1009-00003 · Client 1009 · Transaction Documents

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SPONSOR SUPPORT AGREEMENT

EXECUTION VERSION

Dated as of April 14, 2025

This SPONSOR SUPPORT AGREEMENT (this "Agreement") is entered into as of April 14, 2025, by and among:

(i) Ridgeway Capital Holdings LLC, a Delaware limited liability company (the "Sponsor"), having its principal office c/o Jonathan Mercer, Managing Member, 590 Madison Avenue, 28th Floor, New York, New York 10022; and

(ii) Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company (the "PGAC" or the "Company"), having its registered office at 590 Madison Avenue, 28th Floor, New York, New York 10022, and c/o Harborstone Corporate Services Ltd., 4th Floor, Windward House, George Town, Grand Cayman KY1-1104, Cayman Islands.

Sponsor and PGAC are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, PGAC is a blank-check company formed as an exempted company under the laws of the Cayman Islands 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. PGAC completed its initial public offering (the "IPO") on October 17, 2023, raising gross proceeds of Three Hundred Million Dollars ($300,000,000) through the sale of 30,000,000 Class A ordinary shares at a price of $10.00 per share. The proceeds of the IPO, together with certain proceeds from the concurrent sale of private placement warrants, are held in a trust account at Glenridge National Bank, N.A. (the "Trust Account"). PGAC's Class A ordinary shares, units, and warrants are listed and traded on the Nasdaq Capital Market under the ticker symbols "PGAC," "PGACU," and "PGACW," respectively. PGAC is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and has filed reports with the U.S. Securities and Exchange Commission (the "SEC") under SEC File No. 333-294817, CIK 0001948372;

WHEREAS, Sponsor is the record and beneficial owner of 7,500,000 Class B ordinary shares, par value $0.0001 per share, of PGAC (the "Founder Shares"), representing approximately 20% of the issued and outstanding ordinary shares of PGAC on a post-IPO basis, and 8,000,000 warrants (the "Private Placement Warrants") to purchase Class A ordinary shares of PGAC at an exercise price of $11.50 per share, which Private Placement Warrants were purchased by Sponsor at a price of $1.50 per warrant (for an aggregate purchase price of $12,000,000) in a private placement that occurred simultaneously with the consummation of the IPO;

WHEREAS, PGAC, Pinnacle Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of PGAC ("Merger Sub"), and Skybridge Fintech Ltd., a Delaware corporation (the "Target" or "Skybridge"), have entered into that certain Business Combination Agreement, dated as of April 14, 2025 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "BCA"), pursuant to which, among other things, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Skybridge in a forward triangular merger under the Delaware General Corporation Law (the "DGCL") (the "Merger"), with Skybridge surviving the Merger as a wholly owned subsidiary of the domesticated PGAC, which shall be renamed "Skybridge Fintech Holdings, Inc." upon the consummation of the Business Combination;

WHEREAS, immediately prior to the effective time of the Merger (the "Merger Effective Time"), PGAC will effect its domestication from the Cayman Islands to the State of Delaware pursuant to Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (as revised) (the "Domestication"), upon which, among other things, each of PGAC's Class B ordinary shares then issued and outstanding will automatically convert into one (1) share of Class A common stock, par value $0.0001 per share, of the domesticated entity on a one-for-one basis;

WHEREAS, the implied enterprise value of the Business Combination is Four Hundred Fifty Million Dollars ($450,000,000), and pursuant to the terms of the BCA, the shareholders of Skybridge will receive, as merger consideration, an aggregate of 45,000,000 shares of Class A common stock of the combined company (valued at $10.00 per share at the time of the transaction) plus the right to receive up to an additional 5,000,000 shares of Class A common stock of the combined company as earnout consideration (the "Earnout Shares"), subject to the achievement of certain stock price milestones following the Closing, all as more fully described in the BCA;

WHEREAS, concurrently with the execution of the BCA, PGAC has entered into subscription agreements with certain institutional investors (collectively, the "PIPE Investors") providing for private investment in public equity ("PIPE") commitments aggregating One Hundred Fifty Million Dollars ($150,000,000) for the purchase of 15,000,000 shares of Class A common stock of the combined company at a price of $10.00 per share, allocated as follows: Hargrove Institutional Partners, LP ($60,000,000), Stonewall Global Equity Fund ($40,000,000), Meridian Crossover Fund III, LP ($25,000,000), and Canfield Asset Management, LLC ($25,000,000). Additionally, PGAC has entered into a backstop and non-redemption agreement with Velthryn Strategic Investments, LP (the "Backstop Investor"), pursuant to which the Backstop Investor has committed to purchase up to 5,000,000 shares of Class A common stock of the combined company at a price of $10.25 per share (for a maximum commitment of $51,250,000), the proceeds of which are intended to supplement available cash in the event of significant public shareholder redemptions;

WHEREAS, as a material condition and inducement to Skybridge's willingness to enter into the BCA, and in consideration of the mutual covenants and agreements set forth herein and in the BCA, Sponsor has agreed to enter into this Agreement to, among other things: (a) vote all of its Covered Shares in favor of the Business Combination and the other Proposals at the EGM; (b) subject certain Founder Shares to forfeiture at the Closing; (c) irrevocably waive certain anti-dilution protections applicable to the Founder Shares; (d) agree to certain transfer restrictions and lock-up provisions with respect to its Covered Shares and Private Placement Warrants; and (e) take certain other actions as set forth more fully herein; and

WHEREAS, Jonathan Mercer is the managing member of Sponsor and has full power and authority to execute and deliver this Agreement on behalf of Sponsor and to bind Sponsor to the terms and obligations set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and 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 Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

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

"Additional Forfeiture Shares" means 500,000 Founder Shares (or, following the Domestication, 500,000 shares of Class A common stock into which such Founder Shares shall have converted) that are subject to forfeiture by Sponsor in the event that Excess Redemptions have occurred, as set forth in Section 3.2.

"Agreement" has the meaning set forth in the preamble.

"Available Cash" has the meaning ascribed to such term in the BCA. For purposes of clarity, Available Cash refers to the aggregate amount of cash available to the combined company at the Closing, calculated as the amount remaining in the Trust Account after giving effect to all public shareholder redemptions, plus the aggregate proceeds received from the PIPE Investors and the Backstop Investor at or prior to the Closing, minus the aggregate amount of Transaction Expenses (as defined in the BCA) paid or payable at the Closing. Available Cash must equal or exceed $200,000,000 as a condition to Skybridge's obligation to consummate the Closing.

"Backstop Investor" means Velthryn Strategic Investments, LP.

"Base Forfeiture Shares" means 500,000 Founder Shares (or, following the Domestication, 500,000 shares of Class A common stock into which such Founder Shares shall have converted) that are subject to forfeiture by Sponsor at the Closing, as set forth in Section 3.1.

"BCA" means that certain Business Combination Agreement, dated as of April 14, 2025, by and among PGAC, Merger Sub, and Skybridge, as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Business Combination" means the transactions contemplated by the BCA, including the Domestication, the Merger, the PIPE investment, the backstop investment, and all related transactions.

"Closing" means the closing of the Business Combination as contemplated by the BCA, which is projected to occur on or about July 21, 2025.

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

"Combined Company" means Skybridge Fintech Holdings, Inc. (formerly PGAC, as domesticated), following the consummation of the Business Combination.

"Company" has the meaning set forth in the preamble.

"Covered Shares" means (a) all 7,500,000 Founder Shares (Class B ordinary shares, par value $0.0001 per share, of PGAC, or, following the Domestication, shares of Class A common stock into which such Founder Shares shall have converted) and (b) any other equity securities of PGAC (including any ordinary shares, common stock, preferred shares, or other equity interests) acquired by Sponsor after the date hereof and prior to the termination of this Agreement, whether acquired by purchase, conversion, exercise, exchange, dividend, distribution, or otherwise.

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

"Domestication" means the re-domiciliation of PGAC from the Cayman Islands to the State of Delaware effected pursuant to Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (as revised), immediately prior to the Merger Effective Time.

"Earnout Shares" means up to 5,000,000 shares of Class A common stock of the Combined Company issuable to former shareholders of Skybridge upon the achievement of certain stock price milestones, as set forth in the BCA.

"EGM" means the extraordinary general meeting of the shareholders of PGAC to be called and held for the purpose of, among other things, obtaining shareholder approval of the Proposals, which is projected to be held on or about July 18, 2025, or any adjournment or postponement thereof.

"Excess Redemptions" means the circumstance in which, as of the Redemption Deadline (as defined in PGAC's Amended and Restated Memorandum and Articles of Association) for the EGM, holders of more than seventy-five percent (75%) of the then-outstanding Class A ordinary shares of PGAC (that is, more than 22,500,000 of the 30,000,000 Class A ordinary shares outstanding as of the date hereof) have validly elected (and not withdrawn their election) to redeem their Class A ordinary shares in connection with the Business Combination.

"Extended Outside Date" means January 14, 2026, which is the date to which the Outside Date may be extended in accordance with the terms of the BCA if the sole outstanding condition to the Closing at the Outside Date is a regulatory or SEC-related condition.

"Forfeiture Shares" means, collectively, the Base Forfeiture Shares and, if applicable, the Additional Forfeiture Shares.

"Founder Shares" means the 7,500,000 Class B ordinary shares, par value $0.0001 per share, of PGAC held by Sponsor as of the date hereof, as identified on Schedule A hereto, and any shares of Class A common stock of the domesticated entity into which such Class B ordinary shares are converted in connection with the Domestication.

"Founder Share Lock-Up Period" has the meaning set forth in Section 5.1.

"IPO" means the initial public offering of PGAC completed on October 17, 2023.

"Lock-Up Period" means (a) with respect to the Founder Shares (and the shares of Class A common stock into which they convert), the Founder Share Lock-Up Period, and (b) with respect to the Private Placement Warrants, the Warrant Lock-Up Period.

"Material Adverse Effect" has the meaning ascribed to such term in Article I of the BCA.

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

"Merger Effective Time" means the effective time of the Merger as specified in the certificate of merger to be filed with the Secretary of State of the State of Delaware.

"Merger Sub" means Pinnacle Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of PGAC.

"Outside Date" means October 14, 2025, unless extended to the Extended Outside Date in accordance with the terms of the BCA.

"Party" and "Parties" have the meanings set forth in the preamble.

"PGAC" has the meaning set forth in the preamble.

"PIPE Investors" means, collectively, Hargrove Institutional Partners, LP, Stonewall Global Equity Fund, Meridian Crossover Fund III, LP, and Canfield Asset Management, LLC.

"Private Placement Warrants" means the 8,000,000 warrants held by Sponsor, each exercisable for one Class A ordinary share (or, following the Domestication, one share of Class A common stock) of PGAC at an exercise price of $11.50 per share, as identified on Schedule A hereto.

"Proposals" means all proposals to be submitted to the shareholders of PGAC for approval at the EGM in connection with the Business Combination, including, without limitation: (a) the proposal to approve and adopt the BCA and the transactions contemplated thereby (including the Merger); (b) the proposal to approve the Domestication; (c) the proposal to approve the issuance of shares of Class A common stock of the Combined Company to the shareholders of Skybridge, the PIPE Investors, and the Backstop Investor in connection with the Business Combination; (d) the proposal to adopt the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc.; (e) the proposal to approve and adopt the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc.; and (f) any other proposal reasonably determined by PGAC and Skybridge to be necessary or desirable for the consummation of the Business Combination, including any proposal to adjourn or postpone the EGM to a later date to permit further solicitation of proxies.

"Redemption Deadline" means the deadline established by PGAC for holders of Class A ordinary shares to validly elect to redeem their Class A ordinary shares in connection with the EGM and the Business Combination, as specified in the proxy statement/prospectus distributed to PGAC shareholders.

"Registration Rights Agreement" means the registration rights agreement to be entered into at the Closing among the Combined Company, Sponsor, certain former shareholders of Skybridge, and the PIPE Investors, providing for shelf registration, demand registration, and piggyback registration rights, substantially in the form attached as an exhibit to the BCA.

"SEC" means the U.S. Securities and Exchange Commission.

"Skybridge" or "Target" means Skybridge Fintech Ltd., a Delaware corporation.

"Sponsor" has the meaning set forth in the preamble.

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

"Transfer" means any direct or indirect sale, assignment, transfer, pledge, hypothecation, encumbrance, gift, bequest, distribution, or other disposition (whether voluntarily or involuntarily, by operation of law or otherwise), including the entry into any swap, hedging, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the applicable securities, whether any such transaction is to be settled by delivery of securities, in cash, or otherwise.

"Trust Account" means the trust account maintained at Glenridge National Bank, N.A. into which the proceeds of the IPO and the sale of the Private Placement Warrants were deposited, which held a balance of approximately $312,600,000 as of March 31, 2025.

"Warrant Lock-Up Period" has the meaning set forth in Section 5.2.

Section 1.2 Interpretation. Unless the context otherwise requires: (a) capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the BCA; (b) words in the singular shall include the plural and vice versa; (c) references to "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, or provision hereof; (d) references to any Article, Section, Schedule, or Exhibit shall refer to the corresponding Article, Section, Schedule, or Exhibit of this Agreement; (e) references to any statute or law shall include all rules and regulations promulgated thereunder and all amendments, supplements, and successor statutes and laws; (f) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (g) references to "dollars" or "$" shall mean United States dollars; (h) references to a "person" shall include any individual, corporation, limited liability company, partnership, trust, joint venture, association, governmental authority, or any other entity; (i) the headings and captions of the Articles and Sections of this Agreement are for convenience of reference only and shall not affect the interpretation or construction hereof; and (j) references to "business days" shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in New York, New York are authorized or required by law to close.

ARTICLE II

VOTING AND APPROVAL COVENANTS

Section 2.1 Agreement to Vote. Sponsor hereby irrevocably and unconditionally agrees that, from and after the date of this Agreement until the earlier of (x) the Closing and (y) the valid termination of the BCA in accordance with its terms, Sponsor shall, and shall cause any other record holder of any Covered Shares to:

(a) vote (or cause to be voted) all Covered Shares held by Sponsor or any of its affiliates, at the EGM (or at any adjournment or postponement thereof), whether by attendance in person or by proxy, in favor of each of the Proposals, including, without limitation, the approval and adoption of the BCA and the transactions contemplated thereby (including the Merger), the approval of the Domestication, the approval of the issuance of shares of Class A common stock to Skybridge shareholders, the PIPE Investors, and the Backstop Investor, the adoption of the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc., the approval and adoption of the 2025 Equity Incentive Plan, and any adjournment proposal;

(b) vote (or cause to be voted) all Covered Shares against (i) any competing acquisition proposal, alternative business combination, or competing transaction involving PGAC (other than the Business Combination), (ii) any amendment to PGAC's Amended and Restated Memorandum and Articles of Association (or any successor governing document) that would adversely affect, impede, frustrate, prevent, or delay the consummation of the Business Combination in any material respect, and (iii) any action, proposal, transaction, or agreement that would reasonably be expected to result in a breach of any covenant, representation, or warranty or any other obligation or agreement of PGAC or Sponsor contained in the BCA or this Agreement or that would reasonably be expected to result in any condition to the Closing under the BCA not being satisfied; and

(c) not vote any Covered Shares in favor of, or consent to, and not enter into any agreement, commitment, or arrangement with any person with respect to, any competing acquisition proposal, alternative business combination, or any other action, agreement, or transaction that is intended to or would reasonably be expected to impede, interfere with, prevent, or materially delay the Business Combination or the consummation of any of the transactions contemplated by the BCA or this Agreement.

The obligations set forth in this Section 2.1 shall apply at the EGM and at every adjournment or postponement thereof, and at every other meeting of the shareholders of PGAC (or action by written consent in lieu thereof) at which any of the Proposals (or any amended version thereof) are submitted for the approval of PGAC's shareholders.

Section 2.2 Quorum. Sponsor shall, and shall cause any other record holder of any Covered Shares to, ensure that all Covered Shares are present (in person or represented by proxy) at the EGM and at any adjournment or postponement thereof, so that all Covered Shares are counted for purposes of determining the presence of a quorum at such meeting. The Parties acknowledge that, as of the date hereof, the requisite approval for each Proposal is an ordinary resolution requiring the affirmative vote of a simple majority of the votes cast by shareholders present in person or represented by proxy at the EGM and entitled to vote thereon (or, in the case of certain matters, such other approval threshold as may be required under PGAC's governing documents or applicable law).

Section 2.3 No Redemption. Sponsor hereby irrevocably and unconditionally agrees that:

(a) Sponsor shall not, and shall cause its affiliates not to, exercise any redemption rights or any other similar rights (whether under PGAC's Amended and Restated Memorandum and Articles of Association, the trust agreement governing the Trust Account, or otherwise) with respect to any Covered Shares or Private Placement Warrants in connection with the Business Combination, the EGM, or any adjournment or postponement thereof;

(b) Sponsor shall not, and shall cause its affiliates not to, tender any Covered Shares in connection with any shareholder redemption, tender offer, or exchange offer related to the Business Combination; and

(c) Sponsor hereby irrevocably waives any right it may have, whether now or hereafter, to receive any portion of the funds held in the Trust Account with respect to the Covered Shares, whether pursuant to the Amended and Restated Memorandum and Articles of Association, the trust agreement governing the Trust Account, or otherwise. For the avoidance of doubt, this waiver applies to all Covered Shares held by Sponsor as of the date hereof and any additional equity securities of PGAC acquired by Sponsor after the date hereof.

Section 2.4 Grant of Proxy. In furtherance of the voting obligations set forth in Section 2.1, Sponsor hereby irrevocably grants to PGAC (and any designee of PGAC approved by Skybridge) a proxy to vote all of the Covered Shares in accordance with Section 2.1 at the EGM and at any adjournment or postponement thereof, in the event that Sponsor fails to vote (or cause to be voted) the Covered Shares in accordance with the terms of Section 2.1. Sponsor acknowledges and agrees that such proxy is coupled with an interest and is irrevocable and shall not be terminated or revoked by any act of Sponsor, by operation of law, or by the occurrence of any event, including the death, disability, or incapacity of any individual who is a member, manager, officer, or agent of Sponsor. Sponsor hereby revokes any other proxy or power of attorney previously granted by Sponsor with respect to the Covered Shares that is inconsistent with the proxy granted in this Section 2.4. The proxy granted pursuant to this Section 2.4 shall automatically terminate upon the valid termination of this Agreement in accordance with Article IX.

ARTICLE III

SHARE FORFEITURE

Section 3.1 Base Forfeiture. At the Closing, and as a condition thereto, Sponsor shall forfeit and surrender to PGAC (or its successor, Skybridge Fintech Holdings, Inc.) for no consideration whatsoever, 500,000 Class B ordinary shares of PGAC (or, if the Domestication has been effected prior to such time, 500,000 shares of Class A common stock of the domesticated entity into which such Class B ordinary shares shall have been converted) (collectively, the "Base Forfeiture Shares"). The Base Forfeiture Shares shall, immediately upon such forfeiture and surrender, be cancelled and retired by the Combined Company and shall cease to be outstanding and shall not be reissued. Following the forfeiture and cancellation of the Base Forfeiture Shares and assuming no Excess Redemptions have occurred, Sponsor shall retain 7,000,000 Founder Shares (or shares of Class A common stock into which such Founder Shares have converted).

Section 3.2 Additional Forfeiture upon Excess Redemptions. In the event that, as of the Redemption Deadline for the EGM, Excess Redemptions have occurred (that is, holders of more than 22,500,000 of the 30,000,000 outstanding Class A ordinary shares of PGAC have validly elected, and not withdrawn their election, to redeem their Class A ordinary shares in connection with the Business Combination), Sponsor shall, at the Closing (and as an additional condition thereto), forfeit and surrender to PGAC (or its successor, Skybridge Fintech Holdings, Inc.) for no consideration whatsoever, an additional 500,000 Class B ordinary shares of PGAC (or, if the Domestication has been effected prior to such time, 500,000 shares of Class A common stock of the domesticated entity into which such Class B ordinary shares shall have been converted) (collectively, the "Additional Forfeiture Shares"). The Additional Forfeiture Shares shall, immediately upon such forfeiture and surrender, be cancelled and retired by the Combined Company and shall cease to be outstanding and shall not be reissued. In the event of Excess Redemptions, the cumulative number of Forfeiture Shares forfeited and cancelled by Sponsor shall be 1,000,000 shares, and Sponsor shall retain a net of 6,500,000 Founder Shares (or shares of Class A common stock into which such Founder Shares have converted).

Section 3.3 Mechanics of Forfeiture. To facilitate the forfeiture and cancellation of the Forfeiture Shares as contemplated by Sections 3.1 and 3.2:

(a) Sponsor shall deliver, or cause to be delivered, to Continental Registrars, Inc. (in its capacity as transfer agent for PGAC and the Combined Company, the "Transfer Agent"), no later than one (1) business day prior to the anticipated Closing Date, share certificates representing the Forfeiture Shares or, if the Forfeiture Shares are held in book-entry form, irrevocable book-entry delivery instructions in form and substance reasonably satisfactory to PGAC and Skybridge, authorizing and directing the Transfer Agent to transfer the Forfeiture Shares from Sponsor's account to the account of PGAC (or the Combined Company, as applicable) for cancellation effective upon the Closing.

(b) Upon the Closing, the Combined Company shall promptly instruct the Transfer Agent to cancel the Forfeiture Shares on the stock register of the Combined Company and to reflect such cancellation on the books and records of the Combined Company. The Combined Company shall take all actions necessary or desirable to effectuate such cancellation, including filing any necessary amendments to its charter documents or stock ledger.

(c) Sponsor shall execute and deliver to PGAC and the Transfer Agent such stock powers, letters of transmittal, and other instruments and documents as PGAC or the Transfer Agent may reasonably request in connection with the forfeiture and cancellation of the Forfeiture Shares.

Section 3.4 Pro Forma Impact. The Parties acknowledge and agree that the forfeiture provisions of this Article III are intended to have the following pro forma impact on Sponsor's ownership of the Combined Company (in each case, assuming full conversion of Founder Shares into Class A common stock at the Domestication and without giving effect to the exercise of any Private Placement Warrants, public warrants, or the issuance of any Earnout Shares or shares under the 2025 Equity Incentive Plan):

(a) No-Redemption Scenario: In the event that no Class A ordinary shares are redeemed by public shareholders, Sponsor would retain 7,000,000 shares of Class A common stock, representing approximately 7.2% of the estimated 97,000,000 total shares of Class A common stock outstanding immediately following the Closing (consisting of 30,000,000 shares formerly held by public shareholders, 7,000,000 shares retained by Sponsor, 45,000,000 shares issued to former Skybridge shareholders, and 15,000,000 shares issued to the PIPE Investors).

(b) Maximum-Redemption Scenario (with Backstop): In the event of maximum redemptions (assuming Excess Redemptions occur), Sponsor would retain 6,500,000 shares of Class A common stock, representing approximately 8.4% of the estimated 77,000,000 total shares of Class A common stock outstanding immediately following the Closing (consisting of approximately 5,500,000 shares formerly held by non-redeeming public shareholders, 6,500,000 shares retained by Sponsor, 45,000,000 shares issued to former Skybridge shareholders, 15,000,000 shares issued to the PIPE Investors, and up to 5,000,000 shares issued to the Backstop Investor).

(c) For the avoidance of doubt, the foregoing calculations exclude the impact of (i) the 8,000,000 Private Placement Warrants (exercise price $11.50 per share), (ii) the 10,000,000 public warrants (exercise price $11.50 per share), and (iii) up to 5,000,000 Earnout Shares.

ARTICLE IV

WAIVER OF ANTI-DILUTION ADJUSTMENTS

Section 4.1 Waiver of Anti-Dilution Rights. Sponsor hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or claim the benefit of, any anti-dilution, adjustment, conversion ratio adjustment, or similar protective rights applicable to the Founder Shares (Class B ordinary shares of PGAC) under PGAC's Amended and Restated Memorandum and Articles of Association, the Cayman Islands Companies Act (as revised), or any other agreement or governing document of PGAC (or any successor governing document of the Combined Company) that would otherwise be triggered by, arise as a result of, or be applicable in connection with, the issuance of equity securities of PGAC or the Combined Company in connection with the Business Combination, including, without limitation, shares issuable:

(a) to the shareholders of Skybridge as merger consideration (45,000,000 shares);

(b) to the PIPE Investors (15,000,000 shares);

(d) as Earnout Shares to former Skybridge shareholders (up to 5,000,000 shares); and

(e) pursuant to any equity incentive plan of the Combined Company approved in connection with the Business Combination.

Without limiting the generality of the foregoing, Sponsor acknowledges and agrees that the Founder Shares shall convert into shares of Class A common stock of the domesticated entity at the Domestication on a one-for-one basis, without any upward adjustment for dilution, regardless of the number of additional shares issued or issuable by PGAC or the Combined Company in connection with the Business Combination or otherwise. Sponsor agrees that this waiver shall be effective and binding regardless of whether the issuances described above result in the conversion ratio for the Founder Shares being less favorable to Sponsor than the ratio that would otherwise apply under PGAC's governing documents.

Section 4.2 Waiver of Adjustment to Conversion Ratio. Sponsor hereby further confirms and agrees that the conversion ratio applicable to the Founder Shares in connection with the Domestication shall be one-for-one (that is, each Class B ordinary share shall convert into one (1) share of Class A common stock of the domesticated entity), and that such conversion ratio shall not be adjusted upward under any circumstances, notwithstanding any provision of PGAC's Amended and Restated Memorandum and Articles of Association or any other governing document, agreement, or instrument that would otherwise provide for such an upward adjustment in the event that PGAC issues additional ordinary shares, equity-linked securities, or other equity interests in connection with the Business Combination or for any other reason. The waiver set forth in this Section 4.2 is in addition to, and not in limitation of, the waiver set forth in Section 4.1.

ARTICLE V

TRANSFER RESTRICTIONS

Section 5.1 Lock-Up on Founder Shares. Subject to Section 5.3 and Section 5.4, Sponsor hereby agrees that it shall not, and shall not permit any of its affiliates to, Transfer any Founder Shares (or any shares of Class A common stock of the Combined Company into which such Founder Shares are converted in connection with the Domestication) during the period (the "Founder Share Lock-Up Period") commencing at the Closing and ending on the date that is twelve (12) months after the Closing Date; provided, however, that the Founder Share Lock-Up Period shall terminate earlier than the twelve (12)-month anniversary of the Closing Date upon the occurrence of either of the following events:

(a) the closing price of the Class A common stock of the Combined Company on the Nasdaq Capital Market (or such other national securities exchange on which such shares are then listed) equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and similar transactions occurring after the Closing Date) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing at least one hundred fifty (150) days after the Closing Date; or

(b) the Combined Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of the public stockholders of the Combined Company having the right to exchange their shares of Class A common stock for cash, securities, or other property.

Section 5.2 Lock-Up on Private Placement Warrants. Subject to Section 5.3 and Section 5.4, Sponsor hereby agrees that it shall not, and shall not permit any of its affiliates to, Transfer any Private Placement Warrants during the period (the "Warrant Lock-Up Period") commencing at the Closing and ending on the date that is thirty (30) days after the Closing Date. Following the expiration of the Warrant Lock-Up Period, the Private Placement Warrants shall be freely transferable by Sponsor (subject to compliance with applicable securities law restrictions, including the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder).

Section 5.3 Pre-Closing Transfer Restrictions. From the date hereof through the Closing (or, if earlier, the valid termination of the BCA in accordance with its terms), Sponsor shall not, and shall not permit any of its affiliates to, Transfer any Covered Shares or Private Placement Warrants, except for:

(a) Transfers to officers, directors, partners, members, managers, or affiliates of Sponsor or its affiliates; provided that, as a condition to any such Transfer, the proposed transferee executes and delivers to PGAC (with a copy to Skybridge) a joinder agreement, substantially in the form attached hereto as Exhibit A, agreeing to be bound by all of the terms and conditions of this Agreement as if such transferee were an original signatory hereto; or

(b) Transfers made for bona fide estate planning purposes, including Transfers to trusts controlled by Sponsor or its members for the benefit of Sponsor's members or their family members; provided that (i) Sponsor obtains the prior written consent of Skybridge (such consent not to be unreasonably withheld, conditioned, or delayed) and (ii) the proposed transferee executes and delivers a joinder agreement substantially in the form attached hereto as Exhibit A.

For the avoidance of doubt, no Transfer permitted under this Section 5.3 shall relieve Sponsor of its obligations under this Agreement, and Sponsor shall remain liable for the performance by any such transferee of the obligations of Sponsor hereunder.

Section 5.4 Permitted Transferees. Any transferee to whom Covered Shares or Private Placement Warrants are Transferred during the applicable Lock-Up Period (whether the Founder Share Lock-Up Period, the Warrant Lock-Up Period, or the pre-Closing transfer restriction period under Section 5.3) shall be required, as a condition precedent to such Transfer, to execute and deliver a joinder agreement, substantially in the form attached hereto as Exhibit A, agreeing to be bound by all of the terms and conditions of this Agreement as if such transferee were an original signatory hereto, including, without limitation, all voting obligations, forfeiture provisions, transfer restrictions, lock-up periods, and anti-dilution waivers. Any purported Transfer of Covered Shares or Private Placement Warrants in violation of this Article V shall be null and void, and PGAC (or the Combined Company, as applicable) shall not, and shall instruct the Transfer Agent not to, register any such purported Transfer on its books.

ARTICLE VI

ADDITIONAL COVENANTS

Section 6.1 No Solicitation of Competing Proposals. From and after the date hereof until the earlier of (x) the Closing and (y) the valid termination of the BCA in accordance with its terms, Sponsor shall not, and shall cause its affiliates, members, managers, officers, employees, representatives, and agents not to, directly or indirectly: (a) solicit, initiate, encourage, facilitate, or induce any inquiry, proposal, or offer with respect to any alternative business combination, competing transaction, or any merger, acquisition, consolidation, share exchange, recapitalization, liquidation, dissolution, or similar transaction involving PGAC (other than the Business Combination as contemplated by the BCA); (b) enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with, any such alternative business combination or competing transaction; or (c) enter into any agreement, letter of intent, term sheet, or similar arrangement with respect to any such alternative business combination or competing transaction. Sponsor shall promptly (and in any event within two (2) business days) notify PGAC and Skybridge of the receipt by Sponsor or any of its affiliates, representatives, or agents of any inquiry, proposal, or offer relating to any alternative business combination or competing transaction, including the identity of the person making such inquiry, proposal, or offer and the material terms thereof.

Section 6.2 Support of Regulatory Filings. Sponsor shall reasonably cooperate with PGAC, Merger Sub, and Skybridge in connection with the preparation and filing of any filings, registrations, declarations, notices, or other documents required to be filed with or submitted to the SEC (including the Registration Statement on Form S-4, SEC File No. 333-294817, and the proxy statement/prospectus contained therein), the Nasdaq Capital Market, or any other governmental authority, self-regulatory organization, or stock exchange in connection with the Business Combination. Without limiting the generality of the foregoing, Sponsor shall (a) promptly provide to PGAC and Skybridge all information regarding Sponsor that is reasonably requested by PGAC or Skybridge for inclusion in the Registration Statement, proxy statement/prospectus, or any other filing or document required in connection with the Business Combination, (b) review and comment on (and use reasonable efforts to respond promptly to comments regarding) the portions of any such filing or document that relate to or contain information regarding Sponsor, and (c) promptly notify PGAC and Skybridge if Sponsor becomes aware that any information provided by Sponsor for inclusion in any such filing or document has become false or misleading in any material respect or requires amendment or supplementation.

Section 6.3 Trust Account Waiver. Sponsor hereby acknowledges and agrees that it has no right, title, interest, or claim of any kind in or to, and hereby irrevocably waives any right it may have to, the funds held in the Trust Account (which held a balance of approximately $312,600,000 as of March 31, 2025), and agrees that it shall not seek recourse against the Trust Account for any reason whatsoever. Without limiting the foregoing, Sponsor agrees that it shall not bring, commence, institute, maintain, or pursue, and shall cause its affiliates not to bring, commence, institute, maintain, or pursue, any claim, action, suit, proceeding, or demand against the Trust Account, Glenridge National Bank, N.A. (in its capacity as trustee of the Trust Account), or PGAC relating to or arising out of the Trust Account, the funds held therein, or the trust agreement governing the Trust Account. This Section 6.3 shall survive any termination of this Agreement and shall remain in full force and effect regardless of whether the Business Combination is consummated.

Section 6.4 Further Assurances. From and after the date hereof, Sponsor shall execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, agreements, and certificates, and shall take such further actions, as may be reasonably requested by PGAC or Skybridge and as may be reasonably necessary or desirable to effectuate the purposes and intent of this Agreement and to carry out the provisions hereof, including the delivery of signatures, consents, authorizations, instructions, stock powers, and other instruments in connection with the Domestication, the Merger, and the Closing.

Section 6.5 Insider Letter / Registration Rights. Sponsor hereby acknowledges and agrees that it is a party to, and shall continue to comply with the terms and conditions of, the insider letter agreement previously executed by Sponsor in connection with the IPO. Sponsor further acknowledges that, at the Closing, it shall become a party to the Registration Rights Agreement to be executed among the Combined Company (Skybridge Fintech Holdings, Inc.), Sponsor, certain former shareholders of Skybridge, and the PIPE Investors, which will provide Sponsor and the other parties thereto with shelf registration, demand registration, and piggyback registration rights with respect to their shares of Class A common stock and other registrable securities of the Combined Company. Sponsor shall comply with its obligations under the Registration Rights Agreement in all material respects and shall not take any action that would materially impair the rights of the other parties thereto.

Section 6.6 Acknowledgment of Earnout. Sponsor hereby acknowledges and agrees that, pursuant to the BCA, the former shareholders of Skybridge may be entitled to receive up to an aggregate of 5,000,000 additional shares of Class A common stock of the Combined Company as Earnout Shares, allocated as follows:

(a) Tranche 1: 2,500,000 Earnout Shares shall be issued to the former Skybridge shareholders if the volume-weighted average price ("VWAP") of the Class A common stock of the Combined Company equals or exceeds $12.50 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period during the twenty-four (24)-month period commencing on the Closing Date; and

(b) Tranche 2: 2,500,000 Earnout Shares shall be issued to the former Skybridge shareholders if the VWAP of the Class A common stock of the Combined Company equals or exceeds $15.00 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period during the thirty-six (36)-month period commencing on the Closing Date.

Sponsor agrees that the issuance of any Earnout Shares shall not trigger, and Sponsor shall not assert or claim the benefit of, any anti-dilution, adjustment, conversion ratio adjustment, or similar protective rights under PGAC's governing documents, this Agreement, or otherwise. The waiver set forth in Article IV shall apply in full to the issuance of any Earnout Shares.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF SPONSOR

Sponsor hereby represents and warrants to PGAC as of the date hereof as follows:

Section 7.1 Organization and Authority. Sponsor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Employer Identification Number: 87-1093847). Sponsor has all requisite limited liability company power and authority to own, lease, and operate its properties and assets, to carry on its business as presently conducted, and to execute, deliver, and perform its obligations under this Agreement. Jonathan Mercer is the sole managing member of Sponsor and is duly authorized to execute and deliver this Agreement on behalf of Sponsor and to bind Sponsor to the terms and obligations set forth herein. The execution, delivery, and performance of this Agreement by Sponsor has been duly authorized by all necessary action on the part of Sponsor, and no other proceedings on the part of Sponsor or its members are necessary to authorize the execution, delivery, or performance of this Agreement.

Section 7.2 Ownership of Covered Shares. Sponsor is the sole record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of exactly 7,500,000 Class B ordinary shares, par value $0.0001 per share, of PGAC (constituting all of the Founder Shares) and 8,000,000 Private Placement Warrants, in each case as set forth on Schedule A hereto. All of the Covered Shares are held by Sponsor free and clear of all liens, pledges, security interests, mortgages, charges, encumbrances, adverse claims, options, rights of first refusal, community property rights, and restrictions of any kind or nature, other than (a) restrictions imposed by this Agreement, (b) restrictions imposed by PGAC's Amended and Restated Memorandum and Articles of Association and the insider letter agreement, (c) restrictions arising under applicable federal or state securities laws, and (d) restrictions arising under the trust agreement governing the Trust Account. Except for the Founder Shares and the Private Placement Warrants, Sponsor does not own, beneficially or of record, any other equity securities of PGAC (including any ordinary shares, warrants, options, convertible securities, or other rights to acquire equity securities of PGAC), and Sponsor is not party to any agreement, arrangement, or understanding to acquire any such additional equity securities.

Section 7.3 No Conflicts. The execution, delivery, and performance by Sponsor of this Agreement, and the consummation by Sponsor of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of Sponsor's certificate of formation, limited liability company agreement, or other organizational documents, (b) conflict with, violate, result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the termination, cancellation, modification, or acceleration of any obligation under, or give rise to any right of termination, cancellation, modification, or acceleration under, any contract, agreement, commitment, instrument, license, permit, or other arrangement to which Sponsor is a party or by which Sponsor or any of its assets or properties are bound, or (c) conflict with or violate any applicable law, rule, regulation, order, judgment, decree, or governmental restriction applicable to Sponsor or any of its assets or properties.

Section 7.4 Enforceability. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes the legal, valid, and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, or similar laws affecting creditors' rights generally and (b) general principles of equity, whether applied in a court of law or equity (collectively, the "Enforceability Exceptions").

Section 7.5 No Litigation. As of the date hereof, there is no action, suit, claim, proceeding, arbitration, mediation, or investigation pending or, to Sponsor's knowledge, threatened against Sponsor or any of its members, managers, officers, or affiliates, at law or in equity, before or by any court, arbitrator, or governmental authority, that (a) challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of the transactions contemplated by this Agreement or (b) would, individually or in the aggregate, reasonably be expected to adversely affect Sponsor's ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

Section 7.6 Accredited Investor Status. Sponsor is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. Sponsor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in PGAC and the Business Combination. Sponsor has had the opportunity to ask questions of, and receive answers from, the management of PGAC concerning the Business Combination and the terms and conditions of this Agreement.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES OF PGAC

PGAC hereby represents and warrants to Sponsor as of the date hereof as follows:

Section 8.1 Organization and Authority. PGAC is an exempted company duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands. PGAC has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by PGAC has been duly authorized by all necessary corporate action on the part of PGAC, and no other corporate proceedings on the part of PGAC are necessary to authorize the execution, delivery, or performance of this Agreement. Upon the effectiveness of the Domestication, PGAC (as renamed Skybridge Fintech Holdings, Inc.) will be a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (Employer Identification Number: 88-3654921).

Section 8.2 Enforceability. This Agreement has been duly and validly executed and delivered by PGAC and constitutes the legal, valid, and binding obligation of PGAC, enforceable against PGAC in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions.

Section 8.3 No Conflicts. The execution, delivery, and performance by PGAC of this Agreement, and the consummation by PGAC of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of PGAC's Amended and Restated Memorandum and Articles of Association or other governing documents, or (b) conflict with or violate any applicable law, rule, regulation, order, judgment, decree, or governmental restriction applicable to PGAC or any of its assets or properties.

ARTICLE IX

TERMINATION

Section 9.1 Termination Events. This Agreement shall automatically terminate (subject to Section 9.3) upon the earliest to occur of:

(a) the Closing, at which point (i) the voting obligations set forth in Article II shall be deemed satisfied and shall terminate, (ii) the forfeiture provisions set forth in Article III shall be deemed consummated and shall terminate (except for any continuing obligations related to the mechanics of cancellation), and (iii) the lock-up obligations, post-closing covenants, and other obligations that by their terms are to be performed after the Closing shall survive as provided herein;

(b) the valid termination of the BCA in accordance with its terms, including, without limitation, upon the expiration of the Outside Date (October 14, 2025) or the Extended Outside Date (January 14, 2026), as applicable, without the Closing having occurred, or upon the termination of the BCA by mutual written agreement of PGAC and Skybridge or by either such party in accordance with the termination provisions set forth therein; or

(c) the mutual written agreement of Sponsor and PGAC to terminate this Agreement, with the prior written consent of Skybridge (in its capacity as express third-party beneficiary hereunder).

Section 9.2 Effect of Termination. Upon the termination of this Agreement (other than a termination at the Closing pursuant to Section 9.1(a)), all rights and obligations of the Parties under this Agreement shall cease and be of no further force or effect, and no Party shall have any liability to any other Party hereunder; provided, however, that (a) the termination of this Agreement shall not relieve any Party of liability for any breach of this Agreement occurring prior to such termination, (b) nothing herein shall limit any Party's liability for fraud or willful and material breach of this Agreement, and (c) Section 6.3 (Trust Account Waiver), this Section 9.2, and Article X shall survive any such termination.

Section 9.3 Survival. Notwithstanding the termination of this Agreement at the Closing pursuant to Section 9.1(a), the following provisions shall survive the Closing and shall remain in full force and effect in accordance with their respective terms: (a) Article V (Transfer Restrictions), including the Founder Share Lock-Up Period and the Warrant Lock-Up Period; (b) the post-closing covenants set forth in Article VI, to the extent that the obligations thereunder have not been fully performed at or prior to the Closing; and (c) Article X (General Provisions). For the avoidance of doubt, the representations and warranties of the Parties set forth in Articles VII and VIII shall not survive the Closing.

ARTICLE X

GENERAL PROVISIONS

Section 10.1 Notices. All notices, requests, demands, claims, consents, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when sent by email (with confirmation of transmission), (c) on the next business day after being sent by nationally recognized overnight courier service (with proof of delivery), or (d) on the third business day after being sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows (or to such other address or email address as a Party may designate by written notice given in accordance with this Section 10.1):

If to Sponsor:

Ridgeway Capital Holdings LLC

Attn: Jonathan Mercer, Managing Member

590 Madison Avenue, 28th Floor New York, New York 10022

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

Ashland Burke & Thayer LLP

Attn: William Ashford

800 Third Avenue, 30th Floor New York, New York 10022

If to PGAC:

Pinnacle Growth Acquisition Corp.

Attn: Jonathan Mercer, Chief Executive Officer and Chairman; and Elaine Stratford, Chief Financial Officer

590 Madison Avenue, 28th Floor New York, New York 10022

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

Ashland Burke & Thayer LLP

Attn: William Ashford

800 Third Avenue, 30th Floor New York, New York 10022

If to Skybridge (as third-party beneficiary):

Skybridge Fintech Ltd.

Attn: Teresa Okafor, General Counsel

1200 Market Street, Suite 1400 Wilmington, Delaware 19801

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

Calderwood & Harkness LLP

Attn: James Prentice

125 Broad Street, 40th Floor New York, New York 10004

Section 10.2 Governing Law. This Agreement, and all claims, disputes, controversies, and causes of action (whether in contract, tort, or otherwise) arising out of, relating to, or in connection with this Agreement or the negotiation, execution, performance, or enforcement hereof, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rule or provision (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 10.3 Jurisdiction and Venue. Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any other state court or federal court of the United States of America sitting in the State of Delaware) for the adjudication of any dispute, claim, or cause of action arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby, and each of the Parties hereby irrevocably waives, and agrees not to assert in any suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action, or proceeding is brought in an inconvenient forum, or that the venue of such suit, action, or proceeding is improper. Each of the Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 10.1 or in any other manner permitted by applicable law. Nothing in this Section 10.3 shall limit any right that a Party may otherwise have to bring any action, suit, or proceeding relating to this Agreement in any other court of competent jurisdiction solely for the purpose of enforcing a judgment obtained in the courts described in this Section 10.3.

Section 10.4 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH SUIT, ACTION, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 10.4.

Section 10.5 Specific Performance. The Parties acknowledge and agree that the rights of each Party hereunder are unique and that irreparable damage would occur in the event that any provision of this 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. Accordingly, each Party shall be entitled to seek and obtain an injunction, specific performance, or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in each case without the necessity of proving actual damages, without the requirement of posting any bond or other security, and in addition to any other remedy to which such Party may be entitled at law or in equity. The Parties further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to law, or inequitable for any reason, and not to assert that a remedy of monetary damages wou

SPONSOR SUPPORT AGREEMENT
EXECUTION VERSION
Dated as of April 14, 2025
This SPONSOR SUPPORT AGREEMENT (this "Agreement") is entered into as of April 14, 2025, by and among:
(i) Ridgeway Capital Holdings LLC, a Delaware limited liability company (the "Sponsor"), having its principal office c/o Jonathan Mercer, Managing Member, 590 Madison Avenue, 28th Floor, New York, New York 10022; and
(ii) Pinnacle Growth Acquisition Corp., a Cayman Islands exempted company (the "PGAC" or the "Company"), having its registered office at 590 Madison Avenue, 28th Floor, New York, New York 10022, and c/o Harborstone Corporate Services Ltd., 4th Floor, Windward House, George Town, Grand Cayman KY1-1104, Cayman Islands.
Sponsor and PGAC are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, PGAC is a blank-check company formed as an exempted company under the laws of the Cayman Islands 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. PGAC completed its initial public offering (the "IPO") on October 17, 2023, raising gross proceeds of Three Hundred Million Dollars ($300,000,000) through the sale of 30,000,000 Class A ordinary shares at a price of $10.00 per share. The proceeds of the IPO, together with certain proceeds from the concurrent sale of private placement warrants, are held in a trust account at Glenridge National Bank, N.A. (the "Trust Account"). PGAC's Class A ordinary shares, units, and warrants are listed and traded on the Nasdaq Capital Market under the ticker symbols "PGAC," "PGACU," and "PGACW," respectively. PGAC is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and has filed reports with the U.S. Securities and Exchange Commission (the "SEC") under SEC File No. 333-294817, CIK 0001948372;
WHEREAS, Sponsor is the record and beneficial owner of 7,500,000 Class B ordinary shares, par value $0.0001 per share, of PGAC (the "Founder Shares"), representing approximately 20% of the issued and outstanding ordinary shares of PGAC on a post-IPO basis, and 8,000,000 warrants (the "Private Placement Warrants") to purchase Class A ordinary shares of PGAC at an exercise price of $11.50 per share, which Private Placement Warrants were purchased by Sponsor at a price of $1.50 per warrant (for an aggregate purchase price of $12,000,000) in a private placement that occurred simultaneously with the consummation of the IPO;
WHEREAS, PGAC, Pinnacle Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of PGAC ("Merger Sub"), and Skybridge Fintech Ltd., a Delaware corporation (the "Target" or "Skybridge"), have entered into that certain Business Combination Agreement, dated as of April 14, 2025 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "BCA"), pursuant to which, among other things, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Skybridge in a forward triangular merger under the Delaware General Corporation Law (the "DGCL") (the "Merger"), with Skybridge surviving the Merger as a wholly owned subsidiary of the domesticated PGAC, which shall be renamed "Skybridge Fintech Holdings, Inc." upon the consummation of the Business Combination;
WHEREAS, immediately prior to the effective time of the Merger (the "Merger Effective Time"), PGAC will effect its domestication from the Cayman Islands to the State of Delaware pursuant to Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (as revised) (the "Domestication"), upon which, among other things, each of PGAC's Class B ordinary shares then issued and outstanding will automatically convert into one (1) share of Class A common stock, par value $0.0001 per share, of the domesticated entity on a one-for-one basis;
WHEREAS, the implied enterprise value of the Business Combination is Four Hundred Fifty Million Dollars ($450,000,000), and pursuant to the terms of the BCA, the shareholders of Skybridge will receive, as merger consideration, an aggregate of 45,000,000 shares of Class A common stock of the combined company (valued at $10.00 per share at the time of the transaction) plus the right to receive up to an additional 5,000,000 shares of Class A common stock of the combined company as earnout consideration (the "Earnout Shares"), subject to the achievement of certain stock price milestones following the Closing, all as more fully described in the BCA;
WHEREAS, concurrently with the execution of the BCA, PGAC has entered into subscription agreements with certain institutional investors (collectively, the "PIPE Investors") providing for private investment in public equity ("PIPE") commitments aggregating One Hundred Fifty Million Dollars ($150,000,000) for the purchase of 15,000,000 shares of Class A common stock of the combined company at a price of $10.00 per share, allocated as follows: Hargrove Institutional Partners, LP ($60,000,000), Stonewall Global Equity Fund ($40,000,000), Meridian Crossover Fund III, LP ($25,000,000), and Canfield Asset Management, LLC ($25,000,000). Additionally, PGAC has entered into a backstop and non-redemption agreement with Velthryn Strategic Investments, LP (the "Backstop Investor"), pursuant to which the Backstop Investor has committed to purchase up to 5,000,000 shares of Class A common stock of the combined company at a price of $10.25 per share (for a maximum commitment of $51,250,000), the proceeds of which are intended to supplement available cash in the event of significant public shareholder redemptions;
WHEREAS, as a material condition and inducement to Skybridge's willingness to enter into the BCA, and in consideration of the mutual covenants and agreements set forth herein and in the BCA, Sponsor has agreed to enter into this Agreement to, among other things: (a) vote all of its Covered Shares in favor of the Business Combination and the other Proposals at the EGM; (b) subject certain Founder Shares to forfeiture at the Closing; (c) irrevocably waive certain anti-dilution protections applicable to the Founder Shares; (d) agree to certain transfer restrictions and lock-up provisions with respect to its Covered Shares and Private Placement Warrants; and (e) take certain other actions as set forth more fully herein; and
WHEREAS, Jonathan Mercer is the managing member of Sponsor and has full power and authority to execute and deliver this Agreement on behalf of Sponsor and to bind Sponsor to the terms and obligations set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and 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 Parties, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the BCA.
"Additional Forfeiture Shares" means 500,000 Founder Shares (or, following the Domestication, 500,000 shares of Class A common stock into which such Founder Shares shall have converted) that are subject to forfeiture by Sponsor in the event that Excess Redemptions have occurred, as set forth in Section 3.2.
"Agreement" has the meaning set forth in the preamble.
"Available Cash" has the meaning ascribed to such term in the BCA. For purposes of clarity, Available Cash refers to the aggregate amount of cash available to the combined company at the Closing, calculated as the amount remaining in the Trust Account after giving effect to all public shareholder redemptions, plus the aggregate proceeds received from the PIPE Investors and the Backstop Investor at or prior to the Closing, minus the aggregate amount of Transaction Expenses (as defined in the BCA) paid or payable at the Closing. Available Cash must equal or exceed $200,000,000 as a condition to Skybridge's obligation to consummate the Closing.
"Backstop Investor" means Velthryn Strategic Investments, LP.
"Base Forfeiture Shares" means 500,000 Founder Shares (or, following the Domestication, 500,000 shares of Class A common stock into which such Founder Shares shall have converted) that are subject to forfeiture by Sponsor at the Closing, as set forth in Section 3.1.
"BCA" means that certain Business Combination Agreement, dated as of April 14, 2025, by and among PGAC, Merger Sub, and Skybridge, as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Business Combination" means the transactions contemplated by the BCA, including the Domestication, the Merger, the PIPE investment, the backstop investment, and all related transactions.
"Closing" means the closing of the Business Combination as contemplated by the BCA, which is projected to occur on or about July 21, 2025.
"Closing Date" means the date on which the Closing actually occurs.
"Combined Company" means Skybridge Fintech Holdings, Inc. (formerly PGAC, as domesticated), following the consummation of the Business Combination.
"Company" has the meaning set forth in the preamble.
"Covered Shares" means (a) all 7,500,000 Founder Shares (Class B ordinary shares, par value $0.0001 per share, of PGAC, or, following the Domestication, shares of Class A common stock into which such Founder Shares shall have converted) and (b) any other equity securities of PGAC (including any ordinary shares, common stock, preferred shares, or other equity interests) acquired by Sponsor after the date hereof and prior to the termination of this Agreement, whether acquired by purchase, conversion, exercise, exchange, dividend, distribution, or otherwise.
"DGCL" means the Delaware General Corporation Law, as amended from time to time.
"Domestication" means the re-domiciliation of PGAC from the Cayman Islands to the State of Delaware effected pursuant to Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (as revised), immediately prior to the Merger Effective Time.
"Earnout Shares" means up to 5,000,000 shares of Class A common stock of the Combined Company issuable to former shareholders of Skybridge upon the achievement of certain stock price milestones, as set forth in the BCA.
"EGM" means the extraordinary general meeting of the shareholders of PGAC to be called and held for the purpose of, among other things, obtaining shareholder approval of the Proposals, which is projected to be held on or about July 18, 2025, or any adjournment or postponement thereof.
"Excess Redemptions" means the circumstance in which, as of the Redemption Deadline (as defined in PGAC's Amended and Restated Memorandum and Articles of Association) for the EGM, holders of more than seventy-five percent (75%) of the then-outstanding Class A ordinary shares of PGAC (that is, more than 22,500,000 of the 30,000,000 Class A ordinary shares outstanding as of the date hereof) have validly elected (and not withdrawn their election) to redeem their Class A ordinary shares in connection with the Business Combination.
"Extended Outside Date" means January 14, 2026, which is the date to which the Outside Date may be extended in accordance with the terms of the BCA if the sole outstanding condition to the Closing at the Outside Date is a regulatory or SEC-related condition.
"Forfeiture Shares" means, collectively, the Base Forfeiture Shares and, if applicable, the Additional Forfeiture Shares.
"Founder Shares" means the 7,500,000 Class B ordinary shares, par value $0.0001 per share, of PGAC held by Sponsor as of the date hereof, as identified on Schedule A hereto, and any shares of Class A common stock of the domesticated entity into which such Class B ordinary shares are converted in connection with the Domestication.
"Founder Share Lock-Up Period" has the meaning set forth in Section 5.1.
"IPO" means the initial public offering of PGAC completed on October 17, 2023.
"Lock-Up Period" means (a) with respect to the Founder Shares (and the shares of Class A common stock into which they convert), the Founder Share Lock-Up Period, and (b) with respect to the Private Placement Warrants, the Warrant Lock-Up Period.
"Material Adverse Effect" has the meaning ascribed to such term in Article I of the BCA.
"Merger" means the merger of Merger Sub with and into Skybridge as contemplated by the BCA, with Skybridge surviving as a wholly owned subsidiary of the Combined Company.
"Merger Effective Time" means the effective time of the Merger as specified in the certificate of merger to be filed with the Secretary of State of the State of Delaware.
"Merger Sub" means Pinnacle Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of PGAC.
"Outside Date" means October 14, 2025, unless extended to the Extended Outside Date in accordance with the terms of the BCA.
"Party" and "Parties" have the meanings set forth in the preamble.
"PGAC" has the meaning set forth in the preamble.
"PIPE Investors" means, collectively, Hargrove Institutional Partners, LP, Stonewall Global Equity Fund, Meridian Crossover Fund III, LP, and Canfield Asset Management, LLC.
"Private Placement Warrants" means the 8,000,000 warrants held by Sponsor, each exercisable for one Class A ordinary share (or, following the Domestication, one share of Class A common stock) of PGAC at an exercise price of $11.50 per share, as identified on Schedule A hereto.
"Proposals" means all proposals to be submitted to the shareholders of PGAC for approval at the EGM in connection with the Business Combination, including, without limitation: (a) the proposal to approve and adopt the BCA and the transactions contemplated thereby (including the Merger); (b) the proposal to approve the Domestication; (c) the proposal to approve the issuance of shares of Class A common stock of the Combined Company to the shareholders of Skybridge, the PIPE Investors, and the Backstop Investor in connection with the Business Combination; (d) the proposal to adopt the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc.; (e) the proposal to approve and adopt the 2025 Equity Incentive Plan of Skybridge Fintech Holdings, Inc.; and (f) any other proposal reasonably determined by PGAC and Skybridge to be necessary or desirable for the consummation of the Business Combination, including any proposal to adjourn or postpone the EGM to a later date to permit further solicitation of proxies.
"Redemption Deadline" means the deadline established by PGAC for holders of Class A ordinary shares to validly elect to redeem their Class A ordinary shares in connection with the EGM and the Business Combination, as specified in the proxy statement/prospectus distributed to PGAC shareholders.
"Registration Rights Agreement" means the registration rights agreement to be entered into at the Closing among the Combined Company, Sponsor, certain former shareholders of Skybridge, and the PIPE Investors, providing for shelf registration, demand registration, and piggyback registration rights, substantially in the form attached as an exhibit to the BCA.
"SEC" means the U.S. Securities and Exchange Commission.
"Skybridge" or "Target" means Skybridge Fintech Ltd., a Delaware corporation.
"Sponsor" has the meaning set forth in the preamble.
"Transaction Expenses" has the meaning ascribed to such term in the BCA.
"Transfer" means any direct or indirect sale, assignment, transfer, pledge, hypothecation, encumbrance, gift, bequest, distribution, or other disposition (whether voluntarily or involuntarily, by operation of law or otherwise), including the entry into any swap, hedging, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the applicable securities, whether any such transaction is to be settled by delivery of securities, in cash, or otherwise.
"Trust Account" means the trust account maintained at Glenridge National Bank, N.A. into which the proceeds of the IPO and the sale of the Private Placement Warrants were deposited, which held a balance of approximately $312,600,000 as of March 31, 2025.
"Warrant Lock-Up Period" has the meaning set forth in Section 5.2.
Section 1.2 Interpretation. Unless the context otherwise requires: (a) capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the BCA; (b) words in the singular shall include the plural and vice versa; (c) references to "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, or provision hereof; (d) references to any Article, Section, Schedule, or Exhibit shall refer to the corresponding Article, Section, Schedule, or Exhibit of this Agreement; (e) references to any statute or law shall include all rules and regulations promulgated thereunder and all amendments, supplements, and successor statutes and laws; (f) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (g) references to "dollars" or "$" shall mean United States dollars; (h) references to a "person" shall include any individual, corporation, limited liability company, partnership, trust, joint venture, association, governmental authority, or any other entity; (i) the headings and captions of the Articles and Sections of this Agreement are for convenience of reference only and shall not affect the interpretation or construction hereof; and (j) references to "business days" shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in New York, New York are authorized or required by law to close.
ARTICLE II
VOTING AND APPROVAL COVENANTS
Section 2.1 Agreement to Vote. Sponsor hereby irrevocably and unconditionally agrees that, from and after the date of this Agreement until the earlier of (x) the Closing and (y) the valid termination of the BCA in accordance with its terms, Sponsor shall, and shall cause any other record holder of any Covered Shares to:
(a) vote (or cause to be voted) all Covered Shares held by Sponsor or any of its affiliates, at the EGM (or at any adjournment or postponement thereof), whether by attendance in person or by proxy, in favor of each of the Proposals, including, without limitation, the approval and adoption of the BCA and the transactions contemplated thereby (including the Merger), the approval of the Domestication, the approval of the issuance of shares of Class A common stock to Skybridge shareholders, the PIPE Investors, and the Backstop Investor, the adoption of the Amended and Restated Certificate of Incorporation of Skybridge Fintech Holdings, Inc., the approval and adoption of the 2025 Equity Incentive Plan, and any adjournment proposal;
(b) vote (or cause to be voted) all Covered Shares against (i) any competing acquisition proposal, alternative business combination, or competing transaction involving PGAC (other than the Business Combination), (ii) any amendment to PGAC's Amended and Restated Memorandum and Articles of Association (or any successor governing document) that would adversely affect, impede, frustrate, prevent, or delay the consummation of the Business Combination in any material respect, and (iii) any action, proposal, transaction, or agreement that would reasonably be expected to result in a breach of any covenant, representation, or warranty or any other obligation or agreement of PGAC or Sponsor contained in the BCA or this Agreement or that would reasonably be expected to result in any condition to the Closing under the BCA not being satisfied; and
(c) not vote any Covered Shares in favor of, or consent to, and not enter into any agreement, commitment, or arrangement with any person with respect to, any competing acquisition proposal, alternative business combination, or any other action, agreement, or transaction that is intended to or would reasonably be expected to impede, interfere with, prevent, or materially delay the Business Combination or the consummation of any of the transactions contemplated by the BCA or this Agreement.
The obligations set forth in this Section 2.1 shall apply at the EGM and at every adjournment or postponement thereof, and at every other meeting of the shareholders of PGAC (or action by written consent in lieu thereof) at which any of the Proposals (or any amended version thereof) are submitted for the approval of PGAC's shareholders.
Section 2.2 Quorum. Sponsor shall, and shall cause any other record holder of any Covered Shares to, ensure that all Covered Shares are present (in person or represented by proxy) at the EGM and at any adjournment or postponement thereof, so that all Covered Shares are counted for purposes of determining the presence of a quorum at such meeting. The Parties acknowledge that, as of the date hereof, the requisite approval for each Proposal is an ordinary resolution requiring the affirmative vote of a simple majority of the votes cast by shareholders present in person or represented by proxy at the EGM and entitled to vote thereon (or, in the case of certain matters, such other approval threshold as may be required under PGAC's governing documents or applicable law).
Section 2.3 No Redemption. Sponsor hereby irrevocably and unconditionally agrees that:
(a) Sponsor shall not, and shall cause its affiliates not to, exercise any redemption rights or any other similar rights (whether under PGAC's Amended and Restated Memorandum and Articles of Association, the trust agreement governing the Trust Account, or otherwise) with respect to any Covered Shares or Private Placement Warrants in connection with the Business Combination, the EGM, or any adjournment or postponement thereof;
(b) Sponsor shall not, and shall cause its affiliates not to, tender any Covered Shares in connection with any shareholder redemption, tender offer, or exchange offer related to the Business Combination; and
(c) Sponsor hereby irrevocably waives any right it may have, whether now or hereafter, to receive any portion of the funds held in the Trust Account with respect to the Covered Shares, whether pursuant to the Amended and Restated Memorandum and Articles of Association, the trust agreement governing the Trust Account, or otherwise. For the avoidance of doubt, this waiver applies to all Covered Shares held by Sponsor as of the date hereof and any additional equity securities of PGAC acquired by Sponsor after the date hereof.
Section 2.4 Grant of Proxy. In furtherance of the voting obligations set forth in Section 2.1, Sponsor hereby irrevocably grants to PGAC (and any designee of PGAC approved by Skybridge) a proxy to vote all of the Covered Shares in accordance with Section 2.1 at the EGM and at any adjournment or postponement thereof, in the event that Sponsor fails to vote (or cause to be voted) the Covered Shares in accordance with the terms of Section 2.1. Sponsor acknowledges and agrees that such proxy is coupled with an interest and is irrevocable and shall not be terminated or revoked by any act of Sponsor, by operation of law, or by the occurrence of any event, including the death, disability, or incapacity of any individual who is a member, manager, officer, or agent of Sponsor. Sponsor hereby revokes any other proxy or power of attorney previously granted by Sponsor with respect to the Covered Shares that is inconsistent with the proxy granted in this Section 2.4. The proxy granted pursuant to this Section 2.4 shall automatically terminate upon the valid termination of this Agreement in accordance with Article IX.
ARTICLE III
SHARE FORFEITURE
Section 3.1 Base Forfeiture. At the Closing, and as a condition thereto, Sponsor shall forfeit and surrender to PGAC (or its successor, Skybridge Fintech Holdings, Inc.) for no consideration whatsoever, 500,000 Class B ordinary shares of PGAC (or, if the Domestication has been effected prior to such time, 500,000 shares of Class A common stock of the domesticated entity into which such Class B ordinary shares shall have been converted) (collectively, the "Base Forfeiture Shares"). The Base Forfeiture Shares shall, immediately upon such forfeiture and surrender, be cancelled and retired by the Combined Company and shall cease to be outstanding and shall not be reissued. Following the forfeiture and cancellation of the Base Forfeiture Shares and assuming no Excess Redemptions have occurred, Sponsor shall retain 7,000,000 Founder Shares (or shares of Class A common stock into which such Founder Shares have converted).
Section 3.2 Additional Forfeiture upon Excess Redemptions. In the event that, as of the Redemption Deadline for the EGM, Excess Redemptions have occurred (that is, holders of more than 22,500,000 of the 30,000,000 outstanding Class A ordinary shares of PGAC have validly elected, and not withdrawn their election, to redeem their Class A ordinary shares in connection with the Business Combination), Sponsor shall, at the Closing (and as an additional condition thereto), forfeit and surrender to PGAC (or its successor, Skybridge Fintech Holdings, Inc.) for no consideration whatsoever, an additional 500,000 Class B ordinary shares of PGAC (or, if the Domestication has been effected prior to such time, 500,000 shares of Class A common stock of the domesticated entity into which such Class B ordinary shares shall have been converted) (collectively, the "Additional Forfeiture Shares"). The Additional Forfeiture Shares shall, immediately upon such forfeiture and surrender, be cancelled and retired by the Combined Company and shall cease to be outstanding and shall not be reissued. In the event of Excess Redemptions, the cumulative number of Forfeiture Shares forfeited and cancelled by Sponsor shall be 1,000,000 shares, and Sponsor shall retain a net of 6,500,000 Founder Shares (or shares of Class A common stock into which such Founder Shares have converted).
Section 3.3 Mechanics of Forfeiture. To facilitate the forfeiture and cancellation of the Forfeiture Shares as contemplated by Sections 3.1 and 3.2:
(a) Sponsor shall deliver, or cause to be delivered, to Continental Registrars, Inc. (in its capacity as transfer agent for PGAC and the Combined Company, the "Transfer Agent"), no later than one (1) business day prior to the anticipated Closing Date, share certificates representing the Forfeiture Shares or, if the Forfeiture Shares are held in book-entry form, irrevocable book-entry delivery instructions in form and substance reasonably satisfactory to PGAC and Skybridge, authorizing and directing the Transfer Agent to transfer the Forfeiture Shares from Sponsor's account to the account of PGAC (or the Combined Company, as applicable) for cancellation effective upon the Closing.
(b) Upon the Closing, the Combined Company shall promptly instruct the Transfer Agent to cancel the Forfeiture Shares on the stock register of the Combined Company and to reflect such cancellation on the books and records of the Combined Company. The Combined Company shall take all actions necessary or desirable to effectuate such cancellation, including filing any necessary amendments to its charter documents or stock ledger.
(c) Sponsor shall execute and deliver to PGAC and the Transfer Agent such stock powers, letters of transmittal, and other instruments and documents as PGAC or the Transfer Agent may reasonably request in connection with the forfeiture and cancellation of the Forfeiture Shares.
Section 3.4 Pro Forma Impact. The Parties acknowledge and agree that the forfeiture provisions of this Article III are intended to have the following pro forma impact on Sponsor's ownership of the Combined Company (in each case, assuming full conversion of Founder Shares into Class A common stock at the Domestication and without giving effect to the exercise of any Private Placement Warrants, public warrants, or the issuance of any Earnout Shares or shares under the 2025 Equity Incentive Plan):
(a) No-Redemption Scenario: In the event that no Class A ordinary shares are redeemed by public shareholders, Sponsor would retain 7,000,000 shares of Class A common stock, representing approximately 7.2% of the estimated 97,000,000 total shares of Class A common stock outstanding immediately following the Closing (consisting of 30,000,000 shares formerly held by public shareholders, 7,000,000 shares retained by Sponsor, 45,000,000 shares issued to former Skybridge shareholders, and 15,000,000 shares issued to the PIPE Investors).
(b) Maximum-Redemption Scenario (with Backstop): In the event of maximum redemptions (assuming Excess Redemptions occur), Sponsor would retain 6,500,000 shares of Class A common stock, representing approximately 8.4% of the estimated 77,000,000 total shares of Class A common stock outstanding immediately following the Closing (consisting of approximately 5,500,000 shares formerly held by non-redeeming public shareholders, 6,500,000 shares retained by Sponsor, 45,000,000 shares issued to former Skybridge shareholders, 15,000,000 shares issued to the PIPE Investors, and up to 5,000,000 shares issued to the Backstop Investor).
(c) For the avoidance of doubt, the foregoing calculations exclude the impact of (i) the 8,000,000 Private Placement Warrants (exercise price $11.50 per share), (ii) the 10,000,000 public warrants (exercise price $11.50 per share), and (iii) up to 5,000,000 Earnout Shares.
ARTICLE IV
WAIVER OF ANTI-DILUTION ADJUSTMENTS
Section 4.1 Waiver of Anti-Dilution Rights. Sponsor hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or claim the benefit of, any anti-dilution, adjustment, conversion ratio adjustment, or similar protective rights applicable to the Founder Shares (Class B ordinary shares of PGAC) under PGAC's Amended and Restated Memorandum and Articles of Association, the Cayman Islands Companies Act (as revised), or any other agreement or governing document of PGAC (or any successor governing document of the Combined Company) that would otherwise be triggered by, arise as a result of, or be applicable in connection with, the issuance of equity securities of PGAC or the Combined Company in connection with the Business Combination, including, without limitation, shares issuable:
(a) to the shareholders of Skybridge as merger consideration (45,000,000 shares);
(b) to the PIPE Investors (15,000,000 shares);
(c) to the Backstop Investor (up to 5,000,000 shares, plus any incentive shares issuable under the backstop agreement);
(d) as Earnout Shares to former Skybridge shareholders (up to 5,000,000 shares); and
(e) pursuant to any equity incentive plan of the Combined Company approved in connection with the Business Combination.
Without limiting the generality of the foregoing, Sponsor acknowledges and agrees that the Founder Shares shall convert into shares of Class A common stock of the domesticated entity at the Domestication on a one-for-one basis, without any upward adjustment for dilution, regardless of the number of additional shares issued or issuable by PGAC or the Combined Company in connection with the Business Combination or otherwise. Sponsor agrees that this waiver shall be effective and binding regardless of whether the issuances described above result in the conversion ratio for the Founder Shares being less favorable to Sponsor than the ratio that would otherwise apply under PGAC's governing documents.
Section 4.2 Waiver of Adjustment to Conversion Ratio. Sponsor hereby further confirms and agrees that the conversion ratio applicable to the Founder Shares in connection with the Domestication shall be one-for-one (that is, each Class B ordinary share shall convert into one (1) share of Class A common stock of the domesticated entity), and that such conversion ratio shall not be adjusted upward under any circumstances, notwithstanding any provision of PGAC's Amended and Restated Memorandum and Articles of Association or any other governing document, agreement, or instrument that would otherwise provide for such an upward adjustment in the event that PGAC issues additional ordinary shares, equity-linked securities, or other equity interests in connection with the Business Combination or for any other reason. The waiver set forth in this Section 4.2 is in addition to, and not in limitation of, the waiver set forth in Section 4.1.
ARTICLE V
TRANSFER RESTRICTIONS
Section 5.1 Lock-Up on Founder Shares. Subject to Section 5.3 and Section 5.4, Sponsor hereby agrees that it shall not, and shall not permit any of its affiliates to, Transfer any Founder Shares (or any shares of Class A common stock of the Combined Company into which such Founder Shares are converted in connection with the Domestication) during the period (the "Founder Share Lock-Up Period") commencing at the Closing and ending on the date that is twelve (12) months after the Closing Date; provided, however, that the Founder Share Lock-Up Period shall terminate earlier than the twelve (12)-month anniversary of the Closing Date upon the occurrence of either of the following events:
(a) the closing price of the Class A common stock of the Combined Company on the Nasdaq Capital Market (or such other national securities exchange on which such shares are then listed) equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and similar transactions occurring after the Closing Date) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing at least one hundred fifty (150) days after the Closing Date; or
(b) the Combined Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of the public stockholders of the Combined Company having the right to exchange their shares of Class A common stock for cash, securities, or other property.
Section 5.2 Lock-Up on Private Placement Warrants. Subject to Section 5.3 and Section 5.4, Sponsor hereby agrees that it shall not, and shall not permit any of its affiliates to, Transfer any Private Placement Warrants during the period (the "Warrant Lock-Up Period") commencing at the Closing and ending on the date that is thirty (30) days after the Closing Date. Following the expiration of the Warrant Lock-Up Period, the Private Placement Warrants shall be freely transferable by Sponsor (subject to compliance with applicable securities law restrictions, including the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder).
Section 5.3 Pre-Closing Transfer Restrictions. From the date hereof through the Closing (or, if earlier, the valid termination of the BCA in accordance with its terms), Sponsor shall not, and shall not permit any of its affiliates to, Transfer any Covered Shares or Private Placement Warrants, except for:
(a) Transfers to officers, directors, partners, members, managers, or affiliates of Sponsor or its affiliates; provided that, as a condition to any such Transfer, the proposed transferee executes and delivers to PGAC (with a copy to Skybridge) a joinder agreement, substantially in the form attached hereto as Exhibit A, agreeing to be bound by all of the terms and conditions of this Agreement as if such transferee were an original signatory hereto; or
(b) Transfers made for bona fide estate planning purposes, including Transfers to trusts controlled by Sponsor or its members for the benefit of Sponsor's members or their family members; provided that (i) Sponsor obtains the prior written consent of Skybridge (such consent not to be unreasonably withheld, conditioned, or delayed) and (ii) the proposed transferee executes and delivers a joinder agreement substantially in the form attached hereto as Exhibit A.
For the avoidance of doubt, no Transfer permitted under this Section 5.3 shall relieve Sponsor of its obligations under this Agreement, and Sponsor shall remain liable for the performance by any such transferee of the obligations of Sponsor hereunder.
Section 5.4 Permitted Transferees. Any transferee to whom Covered Shares or Private Placement Warrants are Transferred during the applicable Lock-Up Period (whether the Founder Share Lock-Up Period, the Warrant Lock-Up Period, or the pre-Closing transfer restriction period under Section 5.3) shall be required, as a condition precedent to such Transfer, to execute and deliver a joinder agreement, substantially in the form attached hereto as Exhibit A, agreeing to be bound by all of the terms and conditions of this Agreement as if such transferee were an original signatory hereto, including, without limitation, all voting obligations, forfeiture provisions, transfer restrictions, lock-up periods, and anti-dilution waivers. Any purported Transfer of Covered Shares or Private Placement Warrants in violation of this Article V shall be null and void, and PGAC (or the Combined Company, as applicable) shall not, and shall instruct the Transfer Agent not to, register any such purported Transfer on its books.
ARTICLE VI
ADDITIONAL COVENANTS
Section 6.1 No Solicitation of Competing Proposals. From and after the date hereof until the earlier of (x) the Closing and (y) the valid termination of the BCA in accordance with its terms, Sponsor shall not, and shall cause its affiliates, members, managers, officers, employees, representatives, and agents not to, directly or indirectly: (a) solicit, initiate, encourage, facilitate, or induce any inquiry, proposal, or offer with respect to any alternative business combination, competing transaction, or any merger, acquisition, consolidation, share exchange, recapitalization, liquidation, dissolution, or similar transaction involving PGAC (other than the Business Combination as contemplated by the BCA); (b) enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with, any such alternative business combination or competing transaction; or (c) enter into any agreement, letter of intent, term sheet, or similar arrangement with respect to any such alternative business combination or competing transaction. Sponsor shall promptly (and in any event within two (2) business days) notify PGAC and Skybridge of the receipt by Sponsor or any of its affiliates, representatives, or agents of any inquiry, proposal, or offer relating to any alternative business combination or competing transaction, including the identity of the person making such inquiry, proposal, or offer and the material terms thereof.
Section 6.2 Support of Regulatory Filings. Sponsor shall reasonably cooperate with PGAC, Merger Sub, and Skybridge in connection with the preparation and filing of any filings, registrations, declarations, notices, or other documents required to be filed with or submitted to the SEC (including the Registration Statement on Form S-4, SEC File No. 333-294817, and the proxy statement/prospectus contained therein), the Nasdaq Capital Market, or any other governmental authority, self-regulatory organization, or stock exchange in connection with the Business Combination. Without limiting the generality of the foregoing, Sponsor shall (a) promptly provide to PGAC and Skybridge all information regarding Sponsor that is reasonably requested by PGAC or Skybridge for inclusion in the Registration Statement, proxy statement/prospectus, or any other filing or document required in connection with the Business Combination, (b) review and comment on (and use reasonable efforts to respond promptly to comments regarding) the portions of any such filing or document that relate to or contain information regarding Sponsor, and (c) promptly notify PGAC and Skybridge if Sponsor becomes aware that any information provided by Sponsor for inclusion in any such filing or document has become false or misleading in any material respect or requires amendment or supplementation.
Section 6.3 Trust Account Waiver. Sponsor hereby acknowledges and agrees that it has no right, title, interest, or claim of any kind in or to, and hereby irrevocably waives any right it may have to, the funds held in the Trust Account (which held a balance of approximately $312,600,000 as of March 31, 2025), and agrees that it shall not seek recourse against the Trust Account for any reason whatsoever. Without limiting the foregoing, Sponsor agrees that it shall not bring, commence, institute, maintain, or pursue, and shall cause its affiliates not to bring, commence, institute, maintain, or pursue, any claim, action, suit, proceeding, or demand against the Trust Account, Glenridge National Bank, N.A. (in its capacity as trustee of the Trust Account), or PGAC relating to or arising out of the Trust Account, the funds held therein, or the trust agreement governing the Trust Account. This Section 6.3 shall survive any termination of this Agreement and shall remain in full force and effect regardless of whether the Business Combination is consummated.
Section 6.4 Further Assurances. From and after the date hereof, Sponsor shall execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, agreements, and certificates, and shall take such further actions, as may be reasonably requested by PGAC or Skybridge and as may be reasonably necessary or desirable to effectuate the purposes and intent of this Agreement and to carry out the provisions hereof, including the delivery of signatures, consents, authorizations, instructions, stock powers, and other instruments in connection with the Domestication, the Merger, and the Closing.
Section 6.5 Insider Letter / Registration Rights. Sponsor hereby acknowledges and agrees that it is a party to, and shall continue to comply with the terms and conditions of, the insider letter agreement previously executed by Sponsor in connection with the IPO. Sponsor further acknowledges that, at the Closing, it shall become a party to the Registration Rights Agreement to be executed among the Combined Company (Skybridge Fintech Holdings, Inc.), Sponsor, certain former shareholders of Skybridge, and the PIPE Investors, which will provide Sponsor and the other parties thereto with shelf registration, demand registration, and piggyback registration rights with respect to their shares of Class A common stock and other registrable securities of the Combined Company. Sponsor shall comply with its obligations under the Registration Rights Agreement in all material respects and shall not take any action that would materially impair the rights of the other parties thereto.
Section 6.6 Acknowledgment of Earnout. Sponsor hereby acknowledges and agrees that, pursuant to the BCA, the former shareholders of Skybridge may be entitled to receive up to an aggregate of 5,000,000 additional shares of Class A common stock of the Combined Company as Earnout Shares, allocated as follows:
(a) Tranche 1: 2,500,000 Earnout Shares shall be issued to the former Skybridge shareholders if the volume-weighted average price ("VWAP") of the Class A common stock of the Combined Company equals or exceeds $12.50 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period during the twenty-four (24)-month period commencing on the Closing Date; and
(b) Tranche 2: 2,500,000 Earnout Shares shall be issued to the former Skybridge shareholders if the VWAP of the Class A common stock of the Combined Company equals or exceeds $15.00 per share for any twenty (20) trading days within any thirty (30) consecutive trading day period during the thirty-six (36)-month period commencing on the Closing Date.
Sponsor agrees that the issuance of any Earnout Shares shall not trigger, and Sponsor shall not assert or claim the benefit of, any anti-dilution, adjustment, conversion ratio adjustment, or similar protective rights under PGAC's governing documents, this Agreement, or otherwise. The waiver set forth in Article IV shall apply in full to the issuance of any Earnout Shares.
ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF SPONSOR
Sponsor hereby represents and warrants to PGAC as of the date hereof as follows:
Section 7.1 Organization and Authority. Sponsor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Employer Identification Number: 87-1093847). Sponsor has all requisite limited liability company power and authority to own, lease, and operate its properties and assets, to carry on its business as presently conducted, and to execute, deliver, and perform its obligations under this Agreement. Jonathan Mercer is the sole managing member of Sponsor and is duly authorized to execute and deliver this Agreement on behalf of Sponsor and to bind Sponsor to the terms and obligations set forth herein. The execution, delivery, and performance of this Agreement by Sponsor has been duly authorized by all necessary action on the part of Sponsor, and no other proceedings on the part of Sponsor or its members are necessary to authorize the execution, delivery, or performance of this Agreement.
Section 7.2 Ownership of Covered Shares. Sponsor is the sole record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of exactly 7,500,000 Class B ordinary shares, par value $0.0001 per share, of PGAC (constituting all of the Founder Shares) and 8,000,000 Private Placement Warrants, in each case as set forth on Schedule A hereto. All of the Covered Shares are held by Sponsor free and clear of all liens, pledges, security interests, mortgages, charges, encumbrances, adverse claims, options, rights of first refusal, community property rights, and restrictions of any kind or nature, other than (a) restrictions imposed by this Agreement, (b) restrictions imposed by PGAC's Amended and Restated Memorandum and Articles of Association and the insider letter agreement, (c) restrictions arising under applicable federal or state securities laws, and (d) restrictions arising under the trust agreement governing the Trust Account. Except for the Founder Shares and the Private Placement Warrants, Sponsor does not own, beneficially or of record, any other equity securities of PGAC (including any ordinary shares, warrants, options, convertible securities, or other rights to acquire equity securities of PGAC), and Sponsor is not party to any agreement, arrangement, or understanding to acquire any such additional equity securities.
Section 7.3 No Conflicts. The execution, delivery, and performance by Sponsor of this Agreement, and the consummation by Sponsor of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of Sponsor's certificate of formation, limited liability company agreement, or other organizational documents, (b) conflict with, violate, result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the termination, cancellation, modification, or acceleration of any obligation under, or give rise to any right of termination, cancellation, modification, or acceleration under, any contract, agreement, commitment, instrument, license, permit, or other arrangement to which Sponsor is a party or by which Sponsor or any of its assets or properties are bound, or (c) conflict with or violate any applicable law, rule, regulation, order, judgment, decree, or governmental restriction applicable to Sponsor or any of its assets or properties.
Section 7.4 Enforceability. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes the legal, valid, and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, or similar laws affecting creditors' rights generally and (b) general principles of equity, whether applied in a court of law or equity (collectively, the "Enforceability Exceptions").
Section 7.5 No Litigation. As of the date hereof, there is no action, suit, claim, proceeding, arbitration, mediation, or investigation pending or, to Sponsor's knowledge, threatened against Sponsor or any of its members, managers, officers, or affiliates, at law or in equity, before or by any court, arbitrator, or governmental authority, that (a) challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of the transactions contemplated by this Agreement or (b) would, individually or in the aggregate, reasonably be expected to adversely affect Sponsor's ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
Section 7.6 Accredited Investor Status. Sponsor is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. Sponsor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in PGAC and the Business Combination. Sponsor has had the opportunity to ask questions of, and receive answers from, the management of PGAC concerning the Business Combination and the terms and conditions of this Agreement.
ARTICLE VIII
REPRESENTATIONS AND WARRANTIES OF PGAC
PGAC hereby represents and warrants to Sponsor as of the date hereof as follows:
Section 8.1 Organization and Authority. PGAC is an exempted company duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands. PGAC has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by PGAC has been duly authorized by all necessary corporate action on the part of PGAC, and no other corporate proceedings on the part of PGAC are necessary to authorize the execution, delivery, or performance of this Agreement. Upon the effectiveness of the Domestication, PGAC (as renamed Skybridge Fintech Holdings, Inc.) will be a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (Employer Identification Number: 88-3654921).
Section 8.2 Enforceability. This Agreement has been duly and validly executed and delivered by PGAC and constitutes the legal, valid, and binding obligation of PGAC, enforceable against PGAC in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions.
Section 8.3 No Conflicts. The execution, delivery, and performance by PGAC of this Agreement, and the consummation by PGAC of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of PGAC's Amended and Restated Memorandum and Articles of Association or other governing documents, or (b) conflict with or violate any applicable law, rule, regulation, order, judgment, decree, or governmental restriction applicable to PGAC or any of its assets or properties.
ARTICLE IX
TERMINATION
Section 9.1 Termination Events. This Agreement shall automatically terminate (subject to Section 9.3) upon the earliest to occur of:
(a) the Closing, at which point (i) the voting obligations set forth in Article II shall be deemed satisfied and shall terminate, (ii) the forfeiture provisions set forth in Article III shall be deemed consummated and shall terminate (except for any continuing obligations related to the mechanics of cancellation), and (iii) the lock-up obligations, post-closing covenants, and other obligations that by their terms are to be performed after the Closing shall survive as provided herein;
(b) the valid termination of the BCA in accordance with its terms, including, without limitation, upon the expiration of the Outside Date (October 14, 2025) or the Extended Outside Date (January 14, 2026), as applicable, without the Closing having occurred, or upon the termination of the BCA by mutual written agreement of PGAC and Skybridge or by either such party in accordance with the termination provisions set forth therein; or
(c) the mutual written agreement of Sponsor and PGAC to terminate this Agreement, with the prior written consent of Skybridge (in its capacity as express third-party beneficiary hereunder).
Section 9.2 Effect of Termination. Upon the termination of this Agreement (other than a termination at the Closing pursuant to Section 9.1(a)), all rights and obligations of the Parties under this Agreement shall cease and be of no further force or effect, and no Party shall have any liability to any other Party hereunder; provided, however, that (a) the termination of this Agreement shall not relieve any Party of liability for any breach of this Agreement occurring prior to such termination, (b) nothing herein shall limit any Party's liability for fraud or willful and material breach of this Agreement, and (c) Section 6.3 (Trust Account Waiver), this Section 9.2, and Article X shall survive any such termination.
Section 9.3 Survival. Notwithstanding the termination of this Agreement at the Closing pursuant to Section 9.1(a), the following provisions shall survive the Closing and shall remain in full force and effect in accordance with their respective terms: (a) Article V (Transfer Restrictions), including the Founder Share Lock-Up Period and the Warrant Lock-Up Period; (b) the post-closing covenants set forth in Article VI, to the extent that the obligations thereunder have not been fully performed at or prior to the Closing; and (c) Article X (General Provisions). For the avoidance of doubt, the representations and warranties of the Parties set forth in Articles VII and VIII shall not survive the Closing.
ARTICLE X
GENERAL PROVISIONS
Section 10.1 Notices. All notices, requests, demands, claims, consents, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when sent by email (with confirmation of transmission), (c) on the next business day after being sent by nationally recognized overnight courier service (with proof of delivery), or (d) on the third business day after being sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows (or to such other address or email address as a Party may designate by written notice given in accordance with this Section 10.1):
If to Sponsor:
Ridgeway Capital Holdings LLC
Attn: Jonathan Mercer, Managing Member
590 Madison Avenue, 28th Floor New York, New York 10022
with a copy (which shall not constitute notice) to:
Ashland Burke & Thayer LLP
Attn: William Ashford
800 Third Avenue, 30th Floor New York, New York 10022
If to PGAC:
Pinnacle Growth Acquisition Corp.
Attn: Jonathan Mercer, Chief Executive Officer and Chairman; and Elaine Stratford, Chief Financial Officer
590 Madison Avenue, 28th Floor New York, New York 10022
with a copy (which shall not constitute notice) to:
Ashland Burke & Thayer LLP
Attn: William Ashford
800 Third Avenue, 30th Floor New York, New York 10022
If to Skybridge (as third-party beneficiary):
Skybridge Fintech Ltd.
Attn: Teresa Okafor, General Counsel
1200 Market Street, Suite 1400 Wilmington, Delaware 19801
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP
Attn: James Prentice
125 Broad Street, 40th Floor New York, New York 10004
Section 10.2 Governing Law. This Agreement, and all claims, disputes, controversies, and causes of action (whether in contract, tort, or otherwise) arising out of, relating to, or in connection with this Agreement or the negotiation, execution, performance, or enforcement hereof, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rule or provision (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 10.3 Jurisdiction and Venue. Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any other state court or federal court of the United States of America sitting in the State of Delaware) for the adjudication of any dispute, claim, or cause of action arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby, and each of the Parties hereby irrevocably waives, and agrees not to assert in any suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action, or proceeding is brought in an inconvenient forum, or that the venue of such suit, action, or proceeding is improper. Each of the Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 10.1 or in any other manner permitted by applicable law. Nothing in this Section 10.3 shall limit any right that a Party may otherwise have to bring any action, suit, or proceeding relating to this Agreement in any other court of competent jurisdiction solely for the purpose of enforcing a judgment obtained in the courts described in this Section 10.3.
Section 10.4 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH SUIT, ACTION, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 10.4.
Section 10.5 Specific Performance. The Parties acknowledge and agree that the rights of each Party hereunder are unique and that irreparable damage would occur in the event that any provision of this 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. Accordingly, each Party shall be entitled to seek and obtain an injunction, specific performance, or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in each case without the necessity of proving actual damages, without the requirement of posting any bond or other security, and in addition to any other remedy to which such Party may be entitled at law or in equity. The Parties further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to law, or inequitable for any reason, and not to assert that a remedy of monetary damages wou

SPONSOR SUPPORT AGREEMENT

EXECUTION VERSION

RECITALS

ARTICLE I

DEFINITIONS

ARTICLE II

VOTING AND APPROVAL COVENANTS

ARTICLE III

SHARE FORFEITURE

ARTICLE IV

WAIVER OF ANTI-DILUTION ADJUSTMENTS

ARTICLE V

TRANSFER RESTRICTIONS

ARTICLE VI

ADDITIONAL COVENANTS

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF SPONSOR

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES OF PGAC

ARTICLE IX

TERMINATION

ARTICLE X

GENERAL PROVISIONS

Record

Parties

Dates

Amounts