Extract to table

Definitions As used in this Letter Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement

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

In the event that the Founder Shares are converted into shares of Class A Common Stock in connection with or following the consummation of a Business Combination, the shares of Class A Common Stock received upon such conversion shall continue to be subject to the Transfer restrictions set forth in this Section 2 for the remainder of the applicable lock-up period described above

For the avoidance of doubt, to the extent the over-allotment option is exercised in part, the number of additional Private Placement Warrants to be purchased by the Sponsor shall be proportionately reduced

Permitted Transferees Notwithstanding the Transfer restrictions set forth in Section 2 and Section 3 above, Transfers of Founder Shares, Private Placement Warrants, and shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants or the conversion of the Founder Shares shall be permitted to the following permitted transferees (each, a "Permitted Transferee"), in each case on the express condition that, prior to the effectiveness of such Transfer, the Permitted Transferee shall execute and deliver to the Company and the Representative a written agreement, in form and substance reasonably satisfactory to the Company and the Representative, pursuant to which such Permitted Transferee agrees to be bound by all of the terms and conditions of this Letter Agreement as if such Permitted Transferee were an original signatory hereto: (a) to the Company's officers or directors, or any affiliates or family members of any of the Company's officers or directors; (b) in the case of the Sponsor, to any of its members, limited partners, equity holders, or affiliates (including, without limitation, Pinnacle Venture Management II LLC, its general partner); (c) in the case of an individual Insider, by gift to a member of such individual's immediate family (for purposes of this Letter Agreement, "immediate family" shall mean a spouse, domestic partner, parent, sibling, child, grandchild, or any trust established for the direct or indirect benefit of any of the foregoing persons); (d) in the case of an individual Insider, to a trust, the beneficiary of which is the individual Insider or a member of such individual's immediate family, an estate of such individual, or to a charitable organization; (e) in the case of an individual Insider, by virtue of the laws of descent and distribution upon the death of such individual; (f) in the case of an individual Insider, pursuant to a qualified domestic relations order; (g) by private sales or transfers made at prices no greater than the price at which the securities were originally purchased, in each case in connection with the consummation of a Business Combination; (h) in the event of the Company's liquidation prior to the completion of a Business Combination; or (i) by virtue of the laws of the State of Delaware or the Sponsor's limited partnership agreement upon the dissolution of the Sponsor; provided, however, that in each case described in clauses (a) through (i) above, the Permitted Transferee receiving such Founder Shares, Private Placement Warrants, or shares of Class A Common Stock, as applicable, shall execute and deliver a written joinder agreement, in form and substance reasonably satisfactory to the Company and the Representative, agreeing to be bound by the terms and conditions of this Letter Agreement as if such Permitted Transferee were an original party hereto, and no such Transfer shall be deemed effective until such written joinder agreement has been executed and delivered