1002-00001 · Pinnacle Venture Fund II LP · Engagement

engagement-letter-pinnacle-vc.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP 900 Third Avenue, 28th Floor New York, New York 10022

March 15, 2021

PRIVILEGED AND CONFIDENTIAL

Mr. Marcus Yuen Managing Partner Pinnacle Venture Fund II LP 388 Embarcadero Center, Suite 2400 San Francisco, California 94111

Re: Engagement of Calderwood & Harkness LLP — Initial Public Offering of Pinnacle Acquisition Corp. I

Dear Mr. Yuen:

We are pleased to confirm that Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged by Pinnacle Venture Fund II LP, a Delaware limited partnership ("Pinnacle" or the "Sponsor"), and Pinnacle Acquisition Corp. I, a Delaware corporation (the "Company" and, together with the Sponsor, the "Clients"), to serve as issuer's counsel in connection with the proposed initial public offering (the "IPO") of units of the Company (the "Transaction"). This letter sets forth the terms and conditions of the engagement, and we ask that you review them carefully. We understand that this is one of the Firm's earliest engagements for Pinnacle, and we greatly appreciate the opportunity to work with you and your team. We look forward to bringing the full depth of our capital markets practice to bear on behalf of the Clients and to building a lasting professional relationship.

The terms and conditions governing our representation are set forth below.

1. Scope of Engagement

Our representation of the Clients in connection with the Transaction will include, but not be limited to, the following:

(a) Registration Statement. Preparation and filing with the Securities and Exchange Commission (the "SEC") of a Registration Statement on Form S-1 (including any and all amendments and supplements thereto) under the Securities Act of 1933, as amended (the "Securities Act"), relating to the IPO of up to 20,000,000 units (plus up to 3,000,000 additional units that may be issued pursuant to an over-allotment option granted to the underwriters) at an anticipated offering price of $10.00 per unit, for aggregate gross proceeds of up to $230,000,000. Our work in connection with the Registration Statement will include the preparation and submission of an initial confidential draft of the Registration Statement to the SEC pursuant to the Jumpstart Our Business Startups Act of 2012, as well as any subsequent confidential draft submissions and the eventual public filing of the Registration Statement on EDGAR. We will prepare the Company's responses to any SEC staff comment letters received in connection with the review of the Registration Statement, coordinate the preparation of all pre-effective amendments, and advise the Clients on the SEC's review process through effectiveness of the Registration Statement.

(b) Underwriting Agreement. Drafting and negotiation of the Underwriting Agreement between the Company and Ridgeline Whitfield Securities LLC, as representative of the several underwriters (including Halyard Capital Markets Inc., as co-manager of the offering), relating to the offer and sale of the units in the IPO. The Underwriting Agreement is expected to provide, among other things, for an upfront underwriting discount of 2.0% of the gross proceeds of the IPO and a deferred underwriting commission of 3.5% of the gross proceeds of the IPO, with the deferred underwriting commission to be deposited in the trust account and payable to the underwriters only upon the Company's consummation of an initial business combination.

(c) Investment Management Trust Agreement. Drafting of the Investment Management Trust Agreement between the Company and Continental Dunmore Financial, as trustee, governing the establishment, maintenance, and administration of the trust account into which the net proceeds of the IPO (at least $10.00 per public share sold in the IPO) will be deposited and held pending the Company's consummation of an initial business combination or the liquidation and distribution of the trust account in accordance with its terms.

(d) Warrant Agreement. Drafting of the Warrant Agreement between the Company and Continental Dunmore Financial, as warrant agent, covering the public warrants included as a component of the units sold in the IPO and the private placement warrants to be purchased by the Sponsor simultaneously with the consummation of the IPO, including all terms related to exercise, adjustment, and redemption of such warrants.

(e) Letter Agreement (Insider Lock-Up). Drafting of a Letter Agreement (containing insider lock-up and transfer restriction provisions) among the Company, the Sponsor, and each of the Company's officers and directors — specifically, Marcus Yuen, Deborah Sinclair, Raymond Holtz, Nadia Petrova, and William K. Ashmore — providing for, among other things, restrictions on the transfer of the founder shares and private placement warrants held by such persons until specified periods following the consummation of an initial business combination.

(f) Registration Rights Agreement. Drafting of a Registration Rights Agreement among the Company, the Sponsor, and certain security holders, which will provide demand and piggyback registration rights with respect to the founder shares, private placement warrants, and any shares of common stock underlying such securities, and will contain customary terms regarding indemnification and participation rights.

(g) Corporate Organizational Documents. Preparation of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, each to be adopted in connection with the IPO and filed (in the case of the Amended and Restated Certificate of Incorporation) with the Secretary of State of the State of Delaware. These documents will contain customary provisions for a blank-check company, including provisions relating to the trust account, shareholder redemption rights, the business combination deadline, and the classification of the board of directors.

(h) Legal Opinions. Delivery of customary legal opinions and a 10b-5 negative assurance letter (commonly referred to as a "comfort" or "disclosure" letter) addressed to the underwriters, in connection with the closing of the IPO and, if applicable, at any subsequent closing in connection with the exercise of the over-allotment option. In addition, we will prepare and deliver a tax opinion regarding the federal income tax treatment of the units (and the components thereof) for inclusion in, or filing as an exhibit to, the Registration Statement.

(i) Closing Deliverables. Preparation of closing deliverables customary for transactions of this nature, including, without limitation, officer's certificates, secretary's certificates, good standing certificates, incumbency certificates, and a comprehensive closing checklist and closing set.

(j) General Advice. General corporate and securities law advice in connection with the IPO, including advice relating to the Company's application for listing of the units, shares of Class A common stock, and warrants on the Nasdaq Capital Market (anticipated ticker symbols: PNACU for units, PNAC for shares of Class A common stock, and PNACW for warrants), coordination with the Financial Industry Regulatory Authority, Inc. ("FINRA") in connection with its review of the underwriting terms and arrangements, and advice regarding blue sky matters and state securities law compliance as may be necessary or appropriate.

(k) Coordination with Other Advisors. Coordination with the various other professional advisors engaged in connection with the Transaction, including (i) underwriters' counsel, Whitmore & Caldwell LLP (contact: Garrett Doyle), (ii) the Company's Delaware counsel, Beckett & Hale LLP (contact: Amanda Chisholm), (iii) the Company's independent registered public accounting firm, Trask, Worthington & Giordano LLP (contact: Sean Novotny), and (iv) Continental Dunmore Financial, as trustee and warrant agent. We will work closely with each of these advisors to facilitate an efficient and coordinated transaction process.

Scope Exclusion. The Clients acknowledge and agree that this engagement does not include, and the Firm has not been engaged to provide, legal services in connection with any post-IPO business combination transaction (a "de-SPAC transaction"), which engagement, if desired by the Clients, would be the subject of a separate engagement letter to be negotiated and executed at such time. This engagement also does not include the representation of the Clients in connection with the Company's ongoing reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), following the consummation of the IPO, unless separately agreed to in writing by the Firm and the Clients. Furthermore, this engagement does not include the provision of any state or local tax advice, advice regarding the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any employment law advice. The Clients should retain separate counsel to the extent that they require legal services in any of these areas.

2. Dual Representation; Identity of Clients

The Clients acknowledge that C&H has been engaged to represent, and is simultaneously representing, both Pinnacle Venture Fund II LP (the Sponsor) and Pinnacle Acquisition Corp. I (the Company) in connection with this engagement. At this stage of the Transaction (prior to the Company's consummation of an initial business combination), the interests of the Sponsor and the Company are closely aligned. The Sponsor formed and controls the Company through Pinnacle Venture Management II LLC, a Delaware limited liability company, which serves as the general partner of the Sponsor. The Company was incorporated in the State of Delaware on January 22, 2021 (Delaware Secretary of State File No. 7319284; Employer Identification Number: 86-3194507) and is a blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

The Clients understand that, should circumstances arise in which the interests of the Sponsor and the Company materially diverge or become adverse to one another — for example, in connection with the negotiation or consummation of a future business combination, or in connection with any dispute between the Sponsor and the Company regarding the terms of the founder shares or other arrangements — C&H will be required to reassess whether continued dual representation is appropriate under the applicable rules of professional conduct. In such circumstances, C&H may recommend, or may be required, to withdraw from the representation of one or both of the Clients and may recommend that one or both of the Clients retain independent counsel. We will endeavor to raise any such issues promptly if and when they arise.

By executing this engagement letter, each of the Clients provides its informed consent, in accordance with Rule 1.7 of the New York Rules of Professional Conduct, to C&H's concurrent representation of both the Sponsor and the Company in connection with this engagement, having been afforded the opportunity to consult with independent counsel regarding the implications of such dual representation.

3. Engagement Team

The following attorneys will have primary responsibility for the engagement:

Other attorneys and paraprofessionals of the Firm may assist from time to time as needed, depending on the particular requirements of the engagement and the availability of the engagement team. Jennifer Kwon will serve as the primary point of contact for the Clients with respect to all matters relating to this engagement and should be contacted in the first instance with any questions, instructions, or communications regarding the Transaction. Ms. Kwon can be reached at (212) 555-8400 or jennifer.kwon@calderwoodharkness.com.

4. Fees and Expenses

(a) Hourly Rates. Fees for legal services rendered in connection with this engagement will be based upon the time spent by attorneys and paraprofessionals at their standard hourly rates, which are established by the Firm and are intended to reflect the experience, skill, and expertise of each individual professional. The current standard hourly rates applicable to the professionals expected to work on this engagement are as follows:

These rates are subject to periodic adjustment, typically on an annual basis at or around the beginning of each calendar year. The Clients will be notified of any changes to the applicable hourly rates. To the extent any rate adjustment takes effect during the course of this engagement, the adjusted rates will apply to services rendered on or after the effective date of such adjustment.

(b) Fee Estimate. Based on the Firm's current understanding of the scope of the Transaction and our experience with comparable initial public offerings of special purpose acquisition companies, total legal fees for this engagement are estimated not to exceed $750,000, exclusive of disbursements. The Clients should understand that this figure is an estimate only and does not constitute a fixed fee, flat fee, or fee cap. The Firm will endeavor to notify the Clients promptly if it appears that total fees will materially exceed this estimate. The actual fees incurred will depend upon a number of factors, many of which are outside the Firm's control, including without limitation the number, nature, and complexity of SEC staff comment letters received in connection with the review of the Registration Statement, the extent and complexity of negotiations with the underwriters and their counsel regarding the terms of the Underwriting Agreement and other transaction documents, any changes to the deal structure or offering terms, and the overall pace and timeline of the Transaction.

(c) Disbursements. In addition to legal fees, the Clients will be responsible for reimbursing the Firm for all disbursements and out-of-pocket expenses incurred in connection with this engagement, including but not limited to SEC filing fees, printing costs, travel expenses, EDGAR filing agent fees, messenger and courier services, long-distance telephone charges, and similar costs. All disbursements will be billed at the Firm's actual cost. The SEC registration fee payable in connection with the filing of the Registration Statement is anticipated to be approximately $23,475, based on a maximum aggregate offering price of $230,000,000 (calculated as $200,000,000 for the base offering plus $30,000,000 for the over-allotment option), using the then-current SEC fee rate of approximately $0.0001091 per dollar of the maximum aggregate offering price, subject to adjustment per the SEC's published fee schedule. EDGAR filing and financial printing services will be provided by Donnovan Financial Printers Inc. and will be billed directly to the Company or, in the event such costs are initially paid by C&H on the Company's behalf, passed through to the Clients at cost without markup.

(d) Billing and Payment Terms. The Firm will render invoices on a monthly basis, at the end of each calendar month during which legal services are performed or disbursements are incurred. Each invoice will set forth a summary description of the services rendered, the identity of the professionals who performed such services, the hours worked, and the applicable hourly rates, together with an itemization of any disbursements. Payment of each invoice is due within thirty (30) days of the date of the invoice. In the event of any billing inquiry or dispute, the Clients should contact Theodore Langston, the billing partner, promptly upon receipt of the invoice. Pinnacle Venture Fund II LP (the Sponsor) shall be primarily responsible for the payment of all fees and expenses incurred in connection with this engagement. The Company shall be jointly and severally liable with the Sponsor for the payment of all such fees and expenses.

5. Conflicts of Interest

C&H has conducted a conflicts of interest check in accordance with its standard procedures, which check was completed on March 11, 2021. Based on the results of that check, the Firm has identified no conflicts of interest that would preclude this engagement under the New York Rules of Professional Conduct.

In the interest of full transparency, the Firm wishes to disclose the following prior representations that involved parties who will participate in the Transaction:

(i) The Firm has previously represented Ridgeline Whitfield Securities LLC — which will act as lead underwriter and representative of the several underwriters in this Transaction — on certain unrelated matters that have been concluded and are now closed. Ridgeline Whitfield will be a counterparty to the Company in connection with the Underwriting Agreement, and Ridgeline Whitfield will be separately represented in this Transaction by its own counsel. No current representation of Ridgeline Whitfield by the Firm exists, and no adverse representation of the Clients against Ridgeline Whitfield is contemplated.

(ii) The Firm has also previously represented Continental Dunmore Financial — which will serve as trustee under the Investment Management Trust Agreement and as warrant agent under the Warrant Agreement — on an unrelated trust indenture matter that has been concluded and is now closed. Continental Dunmore Financial's role in this Transaction is ministerial in nature, and no current representation of Continental Dunmore Financial by the Firm exists.

No other potential conflicts were identified with respect to Halyard Capital Markets Inc., Whitmore & Caldwell LLP, Beckett & Hale LLP, Trask, Worthington & Giordano LLP, or any of the Company's officers and directors (Marcus Yuen, Deborah Sinclair, Raymond Holtz, Nadia Petrova, and William K. Ashmore).

The Clients acknowledge and agree that the Firm's representation of the Clients in this matter does not preclude the Firm from representing, or continuing to represent, other clients (including clients that may have interests adverse to the Clients) in matters that are unrelated to this engagement, including, without limitation, other clients in the financial services, technology, and capital markets sectors in which the Clients or their affiliates operate. The Firm undertakes not to represent any other party in this specific Transaction in a manner that is adverse to the Clients' interests in the Transaction without first obtaining the Clients' prior written consent.

6. Confidentiality

C&H will maintain the confidentiality of all information provided by the Clients in connection with this engagement, in accordance with the Firm's professional obligations and applicable rules of professional conduct. Confidential information received from the Clients will not be disclosed to third parties except (a) to Firm personnel (including attorneys, paraprofessionals, administrative staff, and outside service providers operating under obligations of confidentiality) who are working on the engagement and who have a need to know such information, (b) as authorized by the Clients, including disclosure to other parties to the Transaction (such as the underwriters, the auditors, the trustee, Delaware counsel, and their respective representatives) as is necessary or appropriate to consummate the IPO, and (c) as required by applicable law, regulation, court order, or ethical obligation.

The Clients further acknowledge that certain information provided to the Firm in connection with this engagement will be publicly disclosed in the Registration Statement, the Prospectus, and other filings made with the SEC, as required by the Securities Act and the rules and regulations of the SEC. The Firm's obligation of confidentiality shall not extend to information that has been made publicly available through such filings or otherwise.

7. Document Retention

The Firm's file-retention policy provides for the retention of engagement files (including both paper and electronic files) for a period of ten (10) years following the conclusion of the matter, as determined by the closing of the Firm's file for the engagement. After the expiration of such ten-year retention period, the Firm may destroy or dispose of the engagement files, or any portion thereof, without further notice to, or consent from, the Clients. The Firm shall have no obligation to retain any files beyond the ten-year retention period.

The Clients are encouraged to maintain their own complete copies of all important documents, correspondence, and work product generated in connection with this engagement. Electronically stored information will be retained and managed in accordance with the Firm's electronic records management policies, which are designed to comply with applicable legal and regulatory requirements regarding the preservation and management of electronic records.

8. Limitation of Liability

To the fullest extent permitted by applicable law and the New York Rules of Professional Conduct, the aggregate liability of the Firm and its partners, counsel, associates, and other personnel to the Clients arising out of, or in any way relating to, the legal services provided under this engagement (whether such liability arises in contract, tort, or otherwise) shall not exceed the total amount of fees actually paid by the Clients to the Firm in connection with this engagement. This limitation of liability applies to all claims and all theories of recovery, including, without limitation, claims for negligence, breach of fiduciary duty, breach of contract, and any statutory claims.

Notwithstanding the foregoing, this limitation of liability shall not apply to any losses, damages, or liabilities that are finally determined by a court of competent jurisdiction or an arbitrator (as applicable) to have arisen from the Firm's willful misconduct or fraud.

9. Termination

Either party may terminate this engagement at any time, with or without cause, by providing written notice to the other party. In the case of a termination by the Clients, such notice should be directed to Jennifer Kwon at the address set forth above. In the case of a termination by the Firm, notice will be provided to the Clients at the addresses set forth in this letter or at such other address as the Clients may subsequently designate in writing.

Upon termination of this engagement, the Clients shall remain obligated to pay all fees for services rendered and all disbursements incurred through the effective date of termination. Any unpaid amounts shall be due and payable in accordance with the billing and payment terms set forth in Section 4 of this letter.

Following any termination, C&H will cooperate reasonably with the Clients in the orderly transition of the matter to successor counsel designated by the Clients, including by making available copies of relevant files and work product (subject to the Firm's retention of one copy for its own records and subject to payment of all outstanding fees and expenses), all in accordance with applicable ethical rules and professional obligations.

10. Governing Law; Dispute Resolution

This engagement letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this engagement letter, or the breach, termination, or invalidity thereof, shall be resolved by binding arbitration administered in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, before a single arbitrator selected in accordance with such rules, unless the parties mutually agree in writing to an alternative dispute resolution mechanism. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees incurred in connection with any such arbitration, unless the arbitrator determines that the circumstances warrant a different allocation.

11. Entire Agreement; Amendments

This engagement letter constitutes the entire agreement between the Firm and the Clients with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, relating to the terms and conditions of the Firm's engagement by the Clients in connection with the Transaction.

This engagement letter may not be amended, modified, supplemented, or waived except by a written instrument signed by the Firm and each of the Clients. No oral agreement or understanding shall modify or affect the terms of this letter.

12. Counterparts

This engagement letter may be executed in one or more counterparts (including by means of electronic signature delivered via Brightwater Software, Ashford Health IT, or portable document format (PDF) transmitted by electronic mail), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. A signed copy of this engagement letter delivered by electronic transmission shall have the same legal effect as delivery of an original signed copy.

We would appreciate it if you would review the foregoing terms carefully and, if they accurately reflect your understanding of the terms and conditions of this engagement, sign and return a copy of this letter to the attention of Jennifer Kwon at the address set forth above or by electronic mail to jennifer.kwon@calderwoodharkness.com. We are delighted to have the opportunity to represent Pinnacle and the Company in connection with the IPO, and we very much look forward to working with you and your team on this Transaction.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Jennifer Kwon Partner

AGREED AND ACCEPTED

PINNACLE VENTURE FUND II LP

By: Pinnacle Venture Management II LLC, its General Partner

By: ________

Name: Marcus Yuen

Title: Managing Partner

Date: March 15, 2021

PINNACLE ACQUISITION CORP. I

By: ________

Name: Marcus Yuen

Title: Chairman & Chief Executive Officer

Date: March 15, 2021

Attorney	Role	Practice Group
Jennifer Kwon, Partner	Responsible Partner	Capital Markets
Theodore Langston, Partner	Billing Partner	Capital Markets
Claire Dempsey, Associate	Lead Associate	Capital Markets
Audrey Zhou, Associate	Working Associate	Capital Markets
Professional Category	Hourly Rate Range
Partners	$1,050 – $1,350
Counsel	$875 – $1,050
Associates	$575 – $925
Paraprofessionals	$250 – $425

CALDERWOOD & HARKNESS LLP 900 Third Avenue, 28th Floor New York, New York 10022
March 15, 2021
PRIVILEGED AND CONFIDENTIAL
Mr. Marcus Yuen Managing Partner Pinnacle Venture Fund II LP 388 Embarcadero Center, Suite 2400 San Francisco, California 94111
Re: Engagement of Calderwood & Harkness LLP — Initial Public Offering of Pinnacle Acquisition Corp. I
Dear Mr. Yuen:
We are pleased to confirm that Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged by Pinnacle Venture Fund II LP, a Delaware limited partnership ("Pinnacle" or the "Sponsor"), and Pinnacle Acquisition Corp. I, a Delaware corporation (the "Company" and, together with the Sponsor, the "Clients"), to serve as issuer's counsel in connection with the proposed initial public offering (the "IPO") of units of the Company (the "Transaction"). This letter sets forth the terms and conditions of the engagement, and we ask that you review them carefully. We understand that this is one of the Firm's earliest engagements for Pinnacle, and we greatly appreciate the opportunity to work with you and your team. We look forward to bringing the full depth of our capital markets practice to bear on behalf of the Clients and to building a lasting professional relationship.
The terms and conditions governing our representation are set forth below.
1. Scope of Engagement
Our representation of the Clients in connection with the Transaction will include, but not be limited to, the following:
(a) Registration Statement. Preparation and filing with the Securities and Exchange Commission (the "SEC") of a Registration Statement on Form S-1 (including any and all amendments and supplements thereto) under the Securities Act of 1933, as amended (the "Securities Act"), relating to the IPO of up to 20,000,000 units (plus up to 3,000,000 additional units that may be issued pursuant to an over-allotment option granted to the underwriters) at an anticipated offering price of $10.00 per unit, for aggregate gross proceeds of up to $230,000,000. Our work in connection with the Registration Statement will include the preparation and submission of an initial confidential draft of the Registration Statement to the SEC pursuant to the Jumpstart Our Business Startups Act of 2012, as well as any subsequent confidential draft submissions and the eventual public filing of the Registration Statement on EDGAR. We will prepare the Company's responses to any SEC staff comment letters received in connection with the review of the Registration Statement, coordinate the preparation of all pre-effective amendments, and advise the Clients on the SEC's review process through effectiveness of the Registration Statement.
(b) Underwriting Agreement. Drafting and negotiation of the Underwriting Agreement between the Company and Ridgeline Whitfield Securities LLC, as representative of the several underwriters (including Halyard Capital Markets Inc., as co-manager of the offering), relating to the offer and sale of the units in the IPO. The Underwriting Agreement is expected to provide, among other things, for an upfront underwriting discount of 2.0% of the gross proceeds of the IPO and a deferred underwriting commission of 3.5% of the gross proceeds of the IPO, with the deferred underwriting commission to be deposited in the trust account and payable to the underwriters only upon the Company's consummation of an initial business combination.
(c) Investment Management Trust Agreement. Drafting of the Investment Management Trust Agreement between the Company and Continental Dunmore Financial, as trustee, governing the establishment, maintenance, and administration of the trust account into which the net proceeds of the IPO (at least $10.00 per public share sold in the IPO) will be deposited and held pending the Company's consummation of an initial business combination or the liquidation and distribution of the trust account in accordance with its terms.
(d) Warrant Agreement. Drafting of the Warrant Agreement between the Company and Continental Dunmore Financial, as warrant agent, covering the public warrants included as a component of the units sold in the IPO and the private placement warrants to be purchased by the Sponsor simultaneously with the consummation of the IPO, including all terms related to exercise, adjustment, and redemption of such warrants.
(e) Letter Agreement (Insider Lock-Up). Drafting of a Letter Agreement (containing insider lock-up and transfer restriction provisions) among the Company, the Sponsor, and each of the Company's officers and directors — specifically, Marcus Yuen, Deborah Sinclair, Raymond Holtz, Nadia Petrova, and William K. Ashmore — providing for, among other things, restrictions on the transfer of the founder shares and private placement warrants held by such persons until specified periods following the consummation of an initial business combination.
(f) Registration Rights Agreement. Drafting of a Registration Rights Agreement among the Company, the Sponsor, and certain security holders, which will provide demand and piggyback registration rights with respect to the founder shares, private placement warrants, and any shares of common stock underlying such securities, and will contain customary terms regarding indemnification and participation rights.
(g) Corporate Organizational Documents. Preparation of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, each to be adopted in connection with the IPO and filed (in the case of the Amended and Restated Certificate of Incorporation) with the Secretary of State of the State of Delaware. These documents will contain customary provisions for a blank-check company, including provisions relating to the trust account, shareholder redemption rights, the business combination deadline, and the classification of the board of directors.
(h) Legal Opinions. Delivery of customary legal opinions and a 10b-5 negative assurance letter (commonly referred to as a "comfort" or "disclosure" letter) addressed to the underwriters, in connection with the closing of the IPO and, if applicable, at any subsequent closing in connection with the exercise of the over-allotment option. In addition, we will prepare and deliver a tax opinion regarding the federal income tax treatment of the units (and the components thereof) for inclusion in, or filing as an exhibit to, the Registration Statement.
(i) Closing Deliverables. Preparation of closing deliverables customary for transactions of this nature, including, without limitation, officer's certificates, secretary's certificates, good standing certificates, incumbency certificates, and a comprehensive closing checklist and closing set.
(j) General Advice. General corporate and securities law advice in connection with the IPO, including advice relating to the Company's application for listing of the units, shares of Class A common stock, and warrants on the Nasdaq Capital Market (anticipated ticker symbols: PNACU for units, PNAC for shares of Class A common stock, and PNACW for warrants), coordination with the Financial Industry Regulatory Authority, Inc. ("FINRA") in connection with its review of the underwriting terms and arrangements, and advice regarding blue sky matters and state securities law compliance as may be necessary or appropriate.
(k) Coordination with Other Advisors. Coordination with the various other professional advisors engaged in connection with the Transaction, including (i) underwriters' counsel, Whitmore & Caldwell LLP (contact: Garrett Doyle), (ii) the Company's Delaware counsel, Beckett & Hale LLP (contact: Amanda Chisholm), (iii) the Company's independent registered public accounting firm, Trask, Worthington & Giordano LLP (contact: Sean Novotny), and (iv) Continental Dunmore Financial, as trustee and warrant agent. We will work closely with each of these advisors to facilitate an efficient and coordinated transaction process.
Scope Exclusion. The Clients acknowledge and agree that this engagement does not include, and the Firm has not been engaged to provide, legal services in connection with any post-IPO business combination transaction (a "de-SPAC transaction"), which engagement, if desired by the Clients, would be the subject of a separate engagement letter to be negotiated and executed at such time. This engagement also does not include the representation of the Clients in connection with the Company's ongoing reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), following the consummation of the IPO, unless separately agreed to in writing by the Firm and the Clients. Furthermore, this engagement does not include the provision of any state or local tax advice, advice regarding the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any employment law advice. The Clients should retain separate counsel to the extent that they require legal services in any of these areas.
2. Dual Representation; Identity of Clients
The Clients acknowledge that C&H has been engaged to represent, and is simultaneously representing, both Pinnacle Venture Fund II LP (the Sponsor) and Pinnacle Acquisition Corp. I (the Company) in connection with this engagement. At this stage of the Transaction (prior to the Company's consummation of an initial business combination), the interests of the Sponsor and the Company are closely aligned. The Sponsor formed and controls the Company through Pinnacle Venture Management II LLC, a Delaware limited liability company, which serves as the general partner of the Sponsor. The Company was incorporated in the State of Delaware on January 22, 2021 (Delaware Secretary of State File No. 7319284; Employer Identification Number: 86-3194507) and is a blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.
The Clients understand that, should circumstances arise in which the interests of the Sponsor and the Company materially diverge or become adverse to one another — for example, in connection with the negotiation or consummation of a future business combination, or in connection with any dispute between the Sponsor and the Company regarding the terms of the founder shares or other arrangements — C&H will be required to reassess whether continued dual representation is appropriate under the applicable rules of professional conduct. In such circumstances, C&H may recommend, or may be required, to withdraw from the representation of one or both of the Clients and may recommend that one or both of the Clients retain independent counsel. We will endeavor to raise any such issues promptly if and when they arise.
By executing this engagement letter, each of the Clients provides its informed consent, in accordance with Rule 1.7 of the New York Rules of Professional Conduct, to C&H's concurrent representation of both the Sponsor and the Company in connection with this engagement, having been afforded the opportunity to consult with independent counsel regarding the implications of such dual representation.
3. Engagement Team
The following attorneys will have primary responsibility for the engagement:
Other attorneys and paraprofessionals of the Firm may assist from time to time as needed, depending on the particular requirements of the engagement and the availability of the engagement team. Jennifer Kwon will serve as the primary point of contact for the Clients with respect to all matters relating to this engagement and should be contacted in the first instance with any questions, instructions, or communications regarding the Transaction. Ms. Kwon can be reached at (212) 555-8400 or jennifer.kwon@calderwoodharkness.com.
4. Fees and Expenses
(a) Hourly Rates. Fees for legal services rendered in connection with this engagement will be based upon the time spent by attorneys and paraprofessionals at their standard hourly rates, which are established by the Firm and are intended to reflect the experience, skill, and expertise of each individual professional. The current standard hourly rates applicable to the professionals expected to work on this engagement are as follows:
These rates are subject to periodic adjustment, typically on an annual basis at or around the beginning of each calendar year. The Clients will be notified of any changes to the applicable hourly rates. To the extent any rate adjustment takes effect during the course of this engagement, the adjusted rates will apply to services rendered on or after the effective date of such adjustment.
(b) Fee Estimate. Based on the Firm's current understanding of the scope of the Transaction and our experience with comparable initial public offerings of special purpose acquisition companies, total legal fees for this engagement are estimated not to exceed $750,000, exclusive of disbursements. The Clients should understand that this figure is an estimate only and does not constitute a fixed fee, flat fee, or fee cap. The Firm will endeavor to notify the Clients promptly if it appears that total fees will materially exceed this estimate. The actual fees incurred will depend upon a number of factors, many of which are outside the Firm's control, including without limitation the number, nature, and complexity of SEC staff comment letters received in connection with the review of the Registration Statement, the extent and complexity of negotiations with the underwriters and their counsel regarding the terms of the Underwriting Agreement and other transaction documents, any changes to the deal structure or offering terms, and the overall pace and timeline of the Transaction.
(c) Disbursements. In addition to legal fees, the Clients will be responsible for reimbursing the Firm for all disbursements and out-of-pocket expenses incurred in connection with this engagement, including but not limited to SEC filing fees, printing costs, travel expenses, EDGAR filing agent fees, messenger and courier services, long-distance telephone charges, and similar costs. All disbursements will be billed at the Firm's actual cost. The SEC registration fee payable in connection with the filing of the Registration Statement is anticipated to be approximately $23,475, based on a maximum aggregate offering price of $230,000,000 (calculated as $200,000,000 for the base offering plus $30,000,000 for the over-allotment option), using the then-current SEC fee rate of approximately $0.0001091 per dollar of the maximum aggregate offering price, subject to adjustment per the SEC's published fee schedule. EDGAR filing and financial printing services will be provided by Donnovan Financial Printers Inc. and will be billed directly to the Company or, in the event such costs are initially paid by C&H on the Company's behalf, passed through to the Clients at cost without markup.
(d) Billing and Payment Terms. The Firm will render invoices on a monthly basis, at the end of each calendar month during which legal services are performed or disbursements are incurred. Each invoice will set forth a summary description of the services rendered, the identity of the professionals who performed such services, the hours worked, and the applicable hourly rates, together with an itemization of any disbursements. Payment of each invoice is due within thirty (30) days of the date of the invoice. In the event of any billing inquiry or dispute, the Clients should contact Theodore Langston, the billing partner, promptly upon receipt of the invoice. Pinnacle Venture Fund II LP (the Sponsor) shall be primarily responsible for the payment of all fees and expenses incurred in connection with this engagement. The Company shall be jointly and severally liable with the Sponsor for the payment of all such fees and expenses.
5. Conflicts of Interest
C&H has conducted a conflicts of interest check in accordance with its standard procedures, which check was completed on March 11, 2021. Based on the results of that check, the Firm has identified no conflicts of interest that would preclude this engagement under the New York Rules of Professional Conduct.
In the interest of full transparency, the Firm wishes to disclose the following prior representations that involved parties who will participate in the Transaction:
(i) The Firm has previously represented Ridgeline Whitfield Securities LLC — which will act as lead underwriter and representative of the several underwriters in this Transaction — on certain unrelated matters that have been concluded and are now closed. Ridgeline Whitfield will be a counterparty to the Company in connection with the Underwriting Agreement, and Ridgeline Whitfield will be separately represented in this Transaction by its own counsel. No current representation of Ridgeline Whitfield by the Firm exists, and no adverse representation of the Clients against Ridgeline Whitfield is contemplated.
(ii) The Firm has also previously represented Continental Dunmore Financial — which will serve as trustee under the Investment Management Trust Agreement and as warrant agent under the Warrant Agreement — on an unrelated trust indenture matter that has been concluded and is now closed. Continental Dunmore Financial's role in this Transaction is ministerial in nature, and no current representation of Continental Dunmore Financial by the Firm exists.
No other potential conflicts were identified with respect to Halyard Capital Markets Inc., Whitmore & Caldwell LLP, Beckett & Hale LLP, Trask, Worthington & Giordano LLP, or any of the Company's officers and directors (Marcus Yuen, Deborah Sinclair, Raymond Holtz, Nadia Petrova, and William K. Ashmore).
The Clients acknowledge and agree that the Firm's representation of the Clients in this matter does not preclude the Firm from representing, or continuing to represent, other clients (including clients that may have interests adverse to the Clients) in matters that are unrelated to this engagement, including, without limitation, other clients in the financial services, technology, and capital markets sectors in which the Clients or their affiliates operate. The Firm undertakes not to represent any other party in this specific Transaction in a manner that is adverse to the Clients' interests in the Transaction without first obtaining the Clients' prior written consent.
6. Confidentiality
C&H will maintain the confidentiality of all information provided by the Clients in connection with this engagement, in accordance with the Firm's professional obligations and applicable rules of professional conduct. Confidential information received from the Clients will not be disclosed to third parties except (a) to Firm personnel (including attorneys, paraprofessionals, administrative staff, and outside service providers operating under obligations of confidentiality) who are working on the engagement and who have a need to know such information, (b) as authorized by the Clients, including disclosure to other parties to the Transaction (such as the underwriters, the auditors, the trustee, Delaware counsel, and their respective representatives) as is necessary or appropriate to consummate the IPO, and (c) as required by applicable law, regulation, court order, or ethical obligation.
The Clients further acknowledge that certain information provided to the Firm in connection with this engagement will be publicly disclosed in the Registration Statement, the Prospectus, and other filings made with the SEC, as required by the Securities Act and the rules and regulations of the SEC. The Firm's obligation of confidentiality shall not extend to information that has been made publicly available through such filings or otherwise.
7. Document Retention
The Firm's file-retention policy provides for the retention of engagement files (including both paper and electronic files) for a period of ten (10) years following the conclusion of the matter, as determined by the closing of the Firm's file for the engagement. After the expiration of such ten-year retention period, the Firm may destroy or dispose of the engagement files, or any portion thereof, without further notice to, or consent from, the Clients. The Firm shall have no obligation to retain any files beyond the ten-year retention period.
The Clients are encouraged to maintain their own complete copies of all important documents, correspondence, and work product generated in connection with this engagement. Electronically stored information will be retained and managed in accordance with the Firm's electronic records management policies, which are designed to comply with applicable legal and regulatory requirements regarding the preservation and management of electronic records.
8. Limitation of Liability
To the fullest extent permitted by applicable law and the New York Rules of Professional Conduct, the aggregate liability of the Firm and its partners, counsel, associates, and other personnel to the Clients arising out of, or in any way relating to, the legal services provided under this engagement (whether such liability arises in contract, tort, or otherwise) shall not exceed the total amount of fees actually paid by the Clients to the Firm in connection with this engagement. This limitation of liability applies to all claims and all theories of recovery, including, without limitation, claims for negligence, breach of fiduciary duty, breach of contract, and any statutory claims.
Notwithstanding the foregoing, this limitation of liability shall not apply to any losses, damages, or liabilities that are finally determined by a court of competent jurisdiction or an arbitrator (as applicable) to have arisen from the Firm's willful misconduct or fraud.
9. Termination
Either party may terminate this engagement at any time, with or without cause, by providing written notice to the other party. In the case of a termination by the Clients, such notice should be directed to Jennifer Kwon at the address set forth above. In the case of a termination by the Firm, notice will be provided to the Clients at the addresses set forth in this letter or at such other address as the Clients may subsequently designate in writing.
Upon termination of this engagement, the Clients shall remain obligated to pay all fees for services rendered and all disbursements incurred through the effective date of termination. Any unpaid amounts shall be due and payable in accordance with the billing and payment terms set forth in Section 4 of this letter.
Following any termination, C&H will cooperate reasonably with the Clients in the orderly transition of the matter to successor counsel designated by the Clients, including by making available copies of relevant files and work product (subject to the Firm's retention of one copy for its own records and subject to payment of all outstanding fees and expenses), all in accordance with applicable ethical rules and professional obligations.
10. Governing Law; Dispute Resolution
This engagement letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this engagement letter, or the breach, termination, or invalidity thereof, shall be resolved by binding arbitration administered in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, before a single arbitrator selected in accordance with such rules, unless the parties mutually agree in writing to an alternative dispute resolution mechanism. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees incurred in connection with any such arbitration, unless the arbitrator determines that the circumstances warrant a different allocation.
11. Entire Agreement; Amendments
This engagement letter constitutes the entire agreement between the Firm and the Clients with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, relating to the terms and conditions of the Firm's engagement by the Clients in connection with the Transaction.
This engagement letter may not be amended, modified, supplemented, or waived except by a written instrument signed by the Firm and each of the Clients. No oral agreement or understanding shall modify or affect the terms of this letter.
12. Counterparts
This engagement letter may be executed in one or more counterparts (including by means of electronic signature delivered via Brightwater Software, Ashford Health IT, or portable document format (PDF) transmitted by electronic mail), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. A signed copy of this engagement letter delivered by electronic transmission shall have the same legal effect as delivery of an original signed copy.
We would appreciate it if you would review the foregoing terms carefully and, if they accurately reflect your understanding of the terms and conditions of this engagement, sign and return a copy of this letter to the attention of Jennifer Kwon at the address set forth above or by electronic mail to jennifer.kwon@calderwoodharkness.com. We are delighted to have the opportunity to represent Pinnacle and the Company in connection with the IPO, and we very much look forward to working with you and your team on this Transaction.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Jennifer Kwon Partner
AGREED AND ACCEPTED
PINNACLE VENTURE FUND II LP
By: Pinnacle Venture Management II LLC, its General Partner
By: ________
Name: Marcus Yuen
Title: Managing Partner
Date: March 15, 2021
PINNACLE ACQUISITION CORP. I
By: ________
Name: Marcus Yuen
Title: Chairman & Chief Executive Officer
Date: March 15, 2021
Attorney | Role | Practice Group
Jennifer Kwon, Partner | Responsible Partner | Capital Markets
Theodore Langston, Partner | Billing Partner | Capital Markets
Claire Dempsey, Associate | Lead Associate | Capital Markets
Audrey Zhou, Associate | Working Associate | Capital Markets
Professional Category | Hourly Rate Range
Partners | $1,050 – $1,350
Counsel | $875 – $1,050
Associates | $575 – $925
Paraprofessionals | $250 – $425

CALDERWOOD & HARKNESS LLP 900 Third Avenue, 28th Floor New York, New York 10022

PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED

PINNACLE VENTURE FUND II LP

PINNACLE ACQUISITION CORP. I

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