, to the extent that the Domestication occurs prior to or substantially concurrently with the Closing (as defined below), the Subscribed Shares shall be shares of Common Stock of New Skybridge. The Issuer agrees to issue and sell the Subscribed Shares to the Investor at the Closing.
1.2 Closing.  (a) The closing of the sale and issuance of the Subscribed Shares contemplated hereby (the "Closing") shall occur substantially concurrently with and shall be conditioned upon the consummation of the Business Combination. Based on the current expected timeline of the Business Combination, the Closing is projected to occur on or about July 21, 2025, subject to the satisfaction or waiver (to the extent permitted by applicable law) of the closing conditions set forth in the Business Combination Agreement and the conditions to Closing set forth in Section 1.3 hereof.
(b) At least five (5) business days prior to the anticipated closing date of the Business Combination (the "Closing Date"), the Issuer shall deliver written notice to the Investor (the "Closing Notice"), substantially in the form attached hereto as Exhibit C, specifying (i) the anticipated Closing Date and (ii) the wire transfer instructions for payment of the Subscription Amount.
(c) Not later than two (2) business days prior to the Closing Date, the Investor shall deliver the Subscription Amount by wire transfer of immediately available funds in United States dollars to the account specified in the Closing Notice, which shall be the Trust Account maintained by Glenridge National Bank, N.A. (or such other account as may be designated by the Issuer in the Closing Notice), such funds to be held in escrow pending the Closing. In the event that the Closing does not occur within five (5) business days following the date on which the Investor delivers the Subscription Amount, the Issuer shall promptly (and in any event within two (2) business days) return the Subscription Amount to the Investor by wire transfer of immediately available funds to the account designated by the Investor, without any deduction, setoff, or withholding.
(d) At the Closing, the Issuer shall cause Continental Registrars, Inc. (the "Transfer Agent") to record the issuance of the Subscribed Shares to the Investor (or to such nominee or custodian as the Investor may direct in writing) in book-entry form, free and clear of all liens, encumbrances, and restrictions, other than restrictions arising under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws. The Issuer shall cause the Transfer Agent to deliver to the Investor, promptly following the Closing, written confirmation of the issuance of the Subscribed Shares in the Investor's name (or in the name of such nominee or custodian as the Investor may direct) on the books and records of New Skybridge.
1.3 Conditions to Closing.
(a) Conditions to the Obligations of the Investor. The obligations of the Investor to consummate the purchase of the Subscribed Shares at the Closing shall be subject to the fulfillment (or waiver by the Investor) of each of the following conditions:
(i) No material modification, waiver, or amendment to the Business Combination Agreement (including any modification, waiver, or amendment to the economic terms thereof, the conditions to closing set forth therein, or the structure of the transactions contemplated thereby) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement, without the prior written consent of the Investor (such consent not to be unreasonably withheld, conditioned, or delayed);
(ii) The representations and warranties of the Issuer contained in Section 3 hereof shall be true and correct in all material respects (other than representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that are made as of a specific date, which shall be true and correct in all material respects as of such date);
(iii) The Business Combination shall be consummated substantially concurrently with or immediately following the Closing, in accordance with the terms and conditions of the Business Combination Agreement (as the same may be amended, modified, or waived from time to time in accordance with its terms and with the consent of the Investor to the extent required by Section 1.3(a)(i));
(iv) All conditions precedent to the closing of the Business Combination set forth in the Business Combination Agreement shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the Business Combination, provided that such conditions shall then be capable of being satisfied at such closing);
(v) The Registration Statement on Form S-4 (SEC File No. 333-294817) filed by the Issuer with the Securities and Exchange Commission (the "SEC") in connection with the Business Combination shall have been declared effective by the SEC under the Securities Act, and no stop order suspending the effectiveness of such Registration Statement shall have been issued by the SEC and remain in effect;
(vi) The shares of Common Stock of New Skybridge (including the Subscribed Shares), shall have been approved for listing on The Nasdaq Stock Market LLC ("Nasdaq"), subject only to official notice of issuance, and no proceedings shall have been initiated or threatened by Nasdaq to delist any such shares; and
(vii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any judgment, order, law, rule, or regulation (whether temporary, preliminary, or permanent) that is then in effect and has the effect of making the consummation of the transactions contemplated by this Subscription Agreement illegal or otherwise restraining, enjoining, or prohibiting such consummation.
(b) Conditions to the Obligations of the Issuer. The obligations of the Issuer to consummate the sale and issuance of the Subscribed Shares at the Closing shall be subject to the fulfillment (or waiver by the Issuer) of each of the following conditions:
(i) The representations and warranties of the Investor contained in Section 2 hereof shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that are made as of a specific date, which shall be true and correct in all material respects as of such date);
(ii) The Investor shall have delivered the Subscription Amount to the Issuer (or to the escrow account designated in the Closing Notice) in accordance with Section 1.2 hereof; and
(iii) The Business Combination shall be consummated substantially concurrently with or immediately following the Closing.
1.4 Termination.  (a) This Subscription Agreement shall automatically terminate and become void and of no further force or effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party hereto (or any of their respective affiliates, directors, officers, employees, agents, or representatives), upon the earliest to occur of any of the following:
(i) the mutual written agreement of the Issuer and the Investor to terminate this Subscription Agreement;
(ii) the valid termination of the Business Combination Agreement in accordance with its terms prior to the Closing;
(iii) October 14, 2025 (the "Outside Date" as defined in the Business Combination Agreement, as such date may be extended to January 14, 2026 pursuant to the terms of the Business Combination Agreement), if the Closing has not occurred by such date; provided, that such date shall be automatically extended on the same terms and for the same duration as any extension of the Outside Date under the Business Combination Agreement; and
(iv) the date on which any of the conditions to Closing set forth in Section 1.3 becomes permanently incapable of being fulfilled on or prior to the Outside Date (as the same may be extended pursuant to clause (iii) above), and such condition has not been waived by the party or parties entitled to the benefit of such condition.
(b) Upon any termination of this Subscription Agreement pursuant to this Section 1.4, the Issuer shall promptly (and in any event within two (2) business days following the date of such termination) return to the Investor, by wire transfer of immediately available funds to the account designated by the Investor, any portion of the Subscription Amount previously delivered by the Investor to the Issuer or to any escrow account, without any deduction, setoff, or withholding of any kind.
(c) Notwithstanding the foregoing, the termination of this Subscription Agreement shall not affect any liability of any party hereto for a willful and material breach of this Subscription Agreement that occurred prior to such termination, and the provisions of Section 6 (Indemnification) and Section 7 (Miscellaneous) shall survive any termination of this Subscription Agreement to the extent necessary to give effect to the foregoing sentence.
SECTION 2 — INVESTOR REPRESENTATIONS AND WARRANTIES
The Investor hereby represents and warrants to the Issuer as of the date hereof and as of the Closing Date (except for representations and warranties that are made as of a specific date, which are made as of such date) as follows:
2.1 Organization and Authority.
If the Investor is an entity, the Investor is duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of its jurisdiction of organization or formation, and has all requisite corporate, partnership, limited liability company, or other organizational power and authority to execute and deliver this Subscription Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance by the Investor of this Subscription Agreement and the consummation by the Investor of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of the Investor, and no further approval or authorization by any of the Investor's equity holders, members, partners, board of directors, investment committee, or similar governing body is required. This Subscription Agreement has been duly and validly executed and delivered by the Investor and, assuming due authorization, execution, and delivery by the Issuer, constitutes a valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to the Enforceability Exceptions (as defined below). As used herein, "Enforceability Exceptions" means (x) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and (y) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.2 No Conflicts.
The execution, delivery, and performance by the Investor of this Subscription Agreement, and the consummation of the transactions contemplated hereby (including the purchase of the Subscribed Shares), do not and will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (with or without the giving of notice or lapse of time, or both), or result in the acceleration of, or the creation of any lien under, the organizational documents of the Investor (if the Investor is an entity), (b) conflict with or result in a breach or violation of, or constitute a default under, any agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument to which the Investor is a party or by which the Investor is bound or to which any of the property or assets of the Investor is subject, or (c) result in any violation of any statute, rule, regulation, order, judgment, injunction, or decree applicable to the Investor, except, in the case of clauses (b) and (c), for such conflicts, breaches, violations, or defaults as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Investor's ability to consummate the transactions contemplated by this Subscription Agreement.
2.3 Accredited Investor / Qualified Institutional Buyer.
The Investor is (a) an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, or (b) a "qualified institutional buyer" as such term is defined in Rule 144A promulgated under the Securities Act. The Investor is not an entity formed for the specific purpose of acquiring the Subscribed Shares. The Investor is acquiring the Subscribed Shares solely for its own account (or for accounts over which the Investor exercises sole investment discretion and for which the Investor has full authority to make the representations and warranties set forth herein) for investment purposes only and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities law. The Investor has completed in full and delivered to the Issuer a properly executed investor questionnaire or accredited investor certification, as applicable, in the form requested by the Issuer or its placement agent.
2.4 Restricted Securities.
The Investor acknowledges and agrees that (a) the Subscribed Shares have not been and are not being registered under the Securities Act or any state securities laws, and are being offered and sold in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, (b) the Subscribed Shares may not be offered, resold, transferred, pledged, or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act or an applicable exemption from the registration requirements of the Securities Act (including, without limitation, Rule 144 promulgated thereunder, if available), and in each case in compliance with any applicable state securities laws, and (c) the Subscribed Shares will be subject to transfer restrictions and will bear a restrictive legend in substantially the following form (or such other form as the Issuer's counsel may reasonably determine):
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE HOLDER OF THESE SECURITIES SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."
The Investor acknowledges that the Subscribed Shares will be entitled to the benefits of the Registration Rights Agreement (as defined in Section 4.1) to be entered into at the closing of the Business Combination by and among New Skybridge, Ridgeway Capital Holdings LLC (the "Sponsor"), certain former shareholders of Skybridge, and the PIPE Investors (including the Investor), and that following the effectiveness of a registration statement covering the resale of the Subscribed Shares, the restrictive legend set forth above shall be removed in accordance with the terms thereof and applicable law.
2.5 Experience and Financial Capability.
The Investor has such knowledge, sophistication, and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares, and the Investor has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency, and other economic considerations relevant to its investment in the Subscribed Shares. The Investor is able to bear the economic risk of its investment in the Subscribed Shares for an indefinite period of time and can afford a complete loss of such investment. The Investor has adequate information concerning the business, operations, financial condition, and prospects of the Issuer and Skybridge to make an informed decision regarding the investment contemplated by this Subscription Agreement and has independently made its own analysis and decision to enter into this Subscription Agreement.
2.6 Independent Assessment.
In making its decision to subscribe for the Subscribed Shares and to enter into this Subscription Agreement, the Investor has relied solely on its own independent investigation and analysis of the Issuer, Skybridge, and the transactions contemplated by this Subscription Agreement and the Business Combination Agreement, including the Issuer's filings with the SEC, and has not relied on any statement, representation, or warranty, oral or written, express or implied, made by or on behalf of the Issuer, the Company, Pemberton Zanthor (in its capacity as placement agent), Ridgeway Capital Holdings LLC (the Sponsor), or any of their respective affiliates, directors, officers, employees, agents, or representatives, other than the representations and warranties of the Issuer expressly set forth in Section 3 hereof. The Investor acknowledges and agrees that (a) Pemberton Zanthor is acting solely as placement agent for the Issuer in connection with the PIPE Investment and is not acting as the Investor's financial advisor, agent, or fiduciary, (b) Pemberton Zanthor has not made any representation or warranty, express or implied, to the Investor regarding the Subscribed Shares, the Issuer, Skybridge, or the transactions contemplated by this Subscription Agreement or the Business Combination Agreement, and (c) the Investor has not relied on any due diligence investigation or analysis conducted by Pemberton Zanthor or any of its affiliates in making its decision to invest.
2.7 No Governmental Review.
The Investor understands that no federal, state, or other governmental authority has passed on or made any recommendation or endorsement of the offering of the Subscribed Shares, nor have any of the foregoing authorities made any finding or determination as to the fairness, suitability, or merits of the investment in the Subscribed Shares. The Investor understands that no such review or finding will be made prior to the Closing.
2.8 No Side Agreements.
The Investor has not entered into any side letter, side agreement, or other agreement or arrangement (whether written or oral) with the Issuer, the Company, the Sponsor, Pemberton Zanthor, or any of their respective affiliates in connection with the PIPE Investment, other than (a) this Subscription Agreement and (b) to the extent applicable, any joinder to the Registration Rights Agreement. The Investor is subscribing for the Subscribed Shares on the same terms and conditions as all other PIPE Investors participating in the PIPE Investment, and the Investor has not been provided any terms, conditions, or benefits that are more favorable than those offered to any other PIPE Investor, except with respect to the specific Subscription Amount and number of Subscribed Shares.
2.9 Compliance with Laws.
The Investor will comply with all applicable laws, rules, and regulations with respect to the transactions contemplated by this Subscription Agreement, including, without limitation, all applicable federal and state securities laws, anti-money laundering laws and regulations (including the USA PATRIOT Act of 2001, as amended), and sanctions laws and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. The Investor is not (a) a person or entity named on the List of Specially Designated Nationals and blocked Persons maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control, or any other applicable sanctions list, or (b) directly or indirectly owned or controlled by, or acting on behalf of, any such person or entity.
2.10 Tax Matters.
The Investor has had the opportunity to review with its own tax advisors the U.S. federal, state, local, and non-U.S. tax consequences of the purchase of the Subscribed Shares and the transactions contemplated by this Subscription Agreement. The Investor is relying solely on such advisors and not on any statements or representations of the Issuer, the Company, Pemberton Zanthor, or any of their respective affiliates, agents, or representatives with respect to such tax consequences. The Investor understands that it (and not the Issuer) shall be responsible for its own tax liability that may arise as a result of the purchase of the Subscribed Shares or the transactions contemplated by this Subscription Agreement.
2.11 No Brokers.
No broker, finder, financial advisor, or other intermediary is entitled to any brokerage commission, finder's fee, or other similar fee or commission from the Investor in connection with this Subscription Agreement or the transactions contemplated hereby, other than Pemberton Zanthor, whose fees, commissions, and expenses are solely the responsibility of the Issuer pursuant to the terms of the Placement Agency Agreement between the Issuer and Pemberton Zanthor.
SECTION 3 — ISSUER REPRESENTATIONS AND WARRANTIES
The Issuer hereby represents and warrants to the Investor as of the date hereof and as of the Closing Date (except for representations and warranties that are made as of a specific date, which are made as of such date) as follows:
3.1 Organization and Good Standing.
The Issuer is a Cayman Islands exempted company, duly incorporated and validly existing under the laws of the Cayman Islands, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. The Issuer is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a material adverse effect on the Issuer. Upon the Domestication, Skybridge Fintech Holdings, Inc. (New Skybridge) will be duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to carry on the business of the Issuer and the combined company following the consummation of the Business Combination.
3.2 Authority.  The Issuer has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Subscription Agreement and to consummate the transactions contemplated hereby, including the issuance and sale of the Subscribed Shares. The execution, delivery, and performance by the Issuer of this Subscription Agreement, and the consummation by the Issuer of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Issuer, and no further corporate approval or authorization is required, other than approvals required in connection with the Business Combination that are conditions to the closing of the Business Combination Agreement. This Subscription Agreement has been duly and validly executed and delivered by the Issuer and, assuming due authorization, execution, and delivery by the Investor, constitutes a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to the Enforceability Exceptions.
3.3 Valid Issuance.
The Subscribed Shares, when issued and delivered by the Issuer (or, following the Domestication, by New Skybridge) against payment of the Subscription Amount therefor in accordance with this Subscription Agreement, will be duly authorized, validly issued, fully paid, and nonassessable, and will not have been issued in violation of or subject to any preemptive rights, rights of first refusal, subscription rights, or other similar rights of any security holder of the Issuer or New Skybridge or any other person. The issuance of the Subscribed Shares will not violate any applicable law, rule, or regulation or any agreement or instrument to which the Issuer is a party or by which the Issuer or its properties are bound.
3.4 No Conflicts.
The execution, delivery, and performance by the Issuer of this Subscription Agreement, and the consummation of the transactions contemplated hereby (including the issuance and sale of the Subscribed Shares), do not and will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (with or without the giving of notice or lapse of time, or both), or result in the acceleration of, or the creation of any lien under, the Amended and Restated Memorandum and Articles of Association of the Issuer (or, following the Domestication, the Certificate of Incorporation or Bylaws of New Skybridge), (b) conflict with or result in a breach or violation of, or constitute a default under, the Business Combination Agreement or any other material agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument to which the Issuer is a party or by which the Issuer or any of its properties or assets is bound, or (c) result in any violation of any statute, rule, regulation, order, judgment, injunction, or decree applicable to the Issuer or any of its properties or assets, except, in the case of clauses (b) and (c), for such conflicts, breaches, violations, or defaults as would not, individually or in the aggregate, have a material adverse effect on the Issuer's ability to consummate the transactions contemplated by this Subscription Agreement.
3.5 Capitalization.  As of the date hereof, the Issuer's authorized share capital consists of:
(i) 200,000,000 Class A Ordinary Shares, par value $0.0001 per share, of which 30,000,000 shares are issued and outstanding (held by public shareholders);
(ii) 20,000,000 Class B Ordinary Shares, par value $0.0001 per share, of which 7,500,000 shares are issued and outstanding (all of which are held by Ridgeway Capital Holdings LLC, the Sponsor);
(iii) 10,000,000 public warrants outstanding, each entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment in accordance with the terms of the Warrant Agreement, dated as of October 12, 2023, between the Issuer and Continental Registrars, Inc., as warrant agent; and
(iv) 8,000,000 private placement warrants held by the Sponsor, each entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, which private placement warrants were purchased by the Sponsor at an aggregate purchase price of $12,000,000.
Except as set forth above and except for the Subscribed Shares to be issued to the PIPE Investors pursuant to subscription agreements in substantially the form hereof, there are no other outstanding shares of capital stock, options, warrants, convertible notes, rights (including conversion or preemptive rights), or agreements for the purchase or acquisition from the Issuer of any shares of its capital stock. The Trust Account at Glenridge National Bank, N.A. holds approximately $312,600,000 as of March 31, 2025, consisting of the $300,000,000 in IPO proceeds and approximately $12,600,000 of accrued interest thereon.
3.6 SEC Filings.
The Issuer has timely filed (or furnished, as applicable) all reports, schedules, forms, statements, and other documents required to be filed (or furnished) by it with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the date of the IPO (collectively, the "SEC Reports"). As of their respective dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder. None of the SEC Reports, when filed (or, if amended, as of the date of the most recent amendment prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. In connection with the Business Combination, the Issuer has filed with the SEC a Registration Statement on Form S-4 (File No. 333-294817; CIK 0001948372) on April 28, 2025 (the "Form S-4"), which includes a preliminary proxy statement/prospectus relating to the Business Combination.
3.7 Business Combination Agreement.
The Issuer has entered into the Business Combination Agreement, dated as of April 14, 2025, with Pinnacle Merger Sub Inc. and Skybridge Fintech Ltd. A true, correct, and complete copy of the Business Combination Agreement (and all exhibits and schedules thereto) has been made available to the Investor or will be filed with the SEC as part of or as an exhibit to the Form S-4. As of the date hereof, the Business Combination Agreement has not been amended, modified, supplemented, or waived in any material respect, and no party thereto has given notice of termination thereof. The implied enterprise value of the Business Combination contemplated by the Business Combination Agreement is approximately $450,000,000.
3.8 Listing.  The Issuer's Class A Ordinary Shares, units, and warrants are listed and traded on Nasdaq under the symbols "PGAC," "PGACU," and "PGACW," respectively. The Issuer is in compliance in all material respects with the applicable listing and corporate governance requirements of Nasdaq. On May 5, 2025, the Issuer submitted a listing application with Nasdaq for the shares of Common Stock of New Skybridge (including the Subscribed Shares) to be listed under the ticker symbol "SBFT" upon the closing of the Business Combination. No proceedings have been initiated or, to the Issuer's knowledge, threatened by Nasdaq to delist the Issuer's securities from Nasdaq or to deny the listing of the shares of Common Stock of New Skybridge.
3.9 No Undisclosed Liabilities.
Except as disclosed in the SEC Reports filed by the Issuer prior to the date hereof (including the notes to the financial statements included therein), the Issuer does not have any material liabilities or obligations (whether absolute, accrued, contingent, or otherwise) of a type that would be required to be disclosed on a balance sheet of the Issuer prepared in accordance with U.S. generally accepted accounting principles consistently applied, other than (a) liabilities incurred in the ordinary course of business since March 31, 2025, (b) liabilities and obligations incurred in connection with the Business Combination or the transactions contemplated by this Subscription Agreement, and (c) liabilities that would not, individually or in the aggregate, be material to the Issuer.
3.10 Trust Account.
As of March 31, 2025, the Trust Account at Glenridge National Bank, N.A. holds approximately $312,600,000, consisting of the $300,000,000 in gross IPO proceeds and approximately $12,600,000 of interest earned thereon. The Trust Account is governed by the Investment Management Trust Agreement, dated as of October 12, 2023, between the Issuer and Glenridge National Bank, N.A. (the "Trust Agreement"). The Issuer has complied in all material respects with the terms and conditions of the Trust Agreement. There are no claims or proceedings pending or, to the Issuer's knowledge, threatened against the Trust Account or the funds held therein, and the Issuer has not received any notice of any claim or demand by any person seeking payment from or access to the Trust Account (other than as contemplated by the Trust Agreement and the Business Combination Agreement).
SECTION 4 — REGISTRATION RIGHTS
4.1 Registration Rights Agreement.
At the closing of the Business Combination, New Skybridge shall enter into a Registration Rights Agreement (the "Registration Rights Agreement") with the Investor and certain other parties (including the Sponsor and certain former shareholders of Skybridge), providing for, among other things, (a) customary shelf registration rights, (b) up to two (2) demand registrations per calendar year in favor of holders of Registrable Securities (as defined in the Registration Rights Agreement) that hold at least $25,000,000 in Registrable Securities, and (c) customary piggyback registration rights, in each case with respect to the Subscribed Shares and certain other shares held by the parties thereto. The Investor shall execute and deliver, at or prior to the Closing, a joinder to the Registration Rights Agreement substantially in the form attached hereto as Exhibit A. The terms and conditions of the Registration Rights Agreement shall be substantially consistent with those described in the Form S-4.
4.2 Resale Registration Statement.
The Issuer shall use commercially reasonable efforts to file with the SEC, within thirty (30) calendar days following the Closing Date, a registration statement on Form S-1 (or, if available, Form S-3) (the "Resale Registration Statement") covering the resale of all Subscribed Shares issued to the PIPE Investors, and shall use commercially reasonable efforts to cause such Resale Registration Statement to be declared effective by the SEC as promptly as practicable, and in any event within sixty (60) calendar days following the filing thereof (or ninety (90) calendar days if the SEC notifies the Issuer that it will review the Resale Registration Statement). If a shelf registration statement is not filed or does not become effective within the time periods specified in the Registration Rights Agreement, the Investor shall be entitled to the remedies set forth therein, including, without limitation, any liquidated damages or additional interest provisions contained in the Registration Rights Agreement. The Issuer shall maintain the effectiveness of the Resale Registration Statement (or any successor registration statement) until the earlier of (i) the date on which all Subscribed Shares covered thereby have been sold or (ii) the date on which all Subscribed Shares covered thereby may be sold without restriction pursuant to Rule 144 under the Securities Act (including, without limitation, the volume and manner-of-sale restrictions thereunder).
SECTION 5 — COVENANTS
5.1 Confidentiality.  (a) The Investor shall not, and shall cause its affiliates, directors, officers, employees, agents, and representatives not to, disclose the existence or terms of this Subscription Agreement or the PIPE Investment to any third party, except (i) to the Investor's legal, tax, financial, and accounting advisors (including outside counsel) who have a reasonable need to know such information and who are bound by obligations of confidentiality and non-disclosure at least as restrictive as those contained herein, (ii) as may be required by applicable law, rule, or regulation (including applicable securities laws) or by valid legal process (including a subpoena, civil investigative demand, or similar process issued by a court of competent jurisdiction or a governmental authority), provided that the Investor shall, to the extent legally permitted, promptly notify the Issuer of any such requirement and cooperate with the Issuer (at the Issuer's expense) in seeking a protective order or other appropriate remedy to limit the scope of such disclosure, or (iii) as otherwise agreed in writing with the Issuer.
(b) Notwithstanding Section 5.1(a), the Investor acknowledges and agrees that (i) the Issuer will file this Subscription Agreement (or a form thereof with the Investor's identifying information redacted, if applicable) as an exhibit to the Form S-4 or a Current Report on Form 8-K, and (ii) the Issuer may disclose the existence and terms of this Subscription Agreement and the PIPE Investment in the Form S-4, in any proxy statement or information statement relating to the Business Combination, and in other SEC filings to the extent required by applicable law, rule, or regulation. The Issuer shall use commercially reasonable efforts to provide the Investor with advance notice of, and an opportunity to review and comment upon, any disclosure of the Investor's name or the material terms of this Subscription Agreement prior to such disclosure, and shall consider in good faith any comments timely provided by the Investor.
5.2 Use of Proceeds.
The Issuer shall use the proceeds from the sale of the Subscribed Shares (together with funds released from the Trust Account and any backstop proceeds from any non-redemption or similar agreements), in substantially the following manner:
(i) to fund the consummation of the Business Combination, including any cash consideration payable to the shareholders of Skybridge pursuant to the Business Combination Agreement;
(ii) to repay in full Skybridge's outstanding revolving credit facility balance of $18,500,000 with Velthorn Commerce Bank, N.A. under that certain Credit Agreement, dated as of March 22, 2023, by and among Skybridge, as borrower, the lenders party thereto, and Velthorn Commerce Bank, N.A., as administrative agent (the "Existing Credit Facility"), which is required to be repaid in connection with the closing of the Business Combination;
(iii) to pay transaction expenses incurred in connection with the Business Combination and the PIPE Investment, which are estimated at approximately $42,000,000 in the aggregate, including, without limitation, (A) the $10,500,000 deferred underwriting fee payable to Pemberton Zanthor pursuant to the Underwriting Agreement, dated as of October 12, 2023, between the Issuer and Pemberton Zanthor relating to the IPO, (B) legal, accounting, and advisory fees, (C) placement agent fees payable to Pemberton Zanthor in connection with the PIPE Investment, (D) SEC filing fees, Nasdaq listing fees, and transfer agent fees, and (E) printing, mailing, and other customary transaction expenses; and
(iv) for general corporate purposes of the combined company following the consummation of the Business Combination.
5.3 No Short Sales.
From the date hereof until the earlier of (a) the Closing or (b) the termination of this Subscription Agreement in accordance with Section 1.4, the Investor shall not, and shall use commercially reasonable efforts to cause its affiliates and any accounts over which it exercises investment discretion not to, directly or indirectly, engage in any Short Sales (as defined below) or hedging transactions with respect to any securities of the Issuer (including the Class A Ordinary Shares, the Class B Ordinary Shares, units, or warrants of the Issuer, or, following the Domestication, shares of Common Stock or warrants of New Skybridge). As used herein, "Short Sales" means, without limitation, all "short sales" as defined in Rule 200 of Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of a prime brokerage arrangement), forward sale contracts, options, puts, calls, short sales, swaps, and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.
5.4 Tax Treatment.
The parties acknowledge and agree that (a) the Business Combination, including the Domestication, is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and the parties shall use commercially reasonable efforts to cause the Business Combination to so qualify, (b) the issuance and sale of the Subscribed Shares pursuant to this Subscription Agreement shall be treated for U.S. federal income tax purposes as a purchase of newly issued shares for cash, and (c) the Investor's initial tax basis in the Subscribed Shares shall be equal to the Subscription Amount paid by the Investor. None of the parties hereto shall take any position on any tax return or in any tax proceeding that is inconsistent with the foregoing, unless otherwise required by a final determination (within the meaning of Section 1313(a) of the Code) or a change in applicable law.
SECTION 6 — INDEMNIFICATION
6.1 Indemnification by the Issuer.
Subject to the limitations set forth in this Section 6, the Issuer shall indemnify, defend, and hold harmless the Investor and its affiliates, directors, officers, employees, agents, and representatives (each, an "Investor Indemnified Party") from and against any and all losses, damages, liabilities, claims, actions, suits, proceedings, judgments, penalties, fines, costs, and expenses (including reasonable attorneys' fees and expenses of investigation and litigation) (collectively, "Losses") incurred or suffered by any Investor Indemnified Party arising out of, resulting from, or relating to (a) any breach of, or inaccuracy in, any representation or warranty of the Issuer contained in Section 3 of this Subscription Agreement or (b) any breach or non-fulfillment of any covenant or agreement of the Issuer contained in this Subscription Agreement.
6.2 Indemnification by the Investor.
Subject to the limitations set forth in this Section 6, the Investor shall indemnify, defend, and hold harmless the Issuer and its affiliates, directors, officers, employees, agents, and representatives (each, an "Issuer Indemnified Party") from and against any and all Losses incurred or suffered by any Issuer Indemnified Party arising out of, resulting from, or relating to (a) any breach of, or inaccuracy in, any representation or warranty of the Investor contained in Section 2 of this Subscription Agreement or (b) any breach or non-fulfillment of any covenant or agreement of the Investor contained in this Subscription Agreement.
6.3 Limitations; Survival.
(a) The aggregate liability of any indemnifying party under this Section 6 shall not exceed the Subscription Amount.
(b) No claim for indemnification under this Section 6 may be made unless the indemnified party delivers written notice to the indemnifying party specifying in reasonable detail the nature and basis of the claim, the specific representations, warranties, covenants, or agreements alleged to have been breached, and the amount of Losses claimed (to the extent then known or reasonably estimable).
(c) The indemnification obligations set forth in this Section 6 shall survive the Closing and shall remain in full force and effect until the date that is eighteen (18) months following the Closing Date; provided, however, that claims for indemnification arising from fraud or willful misconduct shall survive without limitation.
(d) The remedies provided in this Section 6 shall not be exclusive and shall be in addition to any other remedies available to the parties hereto at law or in equity.
SECTION 7 — MISCELLANEOUS
7.1 Entire Agreement.
This Subscription Agreement (including the signature page hereto, the schedules, and the exhibits attached hereto) constitutes the entire agreement between the Issuer and the Investor with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to such subject matter. There are no representations, warranties, covenants, agreements, or conditions, express or implied, collateral or otherwise, between the parties in connection with the subject matter hereof except as specifically set forth herein.
7.2 Amendments and Waivers.
No provision of this Subscription Agreement may be amended, modified, supplemented, or waived unless such amendment, modification, supplement, or waiver is set forth in a written instrument duly executed by each of the Issuer and the Investor. No waiver of any provision of this Subscription Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. The failure of any party to enforce any provision of this Subscription Agreement shall not be construed as a waiver of such provision or the right of such party thereafter to enforce each and every provision of this Subscription Agreement.
7.3 Assignment.  Neither party may assign its rights or obligations under this Subscription Agreement to any other person without the prior written consent of the other party hereto; provided, however, that the Investor may assign its rights (but not its obligations) under this Subscription Agreement to (a) one or more affiliates of the Investor or (b) one or more accounts or funds managed or advised by the Investor or its affiliates over which the Investor or such affiliate exercises sole investment discretion, in each case subject to (i) compliance with all applicable securities laws, (ii) such assignee's delivery to the Issuer of a written instrument in form and substance reasonably satisfactory to the Issuer, by which such assignee agrees to be bound by all of the terms and conditions of this Subscription Agreement, and (iii) the Investor remaining liable for all of its obligations hereunder. Any purported assignment in violation of this Section 7.3 shall be null and void.
7.4 Governing Law; Jurisdiction.
(a) This Subscription Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rule or principle (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
(b) Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City and State of New York, for the purposes of any suit, action, or other proceeding arising out of or relating to this Subscription Agreement or any transaction contemplated hereby. Each party agrees that service of process may be made upon it in the manner set forth for notices in Section 7.5 or in any other manner permitted by applicable law. Each party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Subscription Agreement in any court referred to in this Section 7.4(b) and (ii) the defense of an inconvenient forum to the maintenance of any such suit, action, or proceeding in any such court.
7.5 Notices.  All notices, requests, consents, claims, demands, waivers, and other communications under this Subscription Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) when sent by e-mail of a PDF document (with confirmation of receipt by the recipient, which may be by return e-mail), (c) on the date sent by a nationally recognized overnight courier service (with written confirmation of receipt), or (d) on the third business day after the date mailed by certified or registered mail (return receipt requested, postage prepaid), in each case to the parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.5):
If to the Issuer:
Pinnacle Growth Acquisition Corp. 590 Madison Avenue, 28th Floor New York, NY 10022
Attention: Jonathan Mercer, Chief Executive Officer
and Elaine Stratford, Chief Financial Officer E-mail: jmercer@pinnaclegrowthac.com; estratford@pinnaclegrowthac.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
E-mail: washford@abtlaw.com
If to the Investor:
To the address set forth on the Investor's signature page hereto.
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 125 Broad Street, 40th Floor New York, NY 10004
Attention: James Prentice
E-mail: jprentice@calderwoodharkness.com
(Calderwood & Harkness LLP is receiving a copy of notices in connection with the Business Combination generally and on behalf of Skybridge Fintech Ltd.)
7.6 Severability.  If any term, provision, covenant, or restriction of this Subscription Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such invalid, illegal, void, or unenforceable term, provision, covenant, or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, illegal, void, or unenforceable.
7.7 Counterparts.  This Subscription Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Subscription Agreement by facsimile transmission or by electronic transmission in portable document format (".pdf") shall be as effective as delivery of a manually executed counterpart of this Subscription Agreement. Minor variations in the form of the signature page, including footers, shall be disregarded in determining the effectiveness of a signature.
7.8 No Third-Party Beneficiaries.
This Subscription Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Subscription Agreement. Notwithstanding the foregoing:
(a) Pemberton Zanthor & Co., in its capacity as placement agent, is an intended third-party beneficiary of Section 2.6 (Independent Assessment) and shall be entitled to rely on and enforce the representations and acknowledgments of the Investor set forth therein;
(b) Skybridge Fintech Ltd. is an intended third-party beneficiary of Section 2.6 (Independent Assessment) and this Section 7.8, and shall be entitled to enforce the provisions thereof directly against the Investor; and
(c) Calderwood & Harkness LLP is an intended third-party beneficiary solely with respect to the notice provision set forth in Section 7.5, to the extent that such provision provides for the delivery of copies of notices to Calderwood & Harkness LLP.
7.9 Specific Performance.
The parties hereto acknowledge and agree that irreparable damage would occur in the event that any provision of this Subscription Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that each party shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscripti

FORM OF SUBSCRIPTION AGREEMENT

PINNACLE GROWTH ACQUISITION CORP.

SUBSCRIPTION AGREEMENT

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