Contract analysis

ARTICLE I — DEFINITIONS As used in this Trust Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement or the Company's Registration Statement on Form S-1, as applicable.

Section 1.1. "Business Combination" "Business Combination" means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The Company has disclosed in its Registration Statement that it intends to focus its search for a target business on enterprise software-as-a-service ("SaaS") and cloud technology businesses with enterprise va

Section 1.2. "Business Combination Deadline" "Business Combination Deadline" means the date that is eighteen (18) months after the Closing Date—i.e., December 25, 2022—as such date may be extended to the date that is twenty-four (24) months after the Closing Date—i.e., June 25, 2023 (the "Extended Business Combination Deadline")—upon the deposit by the Sponsor (or its designees) of an amount equal to $0.10 per then-o

Section 1.3. "Closing Date" "Closing Date" means June 25, 2021, the date of the closing of the IPO.

Section 1.4. "Deferred Underwriting Commissions" "Deferred Underwriting Commissions" means an amount equal to 3.5% of the gross proceeds of the IPO, including any amounts received upon any exercise of the over-allotment option. With respect to the 20,000,000 Units sold in the IPO (the "Firm Units"), the Deferred Underwriting Commissions equal $7,000,000 (calculated as 3.5% of $200,000,000). If the underwriters' over-

Section 1.5. "Dissolution Expenses" "Dissolution Expenses" means up to $100,000 of interest earned on the Trust Account that may be released to the Company to pay reasonable costs and expenses related to the dissolution, liquidation, and winding up of the Company if the Company fails to consummate an initial Business Combination by the Business Combination Deadline, as more fully described in Section 3.2(a) of this T

Section 1.6. "Permitted Investments" "Permitted Investments" means (a) United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), having a maturity of one hundred and eighty-five (185) days or less, or (b) money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3), and (d)(4) of Rule 2a-7 promulgated

Section 1.7. "Public Shares" "Public Shares" means the shares of Class A Common Stock included in the Units sold in the IPO (including any Units sold pursuant to any exercise of the underwriters' over-allotment option). As of the Closing Date, 20,000,000 Public Shares are outstanding. Upon any partial or full exercise of the over-allotment option, additional Public Shares shall be outstanding. By way of illustration,

Section 1.8. "Representative" "Representative" means Ridgeline Whitfield Securities LLC, a Delaware limited liability company, acting as representative of the several underwriters in the IPO, with its principal offices at 299 Park Avenue, 31st Floor, New York, New York 10171. The Representative acted as representative of the several underwriters named in the Underwriting Agreement, including Halyard Capital Markets I

Section 1.9. "Sponsor" "Sponsor" means Pinnacle Venture Fund II LP, a Delaware limited partnership, with its principal offices at 388 Embarcadero Center, Suite 2400, San Francisco, California 94111. The general partner of the Sponsor is Pinnacle Venture Management II LLC, a Delaware limited liability company. The key principal of the Sponsor and the Company's Chairman and Chief Executive Officer is Marcus Yuen, Found

Section 1.10. "Tax Payments" "Tax Payments" means income tax and franchise tax obligations of the Company payable from interest earned on the Trust Account as described in Section 2.4(a) of this Trust Agreement. For the avoidance of doubt, Tax Payments shall be made solely from interest earned on the Trust Account and shall not reduce the principal amount held in the Trust Account.

Section 1.11. "Trust Account" "Trust Account" means the trust account established by the Trustee at its offices at 17 Ashbury Asset Advisors, 14th Floor, New York, New York 10004, designated as account number TA-2021-07834, into which the Trust Amount and all additional deposits and earnings thereon shall be deposited, held, invested, and distributed in accordance with the terms of this Trust Agreement.

Section 1.12. "Trust Amount" "Trust Amount" means, as of the Closing Date, $200,000,000, subject to increase upon any exercise of the underwriters' over-allotment option at the rate of $10.00 per additional Public Share sold. The Trust Amount represents $10.00 per Public Share outstanding as of the date of such deposit into the Trust Account.

Section 1.13. "Underwriting Agreement" "Underwriting Agreement" means the Underwriting Agreement dated June 22, 2021, among the Company, the Sponsor, and Ridgeline Whitfield Securities LLC, as Representative of the several underwriters named therein (including Halyard Capital Markets Inc.), as the same may be amended from time to time in accordance with its terms.

ARTICLE II — ESTABLISHMENT OF TRUST

Section 2.1. Deposit (a) On the Closing Date, the Company shall deposit, or cause to be deposited, the Trust Amount of $200,000,000 into the Trust Account by wire transfer of immediately available funds. The Trust Amount shall represent $10.00 per Public Share outstanding as of the Closing Date. The Company shall provide the Trustee with wire transfer instructions at least two (2) business days prior to the Closing D

Section 2.2. Investment of Trust Funds (a) The Trustee shall invest and reinvest the funds held in the Trust Account (including the Trust Amount, any additional deposits made upon exercise of the over-allotment option, any Extension Deposits, and all interest, dividends, and income earned thereon) solely in Permitted Investments as defined in Section 1.6 of this Trust Agreement. The Trustee shall not invest or hold a

Section 2.3. No Distributions Prior to Business Combination (a) Except as expressly provided in Section 2.4 and Article III of this Trust Agreement, the Trustee shall not distribute, transfer, release, or permit the withdrawal of any amounts from the Trust Account, and no person shall have any right to access, claim, or distribute any funds held in the Trust Account. The Trustee shall resist and refuse to honor any i

Section 2.4. Permitted Withdrawals

Section 2.4(a). Tax Withdrawals. The Trustee shall, upon written request of the Company signed by an authorized officer of the Company (substantially in the form attached hereto as Exhibit B), release to the Company from time to time amounts of interest earned on the Trust Account as may be requested by the Company to pay any income or franchise tax obligations of the Company (each, a "Tax Withdrawal"). Each such wri

Section 2.4(b). Working Capital. None of the principal amount deposited in the Trust Account shall be released, distributed, or made available for working capital purposes, to fund the Company's operations, or for any other purpose prior to the consummation of an initial Business Combination or the distribution of the Trust Account in accordance with Section 3.2, except as expressly set forth in Section 2.4(a) with r

Section 2.4(c). Extension Deposit. If the Sponsor (or its designees) deposits the Extension Deposit described in Section 1.2 into the Trust Account on or before the initial Business Combination Deadline of December 25, 2022, the Business Combination Deadline shall be automatically extended to the Extended Business Combination Deadline of June 25, 2023, without any further action required by the Company, the Trustee,

ARTICLE III — DISTRIBUTIONS FROM TRUST; TERMINATION

Section 3.1. Distribution Upon Business Combination (a) General. Upon the consummation of an initial Business Combination, the Trustee shall distribute funds from the Trust Account upon receipt of the following from the Company: (i) a written instruction from the Company (a "Distribution Instruction"), substantially in the form attached hereto as Exhibit A, executed by an authorized officer of the Company, specifying

Section 3.2. Distribution Upon Failure to Consummate Business Combination If the Company fails to consummate an initial Business Combination by the Business Combination Deadline (as such date may be extended pursuant to Section 1.2), the following provisions shall apply: (a) The Company shall promptly (and in no event later than ten (10) business days after the Business Combination Deadline) deliver a Distribution In

Section 3.3. Dissolution Following the distribution described in Section 3.2, the Company shall, as promptly as practicable and in accordance with applicable law: (a) cease all operations except for the purpose of winding up its affairs, including the orderly payment or provision for payment of its remaining debts and obligations; (b) redeem 100% of the outstanding Public Shares, at the Per-Share Liquidation Amount,

Section 3.4. Representative's Consent The Trustee shall not release any Deferred Underwriting Commissions from the Trust Account without prior written confirmation from the Representative (or its successor) of: (i) the amount of Deferred Underwriting Commissions to be paid; and (ii) wire transfer instructions for the payment thereof. The Representative shall deliver such written confirmation to the Trustee not later

ARTICLE IV — TRUSTEE COMPENSATION; LIMITATION OF LIABILITY; INDEMNIFICATION

Section 4.1. Compensation The Company shall pay the Trustee an annual fee of $30,000 for its services under this Trust Agreement (the "Trustee Fee"). Such fee shall be payable in advance on each anniversary of the Closing Date. The first annual Trustee Fee payment shall be due on June 25, 2022. If this Trust Agreement terminates before the first anniversary of the Closing Date or at any time between anniversary dates

Section 4.2. Reimbursement of Expenses The Company shall reimburse the Trustee for all reasonable and documented out-of-pocket expenses incurred by the Trustee in connection with the performance of its duties under this Trust Agreement, including reasonable attorneys' fees and expenses, accounting fees, filing fees, courier charges, and other costs directly attributable to the Trustee's administration of the Trust Ac

Section 4.3. Limitation of Liability (a) The Trustee shall not be liable for any act or omission taken or suffered in good faith and in accordance with the terms of this Trust Agreement, except for any act or omission constituting the Trustee's own gross negligence, willful misconduct, or fraud. In no event shall the Trustee be liable for any indirect, incidental, consequential, special, or punitive damages of any ki

Section 4.4. Indemnification (a) The Company shall indemnify, defend, and hold harmless the Trustee and its officers, directors, employees, agents, successors, and assigns (each, a "Trustee Indemnitee") from and against any and all losses, liabilities, claims, damages, penalties, fines, forfeitures, actions, fees, costs, and expenses (including reasonable attorneys' fees and expenses, expert witness fees, court costs

Section 4.5. Resignation and Removal (a) Resignation. The Trustee may resign at any time upon thirty (30) days' prior written notice to the Company and the Representative. Such resignation shall not take effect until a successor trustee has been appointed and has accepted such appointment in accordance with this Section 4.5. (b) Removal. The Company may remove the Trustee at any time upon thirty (30) days' prior writ

Section 5.1. Amendments (a) This Trust Agreement may not be amended, modified, or supplemented without the prior written consent of both the Company and the Trustee, and any purported amendment, modification, or supplement that is not so consented to shall be null and void and of no effect. (b) Notwithstanding the foregoing, no amendment to this Trust Agreement that would adversely affect the interests of the holders

Section 5.2. Governing Law This Trust Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would cause the application of the laws of any other jurisdiction. All questions concerning the construction, interpretation, validity, and enforceability of this Trust Agreement shall be determined in accordance w

Section 5.3. Jurisdiction; Venue Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City and State of New York, for the adjudication of any dispute, controversy, or claim arising out of or relating to this Trust Agreement or the breach, termination, or invalidity hereof, and each party irrevocably waives, and agr

Section 5.4. Notices All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) when sent by confirmed electronic mail (email) (provided that a copy is also sent by another method described in this Section 5.4 within two (2) business days thereafter); or (c) one (1) business day after being sent by na

Section 5.5. Counterparts This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Trust Agreement (or any signature page hereto) by electronic transmission, including by email with a PDF attachment, shall be effective as delivery of a manually execu

Section 5.6. Entire Agreement This Trust Agreement, together with the Exhibits attached hereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter. No party shall be liable or bound to any other party in any manner by any warranti

Section 5.7. Severability If any provision of this Trust Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Trust Agreement or any application of such provision in any other jurisdiction, and this Trust Agreement shall be construed as if such invali

Section 5.8. Third-Party Beneficiaries (a) The holders of the Public Shares are hereby made express third-party beneficiaries of this Trust Agreement, with the right to enforce the provisions hereof relating to the distribution of funds from the Trust Account for their benefit, including without limitation the provisions of Section 3.1 (to the extent relating to redemption payments to Redeeming Stockholders) and Sect

Section 5.9. No Waiver The failure of any party hereto to enforce any provision of this Trust Agreement at any time or for any period of time shall not be deemed a waiver of such party's right to enforce such provision or any other provision in the future. No waiver of any provision of this Trust Agreement shall be effective unless such waiver is in writing and signed by the party granting such waiver. A waiver of an

Section 5.10. Successors and Assigns This Trust Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Company nor the Trustee may assign its rights or obligations under this Trust Agreement without the prior written consent of the other party and the Representative, and any purported assignment without such consent shall be nu

Section 5.11. Headings The headings of the articles, sections, and subsections of this Trust Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Trust Agreement. Unless the context otherwise requires, all references to articles, sections, subsections, and exhibits refer to the articles, sections, subsections, and exhibits of this Trust Agreement.

Section 5.12. Tax Reporting (a) The Trustee shall be responsible for any tax reporting required with respect to the Trust Account, including the filing of any information returns (including, without limitation, IRS Forms 1099 and any similar state or local information returns) with respect to interest, dividends, and other income earned on the Trust Account. The Trustee shall file all such returns in a timely manner

Section 5.13. Termination This Trust Agreement shall terminate upon the earliest to occur of: (a) the distribution of all funds in the Trust Account upon the consummation of an initial Business Combination in accordance with Section 3.1; (b) the distribution of all funds in the Trust Account upon the Company's failure to consummate an initial Business Combination by the Business Combination Deadline in accordance wit

1. Type of Distribution (check one): Distribution upon consummation of an initial Business Combination (Section 3.1) Distribution upon failure to consummate an initial Business Combination by the Business Combination Deadline (Section 3.2)

2. Distribution Details: (a) Aggregate amount to be distributed from the Trust Account: $____ (b) Number of Public Shares being redeemed: ____ (c) Per-Share Redemption Price / Per-Share Liquidation Amount: $____ (d) Aggregate amount payable to Redeeming Stockholders / Public Stockholders: $____ (e) Amount of Deferred Underwriting Commissions payable to the Representative (if applicable): $____ (f) Amount of Dissoluti

3. Wire Transfer Instructions: (a) Redeeming Stockholders / Public Stockholders: Distributions to Redeeming Stockholders shall be made through the facilities of The Depository Trust Company in accordance with the instructions attached hereto as Schedule 1, or as otherwise directed below: ________________________________________ (b) Representative (Deferred Underwriting Commissions): Bank Name: ____ ABA/Routing Number

4. Certification: The undersigned, an authorized officer of the Company, hereby certifies as follows: (a) The Company's Board of Directors has duly authorized the distribution of funds from the Trust Account as described herein. (b) [If Section 3.1 distribution:] The Company has consummated an initial Business Combination in accordance with the Company's Amended and Restated Certificate of Incorporation and the Delaw