Contract analysis

ARTICLE I — DEFINITIONS As used in this 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 them in the other agreements referenced herein, as applicable.

Section 1.1 "Affiliate" means, with respect to any specified person, any other person that directly or indirectly controls, is controlled by, or is under common control with, such specified person. For purposes of this definition, "control" (including the correlative terms "controlling," "controlled by," and "under common control with") means the possession, direct or indirect, of the power to direct or cause the dir

Section 1.2 "Business Combination" means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities, as further described in the Company's Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on June 25, 2021 (as the same may be further amended, restated, supplement

Section 1.3 "Business Combination Deadline" means the date that is 18 months after the IPO Closing Date (i.e., December 25, 2022), as such date may be extended to the date that is 24 months after the IPO Closing Date (i.e., June 25, 2023) upon deposit by the Sponsor of $2,150,000 (calculated as $0.10 per public share multiplied by 21,500,000 public shares outstanding after giving effect to the partial over-allotment

Section 1.4 "Class A Common Stock" means shares of the Company's Class A common stock, par value $0.0001 per share.

Section 1.5 "Class B Common Stock" means shares of the Company's Class B common stock, par value $0.0001 per share, also referred to herein as the "Founder Shares."

Section 1.6 "Commission" means the United States Securities and Exchange Commission, or any successor governmental agency or authority performing similar functions.

Section 1.7 "Company" means Pinnacle Acquisition Corp. I, a Delaware corporation, and any entity that succeeds to the Company by merger, consolidation, or similar transaction and assumes the Company's obligations under this Agreement.

Section 1.8 "Detachable Warrant" means a Warrant that has been separated from the Unit of which it was originally a component, in accordance with the provisions of Section 2.5 hereof and the applicable rules and procedures of the Nasdaq Capital Market and DTC.

Section 1.9 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

Section 1.10 "Exercise Price" means $11.50 per share of Class A Common Stock, subject to adjustment as provided in Article VI hereof.

Section 1.11 "Fair Market Value" means the volume-weighted average price of the Class A Common Stock as reported on the Nasdaq Capital Market (or such other national securities exchange on which the Class A Common Stock is then listed) for the ten (10) Trading Days ending on the third Trading Day prior to the date on which the notice of redemption is sent to holders of Warrants. In the event that the Class A Common S

Section 1.12 "IPO" means the initial public offering of Units consummated by the Company pursuant to the Registration Statement.

Section 1.13 "IPO Closing Date" means June 25, 2021, the date on which the closing of the IPO occurred.

Section 1.14 "Investment Management Trust Agreement" or "Trust Agreement" means the Investment Management Trust Agreement, dated as of June 25, 2021, by and between the Company and Continental Dunmore Financial, acting in its capacity as trustee thereunder, as the same may be amended, modified, or supplemented from time to time in accordance with its terms.

Section 1.15 "Letter Agreement" means the Letter Agreement, dated as of June 25, 2021, among the Company, the Sponsor, Ridgeline Whitfield Securities LLC (as Representative of the several underwriters named in the Underwriting Agreement), and each of the Company's officers and directors, namely Marcus Yuen, Deborah Sinclair, Raymond Holtz, Nadia Petrova, and William K. Ashmore, as the same may be amended, modified, o

Section 1.16 "Nasdaq" means the Nasdaq Capital Market, a market operated by The Nasdaq Stock Market LLC, or any successor exchange or market thereto.

Section 1.17 "Ordinary Shares" means shares of Class A Common Stock underlying the Warrants that are issuable upon exercise thereof in accordance with the terms of this Agreement.

Section 1.18 "Permitted Transferee" means, with respect to the Sponsor and each initial holder of Private Placement Warrants, a transferee as defined in the Letter Agreement, including without limitation (a) the Company's officers and directors, (b) Affiliates of the Sponsor, (c) members and partners of the Sponsor, (d) family members of the Sponsor's principals, (e) trusts for the benefit of any of the foregoing, an

Section 1.19 "Private Placement Warrants" means the 7,000,000 warrants purchased by the Sponsor simultaneously with the closing of the IPO, together with any additional warrants purchased by the Sponsor upon exercise or partial exercise of the underwriters' over-allotment option (including the 450,000 additional warrants purchased by the Sponsor upon the partial over-allotment exercise on July 7, 2021), for a total o

Section 1.20 "Public Warrants" means the redeemable warrants included in the Units sold in the IPO, initially comprising 10,000,000 whole warrants, together with any additional whole warrants included in Units sold upon exercise or partial exercise of the underwriters' over-allotment option (including the 750,000 additional whole warrants issued upon the partial over-allotment exercise on July 7, 2021), for a total o

Section 1.21 "Redemption Price" means $0.01 per Public Warrant, as set forth in Section 4.1 hereof.

Section 1.22 "Registered Holder" means a person in whose name a Warrant Certificate is registered on the books and records maintained by the Warrant Agent pursuant to Section 2.3 hereof, including the initial nominee of DTC (currently Cede & Co.) as the registered holder of a global Warrant Certificate.

Section 1.23 "Registration Statement" means the Registration Statement on Form S-1 (Registration No. 333-254891) filed by the Company with the Commission in connection with the IPO, as amended, supplemented, or otherwise modified prior to or after the date hereof, which Registration Statement was declared effective by the Commission on May 24, 2021.

Section 1.24 "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

Section 1.25 "Sponsor" means Pinnacle Venture Fund II LP, a Delaware limited partnership, acting by and through its general partner, Pinnacle Venture Management II LLC, a Delaware limited liability company, and its successors and Permitted Transferees to the extent they hold Private Placement Warrants.

Section 1.26 "Trading Day" means any day on which the Nasdaq Capital Market (or such other national securities exchange on which the Class A Common Stock is then listed) is open for trading and on which trades in the Class A Common Stock are actually reported on such exchange.

Section 1.27 "Trust Account" means the trust account established pursuant to the Investment Management Trust Agreement, maintained by Continental Dunmore Financial, in its capacity as trustee, at 17 Ashbury Asset Advisors, 14th Floor, New York, New York 10004, account number TA-2021-07834, into which substantially all of the net proceeds of the IPO and the Private Placement Warrants have been deposited and held in tr

Section 1.28 "Underwriting Agreement" means the Underwriting Agreement, dated as of June 22, 2021, among the Company, the Sponsor, and Ridgeline Whitfield Securities LLC, acting as Representative of the several underwriters named therein (including Halyard Capital Markets Inc.), as the same may be amended, modified, or supplemented from time to time in accordance with its terms.

Section 1.29 "Unit" means one unit issued in the IPO, consisting of one share of Class A Common Stock and one-half of one Public Warrant, initially trading together on the Nasdaq Capital Market under the symbol "PNACU." Two Units must be combined to receive one whole Public Warrant upon separation.

Section 1.30 "Warrant" or "Warrants" means a Public Warrant and/or a Private Placement Warrant, individually or collectively, as the context may require.

Section 1.31 "Warrant Agent" means Continental Dunmore Financial, a New York banking corporation, in its capacity as warrant agent under this Agreement, and its successors in such capacity appointed in accordance with Section 8.6 hereof.

Section 1.32 "Warrant Certificate" means a certificate, whether in global or individual form, evidencing one or more Warrants, substantially in the form attached hereto as Exhibit A, as the same may be amended or supplemented from time to time.

Section 1.33 "Warrant Expiration Date" means the date that is five (5) years after the date of completion of the Company's initial Business Combination, or such earlier date as may result from (a) the redemption of Warrants in accordance with Article IV hereof, or (b) the liquidation and dissolution of the Company in accordance with Section 3.8 hereof and the Company's Amended and Restated Certificate of Incorporatio

Section 1.34 "Warrant Share" means one share of Class A Common Stock issuable upon the valid exercise of one Warrant in accordance with the terms and conditions of this Agreement, subject to adjustment as provided in Article VI hereof.

ARTICLE II — APPOINTMENT OF WARRANT AGENT; WARRANTS AND TERMS OF ISSUANCE

Section 2.1 *Appointment of Warrant Agent.* (a) The Company hereby appoints Continental Dunmore Financial to act as Warrant Agent for the Warrants, and Continental Dunmore Financial hereby accepts such appointment and agrees to perform the duties and obligations set forth in this Agreement, subject to the terms and conditions hereof. (b) The Warrant Agent shall act solely as agent of the Company in connection with th

Section 2.2 *Form of Warrant Certificates.* (a) Each Warrant shall be issued in registered form only. Warrant Certificates shall be substantially in the form set forth in Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Agreement, and may have such letters, numbers, or other marks of identification and such legends or endo

Section 2.3 *Countersignature and Registration.* (a) The Warrant Agent shall countersign and deliver Warrant Certificates for original issuance upon receipt of the written order of the Company, signed by an authorized officer of the Company, together with a sufficient number of duly executed Warrant Certificates. Upon any transfer, exchange, or exercise of Warrants, the Warrant Agent shall countersign and deliver new

Section 2.4 *No Fractional Warrants or Shares.* (a) The Company shall not issue fractional Warrant Certificates. No fractional shares of Class A Common Stock shall be issued upon the exercise of any Warrant. If a Registered Holder would be entitled to receive a fractional share of Class A Common Stock upon the exercise of a Warrant (after aggregating all fractions of shares of Class A Common Stock to be issued to suc

Section 2.5 *Separate Trading.* (a) The Public Warrants included in the Units shall not be separately transferable, tradeable, or exercisable from the shares of Class A Common Stock included in such Units until the earlier of: (i) 52 days after the IPO Closing Date (i.e., August 16, 2021), and (ii) the date on which the underwriters' over-allotment option expires unexercised or is exercised in full, in each case subj

ARTICLE III — EXERCISE AND DURATION OF WARRANTS

Section 3.1 *Exercisability.* (a) Each Warrant shall become exercisable on the later of: (i) 30 days after the date of completion of the Company's initial Business Combination, and (ii) 12 months after the IPO Closing Date (i.e., June 25, 2022). Subject to the foregoing and to the other conditions set forth in this Section 3.1, each Warrant may be exercised at any time and from time to time until the Warrant Expirati

Section 3.2 *Duration of Warrants.* (a) Each Warrant shall expire at 5:00 p.m., New York City time, on the Warrant Expiration Date. As used herein, the "Warrant Expiration Date" is the date that is five (5) years after the date of completion of the Company's initial Business Combination, or such earlier date as may result from the redemption of Warrants in accordance with Article IV hereof or the liquidation and diss

Section 3.3 *Exercise Procedure.* (a) Subject to the provisions of Section 3.1, a Registered Holder may exercise a Warrant, in whole or in part, by delivering to the Warrant Agent at its corporate trust office: (i) the Warrant Certificate evidencing the Warrants to be exercised (or, in the case of a book-entry Warrant held through DTC, an election to exercise in the form prescribed by DTC and transmitted through DTC'

Section 3.4 *Issuance of Warrant Shares.* (a) The Company shall cause the Warrant Shares issuable upon exercise of a Warrant to be issued and delivered to the exercising Registered Holder (or credited in book-entry form through the facilities of DTC) within three (3) business days after receipt by the Warrant Agent of the duly completed exercise materials and payment of the Exercise Price in full (the date of such re

Section 3.5 *Valid Issuance.* All Warrant Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Company's Amended and Restated Certificate of Incorporation shall be validly issued, fully paid, and non-assessable. The Company shall take all such actions as may be necessary to ensure that all Warrant Shares are so validly issued, including, without limitation, procuring the listi

Section 3.6 *Reservation of Shares.* (a) The Company shall at all times keep reserved for issuance and delivery, free from preemptive rights, upon the exercise of Warrants, a number of authorized but unissued shares of Class A Common Stock sufficient to provide for the exercise of all rights of purchase represented by all outstanding and unexercised Warrants. As of the date hereof, the Company's authorized capital co

Section 3.7 *Cashless Exercise.* (a) If a registration statement covering the issuance of the Warrant Shares is not effective by the 60th business day after the closing of the Company's initial Business Combination, holders of Warrants shall be entitled to exercise their Warrants on a cashless basis, pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act (or such other exemption

Section 3.8 *Effect of Liquidation.* (a) If the Company fails to complete a Business Combination by the Business Combination Deadline (as the same may be extended in accordance with the terms of the Company's Amended and Restated Certificate of Incorporation and the Trust Agreement) and the Company proceeds to distribute the funds held in the Trust Account to the holders of public shares in accordance with the Trust

ARTICLE IV — REDEMPTION OF PUBLIC WARRANTS

Section 4.1 *Redemption of Public Warrants for Cash.* Once the Public Warrants become exercisable in accordance with Section 3.1, the Company shall have the right to redeem the outstanding Public Warrants (and not the Private Placement Warrants, except as otherwise provided in Section 5.3 hereof), subject to all of the following conditions: (a) in whole and not in part; (b) at the Redemption Price of $0.01 per Public

Section 4.2 *Notice of Redemption.* (a) The notice of redemption shall be mailed by first-class mail, postage prepaid, to each Registered Holder of Public Warrants at such holder's last registered address as it appears on the Warrant Register (or, in the case of global Warrant Certificates held by DTC, transmitted through DTC's electronic messaging system in accordance with DTC's applicable rules and procedures) not

Section 4.3 *Exercise During Redemption Period (Cashless Basis upon Redemption Notice).* (a) During the 30-Day Redemption Period, each Registered Holder of Public Warrants may elect to exercise its Public Warrants on a cashless basis by surrendering such Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing: (x) the product of (I) the number of Warrant Shares underlying

Section 4.4 *Effect of Redemption.* (a) On and after the Redemption Date, unless the Company fails to timely deposit sufficient funds with the Warrant Agent to pay the aggregate Redemption Price for all Public Warrants called for redemption: (i) Public Warrants that have been called for redemption and for which the holder has elected to exercise on a cashless basis in accordance with Section 4.3 shall be deemed exerc

Section 4.5 *Company's Election to Require Cashless Exercise for All Warrants.* (a) In the event the Company elects, in connection with a redemption pursuant to Section 4.1, to require that all holders of Public Warrants exercise their Warrants on a cashless basis, the Company shall include in the notice of redemption a statement to that effect and shall set forth the Fair Market Value and the number of Warrant Share

ARTICLE V — PRIVATE PLACEMENT WARRANTS

Section 5.1 *Terms of Private Placement Warrants.* (a) The Private Placement Warrants shall be identical to the Public Warrants in all material respects, including with respect to the Exercise Price, the Warrant Expiration Date, and the number of Warrant Shares issuable upon exercise, except as otherwise set forth in this Article V and in the Letter Agreement. (b) As of the date hereof, the total number of Private Pl

Section 5.2 *Transfer Restrictions.* (a) The Private Placement Warrants (and any shares of Class A Common Stock issuable upon exercise thereof) shall not be transferable, assignable, or saleable until 30 days after the completion of the Company's initial Business Combination (the "Lock-Up Period"), except to Permitted Transferees as defined in the Letter Agreement. Any purported transfer in violation of this Section

Section 5.3 *Non-Redeemability; Cashless Exercise.* (a) So long as the Private Placement Warrants are held by the Sponsor or its Permitted Transferees: (i) Such Private Placement Warrants shall not be redeemable by the Company pursuant to Article IV hereof. The Company's right of redemption under Section 4.1 shall apply solely to Public Warrants and shall not extend to Private Placement Warrants held by the Sponsor o