Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Acquiror" means Pinnacle Venture Acquisition Corp., a Cayman Islands exempted company. "Agreement" has the meaning set forth in the preamble. "BCA" has the meaning set forth in the Recitals. "Business Combination" means the merger of Merger Sub with and into HBT, with HBT surviving the merger as a wholl

Section 1.2 — Interpretation. Unless the context of this Agreement otherwise requires, (a) words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement, (d) the terms "Article," "Section," "Exhibit," and "Schedule

ARTICLE II — VOTING AND APPROVAL COVENANTS

Section 2.1 — Agreement to Vote. Each Sponsor Party hereby irrevocably and unconditionally agrees that, at the Special Meeting (or at any adjournment or postponement thereof), or in connection with any written consent of shareholders of PVAC solicited in lieu of or in connection with such meeting, such Sponsor Party shall (i) appear at such meeting, in person or by proxy, or otherwise cause the Subject Shares benefic

Section 2.2 — No Inconsistent Agreements. Each Sponsor Party hereby covenants and agrees that, during the term of this Agreement, such Sponsor Party shall not, directly or indirectly, enter into any voting agreement, voting trust, proxy arrangement, or other contract, agreement, arrangement, or understanding (whether written or oral) with respect to any Subject Shares that is inconsistent with the obligations of such

Section 2.3 — Proxy. Each Sponsor Party hereby irrevocably appoints HBT (and any designee of HBT) as such Sponsor Party's true and lawful attorney-in-fact and proxy, with full power of substitution and resubstitution, for and in the name, place, and stead of such Sponsor Party, to vote (or cause to be voted) the Subject Shares beneficially owned by such Sponsor Party at the Special Meeting (or at any adjournment or p

ARTICLE III — FORFEITURE OF FOUNDER SHARES; WAIVER OF ANTI-DILUTION AND REDEMPTION RIGHTS

Section 3.1 — Forfeiture of Founder Shares. (a) Effective as of, and contingent upon, the Closing, the Sponsor hereby irrevocably agrees to forfeit, surrender, and return to PVAC (or, following the Re-Domestication, the Combined Company, as applicable) for cancellation, for no consideration whatsoever, Three Hundred Seventy-Five Thousand (375,000) Founder Shares (the "Forfeited Shares"), representing thirty percent (

Section 3.2 — Waiver of Anti-Dilution Rights. The Sponsor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all anti-dilution protections, conversion ratio adjustments, or similar adjustment rights applicable to the Founder Shares, including any rights arising under or pursuant to the Amended and Restated Memorandum and Articles of Association of PVAC (or any su

Section 3.3 — Waiver of Redemption Rights. Each Sponsor Party hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or otherwise seek to enforce, any right to redeem, or to tender for redemption, any Subject Shares (including all 1,250,000 Founder Shares and any Class A ordinary shares of PVAC, if any, that may hereafter be acquired by any Sponsor Party) in connection with the Special Mee

Section 3.4 — Waiver of Trust Account Claims. Each Sponsor Party hereby agrees that it shall not, and irrevocably and unconditionally waives any right to, seek recourse against, or make or bring any action, claim, suit, or proceeding against, the Trust Account (which, as of the date hereof, holds approximately Fifty-One Million Two Hundred Forty-Seven Thousand Eight Hundred Thirteen Dollars and Fifty-Five Cents ($51,

Section 4.1 — Lock-Up Restriction. During the Lock-Up Period, no Sponsor Party shall, directly or indirectly: (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right, or warrant to purchase, make any short sale of, or otherwise Transfer or dispose of, or agree to Transfer or dispose of, directly or indirectly, any Lock-Up Shares (i.e., the 875,000 Retained Shares, including an

Section 4.2 — Lock-Up Period; Early Release. (a) Standard Lock-Up Period. The Lock-Up Period shall commence on the Closing Date and shall end at 11:59 p.m., Eastern Time, on the date that is twelve (12) months after the Closing Date (such date, the "Standard Expiration Date"). (b) Early Release Trigger. Notwithstanding Section 4.2(a), the Lock-Up Period shall terminate earlier with respect to all Lock-Up Shares (and

Section 4.3 — Permitted Transfers. Notwithstanding the restrictions set forth in Section 4.1, a Sponsor Party may Transfer Lock-Up Shares during the Lock-Up Period to any of the following Persons in the following circumstances: (a) to any affiliate, member, manager, officer, director, or partner of the Sponsor, including Transfers by Derek Holroyd or Samantha Briggs to Pinnacle Venture Sponsor LLC (or vice versa), or

Section 4.4 — Legend. Each certificate or book-entry statement representing Lock-Up Shares shall bear the following restrictive legend (or a substantially similar legend) until such time as the Lock-Up Shares are no longer subject to the restrictions set forth in this Article IV: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR BOOK ENTRY) ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN SPONSOR S

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE SPONSOR PARTIES Each Sponsor Party hereby represents and warrants to HBT and PVAC, severally and not jointly, as of the date hereof and as of the Closing Date, as follows:

Section 5.1 — Organization and Authority (Sponsor). The Sponsor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Sponsor has all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder. The princip

Section 5.2 — Authorization; Binding Effect. The execution, delivery, and performance of this Agreement by each Sponsor Party, and the consummation by each Sponsor Party of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of such Sponsor Party (including, with respect to the Sponsor, approval by its Managing Members, Derek Holroyd and Samantha Briggs). Ea

Section 5.3 — Ownership of Shares. (a) As of the date hereof, the Sponsor is the sole record and beneficial owner of 1,250,000 Class B ordinary shares of PVAC (the Founder Shares), free and clear of all Liens, except (i) as created by this Agreement, (ii) as described in the Amended and Restated Memorandum and Articles of Association of PVAC, or (iii) restrictions on transfer under applicable federal and state securi

Section 5.4 — No Conflicts. The execution, delivery, and performance by each Sponsor Party of this Agreement, and the consummation by each Sponsor Party of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of the certificate of formation, limited liability company agreement, or other organizational documents of the Sponsor, (b) conflict with,

Section 5.5 — No Litigation. As of the date hereof, there is no action, suit, proceeding, arbitration, investigation, or claim pending or, to the knowledge of any Sponsor Party, threatened in writing against any Sponsor Party before or by any Governmental Authority that would reasonably be expected to impair or delay such Sponsor Party's ability to perform its obligations under this Agreement or to consummate the tra

Section 5.6 — Reliance. Each Sponsor Party understands and acknowledges that (a) HBT is entering into the Business Combination Agreement in reliance upon the execution, delivery, and performance of this Agreement by the Sponsor Parties and (b) this Agreement is a material inducement to HBT's willingness to enter into the Business Combination Agreement and to consummate the Business Combination. Each Sponsor Party has

ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF HBT HBT hereby represents and warrants to each Sponsor Party and to PVAC as of the date hereof and as of the Closing Date, as follows:

Section 6.1 — Organization and Authority. HBT is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on June 12, 2018. HBT has all requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to perform all of its obligations hereunder. The principal office of HB

Section 6.2 — Authorization; Binding Effect. The execution, delivery, and performance of this Agreement by HBT, and the consummation by HBT of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of HBT, and no other corporate proceedings on the part of HBT are necessary to authorize this Agreement or to consummate the transactions contemplated here

Section 6.3 — No Conflicts. The execution, delivery, and performance by HBT of this Agreement, and the consummation by HBT of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of the certificate of incorporation, bylaws, or other organizational documents of HBT, (b) conflict with, violate, or result in a breach of, or constitute a default unde

ARTICLE VII — ADDITIONAL COVENANTS

Section 7.1 — No Solicitation. During the period commencing on the date hereof and ending on the earlier of the Closing or the valid termination of the Business Combination Agreement in accordance with its terms, no Sponsor Party shall, and each Sponsor Party shall cause its respective representatives, agents, advisors, and affiliates (to the extent acting on behalf of such Sponsor Party) not to, directly or indirect

Section 7.2 — Further Assurances. Each Sponsor Party shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances, and shall take, or cause to be taken, such further actions, as may be reasonably necessary or desirable to carry out the provisions hereof, to consummate the transactions contemplated hereby, and to give effect t

Section 7.3 — No Transfer of Subject Shares Prior to Closing. From the date hereof until the Closing (or the earlier valid termination of the Business Combination Agreement in accordance with its terms), no Sponsor Party shall, directly or indirectly, Transfer, assign, sell, gift-over, pledge, hypothecate, or otherwise dispose of or encumber, or enter into any contract, agreement, option, or other arrangement or unde

Section 7.4 — Public Announcements. No Sponsor Party shall issue any press release, make any public statement, or otherwise make any public disclosure regarding this Agreement, the Business Combination Agreement, or the transactions contemplated hereby or thereby, without the prior written consent of each of HBT and PVAC (which consent shall not be unreasonably withheld, conditioned, or delayed); provided, however, t

Section 7.5 — Insider Trading Compliance. Each Sponsor Party acknowledges that such Sponsor Party is aware that the United States federal and state securities laws, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, and state laws of similar effect, impose restrictions on the purchase and sale of securities by Persons who are in possession of material, n

Section 8.1 — Termination Events. This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of the following: (a) the valid termination of the Business Combination Agreement in accordance with its terms (it being understood that upon such termination, no forfeiture, lock-up, voting, or other obligations of the Sponsor Parties hereunder shall remain in effect, and the

Section 8.2 — Effect of Termination. (a) Upon termination of this Agreement pursuant to Section 8.1(a) or Section 8.1(b), this Agreement shall become void and of no further force or effect, and no Party shall have any continuing liability or obligation to any other Party hereunder, except (i) for any liability arising from a willful and material breach of this Agreement by any Party prior to such termination, which l

Section 9.1 — Notices. All notices, requests, demands, claims, consents, waivers, and other communications required or permitted to be given hereunder (each, a "Notice") shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) when sent by email (with confirmation of transmission and no automated bounce-back or rejection message) if sent du

Section 9.2 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 9.3 — Jurisdiction; Venue. Any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement or any of the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any such action, suit, or proceeding, the Superior Court of the State

Section 9.4 — WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY P

Section 9.5 — Specific Performance. The Parties acknowledge and agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by any Party, and that money damages or other legal remedies would not be an adequate remedy for any such dam

Section 9.6 — Entire Agreement. This Agreement, together with the Business Combination Agreement and the other ancillary agreements, certificates, instruments, and documents referred to therein or contemplated thereby, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, negoti

Section 9.7 — Amendment and Waiver. (a) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by a written instrument duly executed by each of the Sponsor, HBT, and PVAC. No amendment, modification, or supplement to this Agreement shall be binding upon the Sponsor Principals unless such amendment, modification, or supplement is also executed by e

Section 9.8 — Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, illegal, void, or unenforceable, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the Parties shall use their reasonable best efforts to find and

Section 9.9 — Assignment. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by any Party without the prior written consent of each other Party hereto; provided, however, that HBT may, without the consent of any other Party, assign all or any of its rights and obligations under this Agreement to the Combined Company following the Closing, and any such assignment shall not

Section 9.10 — No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective heirs, personal representatives, successors, and permitted assigns and is not intended to, and shall not, confer upon any other Person any legal or equitable rights, benefits, remedies, claims, or causes of action of any character whatsoever under or by reason of this Agreement; provided, however, t

Section 9.11 — Counterparts; Electronic Signatures. This Agreement may be executed in one or more 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 a signature page to this Agreement by electronic transmission, including by portable document format (PDF), Brightwater Software, or other electronic signa

Section 9.12 — Expenses. Except as otherwise expressly provided in the Business Combination Agreement or any other agreement among the Parties, each Party shall bear and pay its own costs and expenses (including fees and disbursements of legal counsel, financial advisors, and accountants) incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the transacti