1002-00001 · Pinnacle Venture Fund II LP · Transaction Documents

letter-agreement-insider-lockup.docx DOCUMENT Capital Markets

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LETTER AGREEMENT

June 25, 2021

Pinnacle Acquisition Corp. I 388 Embarcadero Center, Suite 2400 San Francisco, California 94111

Ridgeline Whitfield Securities LLC 299 Park Avenue, 31st Floor New York, New York 10171

Ladies and Gentlemen:

This Letter Agreement (this "Letter Agreement") is being executed and delivered as of the date first written above in connection with the initial public offering (the "IPO") of units (the "Units") of Pinnacle Acquisition Corp. I, a Delaware corporation (the "Company"). Each Unit consists of one share of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment as set forth in the Warrant Agreement (as defined below). The Company offered 20,000,000 Units at a price of $10.00 per Unit in the IPO pursuant to a Registration Statement on Form S-1 (Registration No. 333-254891) (the "Registration Statement"), which was declared effective by the Securities and Exchange Commission (the "SEC") on May 24, 2021. Pursuant to the terms of the Underwriting Agreement dated June 22, 2021 (the "Underwriting Agreement"), by and among the Company and the underwriters named therein, the underwriters were granted a 45-day option to purchase up to 3,000,000 additional Units solely to cover over-allotments, if any.

Ridgeline Whitfield Securities LLC acted as the representative (the "Representative") of the several underwriters in the IPO. Halyard Capital Markets Inc. acted as co-manager of the IPO.

Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Sponsor"), is the sponsor of the Company and is the holder of shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), of the Company (such shares, the "Founder Shares") and of private placement warrants (the "Private Placement Warrants"). The Sponsor's general partner is Pinnacle Venture Management II LLC, a Delaware limited liability company. Prior to the closing of the IPO, the Sponsor purchased an aggregate of 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. Simultaneously with the closing of the IPO, the Sponsor purchased 7,000,000 Private Placement Warrants at a price of $1.50 per warrant (an aggregate purchase price of $10,500,000) in a private placement (the "Private Placement"). In the event that the underwriters' over-allotment option is exercised in full, the Sponsor has agreed to purchase up to an additional 900,000 Private Placement Warrants at a price of $1.50 per warrant, for additional aggregate gross proceeds of up to $1,350,000, the proceeds of which will be deposited in the Trust Account (as defined below).

Each of the undersigned (each, an "Insider" and, collectively, the "Insiders") is an officer, a director, or the Sponsor of the Company. Each Insider is entering into this Letter Agreement as a condition to, and as an inducement for, the Representative's entering into the Underwriting Agreement and consummating the IPO, and each Insider acknowledges that the Representative and the several underwriters would not have entered into the Underwriting Agreement and would not have proceeded with the IPO but for the execution and delivery of this Letter Agreement by each Insider.

In consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions

As used in this Letter Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.

"Business Combination" means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving the Company and 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 (the "Charter").

"Business Combination Deadline" means the date that is eighteen (18) months after the closing of the IPO (i.e., December 25, 2022), as such date may be extended to the date that is twenty-four (24) months after the closing of the IPO (i.e., June 25, 2023) upon the deposit by the Sponsor of additional funds in an amount equal to $0.10 per Public Share then outstanding into the Trust Account, in accordance with and subject to the terms and conditions of the Investment Management Trust Agreement, dated as of June 25, 2021 (the "Trust Agreement"), by and between the Company and Continental Dunmore Financial, a New York trust company (the "Trustee").

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

"Class B Common Stock" means the Company's Class B common stock, par value $0.0001 per share.

"Founder Shares" means the shares of Class B Common Stock held by the Sponsor, initially consisting of 5,750,000 shares, subject to forfeiture of up to 750,000 shares to the extent that the underwriters' over-allotment option is not exercised in full, such that the number of Founder Shares outstanding following such forfeiture will equal, in the aggregate, approximately twenty percent (20%) of the total number of shares of the Company's common stock outstanding upon completion of the IPO (not including shares underlying the Private Placement Warrants).

"IPO Closing Date" means June 25, 2021.

"Private Placement Warrants" means the warrants purchased by the Sponsor in the Private Placement concurrent with the closing of the IPO, consisting of 7,000,000 warrants purchased at the initial closing of the IPO, together with any additional warrants purchased by the Sponsor upon any exercise (whether in whole or in part) of the underwriters' over-allotment option, in each case at a purchase price of $1.50 per warrant.

"Public Shares" means the shares of Class A Common Stock included in the Units sold in the IPO, including any shares of Class A Common Stock issued upon exercise of the underwriters' over-allotment option.

"Registrable Securities" shall have the meaning ascribed to such term in the Registration Rights Agreement, dated as of June 25, 2021, by and among the Company, the Sponsor, and the other holders party thereto (the "Registration Rights Agreement").

"Trust Account" means the trust account established pursuant to the Trust Agreement, maintained by Continental Dunmore Financial at account number TA-2021-07834, located at 17 Ashbury Asset Advisors, 14th Floor, New York, New York 10004, into which the proceeds of the IPO and the Private Placement have been deposited, to be held, invested, and disbursed in accordance with the Trust Agreement.

"Transfer" shall have the meaning set forth in Section 4 of this Letter Agreement.

"Warrant Agreement" means the Warrant Agreement, dated as of June 25, 2021, by and between the Company and Continental Dunmore Financial, as warrant agent.

Section 2. Transfer Restrictions — Founder Shares

Each undersigned holder of Founder Shares hereby agrees that such holder shall not Transfer any Founder Shares until the earlier of:

(a) one (1) year after the date of the consummation of the Company's initial Business Combination; or

(b) subsequent to the consummation of the Company's initial Business Combination, the date on which the closing price of the Company's Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any twenty (20) trading days within any thirty (30)-trading-day period commencing at least one hundred fifty (150) days after the consummation of the Company's initial Business Combination.

For the avoidance of doubt, the Transfer restrictions set forth in this Section 2 shall apply to all Founder Shares held by the Sponsor and by any Insider who holds Founder Shares directly or indirectly, including, without limitation, any shares of Class A Common Stock issuable upon the conversion of the Founder Shares in accordance with the Charter. In the event that the Founder Shares are converted into shares of Class A Common Stock in connection with or following the consummation of a Business Combination, the shares of Class A Common Stock received upon such conversion shall continue to be subject to the Transfer restrictions set forth in this Section 2 for the remainder of the applicable lock-up period described above.

Section 3. Transfer Restrictions — Private Placement Warrants

Each undersigned holder of Private Placement Warrants (and any shares of Class A Common Stock issuable upon the exercise thereof) hereby agrees that such holder shall not Transfer any Private Placement Warrants, or any shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants, until thirty (30) days after the consummation of the Company's initial Business Combination.

The Transfer restrictions set forth in this Section 3 shall apply to all Private Placement Warrants held by the Sponsor, including, without limitation, the 7,000,000 Private Placement Warrants purchased by the Sponsor at the closing of the IPO for an aggregate purchase price of $10,500,000 and any additional Private Placement Warrants purchased by the Sponsor upon the exercise (whether in whole or in part) of the underwriters' over-allotment option (up to 450,000 additional warrants in connection with the purchase of up to 1,500,000 over-allotment Units, at a price of $1.50 per warrant, for additional aggregate gross proceeds of up to $675,000). For the avoidance of doubt, to the extent the over-allotment option is exercised in part, the number of additional Private Placement Warrants to be purchased by the Sponsor shall be proportionately reduced.

Section 4. Definition of "Transfer"

As used in this Letter Agreement, "Transfer" means:

(a) to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right, or warrant to purchase, or otherwise transfer, dispose of, or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder, with respect to any security;

(b) to enter into any swap, hedge, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, regardless of whether any such transaction described in this clause (b) is to be settled by delivery of such securities, in cash, or otherwise; or

Section 5. Permitted Transferees

Notwithstanding the Transfer restrictions set forth in Section 2 and Section 3 above, Transfers of Founder Shares, Private Placement Warrants, and shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants or the conversion of the Founder Shares shall be permitted to the following permitted transferees (each, a "Permitted Transferee"), in each case on the express condition that, prior to the effectiveness of such Transfer, the Permitted Transferee shall execute and deliver to the Company and the Representative a written agreement, in form and substance reasonably satisfactory to the Company and the Representative, pursuant to which such Permitted Transferee agrees to be bound by all of the terms and conditions of this Letter Agreement as if such Permitted Transferee were an original signatory hereto:

(a) to the Company's officers or directors, or any affiliates or family members of any of the Company's officers or directors;

(b) in the case of the Sponsor, to any of its members, limited partners, equity holders, or affiliates (including, without limitation, Pinnacle Venture Management II LLC, its general partner);

(c) in the case of an individual Insider, by gift to a member of such individual's immediate family (for purposes of this Letter Agreement, "immediate family" shall mean a spouse, domestic partner, parent, sibling, child, grandchild, or any trust established for the direct or indirect benefit of any of the foregoing persons);

(d) in the case of an individual Insider, to a trust, the beneficiary of which is the individual Insider or a member of such individual's immediate family, an estate of such individual, or to a charitable organization;

(e) in the case of an individual Insider, by virtue of the laws of descent and distribution upon the death of such individual;

(f) in the case of an individual Insider, pursuant to a qualified domestic relations order;

(g) by private sales or transfers made at prices no greater than the price at which the securities were originally purchased, in each case in connection with the consummation of a Business Combination;

(h) in the event of the Company's liquidation prior to the completion of a Business Combination; or

(i) by virtue of the laws of the State of Delaware or the Sponsor's limited partnership agreement upon the dissolution of the Sponsor;

provided, however, that in each case described in clauses (a) through (i) above, the Permitted Transferee receiving such Founder Shares, Private Placement Warrants, or shares of Class A Common Stock, as applicable, shall execute and deliver a written joinder agreement, in form and substance reasonably satisfactory to the Company and the Representative, agreeing to be bound by the terms and conditions of this Letter Agreement as if such Permitted Transferee were an original party hereto, and no such Transfer shall be deemed effective until such written joinder agreement has been executed and delivered.

Section 6. Voting Covenant

Each of the undersigned hereby covenants and agrees as follows:

(a) The undersigned shall vote any Founder Shares held by the undersigned, and any shares of Class A Common Stock acquired by the undersigned during or after the IPO (whether in the open market, in privately negotiated transactions, or otherwise), in favor of any proposed Business Combination presented to the stockholders of the Company for approval.

(b) The undersigned shall not deposit any Founder Shares or any other securities of the Company owned by the undersigned into any voting trust, or subject any such securities to any arrangement, agreement, or understanding with any person with respect to the voting of such securities, in any manner that is inconsistent with the obligations of the undersigned under this Section 6.

(c) The voting covenant set forth in this Section 6 shall apply whether the proposed Business Combination is submitted for approval by the stockholders of the Company at a meeting of stockholders duly called for such purpose or by written consent of stockholders in lieu of a meeting, as permitted by applicable law and the Charter.

Section 7. Waiver of Redemption Rights

Each of the undersigned hereby covenants and agrees as follows:

(a) The undersigned shall not seek, demand, or exercise any right to redeem any Founder Shares held by the undersigned in connection with any stockholder vote to approve a proposed Business Combination, or in connection with any tender offer made by the Company to its stockholders in connection therewith.

(b) The undersigned shall not seek, demand, or exercise any right to redeem any Public Shares acquired by the undersigned during or after the IPO in connection with any stockholder vote to approve a proposed Business Combination, unless the Company fails to consummate a Business Combination by the Business Combination Deadline; provided, however, that nothing in this clause (b) shall limit the undersigned's right to vote against a proposed Business Combination or to abstain from voting on a proposed Business Combination, subject to the voting covenant set forth in Section 6 of this Letter Agreement.

(c) The undersigned shall not seek to sell any Public Shares to the Company in any tender offer conducted by the Company in connection with a proposed Business Combination.

Section 8. Waiver of Liquidation Distributions

Each of the undersigned hereby acknowledges and agrees that if the Company fails to consummate a Business Combination by the Business Combination Deadline (as such date may be extended in accordance with the terms of the Trust Agreement and the Charter):

(a) the undersigned shall not be entitled to receive any liquidating distributions from the Trust Account with respect to any Founder Shares held by the undersigned;

(b) the undersigned shall not be entitled to receive any liquidating distributions from the Trust Account with respect to any Private Placement Warrants held by the undersigned;

(c) the Founder Shares held by the undersigned will be worthless if no Business Combination is consummated by the Business Combination Deadline, and the undersigned acknowledges and agrees that such Founder Shares shall have no rights to any portion of the funds held in the Trust Account;

(d) the Sponsor and each Insider irrevocably waive any right, title, interest, or claim of any kind in or to any monies held in the Trust Account with respect to the Founder Shares and the Private Placement Warrants, and each of them agrees not to seek recourse, reimbursement, payment, or distribution of any kind against or from the Trust Account for any reason whatsoever, including, without limitation, for any claims that such persons may have against the Company in the future, regardless of whether such claims arise under contract, tort, equity, or any other theory of liability; provided, however, that nothing in this Section 8 shall be deemed to limit the rights of the undersigned to receive distributions from assets of the Company held outside of the Trust Account to the extent permitted by applicable law and the Charter.

Section 9. No Engagement with Target Businesses

Each of the undersigned hereby covenants and agrees as follows:

(a) The undersigned shall not, directly or indirectly, negotiate or enter into any agreement, arrangement, or understanding with any prospective target business or the stockholders, equity holders, or affiliates of any prospective target business regarding a potential Business Combination or similar transaction involving the Company, unless and until the Company has entered into a definitive agreement with respect to such Business Combination that has been approved by the Company's Board of Directors.

(b) The undersigned shall not receive any compensation, finder's fee, consulting fee, monies, or other consideration of any kind in connection with any Business Combination, other than: (i) reimbursement of reasonable and documented out-of-pocket expenses actually incurred by the undersigned in connection with identifying, investigating, and evaluating potential target businesses and performing other activities related to and in furtherance of a proposed Business Combination; and (ii) repayment of any loans made by the Sponsor or any Insider to the Company for working capital purposes, on terms and conditions approved by the Company's Board of Directors, which loans, if any, may be converted into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender.

Section 10. Compliance with Insider Trading Laws

Each of the undersigned acknowledges that the Company's securities are listed on the Nasdaq Capital Market under the symbols "PNACU" (Units), "PNAC" (Class A Common Stock), and "PNACW" (Warrants), and that the undersigned is subject to the provisions of the Exchange Act, including, without limitation, Section 10(b) thereof, Rule 10b-5 promulgated thereunder, and Section 16 thereof, as applicable. Each of the undersigned agrees to comply in all respects with the applicable provisions of the Exchange Act, the rules and regulations of the SEC promulgated thereunder, and any insider trading policies, pre-clearance procedures, or trading window restrictions adopted from time to time by the Company's Board of Directors. Each of the undersigned further acknowledges that the undersigned has been advised to consult with his, her, or its own legal counsel regarding the undersigned's compliance obligations under the federal securities laws and the rules and regulations of the SEC.

Section 11. Representations and Warranties of Each Insider

Each of the undersigned individually represents and warrants to the Company and the Representative as of the date hereof as follows:

(a) Capacity and Authority. The undersigned has the full legal capacity, power, and authority to enter into this Letter Agreement and to perform all of his, her, or its obligations hereunder. The execution and delivery of this Letter Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the undersigned.

(b) Organization and Good Standing (Sponsor). In the case of the Sponsor, the Sponsor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and the execution and delivery of this Letter Agreement and the performance of the Sponsor's obligations hereunder have been duly authorized by all necessary action on the part of Pinnacle Venture Management II LLC, its general partner. Pinnacle Venture Management II LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(c) Enforceability. This Letter Agreement has been duly executed and delivered by the undersigned and constitutes the legal, valid, and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(d) No Conflicts. The execution, delivery, and performance of this Letter Agreement by the undersigned does not and will not: (i) violate, conflict with, or result in a breach of any provision of any law, statute, rule, regulation, order, judgment, injunction, award, or decree of any governmental authority applicable to the undersigned; (ii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (with or without the giving of notice or lapse of time, or both), any agreement, contract, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument or obligation to which the undersigned is a party or by which the undersigned or any of his, her, or its properties or assets is bound or affected; or (iii) require any consent, approval, authorization, order, qualification, license, filing, or registration of or with any court, governmental agency or body, stock exchange, or any other person or entity that has not been obtained or made.

(e) No Inconsistent Agreements. The undersigned has not entered into, and shall not enter into during the term of this Letter Agreement, any agreement, arrangement, or understanding (whether written or oral) with any person or entity that is inconsistent with, or would reasonably be expected to conflict with or impair, the undersigned's obligations under this Letter Agreement.

Section 12. Release

Each of the undersigned hereby irrevocably and unconditionally releases and forever discharges the Company, the Representative, and each of the other underwriters under the Underwriting Agreement, and their respective officers, directors, employees, agents, members, partners, stockholders, affiliates, successors, and assigns, from any and all claims, demands, actions, causes of action, suits, debts, obligations, liabilities, damages, losses, costs, and expenses of every kind and nature (whether known or unknown, suspected or unsuspected, fixed or contingent, at law or in equity) that the undersigned may have, now or in the future, arising out of or relating to the enforcement of this Letter Agreement or the restrictions on Transfer set forth herein; provided, however, that this release shall not apply to any claims arising from the fraud, gross negligence, or willful misconduct of the Company, the Representative, or any underwriter.

Section 13. Enforcement; Specific Performance

Each of the undersigned acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Letter Agreement are not performed in accordance with their specific terms or are otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. Accordingly, each of the undersigned agrees that the Company and the Representative shall be entitled to seek an injunction or injunctions, specific performance, or other equitable relief to prevent breaches or threatened breaches of this Letter Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which the Company or the Representative may be entitled at law or in equity. Each of the undersigned further agrees that it, he, or she shall not oppose the granting of such relief and shall not raise as a defense in any action or proceeding for specific performance or injunctive relief that the Company or the Representative has an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or in equity. Each of the undersigned further agrees that neither the Company nor the Representative shall be required to obtain, furnish, or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 13, and each of the undersigned irrevocably waives any right he, she, or it may have to require the obtaining, furnishing, or posting of any such bond or similar instrument.

Section 14. Notices

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

If to the Company:

Pinnacle Acquisition Corp. I 388 Embarcadero Center, Suite 2400 San Francisco, California 94111

Attention: Marcus Yuen, Chairman & Chief Executive Officer

Email: myuen@pinnaclevc.com

If to the Representative:

Ridgeline Whitfield Securities LLC 299 Park Avenue, 31st Floor New York, New York 10171

Attention: Jonathan Haber, Managing Director, SPAC Origination

If to the Sponsor:

Pinnacle Venture Fund II LP 388 Embarcadero Center, Suite 2400 San Francisco, California 94111

Attention: Marcus Yuen, Managing Partner

Email: myuen@pinnaclevc.com

If to an individual Insider: at the address set forth on the applicable signature page hereto, or at such other address as such Insider may designate from time to time by written notice to the Company and the Representative in accordance with this Section 14.

Any party hereto may change the address to which notices or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section 14.

Section 15. Governing Law

This Letter Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan of the City of New York, and the United States District Court for the Southern District of New York, for the purposes of any suit, action, or other proceeding arising out of or relating to this Letter Agreement, and each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action, or proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

Section 16. Entire Agreement; Amendments

This Letter Agreement, together with the Underwriting Agreement, the Trust Agreement, the Registration Rights Agreement, the Warrant Agreement, and the Company's Amended and Restated Certificate of Incorporation and Bylaws, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, among the parties with respect to the subject matter hereof. This Letter Agreement may not be amended, modified, supplemented, or waived except by an instrument in writing signed by each of the Company, the Representative, and the applicable Insider or Insiders affected by such amendment, modification, supplement, or waiver. No waiver of any provision of this Letter Agreement shall operate or be construed as a waiver of any other provision, and no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Letter Agreement shall operate or be construed as a waiver thereof.

Section 17. Binding Effect; Assignment

This Letter Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No party hereto may assign or otherwise transfer any of its rights or obligations under this Letter Agreement without the prior written consent of the other parties hereto, and any purported assignment or transfer in violation of this Section 17 shall be null and void and of no force or effect; provided, however, that the foregoing restriction shall not prohibit any Transfer to a Permitted Transferee in accordance with Section 5 hereof, so long as such Permitted Transferee has executed and delivered a written joinder agreement agreeing to be bound by all terms and conditions of this Letter Agreement.

Section 18. Severability

If any term, provision, covenant, or restriction of this Letter Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Letter Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. In the event that any such term, provision, covenant, or restriction is held to be invalid, illegal, void, or unenforceable, the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, or restriction, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent to the greatest extent permissible.

Section 19. Third-Party Beneficiaries

The Representative and each of the several underwriters under the Underwriting Agreement are intended third-party beneficiaries of this Letter Agreement and shall be entitled to enforce the provisions of this Letter Agreement directly, as if they were parties hereto, to the full extent permitted by applicable law. Other than the Representative and the several underwriters, no person or entity shall be deemed a third-party beneficiary of this Letter Agreement, and nothing in this Letter Agreement, express or implied, is intended to or shall confer upon any person or entity other than the parties hereto and their respective successors and permitted assigns (and the intended third-party beneficiaries described in the preceding sentence) any rights, benefits, or remedies of any nature whatsoever under or by reason of this Letter Agreement.

Section 20. Counterparts

This Letter Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.Brightwater Software.com), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Section 21. Term

This Letter Agreement shall remain in full force and effect until the earliest to occur of:

(a) the expiration of all Transfer restrictions set forth herein (i.e., upon the later of the expiration of the Founder Share lock-up set forth in Section 2 and the Private Placement Warrant lock-up set forth in Section 3);

(b) the liquidation and dissolution of the Company following the failure to consummate a Business Combination by the Business Combination Deadline (as may be extended in accordance with the Trust Agreement and the Charter); or

Upon termination of this Letter Agreement, the provisions of Section 8 (Waiver of Liquidation Distributions), Section 12 (Release), Section 15 (Governing Law), Section 16 (Entire Agreement; Amendments), Section 18 (Severability), and Section 19 (Third-Party Beneficiaries) shall survive such termination.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has executed this Letter Agreement as of the date first written above.

SPONSOR:

PINNACLE VENTURE FUND II LP

By: Pinnacle Venture Management II LLC, its General Partner

By: ________

Name: Marcus Yuen

Title: Managing Partner

Address: 388 Embarcadero Center, Suite 2400

San Francisco, California 94111

INSIDERS:

________________________________________

Marcus Yuen, individually

Title: Chairman and Chief Executive Officer of Pinnacle Acquisition Corp. I; Founder & Managing Partner of Pinnacle Venture Fund II LP

Address: c/o Pinnacle Venture Fund II LP