Contract analysis

Section 1. Definitions As used in this Letter Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement. "Business Combination" means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving the Company

Section 2. Transfer Restrictions — Founder Shares Each undersigned holder of Founder Shares hereby agrees that such holder shall not Transfer any Founder Shares until the earlier of: (a) one (1) year after the date of the consummation of the Company's initial Business Combination; or (b) subsequent to the consummation of the Company's initial Business Combination, the date on which the closing price of the Company's

Section 3. Transfer Restrictions — Private Placement Warrants Each undersigned holder of Private Placement Warrants (and any shares of Class A Common Stock issuable upon the exercise thereof) hereby agrees that such holder shall not Transfer any Private Placement Warrants, or any shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants, until thirty (30) days after the consummation

Section 4. Definition of "Transfer" As used in this Letter Agreement, "Transfer" means: (a) to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right, or warrant to purchase, or otherwise transfer, dispose of, or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within th

Section 5. Permitted Transferees Notwithstanding the Transfer restrictions set forth in Section 2 and Section 3 above, Transfers of Founder Shares, Private Placement Warrants, and shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants or the conversion of the Founder Shares shall be permitted to the following permitted transferees (each, a "Permitted Transferee"), in each case on

Section 6. Voting Covenant Each of the undersigned hereby covenants and agrees as follows: (a) The undersigned shall vote any Founder Shares held by the undersigned, and any shares of Class A Common Stock acquired by the undersigned during or after the IPO (whether in the open market, in privately negotiated transactions, or otherwise), in favor of any proposed Business Combination presented to the stockholders of th

Section 7. Waiver of Redemption Rights Each of the undersigned hereby covenants and agrees as follows: (a) The undersigned shall not seek, demand, or exercise any right to redeem any Founder Shares held by the undersigned in connection with any stockholder vote to approve a proposed Business Combination, or in connection with any tender offer made by the Company to its stockholders in connection therewith. (b) The un

Section 8. Waiver of Liquidation Distributions Each of the undersigned hereby acknowledges and agrees that if the Company fails to consummate a Business Combination by the Business Combination Deadline (as such date may be extended in accordance with the terms of the Trust Agreement and the Charter): (a) the undersigned shall not be entitled to receive any liquidating distributions from the Trust Account with respect

Section 9. No Engagement with Target Businesses Each of the undersigned hereby covenants and agrees as follows: (a) The undersigned shall not, directly or indirectly, negotiate or enter into any agreement, arrangement, or understanding with any prospective target business or the stockholders, equity holders, or affiliates of any prospective target business regarding a potential Business Combination or similar transac

Section 10. Compliance with Insider Trading Laws Each of the undersigned acknowledges that the Company's securities are listed on the Nasdaq Capital Market under the symbols "PNACU" (Units), "PNAC" (Class A Common Stock), and "PNACW" (Warrants), and that the undersigned is subject to the provisions of the Exchange Act, including, without limitation, Section 10(b) thereof, Rule 10b-5 promulgated thereunder, and Sectio

Section 11. Representations and Warranties of Each Insider Each of the undersigned individually represents and warrants to the Company and the Representative as of the date hereof as follows: (a) Capacity and Authority. The undersigned has the full legal capacity, power, and authority to enter into this Letter Agreement and to perform all of his, her, or its obligations hereunder. The execution and delivery of this L

Section 12. Release Each of the undersigned hereby irrevocably and unconditionally releases and forever discharges the Company, the Representative, and each of the other underwriters under the Underwriting Agreement, and their respective officers, directors, employees, agents, members, partners, stockholders, affiliates, successors, and assigns, from any and all claims, demands, actions, causes of action, suits, debt

Section 13. Enforcement; Specific Performance Each of the undersigned acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Letter Agreement are not performed in accordance with their specific terms or are otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. Accordingly, each of the undersigned agrees that the

Section 14. Notices All notices, consents, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by email (with written confirmation of receipt by the intended recipient), or (c) one (1) business day after deposit with a nationally recognized overnight courier service (with written confirm

Section 15. Governing Law This Letter Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto i

Section 16. Entire Agreement; Amendments This Letter Agreement, together with the Underwriting Agreement, the Trust Agreement, the Registration Rights Agreement, the Warrant Agreement, and the Company's Amended and Restated Certificate of Incorporation and Bylaws, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements, under

Section 17. Binding Effect; Assignment This Letter Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No party hereto may assign or otherwise transfer any of its rights or obligations under this Letter Agreement without the prior written consent of the other parties here

Section 18. Severability If any term, provision, covenant, or restriction of this Letter Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Letter Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. In the event that any such term, provi

Section 19. Third-Party Beneficiaries The Representative and each of the several underwriters under the Underwriting Agreement are intended third-party beneficiaries of this Letter Agreement and shall be entitled to enforce the provisions of this Letter Agreement directly, as if they were parties hereto, to the full extent permitted by applicable law. Other than the Representative and the several underwriters, no per

Section 20. Counterparts This Letter 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. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.Brightwater Software.com), or other transmissi

Section 21. Term This Letter Agreement shall remain in full force and effect until the earliest to occur of: (a) the expiration of all Transfer restrictions set forth herein (i.e., upon the later of the expiration of the Founder Share lock-up set forth in Section 2 and the Private Placement Warrant lock-up set forth in Section 3); (b) the liquidation and dissolution of the Company following the failure to consummate