Contract analysis

Section 1(a) — Firm Units The Company proposes to issue and sell to the several Underwriters an aggregate of 20,000,000 units (the "Firm Units"). Each Firm Unit consists of one (1) share of Class A common stock of the Company, par value $0.0001 per share (the "Class A Common Stock"), and one-half (1/2) of one redeemable warrant (each whole warrant, a "Public Warrant"). Each Public Warrant entitles the holder thereof

Section 1(b) — Over-Allotment Option The Company hereby grants to the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 3,000,000 units (the "Option Units"), representing fifteen percent (15%) of the number of Firm Units, at the public offering price per Unit set forth in Section 2(a) hereof, less the underwriting discounts and commissions set forth in Sections 2(a) and 2(b) hereof.

Section 1(c) — Private Placement Simultaneously with the closing of the initial public offering of the Units (the "IPO"), the Sponsor will purchase from the Company 7,000,000 warrants (the "Private Placement Warrants") at a purchase price of $1.50 per Private Placement Warrant, for aggregate gross proceeds to the Company of $10,500,000. Each Private Placement Warrant shall be exercisable for one (1) share of Class A

Section 1(d) — Founder Shares The Sponsor has previously purchased from the Company an aggregate of 5,750,000 shares of Class B common stock of the Company, par value $0.0001 per share (the "Founder Shares"), for an aggregate purchase price of $25,000 (approximately $0.004 per share). The Founder Shares were issued in a private placement exempt from registration under the Securities Act. The Founder Shares will autom

Section 1(e) — Trust Account A total of $200,000,000 (or up to $230,000,000 if the Over-Allotment Option is exercised in full), representing $10.00 per share of Class A Common Stock sold in the IPO (each such share, a "public share"), of the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Warrants will be deposited in a trust account (the "Trust Account") maintained by Contine

Section 1(f) — Listing The Units have been approved for listing on the Nasdaq Capital Market ("Nasdaq") under the ticker symbol "PNACU." Upon the effectiveness of the separation of the Units into their component securities (which the Company anticipates will occur on the fifty-second (52nd) day following the date of the Prospectus, or earlier with the consent of the Representative), the shares of Class A Common Stock

Section 1(g) — Target Criteria The Company intends to focus its search for a prospective target business in the enterprise software-as-a-service ("SaaS") and cloud technology sectors, with a particular emphasis on identifying and consummating an initial business combination with one or more businesses that have enterprise values between $600,000,000 and $2,000,000,000. The Company's management team believes that its

Section 2(a) — Per Unit Economics The Company agrees to issue and sell the Firm Units to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Firm Units set forth opposite such Underwriter's name in Schedule I hereto, at a public offering price of $10.00 per Unit (the "Public Offering Price"). The upfront underwriting discount payable to the Unde

Section 2(b) — Deferred Underwriting Commission In addition to the upfront underwriting discount described in Section 2(a) above, the Company agrees to pay to the Representative, on behalf of the Underwriters, a deferred underwriting commission of $0.35 per Unit sold in the IPO (representing 3.5% of the Public Offering Price) (the "Deferred Underwriting Commission"). With respect to the 20,000,000 Firm Units, the agg

Section 2(c) — Total Underwriting Compensation The total underwriting compensation payable to the Underwriters in connection with the IPO shall be equal to five and one-half percent (5.5%) of the gross proceeds of the IPO, consisting of the upfront underwriting discount of 2.0% and the Deferred Underwriting Commission of 3.5%. On a per-Unit basis, total underwriting compensation equals $0.55 per Unit ($0.20 upfront p

Section 2(d) — Closing Payment for, and delivery of certificates (or book-entry credits) representing, the Firm Units shall be made at 10:00 a.m. (New York City time) on June 25, 2021 (the "Closing Date"), or at such other time and date as the Representative and the Company may agree upon in writing, but in no event later than five (5) business days after the date of this Agreement. The closing (the "Closing") shall

Section 2(e) — Over-Allotment Closing In the event that the Over-Allotment Option is exercised in whole or in part, payment for, and delivery of, the Option Units shall occur on a date (the "Option Closing Date") that is no later than two (2) business days after the date on which the Representative delivers written notice of exercise of the Over-Allotment Option to the Company. The Option Closing Date may be the same

Section 3(a) — Organization and Good Standing The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, Delaware Secretary of State File No. 7319284. The Company's registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company has all requisite corporate

Section 3(b) — Authorization The Company has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement and each of the Ancillary Agreements. As used herein, "Ancillary Agreements" means, collectively, (i) the Trust Agreement, (ii) the Warrant Agreement, (iii) the Letter Agreement, dated as of June 25, 2021, among the Company, the Sponsor, the Representative, and

Section 3(c) — No Conflicts The execution, delivery, and performance by the Company and the Sponsor of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, including the issuance and sale of the Units, will not: (i) conflict with, or result in a breach or violation of, or constitute a default under, the Amended and Restated Certificate of Incorporation

Section 3(d) — Valid Issuance The shares of Class A Common Stock included in the Firm Units and the Option Units, when issued, delivered, and paid for in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, or similar rights. Such shares will be free and clear of all liens, encum

Section 3(e) — Registration Statement and Prospectus The Registration Statement (Registration No. 333-254891) and each amendment thereto complied, when filed with the SEC and at the time the SEC declared the Registration Statement effective, in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement did not, as of its effective date (May 24, 2021), a

Section 3(f) — Compliance with Securities Act and Exchange Act The Company has complied in all material respects with all requirements of the Securities Act and the Exchange Act, and the respective rules and regulations of the SEC promulgated thereunder, applicable to the registration, offering, sale, and delivery of the Units and the securities comprising the Units. Without limiting the generality of the foregoing,

Section 3(g) — No Material Adverse Change Since the respective dates as of which information is given in the Registration Statement and the Prospectus, and except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, (a) there has been no material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), ear

Section 3(h) — Absence of Undisclosed Liabilities The Company has no liabilities or obligations, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, not disclosed or adequately provided for in the Registration Statement and the Prospectus, that are, individually or in the aggregate, material to the Company.

Section 3(i) — Tax Matters The Company has been and is in compliance in all material respects with all applicable tax laws of all jurisdictions in which the Company is subject to taxation. The Company has filed or caused to be filed all federal, state, local, and foreign tax returns required to have been filed and has paid or made adequate provision for the payment of all taxes shown thereon as due, including any int

Section 3(j) — Investment Company Status The Company is not, and after receipt of payment for the Units and the application of the proceeds therefrom as described in the Prospectus (including the deposit of funds in the Trust Account) will not be, an "investment company," an entity "controlled" by an "investment company," or an "investment adviser" within the meaning of the Investment Company Act. The Company intends

Section 3(k) — ERISA The Company does not maintain, sponsor, contribute to, or have any obligation to contribute to, and has never maintained, sponsored, contributed to, or had any obligation to contribute to, any "employee benefit plan" (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to Title IV of ERISA or Section 412 of the Inte

Section 3(l) — Anti-Corruption / FCPA Neither the Company, nor the Sponsor, nor any of their respective directors, officers, agents, employees, or other persons acting on behalf of the Company or the Sponsor has, directly or indirectly, (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful pa

Section 3(m) — Sanctions and Anti-Money Laundering The Company and the Sponsor are, and have been, in compliance in all material respects with all applicable U.S. economic sanctions laws and regulations, including those administered and enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, and the U.S. Department of Commerce (collectively, "Sanction

Section 3(n) — Trust Account The Trust Agreement has been duly authorized by all necessary corporate action on the part of the Company and, when duly executed and delivered by each of the parties thereto, will constitute a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,

Section 3(o) — FINRA Matters The Company has provided the Representative with all information requested by FINRA and the Representative's counsel, Whitmore & Caldwell LLP, 100 Federal Street, 32nd Floor, Boston, Massachusetts 02110, Attention: Garrett Doyle, Partner, in connection with FINRA's review of the underwriting terms and arrangements relating to the IPO. All information provided by the Company to FINRA in co

Section 3(p) — Intellectual Property Not applicable. The Company is a blank check company with no operations, and does not own or license any intellectual property.

Section 3(q) — Litigation There are no legal, governmental, administrative, or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries, or proceedings pending or, to the knowledge of the Company or the Sponsor, threatened against or affecting the Company or the Sponsor or any of their respective properties, that (i) are required to be described in the Registration Statement or the Prospect

Section 3(r) — Insurance The Company has obtained directors' and officers' liability insurance from Northpoint Specialty Insurance Co. (policy number NSI-SPD-210603), with an aggregate coverage limit of $10,000,000, effective as of June 22, 2021 (the "D&O Policy"). The D&O Policy provides coverage for the Company's directors and officers with respect to claims arising out of their service in such capacities. The D&O

Section 3(s) — Independent Auditor Trask, Worthington & Giordano LLP ("TWG"), located at 600 Montgomery Street, Suite 1800, San Francisco, California 94111 (PCAOB Registration ID: 6241), which has audited the financial statements of the Company included in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company as required by the Securities Act, t

Section 3(t) — Internal Controls and Financial Statements The financial statements of the Company included in the Registration Statement and the Prospectus, together with the related notes and schedules thereto, present fairly, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated, in conformity with United States generally accepted ac

Section 4(a) — Prospectus Delivery The Company will deliver, or cause to be delivered, copies of the Prospectus (including any amendments or supplements thereto) to the Underwriters and dealers in such quantities and at such locations as the Representative may from time to time reasonably request, in sufficient time and in sufficient quantities to comply with the requirements of Rule 172 under the Securities Act or a

Section 4(b) — Amendments and Supplements During the period commencing on the date hereof and ending on the later of (i) the Closing Date (or any Option Closing Date) and (ii) the date on which the Prospectus is no longer required by law to be delivered in connection with sales of the Units by the Underwriters or dealers (the "Prospectus Delivery Period"), the Company will not file any amendment to the Registration S

Section 4(c) — Use of Proceeds The Company will apply the net proceeds from the sale of the Units as described in the Prospectus under the caption "Use of Proceeds," including the deposit of at least $10.00 per public share into the Trust Account. No proceeds from the Trust Account shall be released to or used by the Company for working capital or any other purpose prior to the consummation of the Company's initial b

Section 4(d) — Listing The Company will use its commercially reasonable efforts to effect and maintain the listing of the Units, the shares of Class A Common Stock, and the Public Warrants on the Nasdaq Capital Market, and to comply with all listing requirements and standards applicable thereto, for so long as any of such securities are outstanding. The Company will promptly notify the Representative if it receives a

Section 4(e) — Trust Account The Company will cause the Trust Amount (consisting of $10.00 per public share from the net proceeds of the IPO and from proceeds of the sale of the Private Placement Warrants, together with the Deferred Underwriting Commission) to be deposited in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and, if applicable, on any Option Closing Date. The C

Section 4(f) — Stabilization The Company will not take, directly or indirectly, any action designed, or that might reasonably be expected, to cause or result in the stabilization or manipulation of the price of any security of the Company in contravention of the provisions of Regulation M under the Exchange Act or any other applicable rule or regulation. The Company acknowledges that the Underwriters may engage in ce

Section 4(g) — Blue Sky Compliance The Company will cooperate with the Representative and its counsel in qualifying or registering (or obtaining exemptions from the qualification or registration of) the Units, the shares of Class A Common Stock, and the Public Warrants for offer and sale under the applicable securities or blue sky laws of such states and other jurisdictions of the United States as the Representative

Section 4(h) — Reporting Obligations The Company will comply with all applicable reporting and filing obligations under the Exchange Act, including, without limitation, the timely filing of all reports required under Sections 13(a) and 15(d) of the Exchange Act, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, for so long as the Company is subject to such reporti

Section 4(i) — Insider Lock-Up and Transfer Restrictions The Company will cause each of its officers and directors, and the Sponsor, to execute and deliver the Letter Agreement, dated as of June 25, 2021, containing insider lock-up and transfer restrictions as described therein and in the Registration Statement and the Prospectus. Without limiting the generality of the foregoing, the Letter Agreement will provide tha

Section 4(j) — Business Combination Timeline The Company will use its commercially reasonable efforts to identify a suitable target business and consummate an initial business combination within eighteen (18) months from the Closing Date (by December 25, 2022), which deadline may be extended to twenty-four (24) months from the Closing Date (June 25, 2023) upon the deposit by the Company (or the Sponsor or their desig

Section 4(k) — Registration Rights The Company will, on or prior to the Closing Date, enter into the Registration Rights Agreement, dated as of June 25, 2021, with the Sponsor and certain other holders party thereto, providing demand registration rights, piggyback registration rights, and short-form registration rights for Registrable Securities (as defined in the Registration Rights Agreement), in each case subject

Section 4(l) — No Engagement with Target Prior to Definitive Agreement The Sponsor agrees, and will cause each insider (as defined in the Letter Agreement) to agree, not to negotiate or enter into any agreement, arrangement, or understanding with any prospective target business regarding a potential initial business combination, and not to have any discussions with any prospective target business regarding any financ

Section 5(a) — Effectiveness of Registration Statement The Registration Statement (Registration No. 333-254891) shall have been declared effective by the SEC and shall remain in full force and effect. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and no proceedings for that purpose shall have been instituted, threatened, or contemplated by the SEC. If the

Section 5(b) — Issuer's Counsel Opinion and 10b-5 Letter The Representative shall have received from Calderwood & Harkness LLP, counsel for the Company and the Sponsor, with offices at 900 Third Avenue, 28th Floor, New York, New York 10022, Attention: Jennifer Kwon, Partner: (i) A written legal opinion, dated the Closing Date (or the Option Closing Date, as applicable), addressed to the Underwriters, covering the fol