Extract to table

(the "Trust Account"); WHEREAS, the Company is a Delaware corporation engaged in the business of providing cloud-based payment orchestration and embedded-finance software-as-a-service solutions to enterprise and mid-market clients; WHEREAS, the Company was incorporated on June 15, 2018, under the laws of the State of Delaware; WHEREAS, Merger Sub is a Delaware corporation and direct, wholly owned subsidiary of Acquiror, formed solely for the purpose of consummating the transactions contemplated by this Agreement, and has not engaged in any business activities other than those incidental to its formation and the transactions contemplated hereby; WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), at the Closing, (a) Acquiror shall domesticate as a corporation organized under the laws of the State of Delaware (the "Domestication") and change its name to "Skybridge Fintech Holdings, Inc

Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," "Exhibit," and "Annex" refer to the specified Article, Section, Schedule, Exhibit, or Annex of or to this Agreement unless otherwise specified; (e) the word "including" means "including without limitation" and the word "or" is not exclusive; (f) the word "extent" in the phrase "to the extent" means the degree to which a subject or other thing extends, and such phrase does not mean simply "if"; (g) references to "$" or "dollars" mean United States dollars; (h) the headings in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (i) references to any Law shall be deemed to refer to such Law as amended from time to time and to any rules, regulations, and interpretive guidance issued thereunder; (j) references to any Contract are to that Contract as amended, modified, or supplemented from time to time in accordance with the terms thereof and hereof; (k) references to any Person include the successors and permitted assigns of that Person; and (l) the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision

(b) Upon the effectiveness of the Domestication: (i) each issued and outstanding Acquiror Class A Ordinary Share shall automatically be converted into one (1) validly issued, fully paid, and nonassessable share of Common Stock; (ii) each issued and outstanding Acquiror Class B Ordinary Share (Founder Share) shall automatically be converted into one (1) validly issued, fully paid, and nonassessable share of Common Stock; (iii) each Public Warrant and each Private Placement Warrant that is outstanding immediately prior to the Domestication shall cease to be exercisable for Acquiror Class A Ordinary Shares and shall become exercisable for one (1) share of Common Stock at an exercise price of $11

50 per share, subject to and in accordance with the terms of the Warrant Agreement; and (iv) Acquiror shall change its name from "Pinnacle Growth Acquisition Corp

(a) At the Effective Time, and subject to and upon the terms and conditions of this Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub shall be merged with and into the Company, the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall continue as the Surviving Corporation and a wholly owned subsidiary of the Combined Company

(b) The Merger shall be a forward triangular merger under the DGCL