Contract analysis

1. Pinnacle Venture Fund II LP

2. Pinnacle Venture Management II LLC

3. Pinnacle Acquisition Corp. I

4. Marcus Yuen (Founder & Managing Partner; Chairman & CEO of PinnacleAC)

5. Deborah Sinclair (Partner, Technology Investments; President of PinnacleAC)

6. Raymond Holtz (Chief Financial Officer of PinnacleAC, independent)

7. Nadia Petrova (Independent Director of PinnacleAC)

8. William K. Ashmore (Independent Director of PinnacleAC)

9. Ridgeline Whitfield Securities LLC (Lead Book-Running Manager)

10. Halyard Capital Markets Inc. (Co-Manager)

11. Continental Dunmore Financial (Trustee/Warrant Agent)

12. Whitmore & Caldwell LLP (Underwriters' Counsel)

13. Beckett & Hale LLP (Delaware Counsel)

14. Trask, Worthington & Giordano LLP (Auditor)

15. Northpoint Specialty Insurance Co. (D&O Insurance Carrier)

16. Donnovan Financial Printers Inc. (Printer/EDGAR Filing Agent) 2(b) Search Results The conflicts search was conducted on March 11, 2021, by Priscilla Eng, Conflicts Analyst, in the firm's General Counsel's Office. The search returned the following results: Hit (i): Ridgeline Whitfield Securities LLC. Calderwood & Harkness has represented Ridgeline Whitfield Securities LLC on three prior matters: (a) two M&A adviso

1. Registration Statement on Form S-1. Preparation, drafting, and filing of the Registration Statement on Form S-1 (and all amendments thereto) with the SEC under the Securities Act of 1933, as amended. This includes the drafting of the preliminary and final prospectus, preparation of all exhibits, and management of the SEC review and comment/response process, including the initial confidential DRS submission and all

2. Underwriting Agreement. Drafting and negotiation of the Underwriting Agreement between the Company, the Sponsor, and Ridgeline Whitfield Securities LLC, as representative of the several underwriters, including all schedules and ancillary documents thereto.

3. Investment Management Trust Agreement. Drafting of the Investment Management Trust Agreement between the Company and Continental Dunmore Financial, as trustee, governing the establishment, maintenance, investment, and distribution of the trust account.

4. Warrant Agreement. Drafting of the Warrant Agreement between the Company and Continental Dunmore Financial, as warrant agent, governing the terms, conditions, exercise, and redemption of the Public Warrants and Private Placement Warrants.

5. Letter Agreement. Drafting of the Letter Agreement (insider lock-up and Founder Share transfer restrictions) among the Company, the Sponsor, and each officer and director of the Company, setting forth restrictions on the transfer of Founder Shares, Private Placement Warrants, and other insider securities, as well as other customary covenants and agreements.

6. Registration Rights Agreement. Drafting of the Registration Rights Agreement among the Company, the Sponsor, and certain other security holders, providing for customary demand and piggyback registration rights with respect to the Founder Shares (and the Class A common stock issuable upon conversion thereof), Private Placement Warrants, and other registrable securities.

7. Amended and Restated Certificate of Incorporation and Bylaws. Preparation of the Amended and Restated Certificate of Incorporation and Bylaws of the Company, to be effective upon the closing of the IPO, reflecting the Company's post-IPO capital structure, governance provisions, and business combination mechanics (including the redemption feature, the extension provisions, the anti-dilution provisions, and other cu

8. Legal Opinions and Negative Assurance Letter. Delivery of customary legal opinions to the underwriters, including an opinion regarding the valid issuance of the securities being offered, the due authorization and execution of the transaction documents, and other customary matters. Delivery of a 10b-5 negative assurance letter to the underwriters, providing negative assurance as to the material accuracy and complet

9. Tax Opinion. Delivery of a tax opinion regarding the federal income tax treatment of the Units, including the allocation of the Unit purchase price between the Class A common stock and the warrants for federal income tax purposes.

10. Closing Deliverables. Preparation of all closing deliverables, including officer's certificates, secretary's certificate, good standing certificates, closing checklist, and such other customary documents and instruments as may be required in connection with the closing of the IPO and, if applicable, the exercise of the over-allotment option.

11. General Advice. General corporate and securities law advice to the Company and the Sponsor in connection with the IPO, including advice regarding Nasdaq listing requirements, blue sky compliance, corporate governance, and SEC reporting obligations following the IPO.

12. Coordination with Other Counsel and Service Providers. Coordination with Beckett & Hale LLP (Delaware law opinion), Trask, Worthington & Giordano LLP (comfort letter and consent), Continental Dunmore Financial (trust and warrant agent matters), Donnovan Financial Printers Inc. (printing and EDGAR filing), and Northpoint Specialty Insurance Co. (D&O insurance), as applicable.

13. Exclusion — De-SPAC Transaction. For the avoidance of doubt, the scope of this engagement does not include representation in connection with any de-SPAC transaction, initial business combination, proxy solicitation, merger agreement negotiation, or related matter. Any such representation would require a separate engagement letter, updated conflict check, and separate fee arrangement. SECTION 8: SPECIAL INSTRUCTIO

1. Pinnacle Acquisition Corp. I (the Company)

2. Pinnacle Venture Fund II LP (the Sponsor)

3. Ridgeline Whitfield Securities LLC (Lead Book-Running Manager)

4. Halyard Capital Markets Inc. (Co-Manager)

5. Whitmore & Caldwell LLP (Underwriters' Counsel)

6. Beckett & Hale LLP (Delaware Counsel)

7. Trask, Worthington & Giordano LLP (Auditor)

8. Continental Dunmore Financial (Trustee / Warrant Agent) 8(e) Anticipated Timeline The following is the anticipated timeline for the IPO, subject to adjustment based on SEC review timelines, market conditions, and other factors: The engagement team should plan staffing and workflow accordingly and should communicate any anticipated delays to the client and the underwriters promptly. The responsible partner should e