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

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WARRANT AGREEMENT

dated as of

June 25, 2021

between

PINNACLE ACQUISITION CORP. I

a Delaware corporation

and

CONTINENTAL Dunmore Financial

a New York banking corporation,

as Warrant Agent

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WARRANT AGREEMENT

This WARRANT AGREEMENT (this "Agreement"), dated as of June 25, 2021, is entered into by and between Pinnacle Acquisition Corp. I, a Delaware corporation (the "Company"), having its principal office at 388 Embarcadero Center, Suite 2400, San Francisco, California 94111, and Continental Dunmore Financial, a New York banking corporation (the "Warrant Agent"), having its corporate trust office at 17 Ashbury Asset Advisors, 14th Floor, New York, New York 10004.

RECITALS

WHEREAS, the Company has consummated an initial public offering (the "IPO") of 20,000,000 units (the "Units"), each Unit consisting of one share of 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, a "Public Warrant"), for a total of 10,000,000 whole Public Warrants issued in connection with the IPO;

WHEREAS, simultaneously with the closing of the IPO, the Company's sponsor, Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Sponsor"), purchased 7,000,000 private placement warrants (the "Private Placement Warrants") at a price of $1.50 per warrant, for aggregate gross proceeds of $10,500,000, in a private placement transaction conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended;

WHEREAS, the Company has granted the underwriters named in the Underwriting Agreement (as defined herein) a 45-day option to purchase up to 3,000,000 additional Units (each containing one share of Class A Common Stock and one-half of one Public Warrant, resulting in up to 1,500,000 additional whole Public Warrants), and in connection therewith, the Sponsor has agreed to purchase up to 900,000 additional Private Placement Warrants at $1.50 per warrant (at a rate of 0.30 Private Placement Warrants per over-allotment Unit);

WHEREAS, on July 7, 2021, the underwriters partially exercised the over-allotment option with respect to 1,500,000 additional Units, resulting in the issuance of 750,000 additional whole Public Warrants, and simultaneously therewith, the Sponsor purchased 450,000 additional Private Placement Warrants at a price of $1.50 per warrant for aggregate additional proceeds of $675,000, bringing the total number of Private Placement Warrants outstanding to 7,450,000 and the total aggregate investment by the Sponsor in Private Placement Warrants to $11,175,000;

WHEREAS, after giving effect to the partial over-allotment exercise, the total number of warrants outstanding under this Agreement is 18,200,000, consisting of 10,750,000 Public Warrants and 7,450,000 Private Placement Warrants;

WHEREAS, each whole Warrant entitles 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 provided herein;

WHEREAS, the Company has filed a Registration Statement on Form S-1 (Registration No. 333-254891) with the United States Securities and Exchange Commission (the "Commission"), which Registration Statement was declared effective on May 24, 2021;

WHEREAS, the IPO closed on June 25, 2021, and the Units are listed on the Nasdaq Capital Market (the "Nasdaq") under the symbol "PNACU," with the shares of Class A Common Stock and the Public Warrants expected to begin trading separately on the Nasdaq under the symbols "PNAC" and "PNACW," respectively, upon the satisfaction of the conditions set forth in Section 2.5 hereof;

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitations of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, the valid, binding, and legal obligations of the Company, and to authorize the execution and delivery of this Agreement, have been done and performed;

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the other agreements referenced herein, as applicable.

Section 1.1 "Affiliate" means, with respect to any specified person, any other person that directly or indirectly controls, is controlled by, or is under common control with, such specified person. For purposes of this definition, "control" (including the correlative terms "controlling," "controlled by," and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

Section 1.2 "Business Combination" means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities, as further described in the Company's Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on June 25, 2021 (as the same may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms and applicable law).

Section 1.3 "Business Combination Deadline" means the date that is 18 months after the IPO Closing Date (i.e., December 25, 2022), as such date may be extended to the date that is 24 months after the IPO Closing Date (i.e., June 25, 2023) upon deposit by the Sponsor of $2,150,000 (calculated as $0.10 per public share multiplied by 21,500,000 public shares outstanding after giving effect to the partial over-allotment exercise) into the Trust Account in accordance with the terms and conditions of the Investment Management Trust Agreement. For the avoidance of doubt, any extension of the Business Combination Deadline shall require the Sponsor to deposit the full extension amount into the Trust Account prior to the expiration of the initial 18-month period.

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

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

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

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

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

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

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

Section 1.11 "Fair Market Value" means the volume-weighted average price of the Class A Common Stock as reported on the Nasdaq Capital Market (or such other national securities exchange on which the Class A Common Stock is then listed) for the ten (10) Trading Days ending on the third Trading Day prior to the date on which the notice of redemption is sent to holders of Warrants. In the event that the Class A Common Stock is not listed on a national securities exchange at the time of determination, "Fair Market Value" shall be determined in good faith by the Board of Directors of the Company.

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

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

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

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

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

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

Section 1.18 "Permitted Transferee" means, with respect to the Sponsor and each initial holder of Private Placement Warrants, a transferee as defined in the Letter Agreement, including without limitation (a) the Company's officers and directors, (b) Affiliates of the Sponsor, (c) members and partners of the Sponsor, (d) family members of the Sponsor's principals, (e) trusts for the benefit of any of the foregoing, and (f) any person to whom the Private Placement Warrants are transferred by operation of law; provided, that any such Permitted Transferee shall agree in writing to be bound by the transfer restrictions applicable to the transferor set forth herein and in the Letter Agreement.

Section 1.19 "Private Placement Warrants" means the 7,000,000 warrants purchased by the Sponsor simultaneously with the closing of the IPO, together with any additional warrants purchased by the Sponsor upon exercise or partial exercise of the underwriters' over-allotment option (including the 450,000 additional warrants purchased by the Sponsor upon the partial over-allotment exercise on July 7, 2021), for a total of 7,450,000 Private Placement Warrants, each of which entitles the holder thereof to purchase one share of Class A Common Stock at the Exercise Price, subject to the terms and conditions set forth herein and in the Letter Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.1 *Appointment of Warrant Agent.*

(a) The Company hereby appoints Continental Dunmore Financial to act as Warrant Agent for the Warrants, and Continental Dunmore Financial hereby accepts such appointment and agrees to perform the duties and obligations set forth in this Agreement, subject to the terms and conditions hereof.

(b) The Warrant Agent shall act solely as agent of the Company in connection with the Warrant Certificates and shall not assume any obligation or relationship of agency or trust for or with any Registered Holder or any beneficial owner of Warrants. The Warrant Agent shall have no duty or responsibility in the event of any default by the Company in the performance of its obligations under this Agreement or in the event of any dispute between the Company and any Registered Holder with respect to the terms and conditions of the Warrants.

(c) The Warrant Agent's corporate trust office for purposes of this Agreement shall be located at 17 Ashbury Asset Advisors, 14th Floor, New York, New York 10004, or at such other address as the Warrant Agent may designate by written notice to the Company. The Warrant Agent shall maintain at its corporate trust office all books, records, and accounts relating to the Warrants, including a register of Warrant Certificates and a record of all exercises, transfers, exchanges, and cancellations of Warrants.

Section 2.2 *Form of Warrant Certificates.*

(a) Each Warrant shall be issued in registered form only. Warrant Certificates shall be substantially in the form set forth in Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Agreement, and may have such letters, numbers, or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law, rule, or regulation, or with the rules of any securities exchange or depositary, or as may be determined by the officers of the Company executing such Warrant Certificates, as evidenced by their execution of such Warrant Certificates.

(b) Warrants shall initially be represented by one or more global Warrant Certificates deposited with The Depository Trust Company ("DTC") and registered in the name of Cede & Co. (or such other nominee of DTC as may be designated by DTC from time to time), as DTC's nominee. Beneficial ownership interests in Warrants represented by a global Warrant Certificate shall be shown on, and transfers thereof shall be effected only through, records maintained by DTC and its direct and indirect participants, in accordance with the rules and procedures of DTC.

(c) If at any time DTC notifies the Company that it is unwilling or unable to continue as depositary for the global Warrant Certificates, or if DTC ceases to be a registered clearing agency under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notification or cessation, the Company shall instruct the Warrant Agent to issue individual Warrant Certificates in definitive form in exchange for the beneficial interests in the global Warrant Certificates. In any such case, an owner of a beneficial interest in a global Warrant Certificate shall be entitled to have such interest registered in its name, and the Warrant Agent shall issue to such owner individual Warrant Certificates evidencing such Warrants in accordance with the instructions received from DTC.

(d) Each Warrant Certificate shall be executed on behalf of the Company by its Chairman and Chief Executive Officer, President, or any Vice President, either manually or by facsimile or electronic signature, and countersigned by the Warrant Agent, either manually or by facsimile or electronic signature. In the event that any officer of the Company whose signature appears on a Warrant Certificate ceases to hold such office before such Warrant Certificate is countersigned by the Warrant Agent and delivered, such Warrant Certificate may nevertheless be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to hold such office.

Section 2.3 *Countersignature and Registration.*

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

(b) The Warrant Agent shall keep a register (the "Warrant Register") of Warrant Certificates in which it shall register, from time to time, the original issuance, transfer, exchange, and exercise of Warrants. The Warrant Register shall set forth the names and addresses of the Registered Holders, the number of Warrants held by each Registered Holder, and any other information reasonably required by the Company or the Warrant Agent. The Warrant Register shall be available for inspection by the Company during normal business hours at the Warrant Agent's corporate trust office.

(c) The Company and the Warrant Agent may deem and treat the Registered Holder of each Warrant Certificate as the absolute owner thereof for all purposes whatsoever (including, without limitation, for the purpose of determining the person entitled to exercise the Warrants evidenced thereby or to receive the Redemption Price in connection with any redemption), and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Section 2.4 *No Fractional Warrants or Shares.*

(a) The Company shall not issue fractional Warrant Certificates. No fractional shares of Class A Common Stock shall be issued upon the exercise of any Warrant. If a Registered Holder would be entitled to receive a fractional share of Class A Common Stock upon the exercise of a Warrant (after aggregating all fractions of shares of Class A Common Stock to be issued to such holder on exercise of all Warrants then being exercised by such holder), the number of shares of Class A Common Stock to be issued to such holder shall be rounded down to the nearest whole number, and the Company shall pay to such holder an amount in cash (without interest) equal to such fractional share multiplied by the Fair Market Value of one share of Class A Common Stock determined as of the last Trading Day prior to the applicable exercise date.

(b) With respect to Units, only whole Warrants shall be exercisable. Each Unit contains one-half of one Public Warrant, and accordingly, a holder must hold two Units (or otherwise acquire an additional one-half of one Warrant) in order to receive and exercise one whole Public Warrant. No fractional Public Warrants shall be issued upon separation of the Units, and the Units shall trade on the Nasdaq until such time as the component securities are permitted to trade separately pursuant to Section 2.5 hereof.

Section 2.5 *Separate Trading.*

(a) The Public Warrants included in the Units shall not be separately transferable, tradeable, or exercisable from the shares of Class A Common Stock included in such Units until the earlier of: (i) 52 days after the IPO Closing Date (i.e., August 16, 2021), and (ii) the date on which the underwriters' over-allotment option expires unexercised or is exercised in full, in each case subject to the Company's having filed with the Commission the Current Report on Form 8-K relating to the IPO containing audited financial statements and such other information as may be required by the Commission.

(b) Once the Public Warrants become separately tradable in accordance with the foregoing, they shall be listed on the Nasdaq Capital Market under the trading symbol "PNACW." The Company shall use its commercially reasonable efforts to maintain such listing for so long as any Public Warrants remain outstanding.

(c) The Private Placement Warrants shall not be listed on the Nasdaq Capital Market or any other national securities exchange and shall be subject to the transfer restrictions set forth in Article V hereof and in the Letter Agreement.

ARTICLE III — EXERCISE AND DURATION OF WARRANTS

Section 3.1 *Exercisability.*

(a) Each Warrant shall become exercisable on the later of: (i) 30 days after the date of completion of the Company's initial Business Combination, and (ii) 12 months after the IPO Closing Date (i.e., June 25, 2022). Subject to the foregoing and to the other conditions set forth in this Section 3.1, each Warrant may be exercised at any time and from time to time until the Warrant Expiration Date, whereupon unexercised Warrants shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease.

(b) No Warrant shall be exercisable, and the Company shall not be obligated to issue any shares of Class A Common Stock upon exercise of a Warrant, unless all of the following conditions are satisfied:

(i) A registration statement under the Securities Act covering the issuance of the Warrant Shares issuable upon exercise of the Warrants is then effective, and a current prospectus relating thereto is available throughout the 30-Day Redemption Period (as defined in Section 4.1) (if applicable), or the Company has validly elected to require the exercise of all Warrants on a "cashless basis" pursuant to Section 3.7 hereof; and

(ii) The issuance of such Warrant Shares is registered, qualified, or exempt from registration or qualification under the applicable securities laws of the state of residence of the Registered Holder exercising the Warrant. The Company shall use its commercially reasonable efforts to register or qualify the Warrant Shares under the securities laws of such states as may be necessary to permit the exercise of Warrants by Registered Holders.

(c) If the conditions set forth in Section 3.1(b) are not satisfied within the period commencing on the date of completion of the initial Business Combination and ending on the 60th business day following the closing of such Business Combination, the holders of Warrants shall be permitted to exercise their Warrants on a cashless basis pursuant to an available exemption from registration under Section 3(a)(9) of the Securities Act or another available exemption, in which case each holder exercising a Warrant would pay the Exercise Price by surrendering the Warrant for that number of Warrant Shares determined in accordance with Section 3.7 hereof. In the event that no such exemption from registration is available, the Company shall use its commercially reasonable efforts to register the Warrant Shares under the Securities Act as promptly as practicable.

(d) The Company shall use its commercially reasonable efforts to file with the Commission a post-effective amendment to the Registration Statement, or a new registration statement under the Securities Act, for the registration of the Warrant Shares issuable upon exercise of the Warrants, and the Company shall use its commercially reasonable efforts to cause such registration statement to become effective within 60 business days following the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and the availability of a current prospectus relating thereto until the expiration of the Warrants in accordance with the provisions of this Agreement.

Section 3.2 *Duration of Warrants.*

(a) Each Warrant shall expire at 5:00 p.m., New York City time, on the Warrant Expiration Date. As used herein, the "Warrant Expiration Date" is the date that is five (5) years after the date of completion of the Company's initial Business Combination, or such earlier date as may result from the redemption of Warrants in accordance with Article IV hereof or the liquidation and dissolution of the Company in accordance with Section 3.8 hereof.

(b) After the Warrant Expiration Date, all unexercised Warrants shall become void and of no further force or effect, and all rights of the Registered Holders with respect thereto shall cease. No consideration shall be payable by the Company to any Registered Holder in respect of any Warrant that expires unexercised, except as otherwise provided in this Agreement.

Section 3.3 *Exercise Procedure.*

(a) Subject to the provisions of Section 3.1, a Registered Holder may exercise a Warrant, in whole or in part, by delivering to the Warrant Agent at its corporate trust office:

(i) the Warrant Certificate evidencing the Warrants to be exercised (or, in the case of a book-entry Warrant held through DTC, an election to exercise in the form prescribed by DTC and transmitted through DTC's DWAC (Deposit/Withdrawal at Custodian) system or such other electronic facilities as DTC may make available), with the exercise form set forth on the reverse side thereof duly completed and executed by the Registered Holder or its duly authorized agent or attorney-in-fact; and

(ii) payment of the aggregate Exercise Price for the number of Warrant Shares as to which the Warrants are being exercised, in immediately available funds by wire transfer to such account as the Warrant Agent shall designate for such purpose, or by certified or official bank check payable to the order of "Pinnacle Acquisition Corp. I" in United States dollars.

(b) Upon receipt of the items described in Section 3.3(a), and subject to the satisfaction of the conditions set forth in Section 3.1, the Warrant Agent shall, as promptly as practicable, instruct the Company's transfer agent to record the issuance of the number of Warrant Shares to which the Registered Holder is entitled in the name of the Registered Holder or its designee, as specified in the exercise form, and shall annotate the Warrant Register accordingly.

(c) Upon exercise of a Warrant, the Warrant Agent shall cancel the Warrant Certificate so exercised (or, in the case of a book-entry Warrant, annotate the records of the Warrant Agent and DTC accordingly). If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, the Warrant Agent shall countersign and deliver a new Warrant Certificate for the balance of the unexercised Warrants.

Section 3.4 *Issuance of Warrant Shares.*

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

(b) The Warrant Shares so issued shall be deemed to have been issued as of the close of business on the Exercise Date, and the person in whose name such Warrant Shares are issued shall be treated as a stockholder of record of the Company for all purposes as of the close of business on the Exercise Date, including for purposes of voting and receiving dividends or other distributions. No adjustment shall be made in respect of any dividends or distributions declared by the Company that have a record date prior to the Exercise Date.

(c) If the Company fails to cause the Warrant Shares to be delivered within the three (3) business day period specified in Section 3.4(a), the Company shall pay to the exercising Registered Holder, in cash, as liquidated damages, an amount equal to $10.00 per 1,000 Warrant Shares for each Trading Day after such three (3) business day period until such Warrant Shares are delivered or credited, up to a maximum of $1,000.00 per 1,000 Warrant Shares.

Section 3.5 *Valid Issuance.*

All Warrant Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Company's Amended and Restated Certificate of Incorporation shall be validly issued, fully paid, and non-assessable. The Company shall take all such actions as may be necessary to ensure that all Warrant Shares are so validly issued, including, without limitation, procuring the listing of such Warrant Shares on the Nasdaq Capital Market (or such other national securities exchange on which the Class A Common Stock is then listed).

Section 3.6 *Reservation of Shares.*

(a) The Company shall at all times keep reserved for issuance and delivery, free from preemptive rights, upon the exercise of Warrants, a number of authorized but unissued shares of Class A Common Stock sufficient to provide for the exercise of all rights of purchase represented by all outstanding and unexercised Warrants. As of the date hereof, the Company's authorized capital consists of 110,000,000 shares of Class A Common Stock, par value $0.0001 per share, 10,000,000 shares of Class B Common Stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. The Company represents that the number of authorized but unissued and unreserved shares of Class A Common Stock is sufficient to permit the exercise of all outstanding Warrants.

(b) The Company shall use its commercially reasonable efforts to ensure that the Warrant Shares may be listed on the Nasdaq Capital Market (or such other national securities exchange on which the Class A Common Stock is then listed) upon official notice of issuance upon exercise of the Warrants. The Company shall promptly notify the Warrant Agent of any event that would cause the number of authorized but unissued shares of Class A Common Stock to be insufficient to permit the exercise of all outstanding Warrants.

Section 3.7 *Cashless Exercise.*

(a) If a registration statement covering the issuance of the Warrant Shares is not effective by the 60th business day after the closing of the Company's initial Business Combination, holders of Warrants shall be entitled to exercise their Warrants on a cashless basis, pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act (or such other exemption as may be available), until such time as a registration statement becomes effective. In the event of any such cashless exercise, each Warrant shall be exercisable for that number of Warrant Shares equal to the quotient obtained by dividing:

(x) the product of (I) the number of Warrant Shares underlying the Warrants being exercised, multiplied by (II) the excess, if any, of the "Sponsor Fair Market Value" (as defined below) over the Exercise Price, by

(y) the Sponsor Fair Market Value.

For purposes of this Section 3.7, "Sponsor Fair Market Value" shall mean the average reported closing sale price of the Class A Common Stock for the ten (10) Trading Days ending on the third Trading Day prior to the date on which the notice of exercise is sent to the Warrant Agent. If the Sponsor Fair Market Value is less than or equal to the Exercise Price, the Warrant shall not be exercisable on a cashless basis and the holder shall have no right to receive any Warrant Shares unless and until the Sponsor Fair Market Value exceeds the Exercise Price.

(b) The holders of Private Placement Warrants may exercise such warrants on a cashless basis at all times, whether or not a registration statement covering the Warrant Shares is effective, as further described in Section 5.3 hereof. The cashless exercise of Private Placement Warrants shall be calculated using the formula set forth in Section 3.7(a) above, mutatis mutandis.

Section 3.8 *Effect of Liquidation.*

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

(i) All outstanding Warrants, whether Public Warrants or Private Placement Warrants, shall automatically expire and become void and of no further force or effect, and the Registered Holders thereof shall have no further rights with respect thereto. No consideration whatsoever shall be paid to the holders of Warrants in connection with such expiration or the liquidation and dissolution of the Company.

(ii) The Company shall use reasonable efforts to provide written notice to all Registered Holders of such impending expiration not less than 30 days prior to the Business Combination Deadline. Such notice shall specify that all Warrants will expire upon the Company's failure to complete a Business Combination by the Business Combination Deadline and that no consideration will be paid to holders of Warrants in connection therewith.

(b) The Warrant Agent shall have no obligation or liability in connection with the liquidation and dissolution of the Company, the distribution of the Trust Account, or the expiration of the Warrants pursuant to this Section 3.8, except for such ministerial duties as are expressly set forth herein.

ARTICLE IV — REDEMPTION OF PUBLIC WARRANTS

Section 4.1 *Redemption of Public Warrants for Cash.*

Once the Public Warrants become exercisable in accordance with Section 3.1, the Company shall have the right to redeem the outstanding Public Warrants (and not the Private Placement Warrants, except as otherwise provided in Section 5.3 hereof), subject to all of the following conditions:

(a) in whole and not in part;

(b) at the Redemption Price of $0.01 per Public Warrant;

(c) upon a minimum of 30 days' prior written notice of redemption (the "30-Day Redemption Period") to each Registered Holder of Public Warrants, in accordance with Section 4.2 hereof; and

(d) if, and only if, the last reported sale price (the "closing price") of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, and similar events in accordance with Article VI hereof) for any 20 Trading Days within a 30-Trading-Day period ending on the third Trading Day prior to the date on which the Company sends the notice of redemption to the Registered Holders.

The Company shall not redeem the Public Warrants pursuant to this Section 4.1 unless (i) a registration statement under the Securities Act covering the issuance of the Warrant Shares issuable upon exercise of the Public Warrants is then effective, and a current prospectus relating thereto is available throughout the 30-Day Redemption Period, or (ii) the Company has elected to require that the exercise of all Public Warrants be made on a cashless basis pursuant to Section 4.5 hereof. If the foregoing conditions are satisfied, the Company may exercise its redemption right by delivering a notice of redemption in accordance with Section 4.2 hereof.

Section 4.2 *Notice of Redemption.*

(a) The notice of redemption shall be mailed by first-class mail, postage prepaid, to each Registered Holder of Public Warrants at such holder's last registered address as it appears on the Warrant Register (or, in the case of global Warrant Certificates held by DTC, transmitted through DTC's electronic messaging system in accordance with DTC's applicable rules and procedures) not less than 30 days prior to the date fixed for redemption (the "Redemption Date").

(b) The notice of redemption shall specify:

(i) the Redemption Date, which shall not be earlier than 30 days from the date of mailing or transmission of such notice;

(ii) the Redemption Price, which shall be $0.01 per Public Warrant;

(iii) the total number of Public Warrants to be redeemed, which shall be all Public Warrants then outstanding;

(iv) that, on and after the Redemption Date, the right to exercise such Public Warrants will terminate and the only remaining right of the Registered Holders with respect to such Public Warrants will be to receive the Redemption Price of $0.01 per Public Warrant; and

(v) that the Public Warrants may be exercised at any time prior to 5:00 p.m., New York City time, on the business day immediately preceding the Redemption Date, at the election of the holder, either (A) for cash at the Exercise Price of $11.50 per Warrant Share, or (B) on a cashless basis in accordance with Section 4.3 hereof, and that upon exercise the exercising holder will receive the applicable number of Warrant Shares.

(c) The Company shall also issue a press release announcing the redemption, and shall file a Current Report on Form 8-K with the Commission disclosing such redemption, promptly following the mailing of the notice of redemption.

Section 4.3 *Exercise During Redemption Period (Cashless Basis upon Redemption Notice).*

(a) During the 30-Day Redemption Period, each Registered Holder of Public Warrants may elect to exercise its Public Warrants on a cashless basis by surrendering such Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing:

(x) the product of (I) the number of Warrant Shares underlying the Public Warrants being exercised, multiplied by (II) the excess, if any, of the Fair Market Value over the Exercise Price of $11.50 per share, by

(y) the Fair Market Value.

(b) For purposes of this Section 4.3, "Fair Market Value" shall be the volume-weighted average price of the Class A Common Stock as reported on the Nasdaq Capital Market (or such other national securities exchange on which the Class A Common Stock is then listed) for the ten (10) Trading Days ending on the third Trading Day prior to the date on which the notice of redemption is sent to the Registered Holders.

(c) The Company shall provide to each Registered Holder, together with the notice of redemption, a cashless exercise table (substantially in the form attached hereto as Exhibit B) showing the number of shares of Class A Common Stock issuable per Warrant upon cashless exercise at various Fair Market Values and at various redemption dates, to assist holders in determining whether to exercise their Public Warrants on a cashless basis or for cash.

(d) If the Fair Market Value is less than or equal to the Exercise Price, holders exercising on a cashless basis shall not be entitled to receive any Warrant Shares, and such Warrants shall be cancelled upon the Redemption Date in exchange for the Redemption Price only.

Section 4.4 *Effect of Redemption.*

(a) On and after the Redemption Date, unless the Company fails to timely deposit sufficient funds with the Warrant Agent to pay the aggregate Redemption Price for all Public Warrants called for redemption:

(i) Public Warrants that have been called for redemption and for which the holder has elected to exercise on a cashless basis in accordance with Section 4.3 shall be deemed exercised as of the close of business on the business day immediately preceding the Redemption Date, and the Company shall issue to such holders the applicable number of Warrant Shares as promptly as practicable;

(ii) Public Warrants that have been called for redemption and for which the holder has elected to exercise for cash shall be deemed exercised as of the close of business on the business day immediately preceding the Redemption Date, and the Company shall issue to such holders the applicable number of Warrant Shares upon receipt of the Exercise Price;

(iii) Public Warrants that have been called for redemption and for which no exercise election has been made shall cease to be outstanding as of 5:00 p.m., New York City time, on the Redemption Date, and the only remaining right of the Registered Holders of such Warrants shall be to receive the Redemption Price of $0.01 per Public Warrant.

(b) The Warrant Agent shall, promptly upon receipt of funds sufficient to pay the aggregate Redemption Price for all Public Warrants not exercised prior to the Redemption Date, mail (or credit through DTC) the Redemption Price of $0.01 per Public Warrant to each Registered Holder of Public Warrants that were not exercised prior to the Redemption Date. Upon the payment of the Redemption Price, such Public Warrants shall be cancelled and the Warrant Agent shall annotate the Warrant Register accordingly.

Section 4.5 *Company's Election to Require Cashless Exercise for All Warrants.*

(a) In the event the Company elects, in connection with a redemption pursuant to Section 4.1, to require that all holders of Public Warrants exercise their Warrants on a cashless basis, the Company shall include in the notice of redemption a statement to that effect and shall set forth the Fair Market Value and the number of Warrant Shares issuable per Warrant upon cashless exercise.

(b) If the Company so elects, each Registered Holder of Public Warrants who exercises (or is deemed to exercise) such Warrants during the 30-Day Redemption Period shall receive a number of shares of Class A Common Stock determined by the cashless exercise formula set forth in Section 4.3(a) hereof. No cash payment of the Exercise Price shall be required in connection with any such cashless exercise.

(c) Any Public Warrants not exercised on a cashless basis prior to the Redemption Date shall be redeemed by the Company at the Redemption Price of $0.01 per Public Warrant in accordance with Section 4.4 hereof.

ARTICLE V — PRIVATE PLACEMENT WARRANTS

Section 5.1 *Terms of Private Placement Warrants.*

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

(b) As of the date hereof, the total number of Private Placement Warrants outstanding is 7,450,000 (consisting of 7,000,000 Private Placement Warrants purchased by the Sponsor simultaneously with the closing of the IPO and 450,000 additional Private Placement Warrants purchased by the Sponsor upon the partial exercise of the underwriters' over-allotment option on July 7, 2021). The Sponsor purchased all Private Placement Warrants at a price of $1.50 per warrant, for aggregate proceeds of $11,175,000 (consisting of $10,500,000 in connection with the initial closing and $675,000 in connection with the partial over-allotment exercise).

(c) Each Private Placement Warrant entitles the holder thereof to purchase one share of Class A Common Stock at the Exercise Price, subject to adjustment as provided in Article VI hereof.

Section 5.2 *Transfer Restrictions.*

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

(b) The Warrant Agent shall not register any transfer of Private Placement Warrants or shares of Class A Common Stock issued upon exercise thereof during the Lock-Up Period unless accompanied by evidence satisfactory to the Warrant Agent and the Company, in their reasonable discretion, that such transfer is to a Permitted Transferee, including a written certification from the transferor, an opinion of counsel reasonably acceptable to the Company, or such other documentation as the Warrant Agent or the Company may reasonably request. Any Permitted Transferee acquiring Private Placement Warrants shall be bound by the terms and conditions of this Agreement and the Letter Agreement to the same extent as the transferor.

(c) Following the expiration of the Lock-Up Period, the Private Placement Warrants (and any shares of Class A Common Stock issued upon exercise thereof) shall be freely transferable, subject to compliance with applicable federal and state securities laws. Transfers of Private Placement Warrants that result in the Private Placement Warrants being held by a person other than the Sponsor or a Permitted Transferee shall subject such Private Placement Warrants to the provisions applicable to Public Warrants as described in Section 5.3(b) hereof.

Section 5.3 *Non-Redeemability; Cashless Exercise.*

(a) So long as the Private Placement Warrants are held by the Sponsor or its Permitted Transferees:

(i) Such Private Placement Warrants shall not be redeemable by the Company pursuant to Article IV hereof. The Company's right of redemption under Section 4.1 shall apply solely to Public Warrants and shall not extend to Private Placement Warrants held by the Sponsor or its Permitted Transferees; and

(ii) Such Private Placement Warrants may be exercised by the holders thereof on a cashless basis, using the formula set forth in Section 4.3 hereof (mutatis mutandis), at any time during the exercise period, whether or not a registration statement covering the Warrant Shares issuable upon exercise thereof is effective at the time of exercise. For the avoidance of doubt, the holders of Private Placement Warrants may elect to exercise such warrants either (A) for cash at the Exercise Price, if a registration statement is effective, or (B) on a cashless basis at any time.

(b) If the Private Placement Warrants are held by a holder other than the Sponsor or a Permitted Transferee (whether as a result of a transfer made after the expiration of the Lock-Up Period or otherwise), such Private Placement Warrants shall thereupon become redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants, including being subject to the redemption provisions of Article IV hereof.

Section 5.4 *Legend.*

Each Warrant Certificate representing Private Placement Warrants, and each certificate (if any) representing shares of Class A Common Stock issued upon exercise of Private Placement Warrants during the Lock-Up Period, shall bear a restrictive legend substantially as follows:

"THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE WARRANT AGREEMENT DATED JUNE 25, 2021 AND THE LETTER AGREEMENT DATED JUNE 25, 2021."

The Company and the Warrant Agent shall cooperate to remove such legend upon receipt of evidence satisfactory to the Company that the applicable transfer restrictions have expired or are no longer applicable, including upon registration of the underlying Warrant Shares under the Securities Act or upon the availability of an exemption from registration permitting the removal of such legend.

ARTICLE VI — ADJUSTMENTS

Section 6.1 *Stock Dividends and Splits.*

If the Company, at any time while Warrants are outstanding:

(a) pays a stock dividend on the outstanding shares of Class A Common Stock payable in additional shares of Class A Common Stock;

(b) subdivides (by stock split, reclassification, or otherwise) the outstanding shares of Class A Common Stock into a greater number of shares; or

(c) combines (by reverse stock split, reclassification, or otherwise) the outstanding shares of Class A Common Stock into a smaller number of shares,

then, in each such case, the Exercise Price in effect immediately prior to such event shall be proportionately decreased (in the case of clause (a) or (b) above) or increased (in the case of clause (c) above), and the number of shares of Class A Common Stock issuable upon exercise of each outstanding Warrant shall be correspondingly adjusted (increased, in the case of clause (a) or (b), or decreased, in the case of clause (c)), so that the aggregate Exercise Price payable upon exercise of each Warrant and the aggregate number of Warrant Shares deliverable upon exercise of each Warrant remain economically equivalent to the aggregate Exercise Price and aggregate number of Warrant Shares immediately prior to such event. Any such adjustment shall become effective immediately after the record date for such stock dividend, subdivision, or combination.

Section 6.2 *Aggregation of Shares.*

If the Company effects a consolidation or combination of its Class A Common Stock (by reclassification or otherwise) into a different number of shares, a corresponding adjustment to the number of shares of Class A Common Stock deliverable upon exercise of each outstanding Warrant and to the Exercise Price shall be made, in each case effective as of the effective date of such consolidation or combination. Such adjustment shall be calculated so that the product of the Exercise Price (as adjusted) and the number of Warrant Shares (as adjusted) equals the product of the Exercise Price and the number of Warrant Shares in each case immediately prior to such consolidation or combination.

Section 6.3 *Extraordinary Dividends and Distributions.*

(a) If the Company, at any time while Warrants are outstanding, declares or pays an extraordinary cash dividend or distributes to all holders of Class A Common Stock any shares of any class of capital stock, evidences of indebtedness, options, warrants, or other assets or property (excluding (i) regular quarterly cash dividends that do not exceed $0.50 per share per quarter, and (ii) dividends or distributions of shares of Class A Common Stock covered by Section 6.1 above), the Exercise Price in effect immediately prior to such dividend or distribution shall be reduced, effective immediately after the record date for such dividend or distribution, by the amount of cash and/or the fair market value (as determined in good faith by the Board of Directors of the Company) of any such securities, evidences of indebtedness, or other assets so distributed, on a per-share basis.

(b) If any such adjustment pursuant to this Section 6.3 would result in the Exercise Price being reduced to an amount less than the par value of the Class A Common Stock (currently $0.0001 per share), then the Exercise Price shall be reduced to the par value per share, and the Company shall pay to each exercising Warrant holder, upon exercise of such Warrant, an amount in cash equal to the excess of the unadjusted Exercise Price reduction (i.e., the full per-share amount of the cash dividend or distribution, or the full per-share fair market value of any such securities or assets distributed) over the reduction to par value. Such cash payment shall be made simultaneously with the issuance of the Warrant Shares upon exercise.

Section 6.4 *Reorganizations, Mergers, and Similar Events.*

If at any time while Warrants are outstanding, any capital reorganization or reclassification of the Company's capital stock, or any consolidation or merger of the Company with or into another corporation, or any sale, lease, or conveyance of all or substantially all of the Company's assets to another corporation, shall be effected in such a way that holders of Class A Common Stock shall be entitled to receive stock, securities, cash, or other assets or property (including by way of exchange) with respect to or in exchange for their shares of Class A Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, lease, or conveyance, lawful and adequate provisions shall be made whereby each holder of an outstanding Warrant shall thereafter have the right to exercise such Warrant and receive, in lieu of the Warrant Shares previously issuable upon exercise, the same kind and amount of stock, securities, cash, or other assets or property as would have been issuable or distributable had such Warrant holder been a holder of the number of Warrant Shares issuable upon exercise of such Warrant immediately prior to such reorganization, reclassification, consolidation, merger, sale, lease, or conveyance (without taking into account any limitations or restrictions on the exercisability of such Warrant), subject to further adjustment as provided herein. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale, lease, or conveyance unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such transaction shall have assumed, by written instrument delivered to, and reasonably satisfactory in form and substance to, the Warrant Agent, the obligation to deliver to each Registered Holder of a Warrant such shares of stock, securities, or other assets as, in accordance with the foregoing provisions, such Registered Holder is entitled to receive.

Section 6.5 *Adjustments in Exercise Price — No Adjustment Below Par Value.*

Notwithstanding any other provision of this Article VI, no adjustment to the Exercise Price shall result in the Exercise Price being less than the par value ($0.0001) of the Class A Common Stock. In the event that any adjustment pursuant to this Article VI would otherwise result in the Exercise Price being less than such par value, the Exercise Price shall be reduced to the par value, and the provisions of Section 6.3(b) shall apply, mutatis mutandis.

Section 6.6 *Notice of Adjustments.*

Whenever the Exercise Price or the number of Warrant Shares issuable upon exercise of each outstanding Warrant is adjusted pursuant to this Article VI, the Company shall:

(a) promptly (and in any event within five (5) business days of such adjustment) compute the adjusted Exercise Price and/or the adjusted number of Warrant Shares and furnish to the Warrant Agent a certificate signed by the Company's Chief Executive Officer or Chief Financial Officer, setting forth in reasonable detail the nature of the adjustment, the adjusted Exercise Price and/or number of Warrant Shares, the method of calculation, and the facts upon which such adjustment is based; and

(b) cause notice of such adjustment to be mailed to each Registered Holder at such holder's last registered address as it appears on the Warrant Register within ten (10) business days of such adjustment, specifying the adjusted Exercise Price and/or number of Warrant Shares and the effective date of such adjustment.

Section 6.7 *No Adjustment for Certain Issuances.*

No adjustment to the Exercise Price or the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be made as a result of any of the following:

(a) the issuance of Founder Shares (Class B Common Stock) to the Sponsor, officers, directors, or their Affiliates, or the conversion of any such Founder Shares into shares of Class A Common Stock in accordance with the Company's Amended and Restated Certificate of Incorporation;

(b) the issuance of Private Placement Warrants to the Sponsor or shares of Class A Common Stock issuable upon exercise thereof;

(c) the issuance of shares of Class A Common Stock or options or other equity awards to officers, directors, employees, or consultants of the Company or its subsidiaries pursuant to any equity incentive plan adopted by the Board of Directors of the Company; or

(d) the issuance of shares of Class A Common Stock or equity-linked securities in connection with the Company's initial Business Combination, including any issuance of shares to the sellers or owners of a target business, the issuance of shares in a PIPE (private investment in public equity) transaction, or the issuance of shares to any financing source in connection with the initial Business Combination.

Section 6.8 *Anti-Dilution for Issuances Below Exercise Price.*

(a) If the Company, at any time while Warrants are outstanding, issues additional shares of Class A Common Stock or equity-linked securities (including, without limitation, convertible securities, options, warrants, or other rights to subscribe for or purchase shares of Class A Common Stock) at an issue price or effective issue price per share (determined after giving effect to any related equity financing provided in connection with the initial Business Combination) less than $9.20 per share (the "Newly Issued Price"), the Exercise Price in effect immediately prior to such issuance shall be adjusted (reduced) to e

WARRANT AGREEMENT
dated as of
June 25, 2021
between
PINNACLE ACQUISITION CORP. I
a Delaware corporation
and
CONTINENTAL Dunmore Financial
a New York banking corporation,
as Warrant Agent
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WARRANT AGREEMENT
This WARRANT AGREEMENT (this "Agreement"), dated as of June 25, 2021, is entered into by and between Pinnacle Acquisition Corp. I, a Delaware corporation (the "Company"), having its principal office at 388 Embarcadero Center, Suite 2400, San Francisco, California 94111, and Continental Dunmore Financial, a New York banking corporation (the "Warrant Agent"), having its corporate trust office at 17 Ashbury Asset Advisors, 14th Floor, New York, New York 10004.
RECITALS
WHEREAS, the Company has consummated an initial public offering (the "IPO") of 20,000,000 units (the "Units"), each Unit consisting of one share of 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, a "Public Warrant"), for a total of 10,000,000 whole Public Warrants issued in connection with the IPO;
WHEREAS, simultaneously with the closing of the IPO, the Company's sponsor, Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Sponsor"), purchased 7,000,000 private placement warrants (the "Private Placement Warrants") at a price of $1.50 per warrant, for aggregate gross proceeds of $10,500,000, in a private placement transaction conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended;
WHEREAS, the Company has granted the underwriters named in the Underwriting Agreement (as defined herein) a 45-day option to purchase up to 3,000,000 additional Units (each containing one share of Class A Common Stock and one-half of one Public Warrant, resulting in up to 1,500,000 additional whole Public Warrants), and in connection therewith, the Sponsor has agreed to purchase up to 900,000 additional Private Placement Warrants at $1.50 per warrant (at a rate of 0.30 Private Placement Warrants per over-allotment Unit);
WHEREAS, on July 7, 2021, the underwriters partially exercised the over-allotment option with respect to 1,500,000 additional Units, resulting in the issuance of 750,000 additional whole Public Warrants, and simultaneously therewith, the Sponsor purchased 450,000 additional Private Placement Warrants at a price of $1.50 per warrant for aggregate additional proceeds of $675,000, bringing the total number of Private Placement Warrants outstanding to 7,450,000 and the total aggregate investment by the Sponsor in Private Placement Warrants to $11,175,000;
WHEREAS, after giving effect to the partial over-allotment exercise, the total number of warrants outstanding under this Agreement is 18,200,000, consisting of 10,750,000 Public Warrants and 7,450,000 Private Placement Warrants;
WHEREAS, each whole Warrant entitles 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 provided herein;
WHEREAS, the Company has filed a Registration Statement on Form S-1 (Registration No. 333-254891) with the United States Securities and Exchange Commission (the "Commission"), which Registration Statement was declared effective on May 24, 2021;
WHEREAS, the IPO closed on June 25, 2021, and the Units are listed on the Nasdaq Capital Market (the "Nasdaq") under the symbol "PNACU," with the shares of Class A Common Stock and the Public Warrants expected to begin trading separately on the Nasdaq under the symbols "PNAC" and "PNACW," respectively, upon the satisfaction of the conditions set forth in Section 2.5 hereof;
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitations of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, the valid, binding, and legal obligations of the Company, and to authorize the execution and delivery of this Agreement, have been done and performed;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the other agreements referenced herein, as applicable.
Section 1.1 "Affiliate" means, with respect to any specified person, any other person that directly or indirectly controls, is controlled by, or is under common control with, such specified person. For purposes of this definition, "control" (including the correlative terms "controlling," "controlled by," and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
Section 1.2 "Business Combination" means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities, as further described in the Company's Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on June 25, 2021 (as the same may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms and applicable law).
Section 1.3 "Business Combination Deadline" means the date that is 18 months after the IPO Closing Date (i.e., December 25, 2022), as such date may be extended to the date that is 24 months after the IPO Closing Date (i.e., June 25, 2023) upon deposit by the Sponsor of $2,150,000 (calculated as $0.10 per public share multiplied by 21,500,000 public shares outstanding after giving effect to the partial over-allotment exercise) into the Trust Account in accordance with the terms and conditions of the Investment Management Trust Agreement. For the avoidance of doubt, any extension of the Business Combination Deadline shall require the Sponsor to deposit the full extension amount into the Trust Account prior to the expiration of the initial 18-month period.
Section 1.4 "Class A Common Stock" means shares of the Company's Class A common stock, par value $0.0001 per share.
Section 1.5 "Class B Common Stock" means shares of the Company's Class B common stock, par value $0.0001 per share, also referred to herein as the "Founder Shares."
Section 1.6 "Commission" means the United States Securities and Exchange Commission, or any successor governmental agency or authority performing similar functions.
Section 1.7 "Company" means Pinnacle Acquisition Corp. I, a Delaware corporation, and any entity that succeeds to the Company by merger, consolidation, or similar transaction and assumes the Company's obligations under this Agreement.
Section 1.8 "Detachable Warrant" means a Warrant that has been separated from the Unit of which it was originally a component, in accordance with the provisions of Section 2.5 hereof and the applicable rules and procedures of the Nasdaq Capital Market and DTC.
Section 1.9 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
Section 1.10 "Exercise Price" means $11.50 per share of Class A Common Stock, subject to adjustment as provided in Article VI hereof.
Section 1.11 "Fair Market Value" means the volume-weighted average price of the Class A Common Stock as reported on the Nasdaq Capital Market (or such other national securities exchange on which the Class A Common Stock is then listed) for the ten (10) Trading Days ending on the third Trading Day prior to the date on which the notice of redemption is sent to holders of Warrants. In the event that the Class A Common Stock is not listed on a national securities exchange at the time of determination, "Fair Market Value" shall be determined in good faith by the Board of Directors of the Company.
Section 1.12 "IPO" means the initial public offering of Units consummated by the Company pursuant to the Registration Statement.
Section 1.13 "IPO Closing Date" means June 25, 2021, the date on which the closing of the IPO occurred.
Section 1.14 "Investment Management Trust Agreement" or "Trust Agreement" means the Investment Management Trust Agreement, dated as of June 25, 2021, by and between the Company and Continental Dunmore Financial, acting in its capacity as trustee thereunder, as the same may be amended, modified, or supplemented from time to time in accordance with its terms.
Section 1.15 "Letter Agreement" means the Letter Agreement, dated as of June 25, 2021, among the Company, the Sponsor, Ridgeline Whitfield Securities LLC (as Representative of the several underwriters named in the Underwriting Agreement), and each of the Company's officers and directors, namely Marcus Yuen, Deborah Sinclair, Raymond Holtz, Nadia Petrova, and William K. Ashmore, as the same may be amended, modified, or supplemented from time to time in accordance with its terms and with the consent of the parties thereto.
Section 1.16 "Nasdaq" means the Nasdaq Capital Market, a market operated by The Nasdaq Stock Market LLC, or any successor exchange or market thereto.
Section 1.17 "Ordinary Shares" means shares of Class A Common Stock underlying the Warrants that are issuable upon exercise thereof in accordance with the terms of this Agreement.
Section 1.18 "Permitted Transferee" means, with respect to the Sponsor and each initial holder of Private Placement Warrants, a transferee as defined in the Letter Agreement, including without limitation (a) the Company's officers and directors, (b) Affiliates of the Sponsor, (c) members and partners of the Sponsor, (d) family members of the Sponsor's principals, (e) trusts for the benefit of any of the foregoing, and (f) any person to whom the Private Placement Warrants are transferred by operation of law; provided, that any such Permitted Transferee shall agree in writing to be bound by the transfer restrictions applicable to the transferor set forth herein and in the Letter Agreement.
Section 1.19 "Private Placement Warrants" means the 7,000,000 warrants purchased by the Sponsor simultaneously with the closing of the IPO, together with any additional warrants purchased by the Sponsor upon exercise or partial exercise of the underwriters' over-allotment option (including the 450,000 additional warrants purchased by the Sponsor upon the partial over-allotment exercise on July 7, 2021), for a total of 7,450,000 Private Placement Warrants, each of which entitles the holder thereof to purchase one share of Class A Common Stock at the Exercise Price, subject to the terms and conditions set forth herein and in the Letter Agreement.
Section 1.20 "Public Warrants" means the redeemable warrants included in the Units sold in the IPO, initially comprising 10,000,000 whole warrants, together with any additional whole warrants included in Units sold upon exercise or partial exercise of the underwriters' over-allotment option (including the 750,000 additional whole warrants issued upon the partial over-allotment exercise on July 7, 2021), for a total of 10,750,000 Public Warrants.
Section 1.21 "Redemption Price" means $0.01 per Public Warrant, as set forth in Section 4.1 hereof.
Section 1.22 "Registered Holder" means a person in whose name a Warrant Certificate is registered on the books and records maintained by the Warrant Agent pursuant to Section 2.3 hereof, including the initial nominee of DTC (currently Cede & Co.) as the registered holder of a global Warrant Certificate.
Section 1.23 "Registration Statement" means the Registration Statement on Form S-1 (Registration No. 333-254891) filed by the Company with the Commission in connection with the IPO, as amended, supplemented, or otherwise modified prior to or after the date hereof, which Registration Statement was declared effective by the Commission on May 24, 2021.
Section 1.24 "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
Section 1.25 "Sponsor" means Pinnacle Venture Fund II LP, a Delaware limited partnership, acting by and through its general partner, Pinnacle Venture Management II LLC, a Delaware limited liability company, and its successors and Permitted Transferees to the extent they hold Private Placement Warrants.
Section 1.26 "Trading Day" means any day on which the Nasdaq Capital Market (or such other national securities exchange on which the Class A Common Stock is then listed) is open for trading and on which trades in the Class A Common Stock are actually reported on such exchange.
Section 1.27 "Trust Account" means the trust account established pursuant to the Investment Management Trust Agreement, maintained by Continental Dunmore Financial, in its capacity as trustee, at 17 Ashbury Asset Advisors, 14th Floor, New York, New York 10004, account number TA-2021-07834, into which substantially all of the net proceeds of the IPO and the Private Placement Warrants have been deposited and held in trust for the benefit of the holders of public shares, subject to the terms and conditions of the Trust Agreement.
Section 1.28 "Underwriting Agreement" means the Underwriting Agreement, dated as of June 22, 2021, among the Company, the Sponsor, and Ridgeline Whitfield Securities LLC, acting as Representative of the several underwriters named therein (including Halyard Capital Markets Inc.), as the same may be amended, modified, or supplemented from time to time in accordance with its terms.
Section 1.29 "Unit" means one unit issued in the IPO, consisting of one share of Class A Common Stock and one-half of one Public Warrant, initially trading together on the Nasdaq Capital Market under the symbol "PNACU." Two Units must be combined to receive one whole Public Warrant upon separation.
Section 1.30 "Warrant" or "Warrants" means a Public Warrant and/or a Private Placement Warrant, individually or collectively, as the context may require.
Section 1.31 "Warrant Agent" means Continental Dunmore Financial, a New York banking corporation, in its capacity as warrant agent under this Agreement, and its successors in such capacity appointed in accordance with Section 8.6 hereof.
Section 1.32 "Warrant Certificate" means a certificate, whether in global or individual form, evidencing one or more Warrants, substantially in the form attached hereto as Exhibit A, as the same may be amended or supplemented from time to time.
Section 1.33 "Warrant Expiration Date" means the date that is five (5) years after the date of completion of the Company's initial Business Combination, or such earlier date as may result from (a) the redemption of Warrants in accordance with Article IV hereof, or (b) the liquidation and dissolution of the Company in accordance with Section 3.8 hereof and the Company's Amended and Restated Certificate of Incorporation.
Section 1.34 "Warrant Share" means one share of Class A Common Stock issuable upon the valid exercise of one Warrant in accordance with the terms and conditions of this Agreement, subject to adjustment as provided in Article VI hereof.
ARTICLE II — APPOINTMENT OF WARRANT AGENT; WARRANTS AND TERMS OF ISSUANCE
Section 2.1 *Appointment of Warrant Agent.*
(a) The Company hereby appoints Continental Dunmore Financial to act as Warrant Agent for the Warrants, and Continental Dunmore Financial hereby accepts such appointment and agrees to perform the duties and obligations set forth in this Agreement, subject to the terms and conditions hereof.
(b) The Warrant Agent shall act solely as agent of the Company in connection with the Warrant Certificates and shall not assume any obligation or relationship of agency or trust for or with any Registered Holder or any beneficial owner of Warrants. The Warrant Agent shall have no duty or responsibility in the event of any default by the Company in the performance of its obligations under this Agreement or in the event of any dispute between the Company and any Registered Holder with respect to the terms and conditions of the Warrants.
(c) The Warrant Agent's corporate trust office for purposes of this Agreement shall be located at 17 Ashbury Asset Advisors, 14th Floor, New York, New York 10004, or at such other address as the Warrant Agent may designate by written notice to the Company. The Warrant Agent shall maintain at its corporate trust office all books, records, and accounts relating to the Warrants, including a register of Warrant Certificates and a record of all exercises, transfers, exchanges, and cancellations of Warrants.
Section 2.2 *Form of Warrant Certificates.*
(a) Each Warrant shall be issued in registered form only. Warrant Certificates shall be substantially in the form set forth in Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Agreement, and may have such letters, numbers, or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law, rule, or regulation, or with the rules of any securities exchange or depositary, or as may be determined by the officers of the Company executing such Warrant Certificates, as evidenced by their execution of such Warrant Certificates.
(b) Warrants shall initially be represented by one or more global Warrant Certificates deposited with The Depository Trust Company ("DTC") and registered in the name of Cede & Co. (or such other nominee of DTC as may be designated by DTC from time to time), as DTC's nominee. Beneficial ownership interests in Warrants represented by a global Warrant Certificate shall be shown on, and transfers thereof shall be effected only through, records maintained by DTC and its direct and indirect participants, in accordance with the rules and procedures of DTC.
(c) If at any time DTC notifies the Company that it is unwilling or unable to continue as depositary for the global Warrant Certificates, or if DTC ceases to be a registered clearing agency under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notification or cessation, the Company shall instruct the Warrant Agent to issue individual Warrant Certificates in definitive form in exchange for the beneficial interests in the global Warrant Certificates. In any such case, an owner of a beneficial interest in a global Warrant Certificate shall be entitled to have such interest registered in its name, and the Warrant Agent shall issue to such owner individual Warrant Certificates evidencing such Warrants in accordance with the instructions received from DTC.
(d) Each Warrant Certificate shall be executed on behalf of the Company by its Chairman and Chief Executive Officer, President, or any Vice President, either manually or by facsimile or electronic signature, and countersigned by the Warrant Agent, either manually or by facsimile or electronic signature. In the event that any officer of the Company whose signature appears on a Warrant Certificate ceases to hold such office before such Warrant Certificate is countersigned by the Warrant Agent and delivered, such Warrant Certificate may nevertheless be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to hold such office.
Section 2.3 *Countersignature and Registration.*
(a) The Warrant Agent shall countersign and deliver Warrant Certificates for original issuance upon receipt of the written order of the Company, signed by an authorized officer of the Company, together with a sufficient number of duly executed Warrant Certificates. Upon any transfer, exchange, or exercise of Warrants, the Warrant Agent shall countersign and deliver new Warrant Certificates in accordance with the provisions of this Agreement.
(b) The Warrant Agent shall keep a register (the "Warrant Register") of Warrant Certificates in which it shall register, from time to time, the original issuance, transfer, exchange, and exercise of Warrants. The Warrant Register shall set forth the names and addresses of the Registered Holders, the number of Warrants held by each Registered Holder, and any other information reasonably required by the Company or the Warrant Agent. The Warrant Register shall be available for inspection by the Company during normal business hours at the Warrant Agent's corporate trust office.
(c) The Company and the Warrant Agent may deem and treat the Registered Holder of each Warrant Certificate as the absolute owner thereof for all purposes whatsoever (including, without limitation, for the purpose of determining the person entitled to exercise the Warrants evidenced thereby or to receive the Redemption Price in connection with any redemption), and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Section 2.4 *No Fractional Warrants or Shares.*
(a) The Company shall not issue fractional Warrant Certificates. No fractional shares of Class A Common Stock shall be issued upon the exercise of any Warrant. If a Registered Holder would be entitled to receive a fractional share of Class A Common Stock upon the exercise of a Warrant (after aggregating all fractions of shares of Class A Common Stock to be issued to such holder on exercise of all Warrants then being exercised by such holder), the number of shares of Class A Common Stock to be issued to such holder shall be rounded down to the nearest whole number, and the Company shall pay to such holder an amount in cash (without interest) equal to such fractional share multiplied by the Fair Market Value of one share of Class A Common Stock determined as of the last Trading Day prior to the applicable exercise date.
(b) With respect to Units, only whole Warrants shall be exercisable. Each Unit contains one-half of one Public Warrant, and accordingly, a holder must hold two Units (or otherwise acquire an additional one-half of one Warrant) in order to receive and exercise one whole Public Warrant. No fractional Public Warrants shall be issued upon separation of the Units, and the Units shall trade on the Nasdaq until such time as the component securities are permitted to trade separately pursuant to Section 2.5 hereof.
Section 2.5 *Separate Trading.*
(a) The Public Warrants included in the Units shall not be separately transferable, tradeable, or exercisable from the shares of Class A Common Stock included in such Units until the earlier of: (i) 52 days after the IPO Closing Date (i.e., August 16, 2021), and (ii) the date on which the underwriters' over-allotment option expires unexercised or is exercised in full, in each case subject to the Company's having filed with the Commission the Current Report on Form 8-K relating to the IPO containing audited financial statements and such other information as may be required by the Commission.
(b) Once the Public Warrants become separately tradable in accordance with the foregoing, they shall be listed on the Nasdaq Capital Market under the trading symbol "PNACW." The Company shall use its commercially reasonable efforts to maintain such listing for so long as any Public Warrants remain outstanding.
(c) The Private Placement Warrants shall not be listed on the Nasdaq Capital Market or any other national securities exchange and shall be subject to the transfer restrictions set forth in Article V hereof and in the Letter Agreement.
ARTICLE III — EXERCISE AND DURATION OF WARRANTS
Section 3.1 *Exercisability.*
(a) Each Warrant shall become exercisable on the later of: (i) 30 days after the date of completion of the Company's initial Business Combination, and (ii) 12 months after the IPO Closing Date (i.e., June 25, 2022). Subject to the foregoing and to the other conditions set forth in this Section 3.1, each Warrant may be exercised at any time and from time to time until the Warrant Expiration Date, whereupon unexercised Warrants shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease.
(b) No Warrant shall be exercisable, and the Company shall not be obligated to issue any shares of Class A Common Stock upon exercise of a Warrant, unless all of the following conditions are satisfied:
(i) A registration statement under the Securities Act covering the issuance of the Warrant Shares issuable upon exercise of the Warrants is then effective, and a current prospectus relating thereto is available throughout the 30-Day Redemption Period (as defined in Section 4.1) (if applicable), or the Company has validly elected to require the exercise of all Warrants on a "cashless basis" pursuant to Section 3.7 hereof; and
(ii) The issuance of such Warrant Shares is registered, qualified, or exempt from registration or qualification under the applicable securities laws of the state of residence of the Registered Holder exercising the Warrant. The Company shall use its commercially reasonable efforts to register or qualify the Warrant Shares under the securities laws of such states as may be necessary to permit the exercise of Warrants by Registered Holders.
(c) If the conditions set forth in Section 3.1(b) are not satisfied within the period commencing on the date of completion of the initial Business Combination and ending on the 60th business day following the closing of such Business Combination, the holders of Warrants shall be permitted to exercise their Warrants on a cashless basis pursuant to an available exemption from registration under Section 3(a)(9) of the Securities Act or another available exemption, in which case each holder exercising a Warrant would pay the Exercise Price by surrendering the Warrant for that number of Warrant Shares determined in accordance with Section 3.7 hereof. In the event that no such exemption from registration is available, the Company shall use its commercially reasonable efforts to register the Warrant Shares under the Securities Act as promptly as practicable.
(d) The Company shall use its commercially reasonable efforts to file with the Commission a post-effective amendment to the Registration Statement, or a new registration statement under the Securities Act, for the registration of the Warrant Shares issuable upon exercise of the Warrants, and the Company shall use its commercially reasonable efforts to cause such registration statement to become effective within 60 business days following the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and the availability of a current prospectus relating thereto until the expiration of the Warrants in accordance with the provisions of this Agreement.
Section 3.2 *Duration of Warrants.*
(a) Each Warrant shall expire at 5:00 p.m., New York City time, on the Warrant Expiration Date. As used herein, the "Warrant Expiration Date" is the date that is five (5) years after the date of completion of the Company's initial Business Combination, or such earlier date as may result from the redemption of Warrants in accordance with Article IV hereof or the liquidation and dissolution of the Company in accordance with Section 3.8 hereof.
(b) After the Warrant Expiration Date, all unexercised Warrants shall become void and of no further force or effect, and all rights of the Registered Holders with respect thereto shall cease. No consideration shall be payable by the Company to any Registered Holder in respect of any Warrant that expires unexercised, except as otherwise provided in this Agreement.
Section 3.3 *Exercise Procedure.*
(a) Subject to the provisions of Section 3.1, a Registered Holder may exercise a Warrant, in whole or in part, by delivering to the Warrant Agent at its corporate trust office:
(i) the Warrant Certificate evidencing the Warrants to be exercised (or, in the case of a book-entry Warrant held through DTC, an election to exercise in the form prescribed by DTC and transmitted through DTC's DWAC (Deposit/Withdrawal at Custodian) system or such other electronic facilities as DTC may make available), with the exercise form set forth on the reverse side thereof duly completed and executed by the Registered Holder or its duly authorized agent or attorney-in-fact; and
(ii) payment of the aggregate Exercise Price for the number of Warrant Shares as to which the Warrants are being exercised, in immediately available funds by wire transfer to such account as the Warrant Agent shall designate for such purpose, or by certified or official bank check payable to the order of "Pinnacle Acquisition Corp. I" in United States dollars.
(b) Upon receipt of the items described in Section 3.3(a), and subject to the satisfaction of the conditions set forth in Section 3.1, the Warrant Agent shall, as promptly as practicable, instruct the Company's transfer agent to record the issuance of the number of Warrant Shares to which the Registered Holder is entitled in the name of the Registered Holder or its designee, as specified in the exercise form, and shall annotate the Warrant Register accordingly.
(c) Upon exercise of a Warrant, the Warrant Agent shall cancel the Warrant Certificate so exercised (or, in the case of a book-entry Warrant, annotate the records of the Warrant Agent and DTC accordingly). If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, the Warrant Agent shall countersign and deliver a new Warrant Certificate for the balance of the unexercised Warrants.
Section 3.4 *Issuance of Warrant Shares.*
(a) The Company shall cause the Warrant Shares issuable upon exercise of a Warrant to be issued and delivered to the exercising Registered Holder (or credited in book-entry form through the facilities of DTC) within three (3) business days after receipt by the Warrant Agent of the duly completed exercise materials and payment of the Exercise Price in full (the date of such receipt being referred to herein as the "Exercise Date").
(b) The Warrant Shares so issued shall be deemed to have been issued as of the close of business on the Exercise Date, and the person in whose name such Warrant Shares are issued shall be treated as a stockholder of record of the Company for all purposes as of the close of business on the Exercise Date, including for purposes of voting and receiving dividends or other distributions. No adjustment shall be made in respect of any dividends or distributions declared by the Company that have a record date prior to the Exercise Date.
(c) If the Company fails to cause the Warrant Shares to be delivered within the three (3) business day period specified in Section 3.4(a), the Company shall pay to the exercising Registered Holder, in cash, as liquidated damages, an amount equal to $10.00 per 1,000 Warrant Shares for each Trading Day after such three (3) business day period until such Warrant Shares are delivered or credited, up to a maximum of $1,000.00 per 1,000 Warrant Shares.
Section 3.5 *Valid Issuance.*
All Warrant Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Company's Amended and Restated Certificate of Incorporation shall be validly issued, fully paid, and non-assessable. The Company shall take all such actions as may be necessary to ensure that all Warrant Shares are so validly issued, including, without limitation, procuring the listing of such Warrant Shares on the Nasdaq Capital Market (or such other national securities exchange on which the Class A Common Stock is then listed).
Section 3.6 *Reservation of Shares.*
(a) The Company shall at all times keep reserved for issuance and delivery, free from preemptive rights, upon the exercise of Warrants, a number of authorized but unissued shares of Class A Common Stock sufficient to provide for the exercise of all rights of purchase represented by all outstanding and unexercised Warrants. As of the date hereof, the Company's authorized capital consists of 110,000,000 shares of Class A Common Stock, par value $0.0001 per share, 10,000,000 shares of Class B Common Stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. The Company represents that the number of authorized but unissued and unreserved shares of Class A Common Stock is sufficient to permit the exercise of all outstanding Warrants.
(b) The Company shall use its commercially reasonable efforts to ensure that the Warrant Shares may be listed on the Nasdaq Capital Market (or such other national securities exchange on which the Class A Common Stock is then listed) upon official notice of issuance upon exercise of the Warrants. The Company shall promptly notify the Warrant Agent of any event that would cause the number of authorized but unissued shares of Class A Common Stock to be insufficient to permit the exercise of all outstanding Warrants.
Section 3.7 *Cashless Exercise.*
(a) If a registration statement covering the issuance of the Warrant Shares is not effective by the 60th business day after the closing of the Company's initial Business Combination, holders of Warrants shall be entitled to exercise their Warrants on a cashless basis, pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act (or such other exemption as may be available), until such time as a registration statement becomes effective. In the event of any such cashless exercise, each Warrant shall be exercisable for that number of Warrant Shares equal to the quotient obtained by dividing:
(x) the product of (I) the number of Warrant Shares underlying the Warrants being exercised, multiplied by (II) the excess, if any, of the "Sponsor Fair Market Value" (as defined below) over the Exercise Price, by
(y) the Sponsor Fair Market Value.
For purposes of this Section 3.7, "Sponsor Fair Market Value" shall mean the average reported closing sale price of the Class A Common Stock for the ten (10) Trading Days ending on the third Trading Day prior to the date on which the notice of exercise is sent to the Warrant Agent. If the Sponsor Fair Market Value is less than or equal to the Exercise Price, the Warrant shall not be exercisable on a cashless basis and the holder shall have no right to receive any Warrant Shares unless and until the Sponsor Fair Market Value exceeds the Exercise Price.
(b) The holders of Private Placement Warrants may exercise such warrants on a cashless basis at all times, whether or not a registration statement covering the Warrant Shares is effective, as further described in Section 5.3 hereof. The cashless exercise of Private Placement Warrants shall be calculated using the formula set forth in Section 3.7(a) above, mutatis mutandis.
Section 3.8 *Effect of Liquidation.*
(a) If the Company fails to complete a Business Combination by the Business Combination Deadline (as the same may be extended in accordance with the terms of the Company's Amended and Restated Certificate of Incorporation and the Trust Agreement) and the Company proceeds to distribute the funds held in the Trust Account to the holders of public shares in accordance with the Trust Agreement:
(i) All outstanding Warrants, whether Public Warrants or Private Placement Warrants, shall automatically expire and become void and of no further force or effect, and the Registered Holders thereof shall have no further rights with respect thereto. No consideration whatsoever shall be paid to the holders of Warrants in connection with such expiration or the liquidation and dissolution of the Company.
(ii) The Company shall use reasonable efforts to provide written notice to all Registered Holders of such impending expiration not less than 30 days prior to the Business Combination Deadline. Such notice shall specify that all Warrants will expire upon the Company's failure to complete a Business Combination by the Business Combination Deadline and that no consideration will be paid to holders of Warrants in connection therewith.
(b) The Warrant Agent shall have no obligation or liability in connection with the liquidation and dissolution of the Company, the distribution of the Trust Account, or the expiration of the Warrants pursuant to this Section 3.8, except for such ministerial duties as are expressly set forth herein.
ARTICLE IV — REDEMPTION OF PUBLIC WARRANTS
Section 4.1 *Redemption of Public Warrants for Cash.*
Once the Public Warrants become exercisable in accordance with Section 3.1, the Company shall have the right to redeem the outstanding Public Warrants (and not the Private Placement Warrants, except as otherwise provided in Section 5.3 hereof), subject to all of the following conditions:
(a) in whole and not in part;
(b) at the Redemption Price of $0.01 per Public Warrant;
(c) upon a minimum of 30 days' prior written notice of redemption (the "30-Day Redemption Period") to each Registered Holder of Public Warrants, in accordance with Section 4.2 hereof; and
(d) if, and only if, the last reported sale price (the "closing price") of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, and similar events in accordance with Article VI hereof) for any 20 Trading Days within a 30-Trading-Day period ending on the third Trading Day prior to the date on which the Company sends the notice of redemption to the Registered Holders.
The Company shall not redeem the Public Warrants pursuant to this Section 4.1 unless (i) a registration statement under the Securities Act covering the issuance of the Warrant Shares issuable upon exercise of the Public Warrants is then effective, and a current prospectus relating thereto is available throughout the 30-Day Redemption Period, or (ii) the Company has elected to require that the exercise of all Public Warrants be made on a cashless basis pursuant to Section 4.5 hereof. If the foregoing conditions are satisfied, the Company may exercise its redemption right by delivering a notice of redemption in accordance with Section 4.2 hereof.
Section 4.2 *Notice of Redemption.*
(a) The notice of redemption shall be mailed by first-class mail, postage prepaid, to each Registered Holder of Public Warrants at such holder's last registered address as it appears on the Warrant Register (or, in the case of global Warrant Certificates held by DTC, transmitted through DTC's electronic messaging system in accordance with DTC's applicable rules and procedures) not less than 30 days prior to the date fixed for redemption (the "Redemption Date").
(b) The notice of redemption shall specify:
(i) the Redemption Date, which shall not be earlier than 30 days from the date of mailing or transmission of such notice;
(ii) the Redemption Price, which shall be $0.01 per Public Warrant;
(iii) the total number of Public Warrants to be redeemed, which shall be all Public Warrants then outstanding;
(iv) that, on and after the Redemption Date, the right to exercise such Public Warrants will terminate and the only remaining right of the Registered Holders with respect to such Public Warrants will be to receive the Redemption Price of $0.01 per Public Warrant; and
(v) that the Public Warrants may be exercised at any time prior to 5:00 p.m., New York City time, on the business day immediately preceding the Redemption Date, at the election of the holder, either (A) for cash at the Exercise Price of $11.50 per Warrant Share, or (B) on a cashless basis in accordance with Section 4.3 hereof, and that upon exercise the exercising holder will receive the applicable number of Warrant Shares.
(c) The Company shall also issue a press release announcing the redemption, and shall file a Current Report on Form 8-K with the Commission disclosing such redemption, promptly following the mailing of the notice of redemption.
Section 4.3 *Exercise During Redemption Period (Cashless Basis upon Redemption Notice).*
(a) During the 30-Day Redemption Period, each Registered Holder of Public Warrants may elect to exercise its Public Warrants on a cashless basis by surrendering such Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing:
(x) the product of (I) the number of Warrant Shares underlying the Public Warrants being exercised, multiplied by (II) the excess, if any, of the Fair Market Value over the Exercise Price of $11.50 per share, by
(y) the Fair Market Value.
(b) For purposes of this Section 4.3, "Fair Market Value" shall be the volume-weighted average price of the Class A Common Stock as reported on the Nasdaq Capital Market (or such other national securities exchange on which the Class A Common Stock is then listed) for the ten (10) Trading Days ending on the third Trading Day prior to the date on which the notice of redemption is sent to the Registered Holders.
(c) The Company shall provide to each Registered Holder, together with the notice of redemption, a cashless exercise table (substantially in the form attached hereto as Exhibit B) showing the number of shares of Class A Common Stock issuable per Warrant upon cashless exercise at various Fair Market Values and at various redemption dates, to assist holders in determining whether to exercise their Public Warrants on a cashless basis or for cash.
(d) If the Fair Market Value is less than or equal to the Exercise Price, holders exercising on a cashless basis shall not be entitled to receive any Warrant Shares, and such Warrants shall be cancelled upon the Redemption Date in exchange for the Redemption Price only.
Section 4.4 *Effect of Redemption.*
(a) On and after the Redemption Date, unless the Company fails to timely deposit sufficient funds with the Warrant Agent to pay the aggregate Redemption Price for all Public Warrants called for redemption:
(i) Public Warrants that have been called for redemption and for which the holder has elected to exercise on a cashless basis in accordance with Section 4.3 shall be deemed exercised as of the close of business on the business day immediately preceding the Redemption Date, and the Company shall issue to such holders the applicable number of Warrant Shares as promptly as practicable;
(ii) Public Warrants that have been called for redemption and for which the holder has elected to exercise for cash shall be deemed exercised as of the close of business on the business day immediately preceding the Redemption Date, and the Company shall issue to such holders the applicable number of Warrant Shares upon receipt of the Exercise Price;
(iii) Public Warrants that have been called for redemption and for which no exercise election has been made shall cease to be outstanding as of 5:00 p.m., New York City time, on the Redemption Date, and the only remaining right of the Registered Holders of such Warrants shall be to receive the Redemption Price of $0.01 per Public Warrant.
(b) The Warrant Agent shall, promptly upon receipt of funds sufficient to pay the aggregate Redemption Price for all Public Warrants not exercised prior to the Redemption Date, mail (or credit through DTC) the Redemption Price of $0.01 per Public Warrant to each Registered Holder of Public Warrants that were not exercised prior to the Redemption Date. Upon the payment of the Redemption Price, such Public Warrants shall be cancelled and the Warrant Agent shall annotate the Warrant Register accordingly.
Section 4.5 *Company's Election to Require Cashless Exercise for All Warrants.*
(a) In the event the Company elects, in connection with a redemption pursuant to Section 4.1, to require that all holders of Public Warrants exercise their Warrants on a cashless basis, the Company shall include in the notice of redemption a statement to that effect and shall set forth the Fair Market Value and the number of Warrant Shares issuable per Warrant upon cashless exercise.
(b) If the Company so elects, each Registered Holder of Public Warrants who exercises (or is deemed to exercise) such Warrants during the 30-Day Redemption Period shall receive a number of shares of Class A Common Stock determined by the cashless exercise formula set forth in Section 4.3(a) hereof. No cash payment of the Exercise Price shall be required in connection with any such cashless exercise.
(c) Any Public Warrants not exercised on a cashless basis prior to the Redemption Date shall be redeemed by the Company at the Redemption Price of $0.01 per Public Warrant in accordance with Section 4.4 hereof.
ARTICLE V — PRIVATE PLACEMENT WARRANTS
Section 5.1 *Terms of Private Placement Warrants.*
(a) The Private Placement Warrants shall be identical to the Public Warrants in all material respects, including with respect to the Exercise Price, the Warrant Expiration Date, and the number of Warrant Shares issuable upon exercise, except as otherwise set forth in this Article V and in the Letter Agreement.
(b) As of the date hereof, the total number of Private Placement Warrants outstanding is 7,450,000 (consisting of 7,000,000 Private Placement Warrants purchased by the Sponsor simultaneously with the closing of the IPO and 450,000 additional Private Placement Warrants purchased by the Sponsor upon the partial exercise of the underwriters' over-allotment option on July 7, 2021). The Sponsor purchased all Private Placement Warrants at a price of $1.50 per warrant, for aggregate proceeds of $11,175,000 (consisting of $10,500,000 in connection with the initial closing and $675,000 in connection with the partial over-allotment exercise).
(c) Each Private Placement Warrant entitles the holder thereof to purchase one share of Class A Common Stock at the Exercise Price, subject to adjustment as provided in Article VI hereof.
Section 5.2 *Transfer Restrictions.*
(a) The Private Placement Warrants (and any shares of Class A Common Stock issuable upon exercise thereof) shall not be transferable, assignable, or saleable until 30 days after the completion of the Company's initial Business Combination (the "Lock-Up Period"), except to Permitted Transferees as defined in the Letter Agreement. Any purported transfer in violation of this Section 5.2 shall be null and void, and the Warrant Agent shall not register any such transfer on the Warrant Register.
(b) The Warrant Agent shall not register any transfer of Private Placement Warrants or shares of Class A Common Stock issued upon exercise thereof during the Lock-Up Period unless accompanied by evidence satisfactory to the Warrant Agent and the Company, in their reasonable discretion, that such transfer is to a Permitted Transferee, including a written certification from the transferor, an opinion of counsel reasonably acceptable to the Company, or such other documentation as the Warrant Agent or the Company may reasonably request. Any Permitted Transferee acquiring Private Placement Warrants shall be bound by the terms and conditions of this Agreement and the Letter Agreement to the same extent as the transferor.
(c) Following the expiration of the Lock-Up Period, the Private Placement Warrants (and any shares of Class A Common Stock issued upon exercise thereof) shall be freely transferable, subject to compliance with applicable federal and state securities laws. Transfers of Private Placement Warrants that result in the Private Placement Warrants being held by a person other than the Sponsor or a Permitted Transferee shall subject such Private Placement Warrants to the provisions applicable to Public Warrants as described in Section 5.3(b) hereof.
Section 5.3 *Non-Redeemability; Cashless Exercise.*
(a) So long as the Private Placement Warrants are held by the Sponsor or its Permitted Transferees:
(i) Such Private Placement Warrants shall not be redeemable by the Company pursuant to Article IV hereof. The Company's right of redemption under Section 4.1 shall apply solely to Public Warrants and shall not extend to Private Placement Warrants held by the Sponsor or its Permitted Transferees; and
(ii) Such Private Placement Warrants may be exercised by the holders thereof on a cashless basis, using the formula set forth in Section 4.3 hereof (mutatis mutandis), at any time during the exercise period, whether or not a registration statement covering the Warrant Shares issuable upon exercise thereof is effective at the time of exercise. For the avoidance of doubt, the holders of Private Placement Warrants may elect to exercise such warrants either (A) for cash at the Exercise Price, if a registration statement is effective, or (B) on a cashless basis at any time.
(b) If the Private Placement Warrants are held by a holder other than the Sponsor or a Permitted Transferee (whether as a result of a transfer made after the expiration of the Lock-Up Period or otherwise), such Private Placement Warrants shall thereupon become redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants, including being subject to the redemption provisions of Article IV hereof.
Section 5.4 *Legend.*
Each Warrant Certificate representing Private Placement Warrants, and each certificate (if any) representing shares of Class A Common Stock issued upon exercise of Private Placement Warrants during the Lock-Up Period, shall bear a restrictive legend substantially as follows:
"THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE WARRANT AGREEMENT DATED JUNE 25, 2021 AND THE LETTER AGREEMENT DATED JUNE 25, 2021."
The Company and the Warrant Agent shall cooperate to remove such legend upon receipt of evidence satisfactory to the Company that the applicable transfer restrictions have expired or are no longer applicable, including upon registration of the underlying Warrant Shares under the Securities Act or upon the availability of an exemption from registration permitting the removal of such legend.
ARTICLE VI — ADJUSTMENTS
Section 6.1 *Stock Dividends and Splits.*
If the Company, at any time while Warrants are outstanding:
(a) pays a stock dividend on the outstanding shares of Class A Common Stock payable in additional shares of Class A Common Stock;
(b) subdivides (by stock split, reclassification, or otherwise) the outstanding shares of Class A Common Stock into a greater number of shares; or
(c) combines (by reverse stock split, reclassification, or otherwise) the outstanding shares of Class A Common Stock into a smaller number of shares,
then, in each such case, the Exercise Price in effect immediately prior to such event shall be proportionately decreased (in the case of clause (a) or (b) above) or increased (in the case of clause (c) above), and the number of shares of Class A Common Stock issuable upon exercise of each outstanding Warrant shall be correspondingly adjusted (increased, in the case of clause (a) or (b), or decreased, in the case of clause (c)), so that the aggregate Exercise Price payable upon exercise of each Warrant and the aggregate number of Warrant Shares deliverable upon exercise of each Warrant remain economically equivalent to the aggregate Exercise Price and aggregate number of Warrant Shares immediately prior to such event. Any such adjustment shall become effective immediately after the record date for such stock dividend, subdivision, or combination.
Section 6.2 *Aggregation of Shares.*
If the Company effects a consolidation or combination of its Class A Common Stock (by reclassification or otherwise) into a different number of shares, a corresponding adjustment to the number of shares of Class A Common Stock deliverable upon exercise of each outstanding Warrant and to the Exercise Price shall be made, in each case effective as of the effective date of such consolidation or combination. Such adjustment shall be calculated so that the product of the Exercise Price (as adjusted) and the number of Warrant Shares (as adjusted) equals the product of the Exercise Price and the number of Warrant Shares in each case immediately prior to such consolidation or combination.
Section 6.3 *Extraordinary Dividends and Distributions.*
(a) If the Company, at any time while Warrants are outstanding, declares or pays an extraordinary cash dividend or distributes to all holders of Class A Common Stock any shares of any class of capital stock, evidences of indebtedness, options, warrants, or other assets or property (excluding (i) regular quarterly cash dividends that do not exceed $0.50 per share per quarter, and (ii) dividends or distributions of shares of Class A Common Stock covered by Section 6.1 above), the Exercise Price in effect immediately prior to such dividend or distribution shall be reduced, effective immediately after the record date for such dividend or distribution, by the amount of cash and/or the fair market value (as determined in good faith by the Board of Directors of the Company) of any such securities, evidences of indebtedness, or other assets so distributed, on a per-share basis.
(b) If any such adjustment pursuant to this Section 6.3 would result in the Exercise Price being reduced to an amount less than the par value of the Class A Common Stock (currently $0.0001 per share), then the Exercise Price shall be reduced to the par value per share, and the Company shall pay to each exercising Warrant holder, upon exercise of such Warrant, an amount in cash equal to the excess of the unadjusted Exercise Price reduction (i.e., the full per-share amount of the cash dividend or distribution, or the full per-share fair market value of any such securities or assets distributed) over the reduction to par value. Such cash payment shall be made simultaneously with the issuance of the Warrant Shares upon exercise.
Section 6.4 *Reorganizations, Mergers, and Similar Events.*
If at any time while Warrants are outstanding, any capital reorganization or reclassification of the Company's capital stock, or any consolidation or merger of the Company with or into another corporation, or any sale, lease, or conveyance of all or substantially all of the Company's assets to another corporation, shall be effected in such a way that holders of Class A Common Stock shall be entitled to receive stock, securities, cash, or other assets or property (including by way of exchange) with respect to or in exchange for their shares of Class A Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, lease, or conveyance, lawful and adequate provisions shall be made whereby each holder of an outstanding Warrant shall thereafter have the right to exercise such Warrant and receive, in lieu of the Warrant Shares previously issuable upon exercise, the same kind and amount of stock, securities, cash, or other assets or property as would have been issuable or distributable had such Warrant holder been a holder of the number of Warrant Shares issuable upon exercise of such Warrant immediately prior to such reorganization, reclassification, consolidation, merger, sale, lease, or conveyance (without taking into account any limitations or restrictions on the exercisability of such Warrant), subject to further adjustment as provided herein. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale, lease, or conveyance unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such transaction shall have assumed, by written instrument delivered to, and reasonably satisfactory in form and substance to, the Warrant Agent, the obligation to deliver to each Registered Holder of a Warrant such shares of stock, securities, or other assets as, in accordance with the foregoing provisions, such Registered Holder is entitled to receive.
Section 6.5 *Adjustments in Exercise Price — No Adjustment Below Par Value.*
Notwithstanding any other provision of this Article VI, no adjustment to the Exercise Price shall result in the Exercise Price being less than the par value ($0.0001) of the Class A Common Stock. In the event that any adjustment pursuant to this Article VI would otherwise result in the Exercise Price being less than such par value, the Exercise Price shall be reduced to the par value, and the provisions of Section 6.3(b) shall apply, mutatis mutandis.
Section 6.6 *Notice of Adjustments.*
Whenever the Exercise Price or the number of Warrant Shares issuable upon exercise of each outstanding Warrant is adjusted pursuant to this Article VI, the Company shall:
(a) promptly (and in any event within five (5) business days of such adjustment) compute the adjusted Exercise Price and/or the adjusted number of Warrant Shares and furnish to the Warrant Agent a certificate signed by the Company's Chief Executive Officer or Chief Financial Officer, setting forth in reasonable detail the nature of the adjustment, the adjusted Exercise Price and/or number of Warrant Shares, the method of calculation, and the facts upon which such adjustment is based; and
(b) cause notice of such adjustment to be mailed to each Registered Holder at such holder's last registered address as it appears on the Warrant Register within ten (10) business days of such adjustment, specifying the adjusted Exercise Price and/or number of Warrant Shares and the effective date of such adjustment.
Section 6.7 *No Adjustment for Certain Issuances.*
No adjustment to the Exercise Price or the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be made as a result of any of the following:
(a) the issuance of Founder Shares (Class B Common Stock) to the Sponsor, officers, directors, or their Affiliates, or the conversion of any such Founder Shares into shares of Class A Common Stock in accordance with the Company's Amended and Restated Certificate of Incorporation;
(b) the issuance of Private Placement Warrants to the Sponsor or shares of Class A Common Stock issuable upon exercise thereof;
(c) the issuance of shares of Class A Common Stock or options or other equity awards to officers, directors, employees, or consultants of the Company or its subsidiaries pursuant to any equity incentive plan adopted by the Board of Directors of the Company; or
(d) the issuance of shares of Class A Common Stock or equity-linked securities in connection with the Company's initial Business Combination, including any issuance of shares to the sellers or owners of a target business, the issuance of shares in a PIPE (private investment in public equity) transaction, or the issuance of shares to any financing source in connection with the initial Business Combination.
Section 6.8 *Anti-Dilution for Issuances Below Exercise Price.*
(a) If the Company, at any time while Warrants are outstanding, issues additional shares of Class A Common Stock or equity-linked securities (including, without limitation, convertible securities, options, warrants, or other rights to subscribe for or purchase shares of Class A Common Stock) at an issue price or effective issue price per share (determined after giving effect to any related equity financing provided in connection with the initial Business Combination) less than $9.20 per share (the "Newly Issued Price"), the Exercise Price in effect immediately prior to such issuance shall be adjusted (reduced) to e

WARRANT AGREEMENT

PINNACLE ACQUISITION CORP. I

WARRANT AGREEMENT

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